UNITED STATES

                 SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549


                              FORM 10-K



    (X) ANNUAL REPORTS* PURSUANT TO SECTION 13 OR 15 (d) OF THE
        SECURITIES ACT OF 1934 (FEE REQUIRED)
        For the fiscal year ended October 31, 2002
                                         OR
    ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
        For the transition period from           to

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

                     BLUE RIDGE REAL ESTATE COMPANY
                       BIG BOULDER CORPORATION
-------------------------------------------------------------------------------
       (exact name of Registrants as specified in their charters)

State or other jurisdiction of incorporation or organization:
     Pennsylvania

                                       24-0854342 (Blue Ridge)
I.R.S. Employer Identification Number: 24-0822326 (Big Boulder)

Address of principal executive office:   Blakeslee, Pennsylvania
                             Zip Code:    18610

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

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

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

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


     Indicate by check mark whether the  registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days: Yes X No___

                                       1
<PAGE>

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

     The aggregate market value of common stock, without par value, stated value
$.30 per combined  share,  held by  non-affiliates  at February  14,  2003,  was
$20,310,978.  The  market  value per share is based  upon the per share  cost of
shares  as  indicated  over  the  counter  on  October  31,  2002.  There  is no

established public trading market for the Companies' stock.

     Number of shares  outstanding  of each of the  issuer's  classes  of common
stock.

            Class                  Outstanding February 14, 2003
Common Stock, without par value                 1,916,130 Shares
  stated value $.30 per combined share

                    DOCUMENTS INCORPORATED BY REFERENCE

     Specified portions of the Companies' 2002 Annual Report to Shareholders are
incorporated by reference into Part II hereof.

     Specified  portions of the Companies'  definitive  Proxy  Statement for the
2002 Annual Meetings of Shareholders to be filed pursuant to Regulation 14A with
the Securities and Exchange  Commission not later than 120 days after the end of
the fiscal year covered by this report and is incorporated  herein by reference.
__________________
*Under a Security  Combination  Agreement between Blue Ridge
Real Estate Company ("Blue Ridge") and Big Boulder  Corporation  ("Big Boulder")
(the  "Corporations")  and under the By-Laws of the Corporations,  shares of the
Corporations are combined in unit  certificates,  each certificate  representing
the  same  number  of  shares  of  each  of the  Corporations.  Shares  of  each
Corporation  may be transferred  only together with an equal number of shares of
the other Corporation.  For this reason, a combined Blue Ridge /Big Boulder Form
10-K is being filed. Except as otherwise  indicated,  all information applies to
both Corporations.



                                       2
<PAGE>


                              FORM 10-K
                                PART I
ITEM 1.  BUSINESS

   BLUE RIDGE REAL ESTATE COMPANY

     Blue Ridge Real Estate Company ("Blue  Ridge"),  which was  incorporated in
Pennsylvania  in 1911, is believed to be one of the largest owners of investment
property in  Northeastern  Pennsylvania.  It owns 18,682 acres of land which are
predominately located in the Pocono Mountains.  These lands are held entirely as
investment  property.  Income  is  derived  from  these  lands  through  leases,
selective timbering by others, condemnation, sales, and other dispositions. Blue
Ridge also owns the Jack Frost Mountain Ski Area,  which is leased to Jack Frost
Mountain Company, a 225-site campground, a retail store leased to Wal-Mart and a
shopping center. The ski area, campground,  retail store and shopping center are
more fully described under Item 2.

     Jack Frost Mountain  Company,  a wholly-owned  subsidiary of Blue Ridge was
incorporated in  Pennsylvania in 1980 and commenced  operations on June 1, 1981.
It was  created to lease and  operate  the Jack Frost  Mountain  Ski Area and to
provide  certain  services to other  facilities,  such as the Snow Ridge  resort
community,  and to operate recreational facilities located within the Jack Frost
Mountain tract.

     Northeast  Land  Company,  a wholly  owned  subsidiary  of Blue Ridge,  was
incorporated in Pennsylvania in 1967. The major assets of the company consist of
103 acres of land in  Northeast  Pennsylvania.  Revenues  are from  managing the
rental  homes at Snow  Ridge,  Blue  Heron,  Laurelwoods  and  Midlake as resort
accommodations,  from  real  estate  commissions  for the sale of homes at these
resort  communities,  and from Trust and Condo fees for Services to these resort
communities. Northeast Land Company also receives revenue from a land lease to a
Burger King franchise, and leased space on a 196-foot communication tower.

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

     Blue Ridge employs 23 full-time  employees.  Jack Frost  Mountain  Company,
which operates the Jack Frost Mountain Ski Area, has 51 full-time  employees and
during the skiing  season  there are  approximately  500  additional  employees.
Northeast Land Company has 16 full-time employees.

                                       3
<PAGE>


   BIG BOULDER CORPORATION

     Big Boulder Corporation ("Big Boulder") was incorporated in Pennsylvania in
1949.  The major assets of the company are 929 acres of land,  which  includes a
175-acre lake, the Big Boulder Ski Area, and the Mountain's  Edge. The principal
source of revenue for Big Boulder is derived from the Big Boulder Ski Area which
is leased to Lake Mountain Company.

     Lake Mountain Company, a wholly-owned subsidiary of Big Boulder Corporation
was  incorporated in  Pennsylvania  in 1983 and commenced  operations on June 1,
1983. It was created to lease and operate the Big Boulder Ski Area,  and operate
the  recreational  facilities  as they are located  within the Big Boulder  Lake
tract.

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

     Big Boulder has no employees. Lake Mountain Company, which operates the Big
Boulder Ski Area, no longer has any  employees.  The Lake  Mountain  Company has
been  merged with the payroll of Jack Frost  Mountain  Company.  Big Boulder Ski
area  has  11  full-time   employees.   During  the  skiing  season,  there  are
approximately 525 additional employees.

   INDUSTRY SEGMENT INFORMATION

     Information  with  respect to business  segments is presented in Note 13 to
the Registrants' financial statements included in Item 8.

     The  quarterly  results of operations  for the Fiscal year 2002,  the seven
months ended  October 31, 2001 and Fiscal year 2001 reflect the cyclical  nature
of the Companies'  business since (a) the Companies' two ski facilities  operate
principally   during  the  months  of  December   through  March  and  (b)  land
dispositions  occur sporadically and do not follow any pattern during the fiscal
year. Costs and expenses,  net of revenues  received in advance  attributable to
the ski  facilities for the months of April through  November,  are deferred and
recognized  as revenue  and  operating  expenses,  ratably,  over the  operating
period.





                                       4
<PAGE>


ITEM 2.  PROPERTIES

     A. BLUE RIDGE REAL ESTATE  COMPANY The  physical  properties  of Blue Ridge
consist of  approximately  18,785 acres owned by Blue Ridge and  Northeast  Land
Company,  the Jack  Frost  Mountain  Ski Area,  the Fern Ridge  Campground,  the
Wal-Mart Store, the Dreshertown  Shopping  Center, a sewage treatment  facility,
corporate headquarters building, and other miscellaneous facilities.

         SKI FACILITIES

     The Jack  Frost  Mountain  Ski Area,  under  lease to Jack  Frost  Mountain
Company  since  June 1, 1981,  is  located  near  White  Haven,  Carbon  County,
Pennsylvania, and commenced operations in December 1972. The Jack Frost Mountain
Ski Area consists of twenty-one  slopes and trails  including a snowboard slope,
snowmobile  course,   snowtubing  hill,  four  double  chairlifts,   two  triple
chairlifts,  one quad chairlift, one dual double chairlift and various buildings
including a Summit Lodge with food service, a cocktail lounge, a ski shop, and a
ski rental shop. The total lift capacity per hour is 13,200 skiers.  These lifts
are in good  condition and are operated as needed  during the ski season.  These
facilities  are  situated  on  approximately  473 acres  owned by Blue Ridge and
leased to Jack Frost Mountain Company.  The total capital  investment in the ski
area is  $23,071,734,  the major  portion  of which  represents  the cost of the
slopes and trails,  chairlifts,  snowmaking  equipment,  water supply, roads and
parking areas,  and all buildings  including the Summit Lodge.  The remainder is
for  furnishings  and  equipment  for  the  Summit  Lodge,  trucks,  maintenance
equipment,  and  miscellaneous  outside  equipment.  At  October  31,  2002  the
out-standing debt on the Jack Frost Mountain Ski Area was $1,683,028.

          REAL ESTATE MANAGEMENT OPERATIONS

     The Wal-Mart  Store  located in Laurens,  South  Carolina,  was acquired in
September 1990 for cash  consideration of $2,190,470 which was the total capital
investment  at October  31,2002.  The building  consists of 70,000  square feet,
located on 10.217  acres of land and is leased to Wal-Mart on a triple net basis
through January 31, 2039. At October 31, 2002 a mortgage totaling $1,208,439 was
outstanding on this property.

     The  Dreshertown  Plaza  Shopping  Center,   Dresher,   Montgomery  County,
Pennsylvania,  was acquired in July 1986 for  consideration  of $4,592,579.  The
center consists of approximately 101,233 square feet located on approximately 15
                                       5
<PAGE>
5 acres of land. On October 31, 2002,  the center was 97% occupied  under leases
expiring on various dates from November 30, 2002 to October 31, 2021.  The total
capital investment in the shopping center is $5,507,866.  At October 31, 2002, a
mortgage  totaling   $4,599,000  was  out-standing  on  this  property  and  was
classified as a current obligation.

     The Fern Ridge  Campground is located at the  intersection of Route 115 and
Interstate 80 in Monroe  County,  Pennsylvania.  This  campground is built on 85
acres and consists of 225 campsites,  75 with water and electric, 25 with rustic
cabins and the remaining 125 are wilderness  sites. Its operating period is from
April 1 through September 30. At October 31, 2002, the Companies'  investment in
this facility was $994,727.

     Blue Ridge owns 18,682 acres of land which are predominately located in the
Pocono  Mountains.  The majority of this  property is leased to various  hunting
clubs.  Blue Ridge  also owns  several  cottages  in the area that are leased to
private individuals and two communications towers (a 196 foot and an 85 foot).

     Blue  Ridge  owns  and  leases  to Jack  Frost  Mountain  Company  a sewage
treatment facility to serve the resort housing at Jack Frost Mountain. The total
investment in this facility at October 31, 2002 was $1,242,089 with  outstanding
debt of $65,757.

     Blue  Ridge  also owns The Sports  Complex  at Jack  Frost  Mountain  which
consists of a swimming pool, fitness trail, tennis courts, motocross/B.M.X.  and
A.T.V. (All Terrain Vehicle) park and accompanying buildings.  The Stretch is an
exclusive  fishing club. The Corporate  Office  Building is located on Route 940
and Mosey Wood Road.

     Northeast  Land  Company  owns 103 acres of land  which are  located in the
Pocono Mountains and a 196 foot communication tower.

     For the Fiscal year ended  October 31, 2002,  revenues  from  operations of
Blue Ridge and its subsidiaries  amounted to $12,731,076.  Approximately  41% of
this revenue or  $5,235,583  was derived  from the Jack Frost  Mountain Ski Area
which operated 85 days during the fiscal year.



                                       6
<PAGE>

     B. BIG BOULDER CORPORATION

     The physical  properties owned by Big Boulder consist of approximately  929
acres, the Big Boulder Ski Area, a sewage treatment facility, two communications
towers (a 200 foot and a 300 foot), and the Mountain's Edge.

        SKI FACILITIES

     The Big Boulder  Ski Area's  physical  properties  have been leased to Lake
Mountain Company since June 1, 1983, and are located in Kidder Township,  Carbon
County, Pennsylvania. Big Boulder Ski Area commenced operations in 1947. The Big
Boulder  Ski Area  contains  fourteen  slopes and trails  including  a snowboard
terrain park,  snowtubing hill, five double  chairlifts,  two triple chairlifts,
and various buildings including a base lodge, providing food service, a cocktail
lounge, a ski shop and a ski rental service. The total lift capacity per hour is
9,600  skiers.  These  lifts are in good  condition  and are  operated as needed
during the ski season.  These  facilities are situated on approximately 90 acres
owned  by Big  Boulder.  The  total  capital  investment  in  the  ski  area  is
$13,477,413.  At October 31, 2002, the  outstanding  debt on the Big Boulder Ski
Area was $320,827.

       REAL ESTATE MANAGEMENT OPERATIONS

     A sewage treatment  facility was constructed by Big Boulder  Corporation to
serve the resort  housing  within the Big Boulder  tract.  The  facility has the
capacity of  treating  225,000  gallons  per day and is leased to Lake  Mountain
Company for  operation.  The capital  investment  in the facility at October 31,
2002, was $1,517,769 with an outstanding debt of $172,754 at that date.

     Big Boulder  Corporation  constructed the Mountain's Edge Restaurant  which
consists  of 8,800  square  feet and is located on the east shore of Big Boulder
Lake, Kidder Township,  Carbon County,  Pennsylvania.  The facility, leased to a
private  operator,  commenced  operations in May 1986. The restaurant has dining
capacity for 100 patrons.  The capital investment in the facility at October 31,
2002 was $1,597,453.

     Big  Boulder  owns 929  acres  of land  which  are  located  in the  Pocono
Mountains.  The Big Boulder Lake Club includes a 175-acre  lake,  swimming pool,
tennis  courts,  boat docks and  accompanying  buildings.

                                       7
<PAGE>


     For the Fiscal year ended October 31, 2002, revenues from operations of Big
Boulder amounted to $5,904,835.  Approximately 81% of this revenue or $4,779,492
was  derived  from the Big  Boulder  Ski Area which  operated 75 days during the
fiscal year.

  ITEM 3.   LEGAL PROCEEDINGS
     Not applicable.

  ITEM 4.  SUBMISSION  OF MATTERS TO A VOTE OF  SECURITY  HOLDERS
     Not applicable.

  ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANTS
                                               Age     Office Held Since
                  Patrick M. Flynn              26                2001
                  President

                  Eldon D. Dietterick           57                1995
                  Executive Vice-President/Treasurer


     All officers of the Registrants  serve for a one-year period or until their
election at the first meeting of the Board of Directors after the Annual Meeting
of Shareholders.

     Patrick  M.  Flynn was  appointed  President  in  October  2001.  He is the
Director of Real Estate at Kimco Realty Corporation.

     Eldon D.  Dietterick was appointed  Executive  Vice-President/Treasurer  in
October,  2001. He has been  employed by the  Registrants  on a full-time  basis
since January 1985; he was appointed Secretary/Treasurer in October 1998.

  ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
          MATTERS

     Information  required with respect to Registrants' common stock and related
shareholder  matters is incorporated herein by reference to the caption entitled
"Price Range of Common Shares and Dividend Information" on Page 17 of the Fiscal
2002 Annual Report to Shareholders.

  ITEM 6. SELECTED FINANCIAL DATA

     Information  required  with  respect  to the  specified  financial  data is
incorporated  herein by reference to Page 17 of the Fiscal 2002 Annual Report to
Shareholders.



                                       8
<PAGE>


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

     Information  required  with respect to  Registrants'  financial  condition,
changes in financial  condition and results of operations is incorporated herein
by reference to Pages 17 to 20 of the Fiscal 2002 Annual Report to Shareholders.

  ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     Not applicable.

  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The required financial  statements are incorporated  herein by reference to
Pages 2 through 16 of the Fiscal 2002 Annual Report to Shareholders.

  ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURES
    Not applicable.


  PART III

  ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

     The information  concerning  Directors  required by Item 10 of Form 10-K is
set  forth  under  the  caption  "Election  of  Directors"  in the  Registrants'
definitive  Proxy  Statement for the 2002 Annual  Meetings of Shareholders to be
filed pursuant to Regulation 14A with the Securities and Exchange Commission not
later than 120 days after the end of the fiscal year  covered by this report and
is incorporated herein by reference.

     The information  concerning  Executive Officers required by Item 10 of Form
10-K is set forth in Item 4A of this report.

           CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANTS
                                                Employed in Present
                                               Age   Position Since
     Richard T. Frey, Vice-President            52            2001
     Carl V. Kerstetter, Director of Marketing  52            1991
     Cynthia A. Barron, Controller              39            1996

     Richard  T. Frey,  Carl V.  Kerstetter  and  Cynthia  A.  Barron  have been
employed by the  Registrants  on a full-time  basis for more than five years.


                                       9
<PAGE>


     ITEM  11.  EXECUTIVE  COMPENSATION  The  information  concerning  Executive
Compensation  required  by Item 11 of Form 10-K is set forth  under the  caption
"Renumeration   of  Executive   Officers  and  Directors"  in  the  registrant's
definitive  Proxy  Statement for the 2002 Annual  Meetings of Shareholders to be
filed pursuant to Regulation 14A with the Securities and Exchange Commission not
later than 120 days after the end of the fiscal year  covered by this report and
is incorporated herein by reference.

  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The
information  required  by Item 12 of Form  10-K is set forth  under the  caption
"Holdings of Common Stock" in the  Registrants'  definitive  Proxy Statement for
the Transition Period of the Seven Months Ended October 31, 2001 Annual Meetings
of  Shareholders  to be filed pursuant to Regulation 14A with the Securities and
Exchange  Commission  not later  than 120 days  after the end of the  transition
period covered by this report and is incorporated herein by reference.


  ITEM 13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS  Kimco  Realty
Corporation is the controlling shareholder and is presently providing consulting
services to the Companies.

  ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
           AND REPORTS ON FORM 8-K

     A. (1) Financial  statements  included in  Registrants'  Fiscal 2002 Annual
Report to Shareholders on Pages 2 through 16 are incorporated by reference.  The
Report of Independent  Auditors for the combined financial statements appears on
Page 22 of this Form 10-K.

     (2)  Financial  Statement  Schedules  The  following is a list of financial
statement schedules filed as part of this Annual Report on Form 10-K. The report
of Independent  Auditors for the financial statement schedule appears on Page 21
of this Form 10-K. All other  schedules  omitted  herein are so omitted  because
either (1) they are not applicable, (2) the required information is shown in the
financial statements, or (3) conditions are present which permit their omission,
as set  forth  in  the  instructions  pertaining  to the  content  of  financial
statements:






                                       10
<PAGE>

   Schedules: III.  Real Estate and Accumulated Depreciation

     (3) Exhibits,  Including Those Incorporated by Reference The following is a
list of  Exhibits  filed as part of this  Annual  Report on Form 10-K.  Where so
indicated by footnote,  Exhibits that were previously  filed are incorporated by
reference.  For Exhibits incorporated by reference,  the location of the Exhibit
in the previous filing is indicated in parentheses.

                                                  Legend for
                                                  Documents
                                                  Incorporated
Articles of Incorporation and By-Laws             By Reference
     3( 1).1  Articles of Incorporation                     (1)
     3( 1).4  Articles of Amendment                         (2)
     3(ii).1  By-Laws of Blue Ridge Real Estate Company
                as amended through July 25, 1990            (8)
     3(ii).2  By-Laws of Big Boulder Corporation
                as amended through July 25, 1990            (8)

Instruments Defining the Rights of Security
            Holders including Indentures

      4.1   Specimen Certificate for Shares of Common Stock (1)

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES
                  AND REPORTS ON FORM 8-K           (Continued)
                                                    Legend for
                                                    Documents
                                                    Incorporated
                                                    By Reference
     4.2      Security Combination Agreement              (1)
     4.3      Revised Specimen Unit Certificates
               for shares of common stock                 (7)
   Material Contracts
              Financial Agreements
    10.1.1    Mortgage Relating to the Construction
               of the Jack Frost Mountain Ski Area        (2)
    10.1.2    Construction Loan - Jack Frost
               Mountain Ski Area                          (3)
    10.1.3    Loan from PNC Bank, Wilkes-Barre            (4)
    10.1.4    First Mortgage, Principal Mutual,
               Building leased to Wal-Mart                (8)
    10.1.16   First Mortgage, First Union National Bank,
               Dreshertown Plaza Shopping Center,
               Montgomery County
    10.1.5    Mortgage Relating to New Lift - Jack Frost
               Ski Area, Manufacturers and Traders Trust
               Company


                                       11
<PAGE>


              Acquisition of Properties
    10.2.1    Acquisition of Dreshertown Plaza
               Shopping Center                            (6)
    10.2.2    Acquisition of Building leased to
               Wal-Mart                                   (8)

              Lease
    10.3.1    Building leased to Wal-Mart                (10)

   Agreement with Executive Officers and Director
    10.4.1    Stock Option - Michael J. Flynn             (9)
              Stock Option Agreement - Michael J. Flynn

    10.4.2    Stock Option - Patrick M. Flynn
              Stock Option Agreement - Patrick M. Flynn

    10.4.3    Stock Option - Eldon D. Dietterick
              Stock Option Agreement - Eldon D. Dietterick

    10.4.4    Stock Option - Richard T. Frey
              Stock Option Agreement - Richard T. Frey

    10.4.5    Stock Option - Mark Daubert
              Stock Option Agreement - Mark Daubert

    13.1      The Registrants' Fiscal 2002 Annual Report to
              Shareholders, to the extent referred to in the
              responses to the Items of this Annual Report.

              Subsidiaries of the Registrants
    21.1      List of the Subsidiaries of the Registrants (6)

    99.1      Certification of Chief Executive Officer

    99.2      Certification of Chief Financial Officer



              (1) Filed September 23, 1966 as an Exhibit to Form
                  10-K and incorporated herein by reference

              (2) Filed August 22, 1973 as an Exhibit to Form
                  10-K and incorporated herein by reference

              (3) Filed August 27, 1975 as an Exhibit to Form
                  10-K and incorporated herein by reference

              (4) Filed February 7, 1975 as an Exhibit to Form
                  8-K and incorporated herein by reference

              (5) Northeast Land Company - Incorporated in
                   Commonwealth of Pennsylvania

                                       12
<PAGE>

       ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                  AND REPORTS ON FORM 8-K          - (Continued)

                  Jack Frost Mountain Company - Incorporated
                   in Commonwealth of Pennsylvania
                  Lake Mountain Company - Incorporated in
                   Commonwealth of Pennsylvania
                  Big Boulder Lodge, Inc. - Incorporated in
                   Commonwealth of Pennsylvania
                  BRRE Holdings, Inc. - Incorporated in
                   State of Delaware
                  BBC  Holdings, Inc. - Incorporated in
                   State of Delaware

              (6) Filed August 28, 1987 as an Exhibit to Form
                  10-K and incorporated herein by reference

              (7) Filed August 28, 1990 as an Exhibit to Form
                  10-K and incorporated herein by reference

              (8) Filed August 26, 1991 as an Exhibit to Form
                  10-K and incorporated herein by reference

              (9) Filed August 26, 1994 as an  Exhibit to Form
                  10-K and incorporated herein by reference

             (10) Filed August 29, 1995 as an Exhibit to Form
                  10-K and incorporated herein by reference.



     Copies of Exhibits are available to Shareholders by contacting Christine A.
Liebold,  Secretary,  Blakeslee,PA 18610. A charge of $.25 per page to cover the
Registrants' expenses will be made.

           Reports on Form 8-K
                   None













                                       13
<PAGE>


____________________________________________________EXHIBIT 99.1

     CERTIFICATION  PURSUANT TO 18 U.S.C.  SECTION 1350, AS ADOPTED  PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



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

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

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



     /s/ PATRICK M. FLYNN

     Patrick M. Flynn
     Chief Executive Officer and President
     January 29, 2003
















                                       14
<PAGE>


____________________________________________________EXHIBIT 99.2

     CERTIFICATION  PURSUANT TO 18 U.S.C.  SECTION 1350, AS ADOPTED  PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



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

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the  Securities  Exchange  Act of 1934 (15  U.S.C.  Section  78m(a)  or
Section 78o(d); and
     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Registrants.



     /s/ ELDON D. DIETTERICK

     Eldon D. Dietterick
     Executive Vice President and Treasurer
     (Chief Financial Officer)
     January 29, 2003















                                       15
<PAGE>


                              SIGNATURES

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

BLUE RIDGE REAL ESTATE COMPANY     BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION            BIG BOULDER CORPORATION

By:__________________________      By: _________________________
    Patrick M. Flynn                    Eldon D. Dietterick
    President                           Exec. Vice-President/Treasurer
    Dated:   1-29-03                    Dated:   1-29-03


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

     Each person in so signing also makes,  constitutes and appoints  Patrick M.
Flynn, President, his true and lawful  attorney-in-fact,  in his name, place and
stead to  execute  and  cause  to be filed  with  the  Securities  and  Exchange
Commission any or all amendments to this report.


       Signature           Title                         Date


_______________________                                 1-29-03
 Michael J. Flynn          Chairman of the Board

_______________________                                 1-29-03
 Patrick M. Flynn          President

_______________________                                 1-29-03
 Eldon D. Dietterick       Executive Vice-President &
                           Treasurer

_______________________                                 1-29-03
 Milton Cooper             Director

_______________________                                 1-29-03
 Wolfgang Traber           Director

                                      16
<PAGE>


CERTIFICATION

I, PATRICK M. FLYNN, certify that:

     1. I have  reviewed  this  annual  report on Form 10-K of Blue  Ridge  Real
Estate Company/Big Boulder Corporation;

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

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

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

     5. The registrant's other certifying officers, and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):



                                       17
<PAGE>


     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and


     6. The registrant's other certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.


January 17, 2003                ________________________________
                                Patrick M. Flynn
                                President



























                                       18
<PAGE>


CERTIFICATION

I, ELDON D. DIETTERICK, certify that:

     1. I have  reviewed  this  annual  report on Form 10-K of Blue  Ridge  Real
Estate Company/Big Boulder Corporation;

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

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

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

     5. The registrant's other certifying officers, and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):





                                       19
<PAGE>



     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's
internal controls; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.


January 17, 2003          ______________________________________
                          Eldon D. Dietterick
                          Executive Vice President and Treasurer



























                                       20
<PAGE>

INDEPENDENT AUDITORS' REPORT ON
FINANCIAL STATEMENT SCHEDULES


To the Board of Directors of
Blue Ridge Real Estate Company and
Big Boulder Corporation:



     We have audited the combined financial statements of Blue Ridge Real Estate
Company and  subsidiaries  and Big Boulder  Corporation  and  subsidiaries  (the
"Companies") as of October 31, 2002 and 2001, and for the year ended October 31,
2002, the seven months ended October 31, 2001 and the year ended March 31, 2001,
and have issued our report  thereon  dated  January  17,  2003;  such  financial
statements  and report are  included in your  October 31, 2002 Annual  Report to
Shareholders and are incorporated herein by reference.  Our audits also included
the combined financial  statement  schedules of the Companies listed in Item 14.
These financial  statement  schedules are the  responsibility  of the Companies'
management.  Our  responsibility is to express an opinion based on our audit. In
our opinion,  such combined financial  statement  schedules,  when considered in
relation to the basic combined  financial  statements taken as a whole,  present
fairly in all material respects the information set forth therein.

/S/

Parente Randolph, P.C.
Wilkes-Barre, Pennsylvania
January 17, 2003












                                       21
<PAGE>




INDEPENDENT AUDITORS' REPORT

To the Shareholders of
Blue Ridge Real Estate Company and
Big Boulder Corporation:

     We have  audited  the  combined  balance  sheets of Blue Ridge Real  Estate
Company and  subsidiaries  and Big Boulder  Corporation  and  subsidiaries  (the
"Companies")  as of  October  31,  2002  and  2001,  and  the  related  combined
statements  of operations  and earnings  retained in the business and cash flows
for the year ended October 31, 2002, the seven months ended October 31, 2001 and
the year ended March 31, 2001. These financial statements are the responsibility
of the Companies'  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

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

     In our opinion, the combined financial statements referred to above present
fairly, in all material respects,  the combined financial position of Blue Ridge
Real  Estate  Company  and   subsidiaries   and  Big  Boulder   Corporation  and
subsidiaries  as of  October  31,  2002  and  2001,  and the  results  of  their
operations  and their cash flows for the year ended October 31, 2002,  the seven
months  ended  October 31, 2001 and the year ended March 31, 2001 in  conformity
with accounting principles generally accepted in the United States of America.

/S/

Parente Randolph, P.C.
Wilkes-Barre, Pennsylvania
January 17, 2003, except for
Note 4 and Note 5 paragraph (b),
as to which the date is January 28, 2003


                                       22
<PAGE>




                             Combined Schedule III
           REAL ESTATE AND ACCUMULATED DEPRECIATION OCTOBER 31, 2002

COLUMN A            COLUMN B    COLUMN C             COLUMN D

                                                     Cost Capitalized
                                Initial Cost            Subsequent to
                                to company              Acquisition
                                            Buildings &
Description         Encumbrances    Land    Improvements  Improvements

Land located in N.E. Pa
including various
improvements                     1,867,766      49,915       5,451,399

Corporate Building                             282,918         470,907

Building Leased
to Others
Eastern Pa
Exchanged Asset -
Shopping Center      5,700,000     780,700   4,554,235         172,931
Other                        0           0           0       2,437,509
Laurens, SC          1,600,000     276,000   1,914,470               0
Total                7,300,000   2,924,466   6,801,538       8,249,828

                        Column E                              Column F

                     Gross Amount at which carried
                       at close of Period (1) (2)
                                Building                   Accumulated
                        Land    Improvements   Total      Depreciation
Land located in NE PA
including various
improvements         1,867,353   5,501,314   7,368,667       3,190,650

Corporate Building                 470,907     470,907         293,054

Building Leased
to Others
Eastern Pa
Exchanged Asset -
Shopping Center        780,700   4,727,166   5,507,866       2,980,584
Other                        0   2,437,508   2,437,508       1,429,049
Laurens, SC            276,000   1,914,470   2,190,470         760,469
Total                2,924,053  15,051,365  17,975,418       8,653,806





                                       23
<PAGE>





                            Column G      Column H     Column I

                                                    Life on which
                                                    Depreciation in
                           Date of       Date       latest income
                           Construction  Acquired   Statement
                                                    is computed

Land located in NE PA
Including various
improvements               Various      Various       5 to 30 Yrs

Corporate Building                      1982         10 to 30 Yrs

Buildings leased to others
Eastern PA Exchanged Asset
Shopping Center            N/A          Various       5 to 30 Yrs
Other                      N/A          Various       5 to 30 Yrs
Laurens, SC                N/A          Various       5 to 30 Yrs

     (1) Activity for the fiscal years ended October 31, 2002,  October 31, 2001
and March 31, 2001 is as follows:

                                  10/31/02     10/31/01      3/31/01
Balance at beginning of year    17,890,456   17,961,131   17,012,095
Additions during year:              29,320
Improvements                        56,795       90,637      426,502
(reclassify)                             0     (161,312)     523,738
                                17,976,571   17,890,456   17,962,335

Deductions during year:
Cost of Real Estate Sold             1,153            0        1,204
Balance at end of year          17,975,418   17,890,456   17,961,131

     (2) The aggregate  cost for Federal Income Tax purposes at October 31, 2002
is $16,674,098.

     (3) Activity for the fiscal years ended October 31, 2002,  October 31, 2002
and March 31, 2001 is as follows:

                                   10/31/02    10/31/01      3/31/01

Balance at beginning of year      8,191,729   7,922,283    7,472,074
   Additions during year:
   (Reclassification)
   Current year depreciation        462,077     269,446      450,209
   Less retirements                       0           0            0
Balance at end of year            8,653,806   8,191,729    7,922,283






                                       24
<PAGE>



                        BLUE RIDGE REAL ESTATE COMPANY
                            BIG BOULDER CORPORATION

To Our Shareholders:

     Operating  results  have  shown a significant improvement.  For the fiscal
year ending October 31, 2002 the  Companies  report a net income of $686,758 or
$.36 per combined share compared to a net loss  of  ($804,422)  or  ($.42)  per
combined share for the 7-month fiscal year ending October 31, 2001.

     We  aggressively  promoted  our  website JFBB.com for internet sales in an
effort  to  draw volume.  The Ticket Express  and  Rental  Express  reservation
system  created   for  customer  convenience  the  previous  year  proved  very
successful and continues  to  contribute  to the profitability of online sales.
We  have  seen an increase over the past year  in  internet  purchases  by  our
customers.

     We actively  pursued  the New York and Philadelphia markets with radio and
network  television to promote  winter  sports.   An  additional  $185,000  was
 received through a Regional Marketing Initiative with the State of
Pennsylvania to increase  our  reach  and  frequency.   We also initiated a
public relations program.

     Numerous sponsorships, including Pepsi  and  Subaru,  provide  the company
with   monetary   contributions.    These  marketing  partnerships  provide  us
additional advertising exposure.

     Future  development  opportunities   and  real  estate  ventures  for  the
companies'  large landholdings continue to be  studied.   Subdivision  of  land
within our core  area  will  provide  a  variety  of opportunities for housing,
industry and commerce.  Management will continue to  keep  a  close  eye on the
local real estate market as they develop strategies for moving forward.

     This past year the company invested in significant capital improvements at
both  ski  areas  that  include  increased snow making capacity at Big Boulder,
construction of new Dual Double lift  at Jack Frost Mountain, new equipment and
improvements to the terrain parks at both areas.

     The Blue Ridge Companies is fortunate to have a talented team of employees
with many collective years of experience  in  resort management and operations.
These people are resourceful and forward-thinking  individuals with a vision to
keep the company profitable and a valuable interest  to  our  shareholders.   I
want  to  thank them for their contributions to the companies' performance this
year and I look forward to working with them in the upcoming New Year.




                                     Patrick M. Flynn
                                     President


Blakeslee, Pennsylvania
January 17, 2003



                                       1
<PAGE>





                BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES
                                      AND
                   BIG BOULDER CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
                           COMBINED BALANCE SHEETS
<S>                                                      <C>         <C>
OCTOBER 31, 2002 AND 2001
ASSETS                                                   10/31/02    10/31/01
CURRENT ASSETS:
  CASH AND CASH EQUIVALENTS
    (ALL FUNDS ARE INTEREST BEARING)                     $261,311    $263,178
  ACCOUNTS RECEIVABLE                                    388,292      376,838
  INVENTORIES                                            247,460      231,771
  PREPAID EXPENSES AND OTHER
       CURRENT ASSETS                                     918,210     730,382
      DEFERRED OPERATING COSTS                          2,275,784   2,106,478
                                                        ---------   ---------
              TOTAL CURRENT ASSETS                      4,091,057   3,708,647
                                                        ---------   ---------
CASH HELD IN ESCROW                                       107,909           0
                                                          -------           -
PROPERTIES:
   LAND, PRINCIPALLY UNIMPROVED
    (19,714 AND 19,741 RESPECTIVELY,
    ACRES PER LAND LEDGER)                              1,867,352   1,868,505
   LAND IMPROVEMENTS, BUILDINGS AND EQUIPMENT          56,190,649  53,985,296
                                                       ----------  ----------
                                                       58,058,001  55,853,801
   LESS ACCUMULATED DEPRECIATION
   AND AMORTIZATION                                    37,611,139  36,636,005
                                                       ----------  ----------
                                                       20,446,862  19,217,796
                                                       ----------  ----------
                                                      $24,645,828 $22,926,443
                                                      =========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY                    10/31/02     10/31/01
CURRENT LIABILITIES:
   NOTES PAYABLE - LINE OF CREDIT                       $600,000     $648,195
   CURRENT INSTALLMENTS OF LONG-TERM DEBT              5,266,548      720,435
   ACCOUNTS AND OTHER PAYABLES                           913,825      544,734
   ACCRUED CLAIMS                                        208,642      134,770
   DEFERRED INCOME TAXES                                 796,000      625,292
   ACCRUED PENSION EXPENSE                               890,493      732,580
   ACCRUED LIABILITIES                                   631,913      999,527
   DEFERRED REVENUE                                      698,242      638,875
                                                         -------      -------
           TOTAL CURRENT LIABILITIES                  10,005,663    5,044,408
                                                      ----------    ---------
LONG-TERM DEBT, LESS CURRENT INSTALLMENTS              2,783,257    6,949,805
                                                       ---------    ---------
DEFERRED INCOME TAXES                                  1,110,000      842,117
                                                       ---------      -------
OTHER NON-CURRENT LIABILITIES                             28,756       48,219
                                                          ------       ------
DEFERRED INCOME NON-CURRENT                              515,631      515,631
                                                         -------      -------
COMMITMENTS AND CONTINGENCIES
COMBINED SHAREHOLDERS' EQUITY:
     CAPITAL STOCK, WITHOUT PAR VALUE,
      STATED VALUE $.30 PER COMBINED
      SHARE, BLUE RIDGE AND BIG BOULDER
      EACH AUTHORIZED 3,000,000 SHARES,
      EACH ISSUED 2,198,148 SHARES                       659,444      659,444
     CAPITAL IN EXCESS OF STATED VALUE                 1,461,748    1,461,748
     EARNINGS RETAINED IN THE BUSINESS                10,166,211    9,479,453
                                                      ----------    ---------
                                                      12,287,403   11,600,645

   LESS COST OF 281,968 AND 280,968
    SHARES OF CAPITAL STOCK IN TREASURY
    AS OF OCTOBER 31, 2002 AND 2001, RESPECTIVELY      2,084,882    2,074,382
                  --- ----     -----                   ---------    ---------
                                                      10,202,521    9,526,263
                                                      ----------    ---------
                                                     $24,645,828  $22,926,443
                                                     ===========  ===========
</TABLE>

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


                                       2
<PAGE>



                BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES
                                      AND
                   BIG BOULDER CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
COMBINED STATEMENTS OF OPERATIONS
AND EARNINGS RETAINED IN THE BUSINESS
FOR THE YEAR ENDED OCTOBER 31, 2002,
THE SEVEN MONTHS ENDED OCTOBER 31, 2001
AND THE YEAR ENDED MARCH 31, 2001
                                          10/31/02    10/31/01     03/31/01
<S>                                      <C>          <C>        <C>

REVENUES:
  SKI OPERATIONS                        $10,015,075          $0  $11,267,371
  REAL ESTATE MANAGEMENT                  3,029,396   1,562,649    3,109,799
  SUMMER RECREATION OPERATIONS            2,439,963   2,099,387    2,651,591
  LAND RESOURCE MANAGEMENT                1,280,021
  RENTAL INCOME                           1,871,456   1,100,031    1,867,690
                                          ---------   ---------    ---------
                                         18,635,911   4,762,067   18,896,451
                                         ==========   =========   ==========
COSTS AND EXPENSES:
  SKI OPERATIONS                         10,108,567   1,100,477   11,246,003
  REAL ESTATE MANAGEMENT                  2,585,552   1,419,318    2,676,191
  SUMMER RECREATION OPERATIONS            2,250,002   1,935,710    2,292,473
  LAND RESOURCE MANAGEMENT                  523,542
  RENTAL INCOME                             968,084     576,287      950,258
  GENERAL AND ADMINISTRATION                703,976     650,425    1,768,375
                                            -------     -------    ---------
                                         17,139,723   5,682,217   18,933,300
                                         ----------   ---------   ----------
    INCOME (LOSS) FROM OPERATIONS         1,496,188    (920,150)     (36,849)
                                          ---------    --------      -------

OTHER INCOME (EXPENSE):
  INTEREST AND OTHER INCOME                  18,066      55,642      866,127
  INTEREST EXPENSE                         (374,905)   (296,041)    (736,865)
                                           --------    --------     --------
                                           (356,839)   (240,399)     129,262
                                           --------    --------      -------

INCOME (LOSS) BEFORE INCOME TAXES         1,139,349  (1,160,549)      92,413
                                          ---------  ----------       ------

PROVISION (CREDIT) FOR INCOME TAXES:
    CURRENT                                  14,000     (46,453)     259,417
    DEFERRED                                438,591    (309,674)    (419,536)
                                            -------    --------     --------
                                            452,591    (356,127)    (160,119)
                                            -------    --------     --------

NET INCOME (LOSS)                           686,758    (804,422)     252,532

EARNINGS RETAINED IN BUSINESS:
    BEGINNING OF YEAR                     9,479,453  10,283,875   10,031,343
                                          ---------  ----------   ----------
    END OF YEAR                         $10,166,211  $9,479,453  $10,283,875
                                        ===========  ==========  ===========


BASIC AND DILUTED EARNINGS (LOSS) PER WEIGHTED AVERAGE
    COMBINED SHARE                            $0.36      ($0.42)       $0.13
</TABLE>

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

                                       3
<PAGE>

                BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES
                                      AND
                   BIG BOULDER CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED OCTOBER 31, 2002,
THE SEVEN MONTHS ENDED OCTOBER 31, 2001
AND THE YEAR ENDED MARCH 31, 2001
<S>                                       <C>         <C>          <C>
                                          10/31/02    10/31/01    03/31/01
CASH FLOWS FROM (USED IN)
  OPERATING ACTIVITIES:
    NET INCOME (LOSS)                      $686,758   ($804,422)    $252,532
    ADJUSTMENTS TO RECONCILE NET INCOME
        (LOSS) TO NET CASH PROVIDED
        BY(USED IN) OPERATING ACTIVITIES:
      DEPRECIATION AND  AMORTIZATION      1,897,753     352,468    1,969,154
      DEFERRED INCOME TAXES                 438,591    (309,674)    (372,862)
      (GAIN)LOSS ON SALE OF ASSETS            5,490       2,438     (528,242)
      CHANGES IN OPERATING ASSETS
        AND LIABILITIES:
        ACCOUNTS RECEIVABLE                 (11,454)     52,815      19,185
        PREPAID EXPENSES &
          OTHER CURRENT ASSETS             (203,517)   (417,229)    288,575
        DEFERRED OPERATING COSTS           (170,745) (1,310,033)          0
        ACCOUNTS PAYABLE AND ACCRUED
          LIABILITIES                       213,799     (89,664)    866,096
        ACCRUED  INCOME TAXES                     0     (67,387)   (225,726)
        DEFERRED REVENUE                     59,367     322,122     171,584
                                             ------     -------     -------
NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                    2,916,042  (2,268,566)  2,440,296
                                          ---------  ----------   ---------
CASH FLOWS FROM (USED IN)
  INVESTING ACTIVITIES:
    DEFERRED INCOME                               0           0      13,198
    PROCEEDS FROM DISPOSITION
       OF ASSETS                             18,344      20,757     529,446
    ADDITIONS TO PROPERTIES              (3,149,214)   (365,050) (1,874,588)
    CASH HELD IN ESCROW                    (107,909)
                                           --------    --------   ---------
NET CASH USED IN INVESTING ACTIVITIES    (3,238,779)   (344,293) (1,331,944)
                                         ----------    --------  ----------
CASH FLOWS FROM (USED IN) FINANCING
      ACTIVITIES:
    BORROWINGS UNDER SHORT-TERM FINANCING 1,700,000     648,195   2,050,000
    PAYMENT OF SHORT-TERM FINANCING      (1,748,195)          0  (2,050,000)
    ADDITIONS TO LONG-TERM DEBT           1,100,000           0           0
    PAYMENT OF LONG-TERM DEBT              (720,435)   (364,401)   (784,153)
    PURCHASE OF TREASURY STOCK              (10,500)    (36,596)   (248,870)
                                            -------     -------    --------
NET CASH FROM (USED IN) FINANCING
  ACTIVITIES                                320,870     247,198  (1,033,023)
                                            -------     -------  ----------
NET INCREASE (DECREASE) IN CASH &
  CASH EQUIVALENTS                           (1,867) (2,365,661)     75,329
CASH & CASH EQUIVALENTS,
  BEGINNING OF YEAR                         263,178   2,628,839   2,553,510
                                            -------   ---------   ---------
CASH & CASH EQUIVALENTS,
  END OF YEAR                              $261,311    $263,178  $2,628,839
                                           ========    ========  ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  CASH PAID DURING THE YEAR FOR:
    INTEREST                               $376,431    $302,209    $736,054
    INCOME TAXES                           $116,233    $136,311    $427,516
</TABLE>



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



                                       4
<PAGE>


<PAGE>

NOTES TO COMBINED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF COMBINATION:
   The combined  financial  statements  include the accounts of Blue Ridge Real
Estate Company (Blue Ridge) and its wholly-owned  subsidiaries,  Northeast Land
Company, Jack Frost Mountain Company, and BRRE Holdings, Inc.; and  Big Boulder
Corporation  (Big  Boulder)  and  its  wholly-owned subsidiaries, Lake Mountain
Company and BBC Holdings, Inc. Under a Security  Combination  Agreement between
Blue Ridge and Big Boulder and under the by-laws of both Companies,  shares  of
the Companies  are combined in unit certificates, each certificate representing
concurrent  ownership  of  the same number of shares of each company; shares of
each company may be transferred only together with an equal number of shares of
the other company. All significant  intercompany  accounts and transactions are
eliminated.
REVENUE RECOGNITION:
   Revenues are derived from a wide variety of sources, including sales of lift
tickets, ski school tuition, dining, retail stores  equipment  rental, property
management services, timbering and other recreational activities.  Revenues are
recognized  as  services  are  performed. The obligations entered into under  a
timber  contract  typically  run  over  an  18  month  period.   The  Companies
obligations  for  performance  are  fulfilled   at  signing  of  the  contract.
Therefore,  timber revenues are fully recognized when  stumpage  contracts  are
executed.
SEASONALITY:
   Operations  are  highly  seasonal at both ski mountains with the majority of
revenues realized during the  ski  season from late November through the end of
March.  The length of the ski season  and  the  profitability of operations are
significantly  impacted  by weather conditions.  Although  the  mountains  have
snowmaking  capacity  to mitigate  some  of  the  effects  of  adverse  weather
conditions, abnormally warm weather or lack of adequate snowfall can materially
affect revenues.
DISPOSITION OF LAND AND RESORT HOMES:
    The Companies recognize  income  on  the  disposition  of  real  estate  in
accordance  with  the provisions of Statement of Financial Accounting Standards
No. 66, "Accounting  for Sales of Real Estate" (SFAS 66). Down payments of less
than 20% are accounted for as deposits as required by SFAS No. 66.
   The costs of developing  land  for  resale  as resort homes and the costs of
constructing certain related amenities are allocated to the specific parcels to
which the costs relate. Such costs, as well as the costs of construction of the
resort homes, are charged to operations as sales  occur.  Land  held for resale
and resort homes under construction are stated at lower of cost or market.
PROPERTIES AND DEPRECIATION:
    Properties  are  stated at cost. Depreciation and amortization is  provided
principally using the straight-line method over the following years:
<TABLE>
<CAPTION>
Land improvements                      10-30
<S>                                    <C>
Buildings                               3-30
Equipment and furnishings               3-20
Ski facilities:
               Land improvements       10-30
               Buildings                5-30
               Machinery and equipment  5-20
</TABLE>
   Upon sale or retirement of depreciable property, the cost and related
accumulated depreciation are removed from the related accounts, and resulting
gains or losses are reflected in income.
   Interest, real estate taxes, and insurance costs, including those costs
associated with holding unimproved land, are normally charged to expense as
incurred. Interest cost incurred during construction of facilities is
capitalized as part of the cost of such facilities.
   Maintenance and repairs are charged to expense, and major renewals and
betterments are added to property accounts.
   Impairment losses are recognized in operating income as they are determined.
The Companies review their long-lived assets whenever events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable.  In that event, the Companies calculate the expected future net
cash flows to be generated by the asset.  If those net future cash flows are
less than the carrying value of the asset, an impairment loss is recognized in
operating income.  The impairment loss is the difference between the carrying
value and the fair value of the asset.  No such losses were recognized as of
October 31, 2002.



                                       5
<PAGE>


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
DEFERRED OPERATING COSTS:
   Deferred operating  costs  are  capitalized  from April through November for
costs directly related to the winter ski season.   These  costs are deferred in
order  to  match  operating expenses of the ski season with revenues  generated
from ski activities.  Deferred operating costs are then recognized ratably over
the months of December  through  March,  the  ski  season  period.  Significant
expenditures  capitalized  as  deferred  operating  costs at October  31,  2002
include  depreciation,  advertising,  insurance, real estate  taxes  and  other
costs.
INVENTORIES:
   Inventories consist of food, beverage, and retail merchandise and are stated
at cost which approximates market, with  cost  determined  using  the first-in,
first-out method.
DEFERRED REVENUE:
    Deferred revenue includes revenue billed in advance for services  and  dues
which are not yet earned.
INCOME TAXES:
   The  Companies  account  for  income taxes utilizing the asset and liability
method  of  recognizing the tax consequence  of  transactions  that  have  been
recognized for financial reporting or income tax purposes.  Among other things,
this method requires  current recognition of the effect of changes in statutory
tax rates on previously  provided  deferred  taxes.   Valuation  allowances are
established, when necessary, to reduce tax assets to the amount expected  to be
realized.  Blue  Ridge,  including its subsidiaries, and Big Boulder, including
its subsidiaries, report as  separate entities for federal income tax purposes.
State income taxes are reported on a separate company basis.
DEFERRED INCOME:
    Amounts  received under a contract  with  the  Pennsylvania  Department  of
Transportation  for  reimbursement  of  the  cost  of  a  constructed asset are
deferred.  The amounts will be recognized as income over the  period  in  which
depreciation on those assets is charged.  This asset has not yet been placed in
service.
ADVERTISING COSTS:
    Advertising  costs  directly  related  to ski operations are capitalized as
deferred operating costs for the fiscal year ended October 31, 2002.  All other
advertising costs are expensed when incurred.   Advertising  expense for Fiscal
2002,  the seven months ended October 31, 2001 and Fiscal 2001 were $1,463,455,
$216,559 and $1,538,647, respectively.
USE OF ESTIMATES AND ASSUMPTIONS:
    The preparation  of  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates and
assumptions  that  affect  the  reported amounts of assets and liabilities  and
disclosure of contingent assets and  liabilities  at the dates of the financial
statements  and  the  reported  amounts  of revenues and  expenses  during  the
reporting periods. Actual results could differ from those estimates.
STATEMENT OF CASH FLOWS:
    For  purposes  of  reporting  cash  flows,  the   Companies  consider  cash
equivalents to be all highly liquid investments with maturities of three months
or less when acquired.
CONCENTRATION OF CREDIT RISK:
     Financial   instruments  which  potentially  subject  the   Companies   to
concentration of credit risk consist principally of temporary cash investments.
The Companies' temporary  cash  investments are held by financial institutions.
The Companies have not experienced any losses related to these investments.
EARNINGS (LOSS) PER SHARE:
   Basic earnings (loss) per share  is calculated based on the weighted-average
number of shares outstanding.  Diluted  earnings  (loss) per share includes the
dilutive effect of stock options.
BUSINESS SEGMENTS:
    The  Companies and the subsidiaries, under SFAS No.  131  operate  in  four
business segments  -  Ski Operations, Real Estate Management/Rental Operations,
Summer Recreation Operations  and Land Resource Management.  The Companies' two
ski facilities operate principally during the months of December through March.
Revenues generated from advance  ticket  sales  have  been recorded as deferred
revenue, and likewise various operating costs directly  related  to the two ski
facilities have been recorded as deferred operating costs.
RECENT ACCOUNTING PRONOUNCEMENT:
   In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or  Disposal  of  Long-Lived  Assets".   SFAS No. 144 supersedes SFAS No.  121,
"Accounting for the Impairment of Long-Lived  Assets  and for Long-Lived Assets
to  Be  Disposed  Of",  but retains the requirements of SFAS  No.  121  to  (a)
recognize an impairment loss  if  the  carrying amount of a long-lived asset is
not recoverable from its undiscounted cash  flows and (b) measure an impairment
loss as the difference between the carrying amount and fair value of the asset.
SFAS No. 144 removes goodwill from its scope  as  the impairment of goodwill is
addressed prospectively pursuant to SFAS No. 142.   SFAS  No.  144 is effective
for financial statements issued for fiscal years beginning after  December  15,
2001,  and interim periods within those years.  The Companies do not expect the
adoption of SFAS No. 144 to have a material impact on its financial position or
results of operations.

                                       6
<PAGE>


RECENT ACCOUNTING PRONOUNCEMENT (CONTINUED):
   In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based
Compensation-Transition and Disclosure".  SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation.  In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on
reported results.  The Statement is effective for the Companies' interim
reporting period ending January 31, 2003.  The Companies do not expect the
adoption of SFAS No. 148 to have a material impact on its financial position or
results of operations.

2.  CHANGE IN FISCAL REPORTING PERIOD
   At an  executive  session  held  on  August  28, 2001 the Board of Directors
resolved  that  the companies fiscal year end be changed  from  March  31st  to
October 31st.  This  change  is  effective for each of the Companies at October
31, 2001, resulting in a 7 month transition  period  which does not include any
ski area revenue.  The purpose is to allow for a more natural business year and
to   conform  the  Companies'  reporting  period  to  that  of   the   majority
stockholder's financial statements.

3. CONDENSED FINANCIAL INFORMATION:
   Condensed financial information of the constituent Companies, Blue Ridge and
its subsidiaries  and Big Boulder and its subsidiaries, at October 31, 2002 and
2001 and March 31, 2001 and for each of the periods then ended is as follows:

<TABLE>
<CAPTION>
                           BLUE RIDGE AND SUBSIDIARIES
                               7 MOS. ENDE
<S>                         <C>            <C>         <C>
                            10/31/02       10/31/01    03/31/01
Financial Position:
  Current Assets          $1,822,718      $1,520,615    $1,346,838
  Total Assets            17,601,995      16,028,020    16,368,221
  Current Liabilities      9,128,902       4,332,664     3,125,297
  Shareholders' Equity     4,454,828       3,894,672     4,404,959
Operations:
  Revenues                12,731,076       3,782,404    12,367,702
  Income (Loss) Before
    Taxes                    951,294        (536,374)      (75,807)
  Provision (Credit) for
    Income Taxes             380,639         (62,685)     (284,176)
  Net Income (Loss)          570,655        (473,689)      208,369
</TABLE>

<TABLE>
<CAPTION>

                          BIG BOULDER AND SUBSIDIARIES


                                7 MOS. ENDED
<S>                           <C>          <C>          <C>
                              10/31/02     10/31/01      03/31/01
Financial Position:
  Current Assets            $2,268,339    $2,188,032    $2,602,388
  Total Assets               7,043,833     6,898,423     7,605,859
  Current Liabilities          876,761       711,744       361,244
  Shareholders' Equity       5,747,693     5,631,591     5,962,322
Operations:
  Revenues                   5,904,835       979,663     6,528,749
  Income (Loss) Before
    Taxes                      188,055      (624,175)      168,220
  Provision (Credit) for
    Income Taxes                71,952      (293,442)      124,057
  Net Income (Loss)            116,103      (330,733)       44,163
</TABLE>


4.  SHORT-TERM FINANCING:
   At October 31, 2002,  Blue  Ridge  had  utilized approximately $600,000 of a
line  of  credit agreement with a bank, aggregating  $2,000,000  available  for
short term  financing,  expiring March 31, 2003, which management expects to be
renewed. The line of credit  bears  interest  at  .25% less than the prime rate
(4.50% at October 31, 2002).  The weighted average interest rate at October 31,
2002 was 4.54%.  The agreement requires, among other things, that the Companies
comply with minimum current and total liabilities to  tangible net worth ratios
and meet a fixed charge coverage ratio.  The Companies  have  met  or  obtained
waivers  for  each  of these covenants at January 28, 2003.  The line of credit
agreement enables the  Companies  to  issue  letters of credit in amounts up to
$100,000.  At October 31, 2002, a $20,000 letter  of  credit  was  outstanding.
Outstanding  letters of credit reduce the amounts available under the  line  of
credit.

5.  LONG-TERM DEBT:
   Long-term debt as of October 31, 2002 and 2001 consists of the following:
<TABLE>
<CAPTION>
                                                    10/31/02      10/31/01
<S>                                                 <C>           <C>
    Mortgage  note  payable to bank,
    interest  is LIBOR plus 160 basis
    points (3.42% at October 31, 2002)
    payable monthly with principal reduction
    of $18,000 through maturity, August 2003        $4,599,000    $4,815,000


                                       7
<PAGE>

5.  LONG-TERM DEBT (continued):
    Mortgage note payable to bank, interest
    at 80% of the bank's prime rate (3.80%
    at October 31, 2002)  payable in monthly
    installments  of $24,187 plus interest
    through Fiscal 2005                                822,366     1,112,612



    Mortgage note payable to insurance company,
    interest fixed at 10.5% payable in monthly
    installments of $15,351 including interest
    through Fiscal 2014                              1,208,439     1,262,628


    Mortgage note payable to bank,  interest at
    6.84%  payable  monthly with principal
    reduction at $40,000 per month December to
    March through 2004                                 320,000       480,000

    Mortgage  note  payable to bank, interest
    at LIBOR plus 200 basis points,  (fixed at
    a SWAP rate 3.61% at October 31, 2002),
    payable monthly with  principal  reduction
    of $39,286 per month January to April
    through 2009 (a), (b)                            1,100,000             0
            ----                                     ---------             -


Less current installments                            8,049,805     7,670,240
                                                     5,266,548       720,435
                                                     ---------       -------
                                                    $2,783,257    $6,949,805
                                                    ==========    ==========
</TABLE>

Properties  at  cost, which have been pledged as collateral for long-term debt,
include the following at October 31, 2002:
<TABLE>
<CAPTION>

<S>                                     <C>
Investment properties leased to others   $7,698,336
Ski facilities                          $17,788,061
</TABLE>

(a) The Companies  have  entered  into  an  interest  swap  agreement, which is
considered  a  derivative financial instrument, to hedge its variable  interest
rate payment obligations on its long-term debt.  The derivative is not used for
trading purposes  and  involves  little complexity.  The notional amount of the
interest rate swap agreement is equivalent  to  the  principal  balance  of the
long-term debt and is used to measure the interest to be paid or received,  and
does  not  represent the amount of exposure to credit loss.  Exposure to credit
loss is limited  to  the  receivable amount, if any, that may be generated as a
result of this swap agreement.

The fair value of the derivative  financial instrument, which is the amount the
Companies would receive or pay to terminate  the agreement, is not significant.
No carrying amounts were recorded in the accompanying  combined  balance  sheet
and no gains or losses were recognized in income during 2002.

(b) During  Fiscal 2002 the  Companies  entered into a $1,100,000  mortgage
note  payable  with  Manufacturers  and Traders  Trust  Company.  The  agreement
requires,  among other things,  that the Companies comply with consolidated debt
to worth and  consolidated  debt service coverage ratios and meet a consolidated
tangible net worth  threshold.  The Companies  have met or obtained  waivers for
each of these covenants at January 28, 2003.

The  aggregate  amount  of  long-term  debt  maturing in each of the five years
ending  subsequent  to  October 31, 2002, is as follows:   2003  -  $5,266,548;
2004 - $674,243;    2005  -  $473,171;     2006  -  $239,466;    2007-$248,539;
thereafter $1,147,838.

6.   INCOME TAXES:

    The provision (credit) for income taxes is as follows:
<TABLE>
<CAPTION>
                        10/31/02   10/31/01   03/31/01
<S>                     <C>       <C>        <C>
Currently payable:
                Federal  $14,000   ($46,453)  $259,417
                State          0          0          0
                          ------    -------    -------
                          14,000    (46,453)   259,417
                          ------    -------    -------
Deferred:
                Federal  368,865   (537,361)  (315,926)
                State     69,726    227,687   (103,610)
                          ------    -------   --------
                         438,591   (309,674)  (419,536)
                         -------   --------   --------
                        $452,591  ($356,127) ($160,119)
                        ========  =========  =========
</TABLE>


                                       8
<PAGE>


6.   INCOME TAXES: (CONTINUED):

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

<TABLE>
<CAPTION>
                                     10/31/02     10/31/01      03/31/01
<S>                                <C>          <C>           <C>
  Computed at statutory rate         $387,379     ($394,587)    $31,420
  State income taxes, net of
   federal income tax                  46,019       218,656           0
  Prior year over accrual                   0      (130,594)   (107,367)
  Other                                19,193        (3,149)      3,919
  AMT (utilization) tax                     0       (46,453)    (88,091)
                                     --------       -------     -------
  Provision (credit) for income
   taxes                             $452,591     ($356,127)  ($160,119)
                                     ========     =========   =========
</TABLE>


 The components of the deferred tax liabilities as of October 31, 2002
and 2001 are as follows:

<TABLE>
<CAPTION>
                                                       10/31/02     10/31/01
<S>                                                  <C>           <C>
Current Deferred Tax Liability:
  Deferred Operating Costs                             (924,000)    (855,092)
  Accrued Expenses                                      101,000      203,672
  Deferred Revenues                                      27,000       26,128
                                                         ------       ------

  Current Deferred Tax Liability                       (796,000)    (625,292)
                                                       --------     --------

Noncurrent Deferred Tax Liability:
  Depreciation                                       (2,638,000)  (2,533,090)
  Deferred Income, Sewer Line and Tower                 221,000      227,557
  Net Operating Losses and Amt Credit Carryforward    2,177,000    2,289,811
  Valuation Allowance                                  (870,000)    (826,395)
                                                       --------     --------

  Noncurrent Deferred Tax Liability                  (1,110,000)    (842,117)
                                                     ----------     --------

  Deferred Income Tax Liability, Net                ($1,906,000) ($1,467,409)
                                                    ===========  ===========
</TABLE>

   At October 31, 2001, the Companies have $250,504 of Alternative Minimum Tax
(AMT) credit carryforward.

   The Companies filed and  received  approval from the IRS to change their tax
year-end.  In connection with this filing, the Companies have agreed to certain
regulatory provisions in order to obtain  the  IRS's  approval.   This  relates
primarily  to  the  federal  net operating loss created in the short tax period
ended October 31, 2001, approximating  $3,570,000.  The Companies may not carry
back  the  net operating loss.  Instead, the  Companies  must  carry  the  loss
forward to apply  to  taxable income over the next six years.  That is the loss
carryforward is limited  in  those years to one-sixth of the total amount.  Any
losses unused after the six years will expire in 2021.

   At October 31, 2002, the Companies  have  available approximately $3,111,000
of federal net operating losses.

           The Companies also have state net operating  loss  carryforwards  of
approximately $8,703,000 that will begin to expire in 2005.  The Companies have
recorded a valuation  allowance  against  state net operating losses, which are
not expected to be utilized.

7.   PENSION BENEFITS:

<TABLE>
<CAPTION>
Assumptions                                         10/31/02  10/31/01  03/31/01
<S>                                                 <C>      <C>      <C>
 Discount Rates Used to Determine Projected Benefit
   Obligations as of October 31, 2002 and 2001 and
   March 31, 2001                                   7.25%   7.25%   7.25%
 Expected Long-term Rates of Return On Assets       8.50%   8.50%   8.50%
 Rates  of Increase in Compensation Levels          4.00%   4.00%   5.00%
</TABLE>

                                       9
<PAGE>


7.   PENSION BENEFITS (CONTINUED):
<TABLE>
<CAPTION>
CHANGE IN BENEFIT OBLIGATION                        10/31/02      10/31/01
<S>                                                 <C>           <C>
 Benefit Obligation At Beginning of Year           $3,321,744     $3,422,856
 Service Cost (Net of Expenses)                       133,279        119,090
 Interest Cost                                        219,313        129,820
 Plan Amendments                                            0              0
 Actuarial (Gain) Loss                                 15,706       (267,227)
 Benefit Payments                                    (164,448)       (82,795)
                                                     --------        -------
 Benefit Obligation At End of Year                 $3,525,594     $3,321,744
                                                   ==========     ==========
</TABLE>

<TABLE>
<CAPTION>
CHANGE IN PLAN ASSETS                                 10/31/02      10/31/01
<S>                                                   <C>           <C>
 Fair Value of Plan Assets At Beginning of Year$     2,755,894    $2,983,503
 Actual Return On Plan Assets                         (333,915)     (134,104)
 Employer Contributions                                      0             0
 Benefits Paid                                        (164,448)      (82,795)
 Actual Expenses Paid During the Year                  (49,909)      (10,710)
                                                       -------       -------
 Fair Value of Plan Assets At End of Year           $2,207,622    $2,755,894
                                                    ==========    ==========
</TABLE>

<TABLE>
<CAPTION>
RECONCILIATION OF FUNDED STATUS OF THE PLAN           10/31/02      10/31/01
<S>                                                   <C>           <C>
 Funded Status At End of Year                      ($1,317,972)    ($565,850)
 Unrecognized Transition Obligation                     89,745        98,225
 Unrecognized Net Prior Service Cost                     8,303         8,914
 Unrecognized Net Actuarial Gain                       329,431      (273,869)
                                                       -------      --------
 Net Amount Recognized At End of Year                ($890,493)    ($732,580)
                                                     =========     =========
</TABLE>

<TABLE>
<CAPTION>
COMPONENTS OF NET PERIODIC BENEFIT COST  10/31/02     10/31/01     03/31/01
<S>                                      <C>          <C>         <C>
 Service Cost                            $170,579     $130,757     $238,365
 Interest Cost                            219,313      129,820      220,819
 Expected Return On Plan Assets           228,316      143,485      287,388
</TABLE>

<TABLE>
<CAPTION>
Net amortization and deferral:
<S>                                      <C>          <C>         <C>
  Amortization of transition obligation     8,480         4,947       8,480
  Amortization of prior service cost          611           356         611
  Amortization of accumulated gain        (12,754)      (16,857)    (48,721)
                                          -------       -------     -------
  Net  amortization and deferral          ($3,663)     ($11,554)   ($39,630)

Total net periodic pension cost          $157,913      $105,538    $132,166
                                         ========      ========    ========
</TABLE>

8.  PROPERTIES:

   Properties consist of the following at October 31, 2002 and 2001.
<TABLE>
<CAPTION>
                                                  10/31/2002     10/31/2001
<S>                                             <C>           <C>
Land, principally unimproved                      $1,867,352     $1,868,505
Land improvements                                  5,501,314      5,624,734
Corporate buildings                                  470,907        470,907
Buildings leased to others                        10,177,175     10,120,371

Ski Facilities
       Land                                            4,552          4,552
       Land improvements                           8,194,370      7,908,064
       Buildings                                   6,708,477      6,529,121
       Machinery & equipment                      19,565,698     20,109,752
Equipment & furnishings                            5,568,156      3,217,795
                                                   ---------      ---------
                                                  58,058,001     55,853,801
Less accumulated depreciation and amortization    37,611,139     36,636,005
                                                  ----------     ----------
                                                 $20,446,862    $19,217,796
                                                 ===========    ===========
</TABLE>

Buildings leased to others include land of $1,056,700 at October 31, 2002 and
2001.

                                       10
<PAGE>

9.  ACCRUED LIABILITIES:

   Accrued liabilities consist of the following at October 31, 2002 and 2001.

<TABLE>
<CAPTION>
                                      10/31/2002  10/31/2001
<S>                                   <C>         <C>
Accrued Payroll                       $273,759      $537,300
Accrued Security & Other Deposits      186,558       162,266
Accrued Professional Fees              144,732       173,524
Accrued - Miscellaneous                 26,864       126,437
                                        ------       -------
                                      $631,913      $999,527
                                      ========      ========
</TABLE>

10.  LEASES:

          The Companies are lessors under various  operating  lease  agreements
for  the rental of land, land improvements and investment properties leased  to
others.  Rents  are reported as income over the terms of the leases as they are
earned.  A shopping  center  is  leased  to various tenants for renewable terms
averaging 5.55 years with options for renewal.   A  store  has  been net leased
until January 2039. Information concerning rental properties and minimum future
rentals under current leases as of October 31, 2002, is as follows:

<TABLE>
<CAPTION>
PROPERTIES SUBJECT TO LEASE
<S> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
                                                              ACCUMULATED
                                                   COST       DEPRECIATION
<S>                                    <C>        <C>         <C>

Investment properties leased to others           $8,010,967     $3,837,616
Land and land improvements                        3,992,231      1,332,485
Minimum future rentals:
    Fiscal years ending October 31:      2003    $1,708,296
                                         2004     1,486,196
                                         2005     1,362,804
                                         2006     1,304,034
                                         2007     1,043,497
                                      Thereafter 16,273,815*
                                                 ----------
                                                $23,178,642
                                                ===========
</TABLE>

*  Includes  $  1,254,750  under a land lease expiring in 2072 and $  6,299,020
under a net lease for a store  expiring  in  2039.  There  were  no  contingent
rentals  included in income for the fiscal year ended October 31, 2002  or  the
seven months ended October 31, 2001 or the fiscal year ended March 31, 2001.

   Under an  agreement  with  a  management  company  relating  to the shopping
center, in the event of the termination of the management contract  or the sale
of the property, the management company is entitled to approximately 25% of the
fair market value after satisfaction of certain obligations.

11.  FAIR VALUE OF FINANCIAL INSTRUMENTS

   The estimated fair values of the Companies' financial instruments are as
follows at October 31, 2002 and 2001:

<TABLE>
<CAPTION>
                                 Carrying   Fair         Carrying   Fair
                                 Amount     Value        Amount     Value
<S>                              <C>        <C>          <C>        <C>

ASSETS:
   Cash and cash equivalents      $261,311    $261,311   $263,178    $263,178
   Accounts receivable             388,292     388,292    376,838     376,838
   Cash held in escrow             107,909     107,919

LIABILITIES:
   Notes payable, line of credit   600,000     600,000    648,195     648,195
   Accounts and other payables     913,825     913,825    544,734     544,734
   Long-term debt                8,049,805   8,614,305  7,670,240   8,228,856
</TABLE>

                                       11
<PAGE>



11.  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED):

   Fair values were determined as follows:

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

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

12.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

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

<TABLE>
<CAPTION>
                                                              EARNINGS (LOSS)
                                 INCOME (LOSS)                 PER WEIGHTED
                      OPERATING     FROM           NET         AVG. COMBINED
       QUARTER        REVENUES   OPERATIONS    INCOME (LOSS)      SHARE
 YEAR ENDED 10/31/02
<S>                   <C>         <C>           <C>           <C>

         1ST          $6,537,300     $217,442      $69,937          $0.04
         2ND           7,149,862    1,718,168    1,204,185           0.63
         3RD           2,490,727      182,121        9,376           0.01
         4TH           2,458,022     (621,543)    (596,740)         (0.32)
         -             ---------     --------     --------          -----
                     $18,635,911   $1,496,188     $686,758          $0.36
                     ===========   ==========     ========          =====

7 MOS. ENDED 10/31/01
         1ST          $1,588,400      ($8,536)    ($82,737)        ($0.04)
         2ND           2,808,940      278,979       42,477           0.02
         -             ---------      -------       ------           ----

                      $4,397,340     $270,443     ($40,260)        ($0.02)
                      ==========     ========     ========         ======
</TABLE>

    The  quarterly  results  of operations for Fiscal 2002 and the seven months
ended October 31, 2001 reflect  the  cyclical nature of the Companies' business
since (1) the Companies'  two ski facilities  operate  principally  during  the
months  of  December through March and (2) land dispositions occur sporadically
and do not follow any pattern during the  fiscal year.  Revenues generated from
advance ticket  sales  have  been  recorded  as  deferred revenue, and likewise
various operating costs directly related to the two  ski  facilities  have been
recorded as deferred operating costs.

13.  BUSINESS SEGMENT INFORMATION:

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

   The Companies and the subsidiaries,  under  SFAS  No.  131,  operate in four
business segments consisting of the following:

        SKI OPERATIONS:
        Two  ski  areas  located  in  the Pocono Mountains of Northeastern
Pennsylvania.
        REAL ESTATE MANAGEMENT/RENTAL OPERATIONS:
       Investment properties leased to others located in Eastern Pennsylvania
and South Carolina, fees from managing investor-owned properties, principally
resort homes, recreational club activities and services to the trusts that
operate resort communities, sales of investment properties, and rental of land
and land improvements.


                                       12
<PAGE>




13.  BUSINESS SEGMENT INFORMATION: (CONTINUED)

     SUMMER  RECREATION  OPERATIONS:
     Seasonal recreational  operating centers located in the Pocono Mountains of
Northeastern  Pennsylvania - Splatter  Paintball,  Fern Ridge  Campground,  Lake
Mountain Sports Club,  numerous Summer Music Festivals and TRAXX Motocross,  ATV
and BMX Park.
     LAND RESOURCE MANAGEMENT:
     A new  business  segment  has been  added for  Fiscal  2002.  This  segment
consists of land sales,  purchases and timbering operations.  Land sales revenue
will be  recognized  in  accordance  with SFAS 66 when all  conditions  for full
accrual recognition are met. The Companies endeavor to take advantage of the tax
deferred  treatment of like kind  exchanges  under IRS code section  1031.  In a
typical  transaction,  proceeds  of a  land  sale  are  held  in  escrow  by  an
intermediary,  pending the  identification  of a property suitable for exchange.
Timbering  operations  consist of  selective  timbering on the  Companies'  land
holdings.  Contracts  are  entered  into for  parcels  which have had the timber
selectively marked. Management is devising a long-term plan of managed timbering
whereby,  significant  attention  is given to  protecting  the  environment  and
retaining the value of the land.

    Income or loss for each segment represents  total  revenue  less  operating
expenses.  General  and  administrative expenses are allocated to each business
segment based on percentage of revenue.  Identifiable assets are those utilized
in  the  operation  of  the  respective   segments;  corporate  assets  consist
principally of cash and non-revenue producing  properties  held  for investment
purposes.

<TABLE>
<CAPTION>
                                               10/31/02    10/31/01    03/31/01
<S>                                          <C>         <C>          <C>
Revenues:
   Ski operations                           $10,015,075          $0 $11,267,371
   Real estate management/rental operations   4,900,852   2,662,680   4,977,489
   Summer recreation operations               2,439,963   2,099,387   2,651,591
   Land resource management                   1,280,021           0           0
                                            $18,635,911  $4,762,067 $18,896,451
Income (loss):
   Ski operations                             ($93,492)($1,100,477)     $21,368
   Real estate management/rental operations   1,347,216     667,075   1,351,040
   Summer recreation operations                 189,961     163,677     359,118
   Land resource management                     756,479           0           0
                                             $2,200,164  ($269,725)  $1,731,526
General and administrative expenses:
   Ski operations                            ($378,322)  ($390,255)($1,061,025)
   Real estate management/rental operations   (185,131)   (169,110)   (459,778)
   Summer recreation operations                (92,170)    (91,060)   (247,572)
   Land resource management                    (48,353)           0           0
                                             ($703,976)  ($650,425)($1,768,375)
Interest and other income:
   Ski operations                                $4,378      $1,436     $17,710
   Real estate management/rental operations      13,688      54,206     848,417
   Summer recreation operations                       0           0           0
   Land resource management                           0           0           0
                                                $18,066     $55,642    $866,127
Interest expense:
   Ski operations                             ($67,198)   ($47,546)  ($161,016)
   Real estate management/rental operations   (307,707)   (248,495)   (575,849)
   Summer recreation operations                       0           0           0
   Land resource management                           0           0           0
                                             ($374,905)  ($296,041)  ($736,865)

Income (loss) before income taxes            $1,139,349($1,160,549)     $92,413
</TABLE>

For the fiscal year ended October 31, 2002, the seven months ended  October 31,
2001 and the fiscal year ended March 31, 2001, no one customer represented more
than 10 % of total revenues.

                                       13
<PAGE>


13.  BUSINESS SEGMENT INFORMATION (CONTINUED):
    Identifiable  assets, net of accumulated depreciation at October 31,  2002,
2001 and March 31,  2001  and depreciation expense and capital expenditures for
the years then ended by business segment are as follows:

<TABLE>
<CAPTION>
                                          IDENTIFIABLE DEPRECIATION CAPITAL
            October 31, 2002              ASSETS       EXPENSE      EXPENDITURES
<S>                                       <C>          <C>          <C>

Ski Operations                             $9,697,759  $1,291,229  $2,855,099
Real Estate Management/rental Operations    9,388,281     368,288      56,795
Summer Recreation Operations                1,995,857     161,531     150,517
Land Resource Management                       63,253       5,986      58,463
Other Corporate                             3,500,678      69,280      37,102
                                            ---------      ------      ------
                                    TOTAL $24,645,828  $1,896,314  $3,157,976
                                          ===========  ==========  ==========

            October 31, 2001                   ASSETS  EXPENSE   EXPENDITURES
Ski Operations                             $9,800,297          $0    $258,718
Real Estate Management/Rental Operations    9,629,654     217,202       8,666
Summer recreation operations                2,034,785      84,706      93,680
Land Resource Management                            0           0           0
Other corporate                             1,461,707      50,560       3,986
                                            ---------      ------       -----
                                    Total $22,926,443    $352,468    $365,050
                                          ===========    ========    ========

             March 31, 2001                    ASSETS  EXPENSE   EXPENDITURES
Ski operations                            $11,333,038  $1,327,065  $1,251,464
Real estate management /rental operations   8,971,600     363,542      48,838
Summer recreation operations                1,918,743     146,052     535,782
Land Resource Management                            0           0           0
Other corporate                             1,750,699     132,495      38,503
                                            ---------     -------      ------
                                    Total $23,974,080  $1,969,154  $1,874,587
                                          ===========  ==========  ==========
</TABLE>

14. CONTINGENT LIABILITIES AND COMMITMENTS:

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

    Blue  Ridge  has  pledged  approximately 20 acres of its leased land  (cost
$144,786) to serve as collateral, together with the lessee's land improvements,
for the lessee's mortgage loan which  amounts  to  approximately  $1,234,000 at
October 31, 2002.

    Subsequent  to  year-end the Companies entered into an additional  line  of
credit with a bank aggregating  $1,000,000  available for short-term financing.
The specific intent for this line of credit is  for financing land transactions
reported in our new business segment - Land Resource Management.

    In November 2002 the Companies entered into two  capital  lease  agreements
with  a  bank  for  two  air  compressors  and  two  snow  groomers.  The total
commitment is approximately $1,136,000.

15.  RELATED PARTY TRANSACTIONS:

    The  Companies  have  incurred  the  consulting  services  of Kimco  Realty
Corporation,  the  major  shareholder.   The  services  are  focused  on   land
acquisition  and  disposal,  as  well  as  timbering.   The consulting fees are
accrued  monthly  and  consulting  expense  at  October  31, 2002  amounted  to
$125,000.

16. STOCK OPTIONS AND CAPITAL STOCK:

       During Fiscal 1998, the Companies adopted an employee stock option plan,
under which an officer was granted options to purchase shares of the Companies'
common stock.  The option price was $6.75 and will expire July 1, 2003.  During
Fiscal 2002 four additional corporate officers were granted  stock  options  in
varying amounts with a total of 11,000 shares.  The option price was $10.50 and
will expire December 10, 2006.


                                       14
<PAGE>

16. STOCK OPTIONS AND CAPITAL STOCK (CONTINUED):

Option activity during the periods ended October 31, 2002 and 2001 and March
31, 2001 is as follows:

<TABLE>
<CAPTION>
                               10/31/02          10/31/01        03/31/01
                                        WEIGHTED        WEIGHTED        WEIGHTED
                                        AVERAGE         AVERAGE         AVERAGE
                                        EXERCISE        EXERCISE        EXERCISE
                               SHARES    PRICE   SHARES  PRICE   SHARES  PRICE
<S>                         <C>         <C>      <C>    <C>      <C>    <C>

Outstanding at
 beginning of year:            35,000     $6.75   35,000  $6.75   35,000  $6.75
Granted                        11,000     $10.50    -       -       -       -
Exercised                        -          -       -       -       -       -
Canceled                         -          -       -       -       -       -
                               ------     -----   ------  -----   ------  -----
Outstanding at end of year     46,000     $7.65   35,000  $6.75   35,000  $6.75
                               ======     =====   ======  =====   ======  =====

Options exercisable at
 year-end                      46,000     $7.65   35,000  $6.75   35,000  $6.75
                               ======     =====   ======  =====   ======  =====


Option price range          $6.75-$10.50           $6.75          $6.75
                            ===== ======           =====          =====
Weighted average fair
value of options granted
during year                     $2.71
                                =====
</TABLE>


The  Companies  elected  to  follow  APB  Opinion No. 25, "Accounting for Stock
Issued to Employees," in accounting for its employee stock options as permitted
by SFAS No. 123, "Accounting for Stock Based  Compensation."  Under APB No. 25,
because the exercise price of the employee stock  options  equals the estimated
fair market value of the Companies' underlying stock on the  date of the grant,
no compensation expense is recognized.

SFAS No. 123 requires the disclosure of pro forma net income and  earnings  per
share as if the Companies had adopted the fair value method as of the beginning
of  fiscal  1998.   Under SFAS No. 123, the fair value of stock-based awards to
employees is calculated through the use of option pricing models.  These models
also require subjective  assumptions,  including  future stock price volatility
and expected time to exercise, which greatly affect the calculated values.  The
Companies' calculations were made using the Black-Scholes  option pricing model
with  the  following weighted average assumptions in 2002: 5.6  years  expected
life; stock  volatility  of  4.1%;  a  risk-free  interest rate of 2.5%; and no
dividends during the expected term.

Had compensation expense for the stock options been  determined  based  on  the
fair  value  at the grant date for options granted in 2002, consistent with the
provisions of  SFAS  No.  123, the Companies' net income and earnings per share
would have been reduced to the pro forma amounts indicated below:


<TABLE>
<CAPTION>
                           10/31/2002
<S>                         <C>
Net income:
   As reported               $686,758
                             ========
   Pro forma                 $667,083
                             ========
Basic earnings per share:
   As reported                  $0.36
                                =====
   Pro forma                    $0.35
                                =====
Diluted earnings per share:
   As reported                  $0.36
                                =====
   Pro forma                    $0.35
                                =====
</TABLE>

Treasury shares were purchased  at  fair  value at October 31, 2002 and 2001 of
1,000 and 3,747, respectively.




                                       15
<PAGE>

17.  PER SHARE DATA:

Earnings per share for the year ended October  31,  2002  and  the seven months
ended  October  31,  2001  and  the  year ended March 31, 2001 are computed  as
follows:

<TABLE>
<CAPTION>
                                              10/31/02     10/31/01   03/31/01
<S>                                           <C>          <C>        <C>

Net earnings                                    $686,758   ($804,422)   $252,532
                                                ========   =========    ========
Weighted average combined shares of common
stock outstanding used to compute basic
earnings per combined  common share            1,916,431   1,917,858   1,926,402
Additional combined common shares to be
issued assuming exercise of stock options,
net of combined shares assumed reacquired         13,899      12,470      10,195
                                                  ------      ------      ------
Combined shares used to compute dilutive
effect  of stock option                        1,930,330   1,930,328   1,936,597
                                               =========   =========   =========
Basic and diluted earnings per combined
common share                                       $0.36      ($0.42)      $0.13
                                                   =====      ======       =====
</TABLE>






                         INDEPENDENT AUDITORS' REPORT

To Shareholders of
Blue Ridge Real Estate Company
and Big Boulder Corporation:

We have audited the accompanying combined balance  sheets  of  Blue Ridge Real
Estate Company and subsidiaries  and Big  Boulder Corporation and subsidiaries
(the "Companies") as of  October 31, 2002  and 2001, and the related  combined
statements  of operations  and  earnings  retained in  the  business  and cash
flows for the year ended  October 31, 2002, the seven months ended October  31,
 2001 and the year ended  March 31, 2001.  These  financial statements are the
responsibility of the Companies'  management. Our responsibility is to express
an opinion  on  these financial statements based on our audits.

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

In our opinion,  the  combined  financial  statements referred to above present
fairly, in all material respects, the combined financial position of Blue Ridge
Real  Estate  Company  and  subsidiaries  and  Big   Boulder   Corporation  and
subsidiaries  as  of  October  31,  2002  and  2001,  and the results of  their
operations and their cash flows for the year ended October  31, 2002, the seven
months ended October 31, 2001 and the year ended March 31, 2001  in  conformity
with accounting principles generally accepted in the United States of America.

Parente Randolph, PC
Wilkes-Barre, Pennsylvania
January 17, 2003, except for
Note 4 and Note 5 paragraph (b),
as to which the date is January 28, 2003


                                       16
<PAGE>



PRICE RANGE OF COMMON SHARES AND DIVIDEND INFORMATION

    Prior  to  May  4,  1993,  Blue  Ridge  Real Estate Company and Big Boulder
Corporation common shares were listed and traded  as  unit  certificates on the
Over-the-Counter  market and were quoted on the NASDAQ National  Market  System
(Symbol:BLRGZ). Effective  May  4,  1993,  the Companies decided to discontinue
their listing with NASDAQ. Subsequent to May  4,  1993, the Companies are aware
of limited trades in their common stock; however, Management  does  not believe
such limited activity constitutes an established public trading market.

    The  following  sets  forth the high asked and low bid price quotations  as
reported on the monthly statistical  reports  of  the  National  Association of
Securities  Dealers,  Inc.  for  Fiscal  Year  2002 and for seven months  ended
October 31, 2001. No dividends were paid on common stock in either period.

<TABLE>
<CAPTION>
FISCAL YEAR 2002       HIGH     LOW
                       ASKED    BID
<S>                    <C>      <C>

FIRST QUARTER          12.000    9.500
SECOND QUARTER         12.000    9.550
THIRD QUARTER          12.000   11.000
FOURTH QUARTER         11.500   10.600

7 MOS. ENDED 10/31/01  HIGH     LOW
                       ASKED    BID

FIRST QUARTER          12.000    9.125
SECOND QUARTER         16.000   10.000
1 MONTH - 10/31/01     11.000   11.000
</TABLE>

   The reported quotations represent prices between  dealers,  do  not  reflect
retail  mark-ups,  mark-downs  or  commissions and do not necessarily represent
actual transactions. The approximate  number  of  holders  of  record of common
stock on October 31, 2002 and 2001 were 579 and 597, respectively.

BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES
AND BIG BOULDER CORPORATION AND SUBSIDIARIES
COMBINED SUMMARY OF SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                        7 Mos. Ended
                      10/31/02    10/31/01   3/31/01     3/31/00     3/31/99
<S>                   <C>         <C>        <C>         <C>         <C>
Revenues          $18,635,911 $4,762,067  $18,896,451  $18,886,919  $17,787,480
Net income (loss)     686,758   (804,422)     252,532      480,640      (79,199)
Net income (loss)
  per combined share    $0.36     ($0.42)       $0.13        $0.24       ($0.04)
Cash dividends per
  combined share            0          0            0            0            0
Weighted average
  number of
  combined
  shares
  outstanding       1,916,431  1,917,858     1,926,402           0    1,980,706
Total assets       24,645,828 22,926,443    23,974,080  24,366,657   23,807,755
Long-term debt      8,049,805  7,670,240     8,034,641   8,818,794    8,799,905
Shareholders'
  equity           10,202,521  9,526,263    10,367,281  10,363,619   10,133,392
</TABLE>


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

RESULTS OF OPERATIONS

FISCAL 2002 VERSUS THE SEVEN MONTHS ENDED OCTOBER 31, 2001

    At  an  executive  session held on August 28, 2001, the Board of  Directors
resolved that the Companies'  fiscal  year  end  be  changed from March 31st to
October 31st.  This change is effective for each of the Companies as of October
31, 2001.  The purpose of the change is to allow for a  more  natural  business
year  and  to  conform  the  Companies reporting period to that of the majority
stockholder's financial statements.   Because of the change in fiscal year end,
the Companies current report date of October  31  represents  the  twelve-month
period Fiscal 2002 compared to a seven month period



                                       17
<PAGE>



FISCAL 2002 VERSUS THE SEVEN MONTHS ENDED OCTOBER 31, 2001 (CONTINUED):

ended  October 31, 2001.  Therefore, the major reason for increases in  various

operating  revenues  and  expenses  is  the  comparison  to the short reporting
period.

    The  most  sensitive  estimates  affecting  the  financial statements  were
management's estimate of net deferred tax assets and liabilities  and  deferred
operating   costs.  Management's  estimate  of  the  deferred  tax  assets  and
liabilities is  primarily  based  on  the  difference between the tax basis and
financial  reporting basis of depreciable assets,  accrued  severance  payable,
deferred operating  costs  and  deferred  revenues.  Management's  estimate  of
deferred operating costs is primarily based on deferring costs directly related
to  ski  operations  in  order  to match those costs to the period in which ski
operating revenues are recognized.  We  have  evaluated  the  key  factors  and
assumptions  used  to  develop  these  estimates  in  determining that they are
reasonable in relation to the financial statements taken as a whole.

   For Fiscal Year ended October  31, 2002, the Companies  reported  net income
of  $686,758  or  $.36  per  combined  share   as  compared  with a net loss of
($804,422) or ($.42) per combined share for the seven months ended  October 31,
2001.

    Combined revenue of $ 18,635,911 represents an increase of $ 13,873,844  or
74% when  compared  to the seven months ended October 31, 2001.  Ski Operations
increased $10,015,075  or  100%, and Real Estate Management Operations / Rental
Operations increased $2,238,172  or 46% when compared to the seven months ended
October 31, 2001.

   The Ski Operations had approximately  223,000  skier  visits  to  our slopes
compared  to  no  skier  visits  for  the  seven months ended October 31, 2001.
Revenue per skier was $32 compared to $0 for the seven months ended October 31,
2001  for  an  increase of $32 or 100 %. Tubing  operations  had  approximately
63,000 tuber visits  compared  to  no  tuber  visits for the seven months ended
October  31,  2001.  The  increase of 63,000 tuber  visits  represents  a  100%
increase.  Revenue per tuber  was  $16  compared  to  $0.00  last season for an
increase  of $16 or 100%. The ski areas operated for a combined  total  of  160
days compared  to  0 days for the seven months ended October 31, 2001. The food
and beverage operations at the ski areas contributed revenue of $6.94 per skier
visit. The retail shop operations at the ski areas contributed revenue of $1.79
per skier visit compared to $0 for the seven months ended October 31, 2001.

   The Real Estate Management  Operations  increase  is attributed to the short
year comparison as noted above.   Disposition of properties  occur sporadically
and do not follow any pattern during the fiscal year.

    In  Fiscal  2002,  the  new  business segment - Land Resource Management  -
generated $1,280,021 in revenue.  27 acres of land were sold generating revenue
of $106,756 with a basis of $1,153.  No land sales occurred in the seven months
ended October 31, 2001. To date approximately 5% of the Companies' 19,714 acres
have been marked for timbering.  A  forester has been hired to generate a long-
term plan of managed timbering which  pays specific attention to protecting the
environment and retaining the value of  the  land.  In Fiscal 2002 timber sales
have generated $1,173,265 of revenue.

   Operating costs associated with Ski Operations  increased by $9,008,090 when
compared  to  the  seven  months  ended  October  31, 2001.  This  increase  is
attributed to the short year comparison as noted above.

   Operating costs associated with Real Estate Management  Operations increased
by  $1,558,031 when compared to the seven months ended October  31,  2001.  The
increase is due to the comparison to the short period.

   General  and  Administration  expenses increased by $53,551 when compared to
the seven months ended October 31, 2001.  The increase is due to the comparison
to the short period as noted above.

   Interest and Other Income decreased  by  $37,576  when compared to the seven

months ended October 31, 2001. This decrease is attributable  to the comparison
to the short period as noted above.

    Interest expense decreased by $78,864 when compared to seven  months  ended
October  31,  2001.  This decrease is attributed to the comparison to the short
period as noted above.

   The effective Tax Rate  for  Fiscal  2002 and the seven months ended October
31, 2001 was 40% and 34% respectively.



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<PAGE>



SEVEN MONTHS ENDED OCTOBER 31, 2001 VERSUS FISCAL 2001

   At an executive session held on August  28,  2001,  the  Board  of Directors
resolved  that  the  Companies'  fiscal year end be changed from March 31st  to
October 31st.  This change is effective for each of the Companies as of October
31, 2001.  The purpose of the change  is  to  allow for a more natural business
year and to conform the Companies reporting period  to  that  of  the  majority
stockholder's financial statements.  Because of the change in fiscal year  end,
the  Companies  report date of October 31, 2001 represents a seven-month period
as compared to prior  fiscal  year  end  March 31, 2001, a twelve-month period.
Therefore, the major reason for decreases  in  various  operating  revenues and
expenses is the short reporting period.

   Another significant variance in comparing the seven months ended October 31,
2001 to year end March 31, 2001 is that the seven-month short period  does  not
include  any  revenues  and  much decreased expenditures related to the two ski
facilities, as the majority of  ski  operation revenue and expense is generated
during the months of December through  March.   Revenues generated from advance
ticket  sales  have  been recorded as deferred revenue,  and  likewise  various
operating costs directly  related  to the two ski facilities have been recorded
as deferred operating costs.

   For the seven months  ended October   31,  2001,  the Companies report a net
loss of ($804,422) or ($0.42) per combined  share as compared with a net income
of $252,532 or $0.13 per combined share for fiscal year end March 31, 2001.

   Combined revenue of $ 4,762,067 represents a decrease  of  $ 14,134,384 or a
75% decrease when compared to Fiscal 2001. Ski Operations decreased $11,267,371
or  100%,  Summer  Recreational Operations decreased $552,204 or 20%  and  Real
Estate Management Operations  decreased  $2,314,809  or  47%  when  compared to
Fiscal 2001.

    The  Ski Operations had no skiers visit our slopes during the seven  months
ended October  31,  2001,  as explained above, compared to 247,000 skier visits
last season.  Tubing also had  no  tuber visits at October 31, 2001 as compared
to  83,000  tuber  visits  at March 31,  2001.   Likewise,  food  and  beverage
operations and retail ski shop  operations  recognized  no  revenues during the
short  period  ended October 31, 2001.  For Fiscal year end 2002,  expectations
are that the number  of  skiers  and  tubers  visiting  our  slopes, as well as
revenues  generated  from skiing and tubing operations, food and  beverage  and
retail ski shop sales  will  compare  to ski seasons reported in previous March
31st fiscal year ends.

   The Summer Recreation Operations decrease  is attributed to the summer music
festivals (39%) not drawing as many consumers as  in  the  past  mainly  due to
inclement  weather.   The remaining decrease is the result of shorter operating
periods for Splatter and TRAXX due to the new fiscal period.

   The Real Estate Management  Operations decrease is attributed to commissions
for resale of homes in our resort communities (20%), fees for contract services
provided to the homeowners of the  resort  communities (10%) and reduced rental
revenue from the resort community homes (70%).   The  ski  season  generates  a
substantial  volume  of  the  home  rental income, which due to the seven month
period we did not recognize.  The decreases  were  offset  by  an  increase  in
Rents,  Royalties and Other due to timbering revenues in the seven month period
ended October 31, 2001.

   No land  sales  occurred  in  the  seven  months ended October 31, 2001.  In
Fiscal 2001, 132 acres of land were sold for $521,607 with a basis of $1,204.

   Operating costs associated with Ski Operations decreased by $10,145,526 when
compared to Fiscal 2001. This decrease is attributed  to  the  absence  of  ski
operations recognized during the short period, as stated above.

    Operating  costs  associated  with  Summer  Recreation Operations decreased
$356,763  when compared to Fiscal 2001.  This decrease  is  attributed  to  the
short period as noted above.

   Operating  costs associated with Real Estate Management Operations decreased
by $1,630,844 when compared to Fiscal 2001.  This decrease is attributed to the
seven month versus twelve month period comparison described above.

   General and Administration expenses decreased by $1,117,950 when compared to
Fiscal 2001.  This  decrease  is  attributed  to  the seven month versus twelve
month period comparison.  Also, general and administration  expenses  in Fiscal
2001 had increased by $466,922 due to recognizing severance expense relating to
changes in management.

    Interest  and  Other  Income  decreased by $829,076 when compared to Fiscal
2001. This decrease is mainly attributable  to  the  sale  of 132 acres of land
during fiscal year ended March 31, 2001. The remaining decrease  is  attributed
to the seven month period versus twelve month comparison described above.


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<PAGE>

SEVEN MONTHS ENDED OCTOBER 31, 2001 VERSUS FISCAL 2001 (CONTINUED):

    Interest  expense decreased by $440,824 when compared to Fiscal 2001.  This
decrease is primarily  attributed  to  a  reduction  in  the  principal  on the
Dreshertown Plaza note, favorable decreases in the prime rate and LIBOR rate of
interest  approximating  2.0%  and  2.5%, respectively, during the seven months
ended October 31, 2001, and the comparison  of a seven month period to a twelve
month period as described above.

   The effective Tax Rate for seven months ended  October  31,  2001 and Fiscal
2001 was 41% respectively.

LIQUIDITY AND CAPITAL RESOURCES:

   The Combined Statement of Cash Flows reflects net cash provided by operating
activities  of $2,916,042 for the year ended October 31, 2002 versus  net  cash
used in operating  activities of ($2,268,566) in the seven months ended October
31, 2001 and net cash  provided by operating activities of $2,440,296 in Fiscal
2001 respectively.

   The major capital investments  made  in  Fiscal  2002 were a new dual double
chair lift at Jack Frost Mountain, the expansion of the  terrain  park  at  Big
Boulder  and  the  purchase  of  2  snow  carpets.  The chair lift was financed
through a $1,100,000 mortgage note payable  disclosed  in  footnote No. 5-long-
term  debt.   All other capital investments were financed from  operating  cash
flow.

   During Fiscal  2002 a mortgage note payable with Wachovia Bank in the amount
of $4,599,000 became  a  current  obligation with a maturity date of August 31,
2003.   This  debt  is on the Dreshertown  Plaza  Shopping  Center,  for  which
Management is currently  reviewing  a purchase proposal.  This proposed selling
price well exceeds our current obligation on Dreshertown Plaza Shopping Center.
In the event management does not accept  this  proposal, it intends and has the
capability to refinance the debt.  During the year  fiscal  year  ended October
31, 2002 the Companies borrowed against their $2,000,000 line of credit  for  a
period  of four months in varying amounts with a maximum of $1,500,000.  During
the seven  months  ended  October 31, 2001 the Companies borrowed against their
$2,000,000 line of credit for  a  period of one month in varying amounts with a
maximum of $648,195.  The rate of interest  is  one  quarter  of one percentage
point (0.25%) less than the Prime Rate.  Management fully expects  to renew the
line of credit.

   In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or  Disposal  of  Long-Lived  Assets".   SFAS No. 144 supersedes SFAS No.  121,
"Accounting for the Impairment of Long-Lived  Assets  and for Long-Lived Assets
to  Be  Disposed  Of",  but retains the requirements of SFAS  No.  121  to  (a)
recognize an impairment loss  if  the  carrying amount of a long-lived asset is
not recoverable from its undiscounted cash  flows and (b) measure an impairment
loss as the difference between the carrying amount and fair value of the asset.
SFAS No. 144 removes goodwill from its scope  as  the impairment of goodwill is
addressed prospectively pursuant to SFAS No. 142.   SFAS  No.  144 is effective
for financial statements issued for fiscal years beginning after  December  15,
2001,  and interim periods within those years.  The Companies do not expect the
adoption of SFAS No. 144 to have a material impact on its financial position or
results of operations.

     In December 2002, the FASB issued SFAS No. 148  "Accounting for Stock Based
Compensation-Transition  and  Disclosure".  SFAS No.  148 amends  SFAS No.  123,
"Accounting for Stock Based  Compensation",  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  In addition,  this Statement amends the
disclosure  requirements  of Statement 123 to require  prominent  disclosures in
both annual and interim financial  statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim reporting period
ending  January 31, 2003.  The  Companies do not expect the adoption of SFAS No.
148 to  have  a  material  impact  on  its  financial  position  or  results  of
operations.

MOVING FORWARD:

   For the  Fiscal  year  ended  October  31,  2002 the companies major capital
expenditures  were for a new dual double chair lift  at  Jack  Frost  Mountain,
upgrading snow  making  at  Big Boulder. These expenditures were made to remain
competitive. We will continue  to  investigate  opportunities that will enhance
our profitability.

   During Fiscal 2002 the companies actively pursued  land sales and purchases.
In Fiscal 2003 management intends to continue selective  sales and purchases of
land. The companies' will offer financing to attract new land  sale  customers.
The  Companies  will  continue  to  generate  timbering revenues from selective
harvesting of timber.


                                       20
<PAGE>


MOVING FORWARD (CONTINUED):

    Management  is  organizing  a subsidiary company  -  Boulder  Creek  Resort
Company. This new company will be  used  as a marketing tool to consolidate and
brand the Companies' holdings as one resort  destination  and to facilitate the
land sales division.

    An  offer  to  purchase  the  Dreshertown  Plaza Shopping Center  has  been
presented to the Companies. Management is presently  reviewing  the proposal. A
final price has not been determined.




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<PAGE>




BOARD OF DIRECTORS
Milton Cooper
               Chairman, Kimco Realty Corporation;
               Director of Getty Realty Corporation;
               Director, Kimco Realty Corporation

Michael J. Flynn
               Chairman of the Board of the Companies;
               Vice Chairman and Director, Kimco Realty Corporation

Patrick M. Flynn
               President of the Companies
               Director or Real Estate, Kimco Realty Corporation

Wolfgang Traber
               Chairman of the Board, Hanseatic Corporation & Co., N.Y.

The above Directors serve both Companies

OFFICERS

Patrick M. Flynn
               President

Eldon D. Dietterick
               Executive Vice-President/Treasurer

Richard T. Frey
               Vice-President

Christine A. Liebold
               Secretary

Cynthia A. Barron
               Controller

The above Officers serve both Companies

TRANSFER AGENT
HSBC Bank USA
                      New York, New York

INDEPENDENT AUDITORS
Parente Randolph, PC
                      Wilkes-Barre, Pennsylvania


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<PAGE>



NOTICE OF ANNUAL MEETINGS
The Annual Meetings of Shareholders of Blue Ridge Real Estate Company and Big
Boulder Corporation will be announced with mailing of Proxy Material in
February.

FORM 10-K AVAILABLE
The Companies will furnish to any shareholder, without charge, a  copy of their
Fiscal  Year  2002  Annual  Report  as  filed  with the Securities and Exchange
Commission on Form 10-K.  Written request should  be  directed to the attention
of the Secretary, Blue Ridge Real Estate Company, P.O.  Box 707, Blakeslee, Pa.
18610-0707.


CORPORATE PROPERTIES

RESORTS IN THE POCONO MOUNTAINS
                    Big Boulder Ski Area
                    Jack Frost Mountain
                    Fern Ridge Campground
INVESTMENT PROPERTIES
                    Dreshertown Plaza Shopping Center
                             Dresher, Montgomery County, Pennsylvania
                    Wal-Mart Store, Laurens, South Carolina
                    The Mountain's Edge, Lake Harmony, Pennsylvania
LAND HOLDINGS
                    Blue Ridge
                             18,682 acres of land, held for investment
                    Big Boulder
                             929 acres of land, held for investment
                    Northeast Land Company
                             103 acres of land
RECREATIONAL AREAS
                    "The Stretch" on the Tunkhannock
                    Porter Run Hunting Preserve
                    Splatter (Paintball game)
                    Traxx, Motocross, ATV and BMX Park



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