UNITED STATES

                   SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549


                              FORM 10-K



    ( ) ANNUAL REPORTS* PURSUANT TO SECTION 13 OR 15 (d) OF THE
        SECURITIES ACT OF 1934 (FEE REQUIRED)
        For the fiscal year ended
                                 OR
    (X) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
        For the transition period from 4/01/01 to 10/31/01

                                 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*


                                    Page - 1
<PAGE>






     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___

     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  8, 2002,  was
$21,088,980.  The  market  value per share is based  upon the per share  cost of
shares  as  indicated  over  the  counter  on  October  31,  2001.  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 8, 2002
Common Stock, without par value                  1,917,180
Shares stated value $.30 per
combined share

                 DOCUMENTS INCORPORATED BY REFERENCE

     Specified portions of the Companies' 2001 Annual Report to Shareholders are
incorporated by reference into Part II hereof.

     Specified  portions of the Companies'  definitive  Proxy  Statement for the
2001  Transition  Period  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  Agreementbetween  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.


                                    Page - 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 18,709 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 24 full-time  employees.  Jack Frost  Mountain  Company,
which operates the Jack Frost Mountain Ski Area, has 44 full-time  employees and
during the skiing  season  there are  approximately  500  additional  employees.
Northeast Land Company has 20 full-time employees.


                                    Page - 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 seven months ended October 31, 2001
and Fiscal  years 2001 and 2000 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.

ITEM 2.  PROPERTIES

     A. BLUE RIDGE REAL ESTATE  COMPANY

     The physical properties of Blue Ridge consist of approximately 18,812 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.


                                    Page - 4
<PAGE>


     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,  five  double  chairlifts,   two  triple
chairlifts,  one quad 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 12,000 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 $21,264,704,  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, 2001 the out-standing debt on the Jack Frost Mountain
Ski Area was $835,860.


     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  31,2001.  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, 2001 a mortgage totaling $1,262,628 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
acres of land.  On October 31, 2001,  the center was 97%  occupied  under leases
expiring on various dates from November 30, 2001 to October 31, 2021.  The total
capital investment in the shopping center is $5,459,641.  At October 31, 2001, a
mortgage totaling $4,815,000 was out-standing on this property.

     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


                                    Page - 5
<PAGE>


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, 2001, the Companies'  investment in
this facility was $994,727.

     Blue Ridge owns 18,709 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.

     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, 2001 was $1,227,655 with  outstanding
debt of $88,965.

     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 seven months ended October 31, 2001,  revenues  from  operations of
Blue Ridge and its subsidiaries amounted to $3,782,404.  Jack Frost Mountain Ski
Area had no ski revenue during this period.

     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,  a 200 foot
communications tower, 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


                                    Page - 6
<PAGE>


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
$13,475,696.  At October 31, 2001, the  outstanding  debt on the Big Boulder Ski
Area was $434,061.

     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,
2001, was $1,511,847 with an outstanding debt of $233,726 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,
2001 was $1,594,192.

     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.

     For the seven months ended October 31, 2001,  revenues  from  operations of
Big Boulder amounted to $979,663. Big Boulder Ski Area had no ski revenue during
this period.

  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
<TABLE>
<CAPTION>
                             Age     Office Held Since
     <S>                     <C>        <C>
     Patrick M. Flynn        25         2001
     President

     Eldon D. Dietterick     56         1995
     Executive Vice-President/Treasurer
</TABLE>

     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.


                                    Page - 7
<PAGE>


     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 13 of the
Transition Report for the Seven Months Ended October 31, 2001 to Shareholders.

     ITEM 6. SELECTED FINANCIAL DATA

     Information  required  with  respect  to the  specified  financial  data is
incorporated  herein by  reference to Page 13 of the  Transition  Report for the
Seven Months Ended October 31, 2001 to Shareholders.

     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 13 and 14 of the  Transition  Report for the Seven Months
Ended October 31, 2001 to Shareholders.

     ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The required financial  statements are incorporated  herein by reference to
Pages 2 through 12 of the  Transition  Report for the Seven Months Ended October
31, 2001 to Shareholders.

     ITEM 9. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
FINANCIAL DISCLOSURES

       Not applicable.


                                    Page - 8
<PAGE>


  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 Transition  Period for the Seven Months Ended
October 31, 2001 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.

<TABLE>
<CAPTION>

           CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANTS
    <S>                                       <C>           <C>
                                                            Employed in
                                                            Present
                                               Age          Position Since
     Richard T. Frey, Vice-President            51            2001
     Carl V. Kerstetter, Director of Marketing  51            1991
     Cynthia A. Barron, Controller              38            1996

</TABLE>

     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.

  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 Transition
Period of the Seven Months Ended October 31, 2001 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  transition  period  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

     Not applicable.



                                    Page - 9
<PAGE>


PART IV

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

     A.(1) Financial  statements included in Registrants'  Transition Report for
the Seven  Months  Ended  October  31, 2001  Report to  Shareholders  on Pages 2
through 12 are incorporated by reference. The Report of Independent Auditors for
the combined financial statements appears on Page 15 of this Form 10-K.

     (2)  Financial  Statement  Schedules  The  following is a list of financial
statement schedules filed as part of this Transition Period Report on Form 10-K.
The report of Independent  Auditors for the financial statement schedule appears
on Page 14 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:

      Schedules:    III.  Real Estate and Accumulated Depreciation

     A.(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.

<TABLE>
<CAPTION>
                                                  Legend for
                                                  Documents
                                                  Incorporated  Page
     Articles of Incorporation and By-Laws        By Reference  Number
     <S>                                                        <C>
     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                (1)
                 Common Stock


                                   Page - 10
<PAGE>


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

              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

    13.1 The Registrants' Transition Report for the Seven Months
         Period Ended October 31, 2001 to Shareholders, to the
extent referred to in the responses to the Items of this
Transition Period Report.

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

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

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


                                   Page - 11
<PAGE>


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

              (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
                  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.

</TABLE>

             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


                                   Page - 12
<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 ESTATECOMPANY
BIG BOULDER CORPORATION            BIG BOULDER CORPORATION

By:__/S/_____________________      By: /S/______________________
    Eldon D. Dietterick                 Cynthia A. Barron
    Executive Vice-President            Chief Accounting Officer
    And Treasurer
    Dated:   1-29-02                    Dated:   1-29-02

     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


___/s/____________________                                 1-29-02
 Michael J. Flynn          Chairman of the Board

___/s/____________________                                 1-29-02
 Patrick M. Flynn          President

___/s/____________________                                 1-29-02
 Eldon D. Dietterick       Executive Vice-President &
                           Treasurer

___/s/____________________                                 1-29-02
 Milton Cooper             Director

___/s/____________________                                 1-29-02
 Wolfgang Traber           Director





                                   Page - 13
<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, 2001 and March 31, 2001, and for the seven months
ended  October 31,  2001 and the years  ended March 31, 2001 and 2000,  and have
issued our report thereon dated January 11, 2002; such financial  statements and
report are included in your October 31, 2001 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.
January 11, 2002

Wilkes-Barre, Pennsylvania




                                   Page - 14
<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, 2001 and March 31, 2001, and the related combined
statements  of operations  and earnings  retained in the business and cash flows
for the seven months  ended  October 31, 2001 and the years ended March 31, 2001
and 2000. These financial  statements are the  responsibility  of the Companies'
management.  Our  responsibility  is to expre ss 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 mana gement,  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  financial  position of Blue Ridge Real
Estate Company and subsidiaries and Big Boulder  Corporation and subsidiaries as
of October 31, 2001 and March 31, 2001, and the results of their  operations and
their cash flows for the seven months ended October 31, 2001 and the years ended
March 31,  2001 and 2000 in  conformity  with  accounting  principles  generally
accepted in the United States of America.

/S/

Parente Randolph, P.C.
Wilkes-Barre, Pennsylvania
January 11, 2002




                                   Page - 15
<PAGE>




COMBINED SCHEDULE III.

REAL ESTATE AND ACCUMULATED DEPRECIATION  October 31, 2001

<TABLE>
<CAPTION>

Column A        Column B      Column C          Column D

                              Initial Cost       Cost Capitalized
                              to Company           Subsequent To
                                                   Acquisition
                                          Buildings &
Description     Encumbrances    Land     Improvements  Improvements
<S>             <C>             <C>       <C>          <C>
Land located
in N E PA including
various improvements           1,867,766     49,915    5,575,561

Corporate
Building                                    282,918      187,989

Buildings Leased
to Others
Eastern PA
Exchanged Asset-
Shopping Center    5,700,000     780,700   4,554,235     124,706
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   8,325,765
</TABLE>

<TABLE>
<CAPTION>

                              Column E                 Column F

                      Gross Amount at which Carried
                        at Close of Period (1)(2)
<S>                <C>        <C>        <C>        <C>
Land located in
N E PA including              Building               Accumulated
Various improvements   Land   Improvements   Total  Depreciation
                  1,868,506   5,624,736   7,493,242    3,040,202
Corporate Building              470,907     470,907      277,032

Buildings Leased to
Others Eastern PA
Exchanged Asset-
Shopping Center     780,700    4,678,941  5,459,641    2,856,212
Other                     0    2,437,508  2,437,508    1,357,946
Laurens, SC         276,000    1,914,470  2,190,470      696,653
TOTAL             2,925,206   15,126,562 18,051,768    8,228,045
</TABLE>

<TABLE>
<CAPTION>



                                   Page - 16
<PAGE>


                       Column G      Column H     Column I

                                                  Life on which
                                                  Depreciation in
                       Date of         Date       latest income
                       Construction   Acquired    Statement
                                                  is computed
<S>                   <C>             <C>         <C>
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
</TABLE>

     (1) Activity for the seven  months ended  October 31, 2001,  and the fiscal
years ended March 31,  2001 and March 31, 2000 is as follows:

<TABLE>
<CAPTION>
                                 10/31/01     3/31/01    3/31/00
<S>                            <C>         <C>        <C>
 Balance at beginning of year  17,961,131  17,012,095 16,159,756
 Additions during year:
 Improvements                      90,637     426,502    418,407
 (reclassify)                           0     523,738    434,015
                               18,051,768  17,962,335 17,012,178
 Deductions during year:
 Cost of real estate sold              0         1204         83
 Balance at end of year        18,051,768  17,961,131 17,012,095

</TABLE>

     (2) The aggregate  cost for Federal Income Tax purposes at October 31, 2001
is $16,589,136.

     (3) Activity for the fiscal years ended October 31, 2001,  March 31, 2001 &
March 31, 2000 is as follows:
<TABLE>
<CAPTION>
                                10/31/01      3/31/01    3/31/00
<S>                            <C>          <C>        <C>
 Balance at beginning of year  7,958,599    7,472,074  6,754,807
  Additions during year:
  (Reclassification)                   0       36,316    304,923
  Current year depreciation      269,446      450,209    412,344
  Less retirements                     0            0          0
 Balance at end of year        8,228,045    7,958,599  7,472,074

</TABLE>



                                   Page - 17
<PAGE>






                     BLUE RIDGE REAL ESTATE COMPANY
                        BIG BOULDER CORPORATION

To Our  Shareholders,

     We have decided to change the fiscal year from March 31st to October  31st.
This allows for better consistency in reporting earnings for the ski and non-ski
season  activities.  For the 7-month  fiscal year ending  October 31, 2001,  the
Companies report a net loss of ($804,422) or ($0.42) per combined share compared
to a profit of $252,532 and $.13 for the previous  12-month  period ending March
31, 2001. The loss represents  accrued ski area expense  recognized in the short
reporting year.

Accomplishments  of 2001

     The Team. A lot of emphasis is placed on retaining,  motivating  and hiring
the best people to work at our ski slopes and other areas of activity.  Training
is given to our employees and those providing  greater customer service can earn
incentives.  Our team has reviewed and improved most aspects of our  operations.
The management team is great.

     The  Resorts.  Ski Areas and other  Facilities - This past year we invested
$750,000 in capital  improvements  upgrading  the lodges,  installing a new food
service  facility  at the Big  Boulder  Tubing  Hill,  a new  Terrain Run at Big
Boulder Ski Area,  new snow grooming  equipment,  and upgrading the sound system
and other facilities.

     Marketing  Strategies.  Several  new  promotions  were  introduced  to help
increase our market share. We formed a partnership with Pepsi.  Pepsi advertised
Jack  Frost/Big  Boulder on one million soda cans that offered  discounted  lift
tickets  through our website.  Pepsi also gave permission for the co branding of
the Big Boulder  Terrain Run with the Mountain  Dew logo and placed  advertising
for the Terrain Run on the back of Pepsi trucks.  The local  vendors  throughout
the ski  season  sponsor  competitions.  Arrangements  were made wi th Chi Chi's
Restaurants, and the Philadelphia radio stations, WYSP and WMMR to publicize our
resorts.

     Online web sales - Our Internet sales have been very successful.  Purchases
of advance  tickets,  season  passes,  and the  all-new  Express  Ticket/Express
Equipment Rental increased significantly.

Looking Ahead

     At this time, winter sports remain our primary business, and we are greatly
affected by the annual  snowfall in our area.  During the non-ski  season  other
profit centers,  including Splatter Paintball Games, Traxx Motorsports Park, and
Fern  Ridge   Campground,   make  a  contribution  to  the  companies'   overall
performance.  We continue to evaluate  untapped  resources within its large land
holdings and look for  opportunities to unlock increased value for shareholders.
The Real Estate market is improving in this area and at the right time we expect
to take advantage of land sales, ventures involving new home construction,  golf
course development and forestry management.

     I want to thank our  dedicated  team of  employees  and  managers for their
great help during this year.  I am looking  forward to working  with them in the
coming year to help grow the Company and build shareholder value.



                                         Patrick M. Flynn
                                         President
Blakeslee, Pennsylvania
January 11, 2002


                                    Page - 1
<PAGE>





BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES
AND
BIG BOULDER CORPORATION AND SUBSIDIARIES
COMBINED BALANCE SHEETS
October 31, 2001 and March 31, 2001
<TABLE>
<CAPTION>

ASSETS                                       10/31/01       03/31/01
<S>                                         <C>            <C>
Current Assets:
 Cash and cash equivalents (all funds are
  interest bearing)                        $263,178      2,628,839
 Accounts receivable                        376,838        429,653
 Inventories                                231,771        141,611
 Prepaid expenses and other current assets  730,382        403,313
 Deferred operating costs                 2,106,478              0
 Deferred tax asset                               0        345,810
     Total current assets                 3,708,647      3,949,226
 Properties:
   Land, principally unimproved
      (19,741 respectively,
      acres per land ledger)              1,868,505      1,868,505
   Land improvements,
   buildings and equipment               53,985,296     53,754,045
                                         55,853,801     55,622,550
   Less accumulated depreciation &
   amortization                          36,636,005     35,597,696
                                         19,217,796     20,024,854
                                        $22,926,443    $23,974,080

LIABILITIES AND SHAREHOLDERS' EQUITY        10/31/01      03/31/01
Current liabilities:
 Notes payable - line of credit            $648,195       $      0
 Current installments of long-term debt     720,435        757,228
 Accounts and other payables                544,734        549,847
 Accrued claims                             134,770         80,433
 Accrued income taxes                             0         67,387
 Deferred income taxes                      625,292              0
 Accrued pension expense                    732,580        627,042
 Accrued liabilities                        999,527      1,087,851
 Deferred revenue                           638,875        316,753
  Total current liabilities               5,044,408      3,486,541
Long-term debt, less current
  installments                            6,949,805      7,277,413
Deferred income taxes                       842,117      2,122,893
Other non-current liabilities                48,219        204,321
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        9,479,453     10,283,875
                                         11,600,645     12,405,067
Less cost of 280,968 and 277,221 shares
 of capital stock in treasury as of
 October 31, 2001 and
 March 31, 2001, respectively             2,074,382      2,037,786
                                          9,526,263     10,367,281
                                        $22,926,443    $23,974,080

</TABLE>

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

                                    Page - 2
<PAGE>



<TABLE>
<CAPTION>


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

COMBINED STATEMENTS OF OPERATIONS
AND EARNINGS RETAINED IN THE BUSINESS
for the seven months ended October 31, 2001 and the
years ended March 31, 2001 and 2000.

                                 10/31/01       3/31/01          3/31/00
<S>                            <C>             <C>               <C>
Revenues:
   Ski operations              $         0     $11,267,371     $11,565,643
   Real estate management        1,562,649       3,109,799       2,901,700
   Summer recreation operations  2,099,387       2,651,591       2,516,262
   Rental income                 1,100,031       1,867,690       1,903,314
                                 4,762,067      18,896,451      18,886,919
Costs and expenses:
   Ski operations                1,100,477      11,246,003      11,135,115
   Real estate management        1,419,318       2,676,191       2,727,460
   Summer recreation operations  1,935,710       2,292,473       2,071,187
   Rental income                   576,287         950,258         936,870
   General and administration      650,425       1,768,375       1,084,649
                                 5,682,217      18,933,300      17,955,281
     Income (loss)
        from operations           (920,150)        (36,849)        931,638

Other income (expense):
   Interest and other income        55,642         866,127         620,203
   Interest expense               (296,041)       (736,865)       (732,201)
                                  (240,399)        129,262        (111,998)

Income (loss) before
  income taxes                  (1,160,549)         92,413         819,640

Provision(credit)for income taxes:
   Current                         (46,453)        259,417         382,000
   Deferred                       (309,674)       (419,536)        (43,000)
                                  (356,127)       (160,119)        339,000

Net income (loss)                 (804,422)        252,532         480,640

Earnings retained in business:
   Beginning of year            10,283,875      10,031,343       9,550,703
   End of year                  $9,479,453     $10,283,875     $10,031,343

Basic and diluted earnings (loss) per
 weighted average combined share    ($0.42)          $0.13           $0.24

</TABLE>


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


                                    Page - 3
<PAGE>


<TABLE>
<CAPTION>

BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES
AND
BIG BOULDER CORPORATION AND SUBSIDIARIES
COMBINED STATEMENTS OF CASH FLOWS
for the seven months ended October 31, 2001
And the years ended March 31, 2001 and 2000

                                    10/31/01         3/31/01        3/31/00
<S>                                  <C>             <C>            <C>
Cash Flows From (Used In) Operating
 Activities:
 Net income (loss)                    ($804,422)      $252,532      $480,640
 Adjustments to reconcile net income
    (loss) to net cash provided by
    (used in) operating activities:
 Depreciation and amortization          352,468      1,969,154     1,921,237
 Deferred income taxes                 (309,674)      (372,862)      (43,000)
 Gain (loss) on sale of assets            2,438       (528,242)      (19,006)
 Changes in operating assets and liabilities:
   Accounts receivable                   52,815         19,185       110,840
   Prepaid expenses & other current
     assets                            (417,229)       288,575       161,692
   Deferred operating costs          (1,310,033)             0             0
   Accounts payable & accrued
     liabilities                        (89,664)       866,096      (324,934)
   Accrued income taxes                 (67,387)      (225,726)      124,596
   Deferred revenue                     322,122        171,584      (111,308)
Net cash provided by (used in) operating
   activities                        (2,268,566)     2,440,296     2,300,757
Cash Flows From (used in) Investing Activities:
   Deferred income                            0         13,198       254,246
   Proceeds from disposition of
     assets                              20,757        529,446        19,089
   Additions to properties             (365,050)    (1,874,588)   (2,496,246)
Net cash used in investing
     activities                        (344,293)    (1,331,944)   (2,222,911)
Cash Flows From (used in) Financing
   Activities:
   Borrowings under short-term
     financing                          648,195      2,050,000     2,550,000
   Payment of short-
     financing                                0     (2,050,000)   (2,550,000)
   Additions to long-term debt                0              0       800,000
   Payment of long-term debt           (364,401)      (784,153)     (781,111)
   Purchase of treasury stock           (36,596)      (248,870)     (250,413)
Net cash used in financing
     activities                         247,198     (1,033,023)     (231,524)
Net increase (decrease) in cash
     & cash equivalents              (2,365,661)        75,329      (153,678)
Cash & cash equivalents,
     beginning of year                2,628,839      2,553,510     2,707,188
Cash & cash equivalents,
     end of year                       $263,178     $2,628,839    $2,553,510

Supplemental disclosures of cash flow information: Cash paid during year for:
   Interest                            $302,209       $736,054      $732,458
   Income taxes                        $136,311       $427,516      $335,395
</TABLE>


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



                                    Page - 4
<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 bylaws 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  and  other   recreational
activities, and are recognized as services are performed.

     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 LANDS 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:

                        Land   improvements           10-30
                        Buildings                      3-30
                        Equipment  and furnishings     3-20
                        Ski  facilities:
                               Land  improvements     10-30
                               Buildings               5-30
                               Machinery and equipment 5-20

     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 diff erence between the carrying value and
the fair value of the asset.  No such losses were  recognized in the three years
ended October 31, 2001.

     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 e state
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 revenues include revenues 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 subsidiar ies, 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.


                                    Page - 5
<PAGE>

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

     DEFFERED  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 seven months ended October 31,
2001.  All other  advertising  costs are  expensed  when  incurred.  Advertising
expense for the seven  months  ended  October 31, 2001 and the years ended March
31, 2001 and 2000 was $216,559, $1,538,647 and $1,488,268, 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  three   business   segments   -  Ski   Operations,   Real   Estate
Management/Rental  Operations and Summer Recreation  Operations.  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.

     RECLASSIFICATION:  Certain  reclassifications  have been made to conform to
current year presentation.

     RECENT ACCOUNTING  PRONOUNCEMENTS:  In June 2000, the Financial  Accounting
Standards  Board ("FASB")  issued  Statement of Financial  Accounting  Standards
("SFAS") No. 138,  "Accounting  for Certain  Derivative  Instruments and Certain
Hedging  Activities  - an  Amendment of FASB  Statement  No. 133".  SFAS No. 138
addresses a limited number of issues causing  difficulties in the implementation
of SFAS No. 133 and was required to be adopted  concurrently  with SFAS No. 133.
The Companies do not engage in hedging  activities and therefore the adoption of
SFAS No. 133 and 138 did not have a material impact on the Companies'  financial
position or results of operations.

     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 only 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.

     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  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.  The results of operations from
the comparable 7 month period of the prior year are as follows:
<TABLE>
<CAPTION>
                                                                UNAUDITED
                                             10/31/01            10/31/00
         <S>                               <C>                 <C>
         Revenues                          $4,762,067          $5,057,853
         Operating Income (loss)             (920,150)            586,615
         Provision (benefit) for
           income taxes                      (356,127)            297,000
         Net income (loss)                   (804,422)            443,867
         Earnings (loss) per share              (0.42)               0.23
</TABLE>


                                    Page - 6
<PAGE>



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, 2001,
March 31, 2001, and 2000 and for each of the periods then ended is as follows:
<TABLE>
<CAPTION>

                 Blue Ridge and Subsidiaries
                         7 Mos. Ended
                         10/31/01       03/31/01       03/31/00
FINANCIAL POSITION:
<S>                    <C>            <C>           <C>
Current assets           $1,520,615     $1,346,838    $1,583,756
Total assets             16,028,020     16,368,221    16,527,534
Current liabilities       4,332,664      3,125,297     2,451,318
Shareholders'equity       3,894,672      4,404,959     4,445,461
OPERATIONS:
Revenues                 3,782,404      12,367,702    11,798,218
Income(loss)before taxes  (536,374)        (75,807)      464,004
Provision(credit)for
 income taxes              (62,685)       (284,176)      153,000
Net income (loss)         (473,689)        208,369       311,004

                  Big Boulder and Subsidiaries
                         7 Mos. Ended
                         10/31/01       03/31/01       03/31/00
FINANCIAL POSITION:
Current assets          $2,188,032      $2,602,388    $2,662,277
Total assets             6,898,423       7,605,859     7,839,123
Current liabilities        711,744         361,244       440,784
Shareholders'equity      5,631,591       5,962,322     5,918,158
OPERATIONS:
Revenues                   979,663       6,528,749     7,088,701
Income(loss)before taxes  (624,175)        168,220       355,636
Provision(credit)for
 income taxes             (293,442)        124,057       186,000
Net income (loss)         (330,733)         44,163       169,636
</TABLE>

4.  SHORT-TERM  FINANCING:  At October 31,  2001,  Blue Ridge had  utilized
approximately  $648,000 of a line of credit  agreement with a bank,  aggregating
$2,000,000 available for short term financing, expiring November 30, 2002, which
management expects to be renewed. The line of credit bears interest at .25% less
than the prime rate (5.25% at October  31,2001).  The weighted  average interest
rate at October 31, 2001 was 5.25%. The agreement requires,  among other things,
that the  Companies  comply  with  minimum  current  and total liabilities  to
tangible net worth ratios and meet a minimum debt service coverage ratio.


5. LONG-TERM DEBT:
Long-term debt as of October 31, 2001 and March 31, 2001
consists of the following:
<TABLE>
<CAPTION>
                                              10/31/01           03/31/01
<S>                                           <C>               <C>
Mortgage note payable to bank, interest is
LIBOR plus 160 basis points
(3.9537% at October 31, 2001) payable monthly
with principal reduction of $18,000
through maturity, August 2003                  4,815,000        4,941,000

Mortgage note payable to bank, interest at 80%
of the bank's prime rate (4.4% at October 31, 2001)
payable in monthly installments of $24,187
plus interest through Fiscal 2005              1,112,612        1,281,922

Mortgage note payable to insurance company,
interest fixed at 10.5% payable in monthly
installments of $15,351 including interest
through Fiscal 2014                            1,262,628        1,291,719

Mortgage note payable to bank,
interest at 6.84% payable monthly
with principle reduction at $40,000
per month December to March through 2004         480,000          520,000

                                               7,670,240        8,034,641
Less current installments                        720,435          757,228
                                              $6,949,805       $7,277,413
</TABLE>

  Properties  at cost,  which have been pledged as  collateral  for long-term
debt, include the following at October 31, 2001:
Investment properties leased to others       $7,650,111
Ski facilities                              $19,515,837

 The aggregate amount of long-term debt maturing in each of the five years
Ending subsequent to October 31, 2001, is as follows:  2002-$720,435;
2003-$5,109,406;  2004-$517,036;  2005-$316,029;  2006-$82,323;  thereafter
$925,011.


<TABLE>
<CAPTION>


6.  INCOME TAXES:
The provision (credit) for income taxes is as follows:
                               10/31/01       03/31/01       03/31/00
<S>                         <C>            <C>           <C>
Currently payable
   Federal                      ($46,453)      $259,417      $382,000
   State                               0              0             0
                                 (46,453)       259,417       382,000
Deferred:
   Federal                      (537,361)      (315,926)      (43,000)
   State                         227,687       (103 610)            0
                                (309,674)      (419,536)      (43,000)
                               ($356,127)     ($160,119)     $339,000
</TABLE>


                                    Page - 7
<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>
                                10/31/01       03/31/01      03/31/00
<S>                            <C>             <C>           <C>
Computed at statutory rate     ($394,587)       $31,420      $279,000
State net operating losses
subject to valuation allowance         0              0        46,000
State income taxes, net of federal
 income tax                      218,656              0             0
Prior year overaccrual          (130,594)      (107,367)            0
Other                             (3,149)         3,919         6,000
AMT (utilization) tax            (46,453)       (88,091)        8,000
Provision(credit)for income
    Taxes                      ($356,127)     ($160,119)     $339,000

</TABLE>

     The components of the deferred tax assets and  (liabilities)  as of October
31, 2001 and March 31, 2001 are as follows:
<TABLE>
<CAPTION>

                                           10/31/01      03/31/01
<S>                                        <C>           <C>
Current deferred tax asset:
 Accrued expenses                                $0      $266,379
 Deferred revenues                                0        79,431

 Current deferred tax asset                       0       345,810

Current deferred tax liability:
 Deferred operating costs                  (855,092)            0
 Accrued expenses                           203,672             0
 Deferred revenues                           26,128             0

 Current deferred tax liability            (625,292)            0

Noncurrent deferred tax liability:
 Depreciation                            (2,533,090)   (2,673,786)
 Deferred income, sewer line and tower      227,557       231,608
 Net operating losses and AMT credit
   carryforward                           2,289,811       631,723
 Valuation allowance                       (826,395)     (312,438)

 Noncurrent deferred tax liability         (842,117)   (2,122,893)
 Deferred income tax liability, net     ($1,467,409)  ($1,777,083)
</TABLE>

     At October 31, 2001, the Companies have $250,504 of Alternative Minimum Tax
(AMT) credit  carryforward  available to reduce future federal income taxes. The
AMT credit has no expiration  date.  The  Companies  have filed with the IRS, an
application to change their tax year-end.  In connection with this request,  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.

    The  Companies  also  have  state  net  operating  loss   carryforwards  of
approximately  $8,270,000  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>
<S>                                     <C>            <C>          <C>

Assumptions                             10/31/01       03/31/01     03/31/00
Discount Rates used to determine
projected benefit obligations
as of October 31, 2001 and March 31,
2001 and 2000                               7.25%          7.25%        7.50%
Expected long-term rates of return
on assets                                   8.50%          8.50%        8.50%
Rates of increase in compensation
levels                                      4.00%          5.00%        5.00%
</TABLE>
<TABLE>
<CAPTION>

Change in Benefit Obligation               10/31/01     03/31/01
<S>                                     <C>          <C>
Benefit obligation at beginning of year    $3,422,856  $3,065,215
Service cost(net of expenses)                 119,090     213,365
Interest cost                                 129,820     220,819
Plan amendments                                   0             0
Actuarial (gain) loss                        (267,227)     75,268
Benefit payments                              (82,795)   (151,811)
Benefit obligation at end of year          $3,321,744  $3,422,856


                                    Page - 8
<PAGE>

7. PENSION BENEFITS (continued):

Change in Plan Assets                       10/31/01     03/31/01
Fair value of plan assets at
 beginning of year                       $2,983,503    $3,473,821
Actual return on plan assets               (134,104)     (311,801)
Employer contributions                            0             0
Benefits paid                               (82,795)     (151,811)
Actual expenses paid during the year        (10,710)      (26,706)
Fair value of plan assets at end of year $2,755,894    $2,983,503

Reconciliation of Funded Status of the Plan 10/31/01     03/31/01
Funded status at end of year              ($565,850)    ($439,353)
Unrecognized transition obligation           98,225       103,172
Unrecognized net prior service cost           8,914         9,270
Unrecognized net actuarial gain            (273,869)     (300,131)
Net amount recognized at end of year      ($732,580)    ($627,042)
</TABLE>
<TABLE>
<CAPTION>

Components of Net Periodic Benefit Cost  10/31/01      03/31/01    03/31/00
<S>                                     <C>          <C>          <C>
Service Cost                            $130,757     $238,365     $240,936
Interest Cost                            129,820      220,819      208,672
Expected return on plan assets           143,485      287,388      282,286

Net amortization and deferral:
  Amortization of transition
  obligation                               4,947        8,480       8,480
  Amortization of prior service
  cost                                       356          611         611
  Amortization of accumulated gain       (16,857)     (48,721)     (8,374)
  Net amortization and deferral         ($11,554)    ($39,630)       $717

Total net periodic pension cost         $105,538     $132,166    $168,039
</TABLE>
<TABLE>
<CAPTION>

8.  PROPERTIES:
Properties consist of the following at October 31, 2001 and March 31, 2001.

                                         10/31/01        03/31/01
<S>                                   <C>             <C>
Land, principally unimproved           $1,868,505      $1,868,505
Land improvements                       5,624,734       5,534,798
Corporate buildings                       470,907         470,907
Buildings leased to others             10,120,371      10,147,329

Ski facilities:
 Land                                       4,552           4,552
 Land improvements                      7,908,064       7,902,133
 Buildings                              6,529,121       6,528,611
 Machinery & equipment                 20,109,752      19,676,762
Equipment & furnishings                 3,217,795       3,488,953
                                       55,853,801      55,622,550
Less accumulated depreciation and
       Amortization                    36,636,005      35,597,696
                                      $19,217,796     $20,024,854

</TABLE>

     Buildings  leased to others include land of $1,056,700 at October 31, 2001,
and March 31, 2001 and 2000

     9. ACCRUED LIABILITIES:
     Accrued  liabilities consist of the following at October 31, 2001 and March
31, 2001.
<TABLE>
<CAPTION>
                                            10/31/01      3/31/01
       <S>                                  <C>          <C>
       Accrued Payroll                      $537,300     $693,347
       Accrued Security & Other Deposits     162,266      133,898
       Accrued Professional Fees             173,524      140,223
       Accrued - Miscellaneous               126,437      120,383
                                            $999,527   $1,087,851

</TABLE>


                                    Page - 9
<PAGE>



     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 6.38 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, 20 01, is as follows:

<TABLE>
<CAPTION>
                       Properties  Subject  To  Lease
                                                            Accumulated
                                        Cost                Depreciation
<S>                                   <C>                   <C>
Investment properties leased to
    others                             $7,962,742            $3,638,522
Land and land  improvements             3,997,935             1,271,242
Minimum future rentals:
 Fiscal years ending October 31: 2002   1,698,232
                                 2003   1,602,191
                                 2004   1,475,062
                                 2005   1,318,956
                                 2006   1,238,885
                            Thereafter 18,359,456*
                                      $25,692,782
</TABLE>

     *Includes  $1,254,750  under a land lease  expiring in 2072 and  $6,489,640
under a net lease for a store expiring in 2039. There were no contingent rentals
included in income for the seven months  ended  October 31, 2001 or Fiscal 2001
or 2000.

     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:

     The Companies have estimated the fair value of their financial  instruments
at October 31, 2001, March 31, 2001 and 2000 as follows:

     The  carrying  values of cash and cash  equivalents,  accounts  receivable,
accounts  payable and accrued  expenses are  reasonable  estimates of their fair
values.  The  carrying  values of  variable  and fixed rate  long-term  debt are
reasonable  estimates of their fair values based on their  discounted cash flows
at discount  rates  currently  available to the  Companies for debt with similar
terms and remaining maturities.


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
7 mos. ended
10/31/01

<S>         <C>              <C>          <C>               <C>
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)


Year ended
3/31/01
1st          $1,647,042       $24,605      ($106,111)        ($0.05)
2nd           2,875,633       537,481        575,832           0.29
3rd           4,082,883       (56,840)       (77,026)         (0.04)
4th          10,290,893      (542,095)      (140,163)         (0.07)

            $18,896,451      ($36,849)      $252,532          $0.13
</TABLE>

     The quarterly  results of operations for the seven months ended October 31,
2001 and Fiscal 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 tw o ski facilities have been
recorded  as deferred  operating  costs.  The fourth  quarter of Fiscal 2001 was
impacted by a $467,000 severance accrual due to a change in management.


                                   Page - 10
<PAGE>


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 three
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
land  held for  resale  and  investment  purposes,  and  rental of land and land
improvements.

     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.

     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>
<S>                           <C>          <C>          <C>
                              10/31/01      03/31/01      03/31/00
Revenues:
 Ski operations                     $0   $11,267,371   $11,565,643
 Real estate management/
  Rental operations          2,662,680     4,977,489     4,805,014
 Summer recreation
  operations                 2,099,387     2,651,591     2,516,262
                            $4,762,067   $18,896,451   $18,886,919

Income:(loss)
 Ski operations            ($1,100,477)      $21,368      $430,528
 Real estate management/
 Rental operations             667,075     1,351,040     1,140,684
 Summer recreation
  operations                   163,677       359,118       445,075
                             ($269,725)   $1,731,526    $2,016,287

General & administrative expenses:
 Ski Operations              ($390,255)  ($1,061,025)    ($661,636)
 Real estate management/
 Rental operations            (169,110)     (459,778)     (271,162)
 Summer recreation operations  (91,060)     (247,572)     (151,851)
                             ($650,425)  ($1,768,375)  ($1,084,649)

Interest and other income:
 Ski Operations                 $1,436       $17,710       $13,995
 Real estate management/
 Rental operations              54,206       848,417       606,208
 Summer recreation operations        0             0             0
                               $55,642      $866,127      $620,203

Interest expense:
 Ski operations               ($47,546)    ($161,016)    ($170,898)
 Real estate management/
  rental operations           (248,495)     (575,849)     (561,303)
 Summer recreation operations        0             0             0
                             ($296,041)    ($736,865)    ($732,201)

Income (loss) before income
  taxes,                   ($1,160,549)      $92,413      $819,640

</TABLE>

     For the seven months ended  October 31, 2001 and Fiscal 2001 and 2000 no on
customer represented 10% or more of total revenue.

     Identifiable  assets,  net of accumulated  depreciation at October 31, 2001
and March 31, 2001 and 2000 and  depreciation  expense and capital  expenditures
for the years then ended by business segment are as follows:
<TABLE>
<CAPTION>

                             Identifiable   Depreciation      Capital
   October 31, 2001              Assets       Expense      Expenditures
<S>                             <C>            <C>          <C>
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
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
Other Corporate                 1,750,699       132,495       38,503
             Total            $23,974,080    $1,969,154   $1,874,587

   March 31, 2000              Assets       Expense      Expenditures
Ski Operations                $11,482,021    $1,346,750   $1,119,881
Real Estate Management/Rental
 Operations                     9,921,036       361,871      330,347
Summer recreation operations    1,592,675       125,770    1,044,076
Other Corporate                 1,370,925        86,846        1,942
             Total            $24,366,657    $1,921,237   $2,496,246
</TABLE>


                                   Page - 11
<PAGE>


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  $1,264,000 at
October 31, 2001.

15. 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 options expire
July 1, 2003.

     Option activity  during the periods ended October 31, 2001,  March 31, 2001
and 2000 is as follows:
<TABLE>
<CAPTION>
                  10/31/01         03/31/01        03/31/00
                          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              -       -        -       -        -       -
Exercised            -       -        -       -        -       -
Canceled             -       -        -       -        -       -
Outstanding at
end of year       35,000   $6.75   35,000   $6.75   35,000  $6.75
Options exercisable
At year-end       35,000   $6.75   35,000   $6.75   35,000  $6.75
Option price
range              $6.75            $6.75           $6.75
Weighted average
fair value of
options granted
during year           $-              $-             $-
</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.

     16. PER SHARE DATA:  Earnings per share for the 7 months ended  October 31,
2001 and the years ended March 31, 2001 and 2000 are computed as follows:
<TABLE>
<CAPTION>
                                10/31/01      03/31/01     03/31/00
<S>                             <C>          <C>           <C>
Net Earnings                    ($804,422)    $252,532     $480,640
Weighted average combined
shares of common stock out-
standing used to compute basic
earnings per combined
common share                    1,917,858    1,926,402     1,962,491
Additional combined common
shares to be issued assuming
exercise of stock options, net
of combined shares
assumed re-acquired                12,470       10,195        10,295
Combined shares used to compute
dilutive effect of stock
option                          1,930,328    1,936,597     1,972,786

Basic and diluted earnings per
combined common share              ($0.42)       $0.13         $0.24


</TABLE>

                          INDEPENDENT AUDITOR'S REPORT

To 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, 2001 and March 31, 2001 and the related  combined
statements  of operations  and earnings  retained in the business and cash flows
for the seven months  ended  October 31, 2001 and the years ended March 31, 2001
and 2000. 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, 2001 and March 31, 2001, and the results of their
operations  and their cash flows for the seven months ended October 31, 2001 and
the years ended March 31, 2001 and 2000 in conformity with accounting principles
generally accepted in the United States of America.

Parente Randolph, P.C.
Wilkes-Barre, Pennsylvania
January 11, 2002


                                   Page - 12
<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 seven months ended October 31, 2001 and Fiscal Year
2001. No dividends were paid on common stock in either period.
<TABLE>
<CAPTION>

             7 Mos. Ended 10/31/01             HIGH        LOW
                                               ASKED       BID
             <S>                              <C>        <C>
                First Quarter                 12.000      9.125
               Second Quarter                 16.000     10.000
           1 month - 10/31/01                 11.000     11.000

             FISCAL YEAR 2001                  HIGH        LOW
                                               ASKED        BID
                First Quarter                 10.500      9.125
               Second Quarter                 10.500      9.250
                Third Quarter                  9.750      9.250
               Fourth Quarter                 10.875      9.250
</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, 2001 and March 31, 2001 were 597 and 608, respectively.

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

                            10/31/01      03/31/01        2000
<S>                        <C>            <C>             <C>
Revenues                  $4,762,067      $18,896,451    $18,886,919
Net income(loss)            (804,422)         252,532        480,640
Net income(loss)per
   combined share             ($0.42)           $0.13          $0.24
Cash dividends per
   combined share                  0                0              0
Weighted average number
 of combined shares
 outstanding               1,917,858        1,926,402      1,962,491
Total assets              22,926,443       23,974,080     24,366,657
Long-term debt             7,670,240        8,034,641      8,818,794
Shareholders' equity       9,526,263       10,367,281     10,363,619

                                            1999            1998
Revenues                                  $17,787,480    $18,655,995
Net income(loss)                              (79,199)       394,593
Net income(loss)per combined share             $(0.04)         $0.20
Cash dividends per combined share                   0              0
Weighted average number of
 combined shares outstanding                1,980,706      1,993,014
Total assets                               23,807,755     23,943,980
Long-term debt                              8,799,905      9,290,909
Shareholders' equity                       10,133,392     10,413,858
</TABLE>

     MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations

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  current 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.


                                   Page - 13
<PAGE>

SEVEN MONTHS ENDED OCTOBER 31, 2001 VERSUS FISCAL 2001 (continued)

     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.

     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.

     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.


FISCAL 2001 VERSUS FISCAL 2000

     For Fiscal Year ended March 31, 2001, the Companies  reported net income of
$252,532 or $.13 per combined share as compared with a net income of $480,640 or
$.24 per combined share for Fiscal 2000.

     Combined  revenue of  $18,896,451  represents an increase of $9,532 or less
than 1% when compared to Fiscal 2000. Ski Operations  decreased  $298,272 or 3%,
and Real Estate Management  Operations increased $307,804 or 4% when compared to
Fiscal 2000.

     The Ski  Operations  had  approximately  247,000  skiers  visit our  slopes
compared to 256,000 skier visits last season. The decrease of 9,000 skier visits
represents  a decrease  of 4%.  Revenue  per skier was $31  compared to $30 last
season for an  increase  of $1.00 or 3%.  Tubing  operations  had  approximately
83,000 tuber visits compared to 90,000 tuber visits last season. The decrease of
7,000  tuber  visits  represents  a 8%  decrease.  Revenue  per tuber was $15.18
compared  to $13.84  last  season for an  decrease of $1.34 or 9%. The ski areas
operated for a combined total of 200 days compared to 181 days last season.  The
food and beverage  operation at the ski areas  contributed  revenue of $6.79 per
skier visit. The retail shop operations at the ski areas contributed  revenue of
$2.12 per skier visit compared to $1.97 the previous season.

     The Real Estate Management  Operations increase is attributed to commission
for resale of homes in our resort  communities (37%), fees for contract services
provided to the  homeowners  of the resort  communities  (53%),  and fishing and
hunting  leases  (10%).  The  increases  were  offset by a decrease  in festival
revenues and fees for services provided to the Trusts of the resort communities.
Disposition  of  properties  occur  sporadically  and do not follow any  pattern
during the fiscal year.

     In Fiscal  2001,  132 acres of land was sold for  $521,607  with a basis of
$1,204. No major land sales occurred in Fiscal 2000.

     Operating costs  associated with Ski Operations  increased by $110,888 when
compared to Fiscal 2000. This increase is attributed to seasonal labor costs.

     Operating costs associated with Real Estate Management Operations increased
by $183,405  when  compared  to Fiscal  2000. This  increase  is  attributed  to
increased  expenses related to summer activities and the investment  properties.
General and  Administration  expenses  increased  by $683,726  when  compared to
Fiscal 2000.  The increase is  primarily  due to severance  expenses of $466,922
relating to management  changes.  The remaining  increase is due to professional
fees.

     Interest and Other income  increased  by $245,924  when  compared to Fiscal
2000. This increase is attributable to  reimbursement  of estimated income taxes
(25%) and overhead  expenses related to the construction of the sewer line (15%)
and an increase in disposed assets and resulting gains (60%).

     Interest  expense  increased by $4,664 when  compared to Fiscal 2000.  This
increase is primarily attributed to an increase in LIBOR.

     The  effective  Tax  Rate  for  Fiscal  2001  and  2000  was  34%  and  41%
respectively.

LIQUIDITY AND CAPITAL RESOURCES:

     The Combined  Statement  of Cash Flows  reflects net cash used in operating
activities  of  ($2,268,566)  for the seven months ended October 31, 2001 due to
the short period and the absence of ski season  revenues to offset certain costs
and expenses, versus net cash provided by operating activities of $2,440,296 and
$2,300,757 in Fiscal 2001 and 2000 respectively.

     The major  capital  investments  made in the seven months ended October 31,
2001 were the repaving of the Jack Frost Mountain access road, the  construction
of  a  Snowboard  Park  at  Big  Boulder  Ski  Area  and  the  purchase  of  two
snowgroomers. These capital investments were financed wholly from working cash.

     During Fiscal 2001 a mortgage  note payable with First Union  National Bank
in the amount of  $4,941,000  was  refinanced  and will mature  August 31, 2003.
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.  During Fiscal 2001, the Companies  borrowed against
their  $2,000,000  line of credit for a period of five months in varying amounts
with a maximum  of  $1,950,000.  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.


                                   Page - 14
<PAGE>


     In June 2000, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 138,  "Accounting for
Certain Derivative  Instruments and Certain Hedging Activities - an Amendment of
FASB  Statement  No.  133".  SFAS No. 138  addresses a limited  number of issues
causing  difficulties in the  implementation of SFAS No. 133 and was required to
be  adopted  concurrently  with SFAS No.  133.  The  Companies  do not engage in
hedging  activities  and  therefore the adoption of SFAS No. 133 and 138 did not
have a  material  impact on the  Companies'  financial  position  or  results of
operations.

     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 only 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.


     MOVING FORWARD: The company expects to generate  significant  timbering and
land sale  revenues in the next  fiscal  year.  Renovations  are planned for the
lodges at Jack Frost  Mountain  and Big Boulder  Ski Areas.  The areas will also
receive new snow grooming  equipment.  Additional  paintball  fields and another
track at our motocross park will be constructed at Jack Frost Mountain.


                                   Page - 15
<PAGE>



BOARD OF DIRECTORS
     Milton Cooper
          Chairman, Kimco Realty Corporation;
          Director, Getty Petroleum Corp.;
          Director, Kimco Realty Corporation
     Michael J. Flynn
          Chairman of the Board and President of the Companies;
          Vice Chairman and Director, Kimco Realty Corporation
     Patrick M. Flynn
          President of the Companies
          Director of 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 and Treasurer
     Richard R. 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



                                   Page - 16
<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 2001 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 Mountains Edge, Lake Harmony, Pennsylvania

Land Holdings
     Blue Ridge
          18,709 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



                                   Page - 17
<PAGE>