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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

FOR
ANNUAL AND TRANSITION REPORTS PURSUANT

TO
SECTIONS 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

(X)

ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THESECURITIES ACT OF 1934For the fiscal year ended October 31, 2009

OR

(
 )

TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period from
          to



Commission File No. 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)



|Pennsylvania                                                   | 24-0854342 (Blue Ridge)24-0822326 (Big
Boulder)
|-------------------------------------------------------------- | -----------------------------------------------
|(State or other Jurisdiction of Incorporation or
Organization) | I.R.S. Employer Identification Number:         
|                                                               |                                                
|Blakeslee, Pennsylvania                                        | 18610                                          
|(Address of Principal Executive Office)                        | (Zip Code)                                     

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 $0.30 per combined
share*

(Title of Class)

Indicate
by check mark if the registrants are well-known seasoned issuers, as defined in
Rule 405 of the Securities Act.  Yes   ̈No  þ





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Indicate
by check mark if the registrants are not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes   ̈No  þ

Indicate
by check mark whether the registrants (1) have filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrants were
required to file such reports), and (2) have been subject to such filing
requirements for the past 90 days.  Yes  þNo   ̈

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 registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈

Indicate by check mark whether the
registrants are large accelerated filers, accelerated filers, non-accelerated
filers or smaller reporting companies.  See definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act.

Large
Accelerated filer  ̈
                                                                           Accelerated
Filer
                   ̈

Non-Accelerated
filer   þ (Do not check if smaller reporting company)
                     
Smaller reporting company     ̈

Indicate
by check mark whether the registrants are shell companies (as defined in Rule
12b-2 of Act).  Yes   ̈No
 þ

The
aggregate market value of common stock, without par value, stated value $.30 per
combined share, held by non-affiliates at April 30, 2009 (the last business day
of the registrants most recently completed second fiscal quarter), was
$5,564,006.  Such aggregate market value was computed by reference to the
closing price of the common stock of the registrants on the over-the-counter
bulletin board on April 30, 2009.  There is no established public trading
market for the registrants stock.

The
number of shares of common stock of the registrants classes of common stock
outstanding as of February 22, 2010 was 2,450,424.

DOCUMENTS INCORPORATED BY REFERENCE

Specified
portions of the registrants 2009 Annual Report to Shareholders for the fiscal
year ended October 31, 2009 are incorporated by reference into Parts II and IV
hereof.

Specified
portions of the registrants definitive Proxy Statement to be used in connection
with its 2009 Annual Meeting of Shareholders (the Proxy Statement), to be
filed within 120 days after the end of the fiscal year covered by this Annual
Report on Form 10-K, are incorporated by reference into Part III of this Annual
Report on Form 10-K to the extent provided herein. Except as specifically
incorporated by reference herein, the Proxy Statement is not to be deemed filed
as part of this Annual Report on Form 10-K.

__________________

*Under
a Security Combination Agreement between Blue Ridge Real Estate Company , Blue
Ridge, and Big Boulder Corporation, Big Boulder (each referred to herein as a
Company and together, the Companies) and under the bylaws of the Companies,
shares of the Companies are combined into unit certificates, each certificate
representing the same number of shares of each of the Companies.  Shares of
each Company may be transferred only together with an equal number of shares of
the other Company.  For this reason, a combined Blue Ridge/Big Boulder Form
10-K is being filed. Except as otherwise indicated, all information applies to
both Companies.



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BLUE
RIDGE REAL ESTATE COMPANY

BIG
BOULDER CORPORATION

ANNUAL REPORT ON FORM 10-K For Fiscal Year Ended
October 31, 2009 TABLE OF CONTENTS

Page



SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS

1

PART I



Item 1Business

2



Item 1ARisk
Factors

7



Item
2Properties

12



Item
3Legal Proceedings

14



Item
4Submission of Matters to a
Vote of Security Holders

14



PART II



Item
5Market for Registrants
Common Equity, Related Stockholder Matters

and
Issuer Purchases of Equity Securities

14



Item 6Selected Financial Data

14



Item 7Managements Discussion and Analysis of Financial Condition and

Results
of Operations

14



Item 7AQuantitative and Qualitative Disclosures about Market Risk

14



Item
8Financial Statements and
Supplementary Data

15



Item
9Changes in and Disagreements
with Accountants on Accounting

and
Financial Disclosure

15



Item 9AControls and Procedures

15



Item 9BOther Information

16







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PART
III



Item 10Directors, Executive Officers
and Corporate Governance

16



Item 11Executive
Compensation

16



Item 12Security Ownership of Certain Beneficial Owners
and Management and

Related
Stockholder Matters

16



Item
13Certain Relationships and Related Transactions, and
Director Independence

16



Item 14Principal Accountant Fees and Services

16





PART IV



Item 15Exhibits and Financial Statement Schedules

17



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For
convenience, references in this Annual Report on Form 10-K to we, us, our,
and the Companies mean or relate to Blue Ridge Real Estate Company, Big
Boulder Corporation and their subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain
statements in this Annual Report on Form 10-K constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or
the Exchange Act, that are made based upon, among other things, our current
assumptions, expectations and beliefs concerning future developments and their
potential effect on us.  In some cases you can identify forward-looking
statements where statements are preceded by, followed by or include the words
believes, expects, anticipates, plans, future, potential,
probably, predictions, continue or the negative of such terms or similar
expressions.  All statements, other than statements of historical fact,
regarding our strategy, future operations, financial position, estimated
revenue, projected costs, projected savings, prospects, plans, opportunities and
objectives constitute forward-looking statements, including but not limited to
statements regarding the current and future real estate market in the Pocono
Mountains; the timing and outcome of our planned land development; compensation
expense related to non-vested awards; contributions to our pension plan; our
land development and infrastructure plans in and around Jack Frost Mountain and
Big Boulder Lake and Ski Resort; and our anticipated cash needs.

These
statements involve known and unknown risks, uncertainties and other factors that
may cause our or our industrys actual results, levels of activity, performance
or achievements to be materially different from the information expressed or
implied by these forward-looking statements.  Because forward-looking
statements involve risks and uncertainties, there are important factors that
could cause actual results to differ materially from those expressed or implied
by these forward-looking statements, including but not limited to:

·

Changes
in market demand, weather and/or economic conditions within our local region and
nationally, including changes in consumer confidence, volatility of mortgage
interest rates and inflation;

·

The
status of the current and future real estate market in the Pocono Mountains;

·

Borrowing
costs and our ability to generate cash flow to pay interest and scheduled debt
payments as well as our ability to refinance such indebtedness;

·

Our
ability to continue to generate sufficient working capital to meet our operating
requirements;

·

Our
ability to obtain and maintain approvals from local, state and federal
authorities for land development and construction;

·

Our
ability to provide competitive pricing to sell homes;

·

Our
ability to achieve gross profit margins to meet operating expenses;

·

Fluctuations
in the price of building materials;

·

Our
ability to effectively manage our business;

·

Our
ability to attract and retain qualified personnel in our business;



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·

Our
ability to negotiate leases for the future operations of our facilities;

·

Our
relations with our controlling shareholder, including its continuing willingness
to provide financing and other resources;

·

Actions
by our competitors;

·

Effects
of changes in accounting policies, standards, guidelines or principles; and

·

Terrorist
acts, acts of war and other factors over which the Companies have little or no
control.

As
a result of these factors, we cannot assure you that the forward-looking
statements in this Annual Report on Form 10-K will prove to be accurate.
 Furthermore, if our forward-looking statements prove to be inaccurate, the
inaccuracy may be material.  In light of the significant uncertainties in
these forward-looking statements, you should not regard these statements as a
representation or warranty by us or any other person that we will achieve our
objectives and plans in any specified time frame, if at all.

We
may not update these forward-looking statements, even though our situation may
change in the future.

We
qualify all the forward-looking statements contained in this Annual Report on
Form 10-K by the foregoing cautionary statements.

PART
I

ITEM
1.  BUSINESS

Blue Ridge Real Estate Company

Blue
Ridge Real Estate Company, or Blue Ridge, was incorporated in Pennsylvania in
1911 and is believed to be one of the largest owners of investment property in
Northeastern Pennsylvania.  It owns 13,357 acres of land that are
predominately located in the Pocono Mountains, along with 14 acres of land in
various other states.  Of this acreage, 8,368 acres are held for
investment, 4,585 acres are held for development and 404 acres are held for
recreation.  Income is derived from these lands through leases, selective
timbering by third parties, sales, and other dispositions. Included in the
properties owned by Blue Ridge are: 93 acres of land held for investment in
Northeast Land Company; a commercial property comprised of 2.9 acres of vacant
land; a shopping center with 9.4 acres; three residential investment properties;
the Jack Frost National Golf Course; and the Jack Frost Mountain Ski Area, which
is currently leased to JFBB Ski Areas, Inc., an affiliate of Peak Resorts.
 Blue Ridge also owns three retail stores, two of which are leased to
Walgreen Company on 3.4 acres, and one of which is leased to Jack in the Box.
 All of these investment properties are more fully described under Item 2
below.

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. The lease between Blue Ridge and Jack Frost Mountain Company for
the Jack Frost Mountain Ski Area was terminated on November 30, 2005. On
December 1, 2005, Blue Ridge entered into a 28-year lease with JFBB Ski Areas
Inc., an unrelated party and an affiliate of Peak Resorts, for the lease of the
Jack Frost Mountain Ski Area.  Pursuant to the terms of this lease, JFBB
Ski Areas Inc. operates the Jack Frost Mountain Ski Area and makes monthly lease
payments to Blue Ridge during the ski season (January to April).  Leasing
the ski facilities to JFBB Ski Areas Inc., as opposed to continuing to operate
these facilities through one of our subsidiaries, has allowed us to focus
additional resources on real estate



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development
at our current and proposed resort communities.  Revenue generated by this
lease is included in the Real Estate Management/Rental Operations business
segment.

Northeast
Land Company, a wholly-owned subsidiary of Blue Ridge, was incorporated in
Pennsylvania in 1967. The primary asset of this subsidiary is 93 acres of land
in Northeast Pennsylvania.  Revenue for Northeast Land Company is derived
from real estate commissions on the sale of homes at these resort communities,
trust and condominium fees for services to these resort communities and property
leases.  Effective October 1, 2006, Mountain Resort Villas, an unrelated
party and an affiliate of Appletree Management Group, Inc. purchased certain
property management and rental management contracts from Northeast Land Company.
 Mountain Resort Villas currently leases certain buildings from the
Companies for use in the operation and maintenance of Northeast Land Companys
former rental program. In April 2009, management closed the real estate sales
office known as Jack Frost Big Boulder Real Estate located in our Blue Heron
Community in Lake Harmony, Pennsylvania.  Effective April 24, 2009, the
Companies signed an agreement with Pocono Resorts Realty, a well-known local
real estate agency, pursuant to which Pocono Resorts Realty market the
Companies current home sale listings and the newly constructed homes at Big
Boulder.  Northeast Land Company has no employees.

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

Moseywood
Construction Company, a wholly-owned subsidiary of Blue Ridge, was incorporated
in Pennsylvania in May 2003 and commenced operations in November 2003.  It
was primarily focused on facilitating land development and expanding our real
estate sales division.  Due to the downturn in the housing market, in July
2008 we stopped accepting new construction contracts for the Stoney Run Builders
and Stoney Run Realty custom home division and closed the sales office located
in Stroudsburg, Pennsylvania.  All of the signed contracts for custom built
homes have been completed.

Coursey
Commons Shopping Center, LLC, a wholly-owned subsidiary of Blue Ridge, was
organized in Louisiana in May 2004 to own and lease the Coursey Commons Shopping
Center, which is located on 9.4 acres of land in Baton Rouge, Louisiana.
 Coursey Commons Shopping Center, LLC has no employees and is managed by
Kimco Realty Corporation.

Boulder
Creek Resort Company was incorporated in Pennsylvania in December 2004.  It
was created with the ultimate goal of consolidating our branding and marketing
our properties in the Pocono Mountains as a single resort destination.

Jack
Frost National Golf Course, Inc., a wholly-owned subsidiary of Blue Ridge, was
incorporated in Pennsylvania in February 2005.  It operates the Jack Frost
National Golf Course, which opened in the spring of 2007.

Blue
Ridge Acquisition Company, a wholly-owned subsidiary of Blue Ridge, was
incorporated in Pennsylvania in March 2006.  It was created to facilitate
the acquisition of investment properties.

Flower
Fields Motel, LLC, a wholly-owned subsidiary of Blue Ridge, was organized in
Pennsylvania in September 2006 to own and lease certain commercial property,
which consists of 2.9 acres of land.  It has no employees and is managed by
Blue Ridge Real Estate Company.

Blue
Ridge WNJ, LLC, a wholly-owned subsidiary of Blue Ridge, was organized in New
Jersey in May 2009 to own and lease a Walgreens Store in Toms River, New Jersey,
which consists of 1.9 acres of land.  It has no employees and is managed by
Blue Ridge Real Estate Company.



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Blue
Ridge WMN, LLC, a wholly-owned subsidiary of Blue Ridge, was organized in
Minnesota in May 2009 to own and lease a Walgreens Store in White Bear Lake,
Minnesota, which consists of 1.4 acres of land.  It has no employees and is
managed by Blue Ridge Real Estate Company.

As
of October 31, 2009, Blue Ridge employed 10 full-time employees and Moseywood
Construction Company had two full-time employees.

Big Boulder
Corporation

Big
Boulder Corporation, or Big Boulder, was incorporated in Pennsylvania in 1949.
Big Boulders primary asset is 865 acres of land, which includes a 175-acre
lake, the Big Boulder Ski Area, and the Boulder View Tavern (formerly known as
the Mountains Edge Restaurant). Of the 865 acres, 369 acres are held for
investment, 386 acres are held for development and 110 acres are held for
recreation. The principal source of revenue for Big Boulder is derived from the
sale of residential homes and real estate in close proximity to the Big Boulder
Ski Area.  The Big Boulder Ski Area is currently leased to JFBB Ski Areas,
Inc.

Lake
Mountain Company, a wholly-owned subsidiary of Big Boulder, 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 that are located within the Big Boulder Lake tract. The
lease between Big Boulder and Lake Mountain Company for the Big Boulder Ski Area
was terminated on November 30, 2005. On December 1, 2005, Big Boulder also
entered into a 28-year lease with JFBB Ski Areas Inc. for the lease of the Big
Boulder Ski Area.  Pursuant to the terms of the lease, JFBB Ski Areas Inc.
operates the Big Boulder Ski Area and makes monthly lease payments to Big
Boulder during the ski season (January to April).  Leasing the ski
facilities to JFBB Ski Areas Inc., as opposed to continuing to operate it
through one of our subsidiaries, has allowed us to focus additional resources on
real estate development at our current and proposed resort communities.
 Revenue generated by this lease is included in the Real Estate
Management/Rental Operations business segment.

The
Lake Mountain Club includes the recreational facilities at Jack Frost Mountain
and Big Boulder Lake.  Effective March 30, 2007, we entered into a
long-term lease for the operation of these facilities with Appletree Management
Group.  Revenue generated by this operation is now included in the Real
Estate Management/Rental Operations business segment.

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.

Strategy

Since
the early 1980s, we have developed five residential communities in close
proximity to our Jack Frost Mountain and Big Boulder Ski Area resorts.  Our
resorts are located in the Pocono Mountains of Pennsylvania, an area which
offers year-round regional tourist appeal and a quiet, relaxing vacation
environment.

We
own 14,208 acres of land in Northeast Pennsylvania along with 14 acres in
various other states.  Of these land holdings, we have designated 4,971
acres as held for development.  It is expected that all of our planned
developments will be subdivided and sold as parcels of land, while others will
be developed into single and multi-family housing.

The
real estate industry is cyclical and is subject to numerous economic factors
including general business conditions, changes in interest rates, inflation and
oversupply of properties.  Any sustained period of weakness or weakening
business or economic condition in the markets in which we intend to do



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business
or in related markets, such as those we have experienced, will impact the demand
for the type of properties we intend to develop.

We
maximize the value of our land holdings through recreational land leases for
hunting and fishing.  We are entertaining negotiations on the sale of bulk
land tracts.  We are working with the local municipalities to re-zone
certain land tracts to enhance possibilities for future potential use. We have
also begun to evaluate various land parcels for possible future energy
exploration.

Business
Segments

We
currently operate in three business segments, which consist of the Real Estate
Management/Rental Operations, Summer Recreational Operations and Land Resource
Management segments.  Our business segments were determined from our
internal organization and management reporting, which are based primarily on
differences in services.  Financial information about our segments can be
found in Note 17 to our audited financial statements.

Real
Estate Management/Rental Operations

Real
Estate Management/Rental Operations consists of: investment properties leased to
others located in Eastern Pennsylvania, South Carolina, New Jersey, Minnesota,
Louisiana and Texas; a custom home construction division; recreational club
activities; services to the trusts that operate resort residential communities;
sales of investment properties; and rental of land and land improvements, which
includes the leasing of our Jack Frost Mountain and Big Boulder Ski Areas.

Summer
Recreation Operations

Summer Recreation Operations consists of the Jack Frost National
Golf Course, which opened in the spring of 2007.  The Lake Mountain Club
was previously reported as part of this business segment, but is now reported
under Real Estate Management/Rental Operation as a result of this operation
being leased to a third party operator in March 2007.

Land
Resource Management

Land
Resource Management consists of land sales, land purchases, timbering operations
and a real estate development division.  Timbering operations consist of
selective timbering on our land holdings.  Contracts are entered into for
parcels that have had the timber selectively marked.  We rely on the advice
of our forester, who is engaged on a consulting basis and who receives a
commission on each stumpage contract, for the timing and selection of certain
parcels of land for timbering.  Our forester gives significant attention to
protecting the environment and retaining the value of these parcels for future
timber harvests.  The real estate development division is responsible for
the residential land development activities which include overseeing the
construction of single and multi-family homes and development of
infrastructure.

Funds
expended to date for real estate development have been primarily related to
infrastructure improvements in the Laurelwoods Community and Boulder Lake
Village as well as the construction of 22 of 23 planned single family homes,
eight of 44 planned duplex homes in the Laurelwoods Community and 18 of 144
planned condominium units in Boulder Lake Village.  Other expenditures for
development projects include fees for architects, engineers, consultants,
studies and permits.

Competition

Our
Real Estate Management/Rental Operations segment faces competition from similar
retail centers that are near our retail properties with respect to the renewal
of leases and re-letting of space as leases expire.  Any new competitive
properties that are developed close to our existing properties may impact our
ability to lease space to creditworthy tenants.  Increased competition for
tenants may require



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us
to make capital improvements to properties that we would not have otherwise
planned to make, which could adversely affect our results of operations.

Planned
Real Estate Development

We
are constructing Phase I and II of the Laurelwoods II community of single family
and multi-family homes and a condominium building project at Boulder Lake
Village on Big Boulder Lake.

For
the fiscal year ended October 31, 2010, or Fiscal 2010, we intend to continue
selective sales of land, some of which may be treated as 1031 tax deferred
exchanges under the Internal Revenue Code.

We
are also taking various steps to attract new home and land sale customers.
 For example, purchasers who want to purchase newly constructed single
family homes in our Laurelwoods II community development and can make a down
payment of at least 20%, have the option of financing their mortgage through Big
Boulder Corporation with interest only payments for five years.  We are
also offering to the purchasers of the Laurelwoods II single family and duplex
townhomes prepaid dues for a one year membership with the Lake Mountain Club and
complimentary passes to the Jack Frost National Golf Course.  We are also
offering to pay six months of homeowners association fees on behalf of any
current homeowner in the Blue Heron, Midlake Condominium, Laurelwoods Community
and Snow Ridge Village developments that provide a purchaser referral which
results in the sale of a Laurelwoods II single family home.  We have also
instituted discount price incentives for the 18 units to be sold in Building J
of the Boulder Lake Village condominiums.  For the first six units sold, a
3% discount will apply, for the next six units sold, a 2% discount will apply,
and for the final six units sold, a 1% discount will apply. We are also offering
financing opportunities for the purchase of selected tracts of land.

We
also continue to generate revenue through the selective timbering of our land.
 We rely on the advice of our forester, who is engaged on a consulting
basis and who receives a commission on each stumpage contract, for the timing
and selection of certain parcels of land for timbering.  Our forester gives
significant attention to protecting the environment and retaining the value of
these parcels for future timber harvests.  Our forester has recently
completed an inventory of our timber resources to aid us in considering
valuations before entering into future timber agreements.

Executive Officers of the Registrant

|Name and Title                                                                            | Age | Office Held Since
|----------------------------------------------------------------------------------------- | --- | -----------------
|Patrick M. Flynn
Chief Executive Officer and
President                                    | 33  | 2001             
|Eldon D. Dietterick
Chief
Financial Officer and
       Executive Vice
President/Treasurer | 64  | 2001             
|Richard T. Frey
Vice President                                                            | 59  | 2001             

Patrick
M. Flynn has served as President and Chief Executive Officer since October 2001.
 He has served as the Managing Director of Real Estate at Kimco Realty
Corporation since May 2001.  Prior to joining us, from June 1995 to May
2001, Mr. Flynn was a consultant at MIT Consulting.

Eldon
D. Dietterick has served as Executive Vice-President and Treasurer since October
2001.   He also serves as our Chief Financial Officer.  He has
been employed by Blue Ridge and Big Boulder on a full-time basis since January
1985.  Prior to his appointment as Executive Vice-President and Treasurer,
Mr. Dietterick served as Secretary and Treasurer from October 1998 until October
2001.



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Richard
T. Frey has served as Vice-President of Blue Ridge and Big Boulder since October
2001.  From 1992 until October 2001, Mr. Frey was employed as our Director
of Food Services at both the Jack Frost Mountain and Big Boulder Ski Areas.

The
executive officers are elected or appointed by our board of directors to serve
until the election or appointment and qualification of their successors or their
earlier death, resignation or removal.

ITEM
1A.  RISK FACTORS

Our business faces
significant risks. Some of the following risks relate principally to our
business and the industry and statutory and regulatory environment in which we
operate. Other risks relate principally to the securities markets and ownership
of our stock. The risks described below may not be the only risks we face.
Additional risks that we do not yet know of or that we currently think are
immaterial may also impair our business operations. If any of the events or
circumstances described in the following risk factors actually occur, our
business, financial condition or results of operations could suffer, and the
trading price of our common stock could decline.

Risks
Related to Our Business and Our Industry

We
are exposed to risks associated with real estate development.

We
have extensive real estate holdings near our mountain resorts and elsewhere in
the United States.  The value of our real property and the revenue from
related development activities may be adversely affected by a number of factors,
including:

·

unexpected
construction costs or delays;

·

government
regulations and changes in real estate, zoning, land use, environmental or tax
laws;

·

attractiveness
of the properties to prospective purchasers and tenants;

·

local
real estate conditions (such as an oversupply of space or a reduction in demand
for real estate in an area);

·

competition
from other available property or space;

·

potential
liabilities under environmental and other laws;

·

our
ability to obtain adequate insurance;

·

interest
rate levels and the availability of financing; and

·

national
and local economic climate.

A
continued downturn in the demand for residential real estate, combined with the
increase in the supply of real estate available for sale and declining prices,
will continue to adversely impact our business.

The
real estate development industry is cyclical in nature and is particularly
vulnerable to shifts in regional and national economic conditions.  The
United States housing market has suffered a dramatic downturn since July 2007.
 The collapse of the housing market has contributed to the current
recession in the national economy, which exerts further downward pressure on
housing demand.  As a result, the supply of existing homes for sale has
risen nationwide.  Resort vacation unit rental and ownership is a
discretionary activity entailing relatively high costs, and a continued decline
in the regional or national economies where we operate could adversely impact
our real estate sales and revenues.  Accordingly, our financial condition
could be adversely affected by a continued weakening in the regional or national
economy.



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If
the market values of our home sites, our remaining inventory of completed homes
and other developed real estate assets were to drop below the book value of
those properties, we would be required to write-down the book value of those
properties, which would have an adverse affect on our balance sheet and our
earnings.

We
have owned the majority of our land for many years, having acquired most of our
land in the 1960s.  Consequently, we have a very low cost basis in the
majority of our land holdings.  We have subdivided and developed parcels
with infrastructure improvements and also constructed a golf course and
clubhouse, which required significant capital expenditures.  Many of these
costs are capitalized as part of the book value of the land development.
 Adverse market conditions, in certain circumstances, may require the book
value of the real estate assets to be decreased, often referred to as a
write-down or impairment.  A write-down of an asset would decrease the
value of the asset on our balance sheet and would reduce our earnings for the
period in which the write-down is recorded.

During
2009, we recorded total asset impairment costs of $2,571,000 which primarily
related to the write-down of capitalized costs at certain projects and the
impairment of completed homes in several of our communities due to current
market conditions.  If market conditions were to continue to deteriorate,
and the market values of our home sites, remaining homes held in inventory and
other land developments were to fall below the book value of these assets, we
could be required to take additional write-downs of the book value of those
assets.

If
we are not able to obtain suitable financing, our business and results of
operations may decline.

Our
business and earnings depend substantially on our ability to obtain financing
for the development of our residential communities, whether from bank
borrowings, public offerings or private placements of debt or equity.  Our
revolving credit facilities mature in April 2010 and approximately $9,494,000 of
our long term debt becomes due and payable at various times from January 2011
through October 2014.

If
we are not able to obtain suitable financing at reasonable terms or replace
existing debt and credit facilities when they become due or expire, our costs
for borrowings will likely increase and our revenues may decrease, or we could
be precluded from continuing our operations at current levels.

If
our net worth declines, we could default on our revolving credit facilities,
which could have a material adverse effect on our financial condition and
results of operation.

We
have two revolving credit facilities available to provide a source of funds for
operations, capital expenditures and other general corporate purposes.  The
credit facilities contain financial covenants that we must meet on a quarterly
basis.  These restrictive covenants require, among other things, that the
Companies comply with consolidated debt to worth, debt service coverage and
tangible net worth ratios.  The Companies have not met the required debt
service coverage ratio at October 31, 2009 and 2008 and have obtained waivers
from the Bank for this covenant.  Future compliance with this covenant will
be challenging if we continue to experience significant operating losses, asset
impairments, abandonments, pension plan losses and other reductions in our net
worth.

If
we do not comply with the financial covenants, and cannot obtain covenant
waivers from the Bank, we could have an event of default under our credit
facility.  There can be no assurance that the bank will be willing to amend
the facility to provide for more lenient terms prior to any such default, or
that it will not charge significant fees in connection with any such amendment.
 If we have borrowings under the facility at the time of a default, the
bank may choose to terminate the facility or seek to negotiate



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additional
or more severe restrictive covenants or increased pricing and fees.  We
could be required to seek an alternative funding source, which may not be
available at all or available on acceptable terms.  Any of these events
could have a material adverse effect on our financial condition and results of
operations.

Competition
and market conditions relating to our real estate management operations could
adversely affect our operating results.

We
face competition from similar retail centers that are near our retail properties
with respect to the renewal of leases and re-letting of space as leases expire.
Any new competitive properties that are developed close to our existing
properties also may impact our ability to lease space to creditworthy tenants.
Increased competition for tenants may require us to make capital improvements to
properties that we would not have otherwise planned to make. Any unbudgeted
capital improvements could adversely affect our results of operations. Also, to
the extent we are unable to renew leases or re-let space as leases expire, it
would result in decreased cash flow from tenants and could adversely affect our
results of operations.

Our
retail properties are subject to adverse market conditions, such as population
trends and changing demographics, income, sales and property tax laws,
availability and costs of financing, construction costs and weather conditions
that may increase energy costs, any of which could adversely affect our results
of operations. If the sales of stores operating at our properties were to
decline significantly due to economic conditions, the risk that our tenants will
be unable to fulfill the terms of their leases or will enter into bankruptcy may
increase. Economic and market conditions have a substantial impact on the
performance of our anchor and other tenants and may impact the ability of our
tenants to make lease payments and to renew their leases. If, as a result of
such tenant difficulties, our properties do not generate sufficient income to
meet our operating expenses, including debt service, our results of operations
would be adversely affected.

Our
business is subject to heavy environmental and land use regulation.

We
are subject to a wide variety of federal, state and local laws and regulations
relating to land use and development and to environmental compliance and
permitting obligations, including those related to the use, storage, discharge,
emission and disposal of hazardous materials.  Any failure to comply with
these laws could result in capital or operating expenditures or the imposition
of severe penalties or restrictions on our operations that could adversely
affect our present and future resort operations and real estate development.
 In addition, these laws and regulations could change in a manner that
materially and adversely affects our ability to conduct our business or to
implement desired expansions and improvements to our facilities.

We
are subject to litigation in the ordinary course of business.

We
are, from time to time, subject to various legal proceedings and claims, either
asserted or unasserted. Any such claims, whether with or without merit, could be
time-consuming and expensive to defend and could divert managements attention
and resources. While management believes we have adequate insurance coverage and
accrued loss contingencies for all known matters, we cannot assure that the
outcome of all current or future litigation will not have a material adverse
effect on us.



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Implementation
of existing and future legislation, rulings, standards and interpretations from
the FASB or other regulatory bodies could affect the presentation of our
financial statements and related disclosures.

Future
regulatory requirements could significantly change our current accounting
practices and disclosures. Such changes in the presentation of our financial
statements and related disclosures could change the interpretation or perception
of our financial position and results of operations.

If
we are unable to retain our key executive personnel and hire additional
personnel as required, our business and prospects for growth could
suffer.

We
believe that our operations and future development are dependent upon the
continued services of our key executive personnel.  Moreover, we believe
our future success will depend in large part upon our ability to attract, retain
and motivate highly skilled management employees.  If one or more members
of our management team or other key personnel become unable or unwilling to
continue in their present positions and if additional key personnel cannot be
hired as needed, our business and prospects for growth could be materially
adversely affected.

The
cyclical nature of the forest products industry could adversely affect our
timbering operations.

Our
results of operations are affected by the cyclical nature of the forest products
industry.  Historical prices for logs and wood products have been volatile,
and we, like other participants in the forest products industry, have limited
direct influence over the time and extent of price changes for logs and wood
products. The demand for logs and wood products is affected primarily by the
level of new residential construction activity and, to a lesser extent, repair
and remodeling activity and other industrial uses. The demand for logs is also
affected by the demand for wood chips in the pulp and paper markets. These
activities are, in turn, subject to fluctuations due to, among other factors:

·

changes
in domestic and international economic conditions;

·

interest
rates;

·

population
growth and changing demographics; and

·

seasonal
weather cycles (e.g., dry summers, wet winters).

Decreases
in the level of residential construction activity generally reduce demand for
logs and wood products. This results in lower revenues, profits and cash flows
in our Land Resources Management segment. In addition, industry-wide increases
in the supply of logs and wood products during favorable price environments can
also lead to downward pressure on prices. Timber owners generally increase
production volumes for logs and wood products during favorable price
environments. Such increased production, however, when coupled with even modest
declines in demand for these products in general, could lead to oversupply and
lower prices.

We
may be unable to timely comply with the requirements of the Sarbanes-Oxley Act
relating to the assessment by our independent registered public accounting firm
of the effectiveness of our internal controls over financial reporting, which
could adversely affect our business.

As
directed by Section 404 of the Sarbanes-Oxley Act of 2002, the Securities and
Exchange Commission, or SEC, adopted rules requiring public companies to include
a report of management on the companys internal controls over financial
reporting in their annual reports on Form 10-K. In addition, the public
accounting firm auditing the companys financial statements must attest to and
report on managements assessment of the effectiveness of the companys internal
controls over financial reporting.



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The
requirement relating to the report of management was applied to our annual
report on Form 10-K for our fiscal year ending October 31, 2008.  The
requirement relating to the public accounting firms attestation to such
management report will first apply to our annual report on Form 10-K for our
fiscal year ending October 31, 2010.  If our independent auditors are
unable to provide us with an unqualified report as to the effectiveness of our
internal controls over financial reporting as of October 31, 2010 and future
year ends as required by Section 404 of the Sarbanes-Oxley Act of 2002,
investors could lose confidence in the reliability of our financial statements,
which could result in a decrease in the value of our securities.

We
are a small company with limited resources.  Given the status of our
efforts, coupled with the fact that guidance from regulatory authorities in the
area of internal controls continues to evolve, substantial uncertainty exists
regarding our ability to comply with applicable deadlines.

Risks
Related to Our Common Stock

The
exercise of outstanding options may dilute your ownership of our common
stock.

As
of February 22, 2010, options to acquire 43,000 shares of our common stock were
outstanding; approximately 41,800 shares are exercisable at per share prices
ranging from $37.80 to $39.00, with a weighted average exercise price of
$38.40.

We
do not expect to pay dividends on our common stock.

Although
we have previously declared and paid dividends on our common stock in the past,
we do not anticipate declaring or paying any dividends in the foreseeable
future. We plan to retain any future earnings to finance the continued expansion
and development of our business. As a result, our dividend policy could depress
the market price for our common stock.

We
are effectively controlled by Kimco Realty Services, Inc., and other
shareholders have little ability to influence our business.

As
of February 22, 2010, Kimco Realty Services, Inc., a wholly-owned subsidiary of
Kimco Realty Corporation, owned at least 1,425,154 shares, or approximately 58%
of our outstanding voting stock. Kimco Realty Services is able to exercise
significant control over all matters requiring shareholder approval, including
the election of directors and approval of significant corporate actions, such as
mergers and other business combination transactions.  This concentration of
ownership may also have the effect of delaying or preventing a change in control
over us unless it is supported by Kimco Realty Services.  Accordingly, your
ability to influence us through voting your shares is very limited.

Mr.
Michael J. Flynn, the Chairman of our board of directors, was also President,
Chief Operating Officer and Vice Chairman of the board of directors of Kimco
Realty Corporation until his retirement on December 31, 2008.  In addition,
Mr. Patrick M. Flynn, who serves as one of our directors and is our President
and Chief Executive Officer, is the Director of Real Estate at Kimco Realty
Corporation.  Finally, Mr. Milton Cooper, who serves as one of our
directors, also serves as Chief Executive Officer and Chairman of the board of
directors of Kimco Realty Corporation.

Our
common stock is thinly traded. Our stock price may fluctuate more than the stock
market as a whole.

As
a result of the thin trading market for our stock, its market price may
fluctuate significantly more than the stock market as a whole or the stock
prices of similar companies.  Of the 2,450,424 shares of our common stock
outstanding as of February 22, 2010, approximately 42% of such shares are
beneficially owned by persons other than Kimco Realty Services, our controlling
shareholder.  Without a



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larger
float, our common stock will be less liquid than the stock of companies with
broader public ownership, and, as a result, the trading prices for our common
stock may be more volatile. Among other things, trading of a relatively small
volume of our common stock may have a greater impact on the trading price for
our stock than would be the case if our public float were larger.

Our
shareholders may perceive a conflict of interest because we do not currently
maintain a fully independent audit committee.

Our
audit committee is made up of four individuals: Bruce F. Beaty, Eldon D.
Dietterick, Patrick M. Flynn and Michael J. Flynn.  Mr. Beaty is the only
independent member of the audit committee.  Mr. Dietterick is our Executive
Vice-President and Treasurer.  Mr. Patrick Flynn is our President and
serves as a member of our board of directors and is also employed by Kimco
Realty Corporation, the parent company of Kimco Realty Services, Inc.
 Although we are exempt from regulations mandating an independent audit
committee, our shareholders may perceive a conflict of interest because of the
nature of the relationships of certain members of the audit committee.

ITEM
2.  PROPERTIES

Blue Ridge Real
Estate Company

The
properties of Blue Ridge and its subsidiaries consists of 13,357 acres owned by
Blue Ridge, Northeast Land Company, Coursey Commons Shopping Center, LLC, Flower
Fields Motel, LLC, Blue Ridge WNJ, LLC and Blue Ridge WMN, LLC.  These
properties include the Jack Frost Mountain Ski Area, which is leased to JFBB Ski
Areas, Inc., an affiliate of Peak Resorts, Jack Frost National Golf Course, a
commercial property comprised of 2.9 acres of vacant land, one shopping center
and three residential investment properties, a sewage treatment facility,
corporate headquarters building, and other miscellaneous facilities.  Blue
Ridge also owns three retail stores, two of which are leased to Walgreen
Company, and one of which is leased to Jack in the Box.  On September 15,
2009, Blue Ridge sold a retail store, which was leased to Wal-Mart Stores, Inc.,
located in Laurens, South Carolina which it had owned since October 1990.

The
Jack Frost Mountain Ski Areas properties were leased to Jack Frost Mountain
Company on June 1, 1981, and are located near White Haven, Carbon County,
Pennsylvania.  Jack Frost Mountain Ski Area commenced operations in
December 1972.  The lease was terminated on November 30, 2005.  On
December 1, 2005 the Jack Frost Mountain Ski Area was leased under a direct
financing lease to JFBB Ski Areas, Inc., an affiliate of Peak Resorts, for a 28
year period.  These facilities are situated on 201 acres owned by Blue
Ridge.

Blue
Ridge owns and leases to Jack Frost National Golf Course, Inc. an 18 hole golf
facility known as Jack Frost National Golf Club, which is located on 203 acres
near White Haven, Carbon County, Pennsylvania.  It commenced operations on
April 20, 2007 and is managed by a third party operator.

Coursey
Commons Shopping Center, located in East Baton Rouge Parrish, Louisiana, is
owned by Coursey Commons Shopping Center, LLC, Coursey Creek, LLC, and Cobble
Creek, LLC, all wholly-owned subsidiaries of Blue Ridge.  The center
consists of 9.43 acres, with approximately 67,750 square feet of retail space.
 As of October 31, 2009, there were 15 tenants leasing 58,910 square feet,
which represents 88% of the total square footage.



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Blue
Ridge WNJ, LLC owns and leases to Walgreen Eastern Co., Inc., a retail store in
Toms River, New Jersey.  The property consists of a free standing Walgreens
store, including 1.866 acres of land, with approximately 14,820 square feet of
leasable space.

Blue
Ridge WMN, LLC owns and leases to Walgreen Co., Inc., a retail store located in
White Bear Lake, Minnesota. The property consists of a free standing Walgreens
store, including 1.5 acres of land, with approximately 14,820 square feet of
leasable space.

Blue
Ridge owns and leases to Jack in the Box Eastern Division, L.P., a retail store
located in Anahuac, Texas. The property consists of a free standing Jack in the
Box restaurant, including 1.14 acres of land, with approximately 4,981 square
feet of leasable space.

Blue
Ridge owns 13,248 acres of land in the Pocono Mountain region of Northeast
Pennsylvania.  The majority of this property is leased to various hunting
clubs.  Blue Ridge owns four residential investment properties of which two
are located in our resort communities.

Blue
Ridge owns a sewage treatment facility that serves the resort housing at the
Jack Frost Mountain Ski Area. The facility has the capacity of treating up to
400,000 gallons of wastewater per day.

Blue
Ridge also owns The Sports Complex at the Jack Frost Mountain Ski Area, which
consists of a swimming pool, fitness trail, tennis courts and accompanying
buildings.  On March 30, 2007, management entered into a lease with
Appletree Management Group, Inc. to operate The Sports Complex for a period of
ten years.

Blue
Ridge also owns The Stretch, an exclusive members-only fishing club located
along a two mile stretch of the Tunkhannock Creek in Blakeslee, Pennsylvania.

Blue
Ridges corporate office building is located at the intersection of Route 940
and Mosey Wood Road.

Northeast
Land Company owns 93 acres of land located in the Pocono Mountains.

Flower
Fields Motel, LLC owns approximately 3 acres of vacant commercial property
located along Route 611, Tannersville, Pennsylvania.  The property was the
former location of a motel and two cottage buildings which were demolished
during the summer of 2008.

Big
Boulder Corporation

The
properties owned by Big Boulder consist of 865 acres located in the Pocono
Mountains.  The properties include the Big Boulder Ski Area, a sewage
treatment facility, Boulder View Tavern (formerly known as the Mountains Edge
Restaurant) and the Big Boulder Lake Club.

Big
Boulder Ski Area commenced operations in 1947.  The ski area properties
were leased to Lake Mountain Company on June 1, 1983, and are located in Kidder
Township, Carbon County, Pennsylvania.  This lease was terminated on
November 30, 2005. On December 1, 2005 the Big Boulder Ski Area was leased under
a direct financing lease to JFBB Ski Areas Inc, an affiliate of Peak Resorts,
for a 28 year period.  These facilities are situated on approximately 110
acres owned by Big Boulder.

A
sewage treatment facility was constructed by Big Boulder Corporation to serve
the resort housing within the Big Boulder Ski Area tract.  The facility has
the capacity of treating 225,000 gallons of wastewater per day.  Big
Boulder also constructed Boulder View Tavern (formerly known as the Mountains
Edge Restaurant), which consists of 8,800 square feet and is located on the
eastern shore of Big Boulder Lake, Kidder Township, Carbon County, Pennsylvania.
 The restaurant initially commenced



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operations
in May 1986.  Effective December 1, 2008, Management entered into a lease
agreement with Boulder View Tavern, Inc. an affiliate of Peak Resorts, to lease
the facility for a 5 year period with two 5-year renewal options.  The
restaurant has dining capacity for 100 patrons.

Big
Boulder also owns the Big Boulder Lake Mountain Club, which includes a 175-acre
lake, swimming pool, tennis courts, boat docks and accompanying buildings.
Effective March 30, 2007, we entered into a lease agreement with Appletree
Management Group, Inc. to operate the Lake Mountain Club for a period of 10
years.

ITEM
3.   LEGAL PROCEEDINGS

We
are presently a party to certain lawsuits arising in the ordinary course of our
business.  We believe that none of our current legal proceedings will be
material to our business, financial condition or results of operations.

ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No
matters were submitted to security holders for a vote during the fourth quarter
of Fiscal 2009.

PART II

ITEM
5.  MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES

Information
regarding the market price of and dividends on our common stock is incorporated
by reference to the section entitled Stock and Dividend Information in our
2009 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual
Report on Form 10-K).

ITEM
6. SELECTED FINANCIAL DATA

This
information is incorporated by reference to the section entitled Selected
Financial Data in our 2009 Annual Report to Shareholders (included in Exhibit
13.1 to this Annual Report on Form 10-K).

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

This
information is incorporated by reference to the section entitled Managements
Discussion and Analysis of Financial Condition and Results of Operations in our
2009 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual
Report on Form 10-K). This information should be read together with our Combined
Financial Statements and related footnotes (included in Exhibit 13.1 to this
Annual Report on Form 10-K) and the discussion of risk factors below.

ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This
information is incorporated by reference to the section entitled Managements
Discussion and Analysis of Financial Condition and Results of Operations in our
2009 Annual Report to Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K).



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ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our
financial statements, supplementary data and related documents included in this
Annual Report on Form 10-K are listed in Item 15(a), Part IV, of this Report.

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

None.

ITEM
9A(T).  CONTROLS AND PROCEDURES

a)
 Evaluation of Disclosure Controls and Procedures.

As
of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our management, including
our chief executive officer and chief financial officer, of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act.  Based on that evaluation, our chief executive officer and
chief financial officer concluded that our disclosure controls and procedures
are effective.

Blue
Ridges independent auditors have not issued an attestation report on
Managements assessment of Blue Ridges internal control over financial
reporting.

b)

Managements
Annual Report on Internal Control over Financial Reporting.

We
are responsible for establishing and maintaining adequate internal control over
financial reporting.  Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.

We
assessed the effectiveness of our internal control over financial reporting as
of October 31, 2009 using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control 
Integrated Framework.  Based on this assessment, we concluded that our
internal control over financial reporting was effective as of October 31,
2009.

It
should be noted that a control system, no matter how well designed and operated,
can provide only reasonable, not absolute assurance that the objectives of the
control system are met. As a result, there can be no assurance that a control
system will succeed in preventing all possible instances of error and fraud.
 The Companys disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives, and the conclusions of our
chief executive officer and chief financial officer are made at the reasonable
assurance level.

(c)
 Change in Internal Control over Financial Reporting.

There
has not been any change in the Companies' internal control over financial
reporting in connection with the evaluation required by Rule 13a-15(d) and
15d-15(e) of the Exchange Act that occurred during our most recent fiscal
quarter to which this report relates that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.



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ITEM
9B. OTHER INFORMATION

None.

PART III

ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The
information required by Item 10 of Form 10-K will be set forth under the caption
Directors, Executive Officers and Corporate Governance in our definitive proxy
statement to be filed within 120 days after the end of the fiscal year covered
by this annual report on Form 10-K or an amendment to this annual report on Form
10-K/A, and is incorporated herein by reference.

The
information required by this item concerning executive officers is set forth in
Part I, Item 1 of this Annual Report on Form 10-K.

ITEM
11. EXECUTIVE COMPENSATION

The
information required by Item 11 of Form 10-K will be set forth under the caption
Executive Compensation in our definitive proxy statement, to be filed within
120 days after the end of the fiscal year covered by this annual report on Form
10-K, or an amendment to this annual report on Form 10-K/A, and is incorporated
herein by reference.

ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The
information required by Item 12 of Form 10-K will be set forth under the caption
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters in our definitive proxy statement, to be filed within 120
days after the end of the fiscal year covered by this annual report on Form 10-K
or an amendment to this Annual Report on Form 10-K/A, and is incorporated herein
by reference.

ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The
information required by Item 13 of Form 10-K will be set forth under the caption
Certain Relationships and Related Transactions in our definitive proxy
statement to be filed within 120 days after the end of the fiscal year covered
by this annual report on Form 10-K or an amendment to this annual report on Form
10-K/A, and is incorporated herein by reference.

ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The
information required by Item 14 of Form 10-K will be set forth under the caption
Principal Accountant Fees and Services in our definitive proxy statement, to
be filed within 120 days after the end of the fiscal year covered by this annual
report on Form 10-K, or an amendment to this Annual Report on Form 10-K/A, and
is incorporated herein by reference.



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PART IV

ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)
(1) The following financial statements of ours, supplementary data and related
documents are incorporated by reference to our 2009 Annual Report to
Shareholders (included in Exhibit 13.1 to this Annual Report on Form 10-K):

·

Report
of Independent Registered Public Accounting Firm on Combined Financial
Statements, dated February 22, 2010.

·

Combined
Statements of Operations for each of the years ended October 31, 2009, 2008 and
2007.

·

Combined
Balance Sheets as of October 31, 2009 and 2008.

·

Combined
Statements of Changes in Shareholders Equity for each of the years ended
October 31, 2009, 2008 and 2007.

·

Combined
Statements of Cash Flows for each of the years ended October 31, 2009, 2008 and
2007.

·

Notes
to Combined Financial Statements.

·

Quarterly
Financial Information (unaudited).



(a)(2)
Financial Statement Schedules

The
following is a list of financial statement schedules filed as part of this
Annual Report on Form 10-K.  The report of Independent Registered Public
Accounting Firm for the financial statement schedule appears on Page 24 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



(b)
 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 a parenthetical, Exhibits that were previously
filed are incorporated by reference.  For Exhibits incorporated by
reference, the location of the Exhibit in the previous filing is also indicated
in parentheses.

|Exhibit
Number | Description                                                                                                                                                                               
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | Restated
Articles of Incorporation of Blue Ridge Real Estate Company (filed
February 11, 2005 as Exhibit 3.1 to Form 10-K and incorporated herein by
reference)                           
|3.2            | Restated
Articles of Incorporation of Big Boulder Corporation (filed February 11,
2005 as Exhibit 3.2 to Form 10-K and incorporated herein by
reference)                                  
|3.3            | Bylaws
of Blue Ridge Real Estate Company, as amended through August 12, 1997
(filed January 5, 2005 as Exhibit 3.3 to Form S-1 (File No. 333-121855)
and incorporated herein by reference)



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|Exhibit
Number | Description                                                                                                                                                                                                                                
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.4            | Bylaws
of Big Boulder Corporation, as amended through August 12, 1997 (filed
January 5, 2005 as Exhibit 3.4 to Form S-1 (File No. 333-121855) and
incorporated herein by reference)                                                        
|4.1            | Revised
Specimen Unit Certificate Evidencing Shares of Registrants Common Stock
(filed August 28, 1990 as an Exhibit to Form 10-K and incorporated herein
by reference)                                                                   
|4.2            | Security
Combination Agreement between Blue Ridge Real Estate Company and Big
Boulder Corporation (filed September 23, 1967 as Exhibit b-3 to Form 10
and incorporated herein by reference)                                                
|10.1           | Mortgage,
Manufacturer and Traders Trust Company, 241 Snow Ridge Village, White
Haven, Carbon County (filed February 11, 2005 as Exhibit 10.11 to Form
10-K and incorporated herein by reference)                                          
|10.2           | Mortgage,
Manufacturer and Traders Trust Company, 513 Laurelwoods, Lake Harmony,
Carbon County (filed February 11, 2005 as Exhibit 10.14 to Form 10-K and
incorporated herein by reference)                                                
|10.3           | Mortgage,
JP Morgan Chase Bank, Coursey Commons Shopping Center, Baton Rouge,
Louisiana (filed February 11, 2005 as Exhibit 10.17 to Form 10-K and
incorporated herein by reference)                                                       
|10.4           | Lease
Agreement with Wal-Mart Real Estate Business Trust, dated May 30, 2003
(filed January 5, 2005as Exhibit 10.12 to Form S-1 (File No. 333-121855)
and incorporated herein by reference)                                                
|10.5**         | Form
of Stock Option Agreement dated as of February 1, 2005 (filed March 28,
2005 as Exhibit 10.26 to Form S-1/A Registration Statement (File no.
333-121855) and incorporated herein by reference)                                        
|10.6           | Schedule
of Optionees and Material Terms of Stock Option Agreements dated as of
February 1, 2005 (filed February 14, 2006 as Exhibit 10.16 to Form 10-K
and incorporated herein by reference)                                              
|10.7**         | Form
of Stock Option Agreement dated as of February 10, 2006 (filed June 19,
2006 as Exhibit 10.1 to Form 10-Q and incorporated herein by
reference)                                                                                       
|10.8           | Schedule
of Optionees and Material Terms of Stock Option Agreements dated as of
February 10, 2006 (filed June 19, 2006 as Exhibit 10.2 to Form 10-Q and
incorporated herein by reference)                                                  
|10.9**         | Form
of Stock Option Agreement dated March 20, 2007 (filed June 14, 2007 as
Exhibit 10.1 to Form 10-Q and incorporated herein by reference)                                                                                                
|10.10          | Schedule
of Optionees and Material Terms of Stock Option Agreements dated March 20,
2007 (filed June 14, 2007 as Exhibit 10.2 to Form 10-Q and incorporated
herein by reference)                                                           
|10.11          | Lease
agreement, dated as of December 1, 2005, between Big Boulder Corporation
and JFBB Ski Areas, Inc. for the lease of the Big Boulder Ski Area (filed
December 7, 2005 as Exhibit 10.2 to Form 8-K and incorporated herein by
reference)



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|Exhibit
Number | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12          | Agreement,
dated January 27, 2006, by and between Big Boulder Corporation and Popple
Construction, Inc. for infrastructure improvements to the Boulder Lake
Village residential development. (filed February 2, 2006 as Exhibit 10.1
to Form 8-K and incorporated herein by reference)                                                                                                                                                                                                         
|10.13          | Credit
Agreement, dated March 1, 2006, between Blue Ridge Real Estate Company,
Big Boulder Corporation, Northeast Land Co., Lake Mountain Company and
Jack Frost Mountain Company and Manufacturers and Traders Trust Company.
(filed March 7, 2006 as Exhibit 10.1 to Form 8-K and incorporated herein
by reference)                                                                                                                                                                          
|10.14          | $3,000,000
Line of Credit Grid Note, dated March 1, 2006, between Blue Ridge Real
Estate Company, Big Boulder Corporation, Northeast Land Co., Lake Mountain
Company and Jack Frost Mountain Company and Manufacturers and Traders
Trust Company. (filed March 7, 2006 as Exhibit 10.2 to Form 8-K and
incorporated herein by reference)                                                                                                                                                       
|10.15          | Loan
Agreement, dated April 20, 2006, between Big Boulder Corporation, Blue
Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc.,
Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company,
Boulder Creek Resort Company and Moseywood Construction Company and
Manufacturers and Traders Trust Company. (filed April 25, 2006 as Exhibit
10.1 to Form 8-K and incorporated herein by reference)                                                                   
|10.16          | $10,000,000
Line of Credit Mortgage Note, dated April 20, 2006, between Big Boulder
Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE
Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost
Mountain Company, Boulder Creek Resort Company and Moseywood Construction
Company and Manufacturers and Traders Trust Company. (filed April 25, 2006
as Exhibit 10.2 to Form 8-K and incorporated herein by
reference)                                         
|10.17          | Loan
Modification Agreement, dated June 15, 2007, between Big Boulder
Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE
Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost
Mountain Company, Boulder Creek Resort Company, Moseywood Construction
Company and Jack Frost National Golf Course, Inc. and Manufacturers and
Traders Trust Company (filed June 21, 2007 as Exhibit 10.1 to Form 8-K and
incorporated herein by reference.)                 
|10.18          | $25,000,000
Line of Credit Mortgage Note, dated June 15, 2007, between Big Boulder
Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE
Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost
Mountain Company, Boulder Creek Resort Company, Moseywood Construction
Company and Jack Frost National Golf Course, Inc. and Manufacturers and
Traders Trust Company (filed June 21, 2007 as Exhibit 10.2 to Form 8-K and
incorporated herein by reference.).   
|10.19          | Third
Loan Modification Agreement, dated September 16, 2008, between Big Boulder
Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE
Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost
Mountain Company, Boulder Creek Resort Company, Moseywood Construction
Company and Jack Frost National Golf Course, Inc. and Manufacturers and
Traders Trust Company. (filed September 22, 2008 as Exhibit 10.1 to Form
8-K and incorporated herein by reference.)



19



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|Exhibit
Number | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.20          | Fourth
Loan Modification Agreement, dated February 27, 2009, between Big Boulder
Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE
Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost
Mountain Company, Boulder Creek Resort Company, Moseywood Construction
Company and Jack Frost National Golf Course, Inc. and Manufacturers and
Traders Trust Company. (filed on March 3, 2009 as exhibit 10.1 to Form 8-K
and incorporated by reference herein.)
|10.21          | Agreement
of Sale, Phase 1, dated March 11, 2009 between Blue Ridge Real Estate
Company and The Conservation Fund for the purchase of 1,175 acres located
in Monroe and Lackawanna Counties, Pennsylvania. (filed on March 13, 2009
as exhibit 10.1 to Form 10-Q and incorporated herein by
reference.)                                                                                                                                                                                      
|10.22          | Agreement
of Sale, Phase 2, dated March 11, 2009 between Blue Ridge Real Estate
Company and The Conservation Fund for the purchase of 2,797 acres located
in Lackawanna, Luzerne and Monroe Counties, Pennsylvania. (filed on March
13, 2009 as exhibit 10.2 to Form 10-Q and incorporated herein by
reference.)                                                                                                                                                                             
|10.23          | Deed
of Trust and Security Agreement, dated May 22, 2009, between Blue Ridge
Real Estate Company and Kenneth D. Moore, Trustee. (filed on September 14,
2009 as exhibit 10.1 to Form 10-Q and incorporated herein by
reference.)                                                                                                                                                                                                                                                             
|10.24          | $1,050,000
Real Estate Lien Note, dated May 22, 2009, between Blue Ridge Real Estate
Company and Barbers Hill Banking Center, a branch of Anahuac National
Bank. (filed on September 14, 2009 as exhibit 10.2 to Form 10-Q and
incorporated herein by reference.)                                                                                                                                                                                                                            
|10.25          | First
Amendment to Agreement of Sale, Phase 2, dated July 17, 2009 between Blue
Ridge Real Estate Company and The Conservation Fund for the purchase of
2,797 acres located in Lackawanna, Luzerne and Monroe Counties,
Pennsylvania. (filed on July 20, 2009 as exhibit 10.2 to Form 8-K and
incorporated herein by reference.)                                                                                                                                                             
|10.26          | Mortgage
and Security Agreement, Assignment of Leases and Rents and Fixture Filing
Statement, dated August 28, 2009, between Blue Ridge WMN, LLC and Wells
Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as
exhibit 10.1 to Form 8-K and incorporated by reference herein.)                                                                                                                                                                                              
|10.27          | $4,340,000
6.90% Senior Secured Note, dated August 28, 2009, between Blue Ridge WMN,
LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3,
2009 as exhibit 10.2 to Form 8-K and incorporated by reference
herein.)                                                                                                                                                                                                                                                      
|10.28          | Note
Purchase Agreement, dated August 28, 2009, between Blue Ridge WMN, LLC and
Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as
exhibit 10.3 to Form 8-K and incorporated by reference herein.)                                                                                                                                                                                                                                                                   
|10.29          | Mortgage
and Security Agreement, Assignment of Leases and Rents and Fixture Filing
Statement, dated August 28, 2009, between Blue Ridge WNJ, LLC and Wells
Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as
exhibit 10.1 to Form 8-K and incorporated by reference herein.)                                                                                                                                                                                              
|10.30          | $4,038,000
6.90% Senior Secured Note, dated August 28, 2009, between Blue Ridge WNJ,
LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3,
2009 as exhibit 10.2 to Form 8-K and incorporated by reference
herein.)                                                                                                                                                                                                                                                      



20



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|Exhibit
Number | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.31          | Note
Purchase Agreement, dated August 28, 2009, between Blue Ridge WNJ, LLC and
Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as
exhibit 10.3 to Form 8-K and incorporated by reference herein.)                                                                                                                                                                                                                                                                    
|10.32          | Fifth
Loan Modification Agreement, dated October 19, 2009, between Big Boulder
Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE
Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost
Mountain Company, Boulder Creek Resort Company, Moseywood Construction
Company and Jack Frost National Golf Course, Inc. and Manufacturers and
Traders Trust Company. (filed on October 22, 2009 as exhibit 10.1 to Form
8-K and incorporated by reference herein.)
|13.1           | Portions
of the Companies Fiscal 2009 Annual Report to Shareholders incorporated
herein by reference                                                                                                                                                                                                                                                                                                                                                                                         
|14.1           | Code
of Ethics (filed February 11, 2005 as Exhibit 14.1 to Form 10-K and
incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                    
|16             | Letter
dated May 22, 2009 from Parente Randolph, LLC (filed May 28, 2009 as
Exhibit 16 to Form 8-K and incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                      
|21.1*          | List
of all subsidiaries of the Registrants                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|23.1*          | Consent
of Kronick, Kalada, Berdy & Co. P.C.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|23.2*          | Consent
of ParenteBeard, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|31.1*          | Certification
of Chief Executive Officer pursuant to Rule 13a-14 (a) under the
Securities Exchange Act of 1934                                                                                                                                                                                                                                                                                                                                                                                
|31.2*          | Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                
|32.1*          | Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                                                                                                  
|32.2*          | Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section
1350.                                                                                                                                                                                                                                                                                                                                                                                                                  



*Filed herewith.

**Management
or compensatory contract required to be filed pursuant to Item 15(b) of the
requirements for Form 10-K reports.

Copies
of Exhibits are available to Shareholders by contacting the Corporate Secretary,
Blue Ridge Real Estate Company, Blakeslee, PA 18610. A charge of $.25 per page
to cover the Registrants expenses will be made.



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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

BIG BOULDER CORPORATION

By: /s/ Patrick M. Flynn

Patrick M. Flynn

President and Chief Executive Officer

Dated:  February 22, 2010

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick

Executive
Vice-President and

Chief
Financial Officer

Dated:  February 22, 2010

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.

|Signature               | Title                                              | Date             
|----------------------- | -------------------------------------------------- | -----------------
|/s/ Michael J. Flynn    |                                                    | February 22, 2010
|Michael J. Flynn        | Chairman
of the Board                              |                  
|/s/ Patrick M. Flynn    |                                                    | February 22, 2010
|Patrick M.
Flynn        | President,
Chief Executive                         |                  
|                        | Officer and
Director                               |                  
|                        | (principal
chief executive officer)                |                  
|/s/ Eldon D. Dietterick |                                                    | February 22, 2010
|Eldon D. Dietterick     | Executive
Vice-President and Treasurer             |                  
|                        | (principal
chief financial and accounting officer) |                  
|/s/ Bruce Beaty         |                                                    | February 22, 2010
|Bruce Beaty             | Director                                           |                  
|/s/ Milton Cooper       |                                                    | February 22, 2010
|Milton Cooper           | Director                                           |                  
|/s/ Wolfgang Traber     |                                                    | February 22, 2010
|Wolfgang Traber         | Director                                           |                  



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Report of Independent
Registered Public Accounting Firm

On Financial
Statement Schedules





To the Shareholders
of

Blue Ridge Real
Estate Company and

Big Boulder
Corporation:











































/s/ Kronick Kalada
Berdy & Co. P.C.

Kingston,
Pennsylvania

February 22, 2010



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Report of Independent
Registered Public Accounting Firm

On Financial
Statement Schedules





To
the Shareholders 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,
2008 and 2007, and for each of the three years in the period ended October 31,
2008, and have issued our report thereon dated January 28, 2009; such financial
statements and report are included in your October 31, 2008 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 15.  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,
LLC

Wilkes-Barre,
Pennsylvania

January
28, 2009





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BLUE
RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

BIG
BOULDER CORPORATION and SUBSIDIARIES

SCHEDULE
III - REAL ESTATE AND ACCUMULATED DEPRECIATION

OCTOBER 31, 2009

|                                                                               | Initial Cost |              |                |             |              |             | Total Cost Net |                 |             
|------------------------------------------------------------------------------ | ------------ | ------------ | -------------- | ----------- | ------------ | ----------- | -------------- | --------------- | ------------
|                                                                               |              | Buildings &  | Subsequent     |             | Building and |             | Accumulated    | of
 Accumulated |             
|Description                                                                    | Land         | Improvements | to
Acquisition | Land        | Improvements | Total       | Depreciation   | Depreciation    | Encumbrances
|                                                                               |              |              |                |             |              |             |                |                 |             
|Land located in
Northeast. PA                                                  | $3,276,234   |              |                | $3,276,234  |              | $3,276,234  |                | $3,276,234      |             
|Various
 improvements                                                          |              |              |                |             |              |             |                |                 |             
|Sewage
Plants and access roads      at Jack Frost
& Big Boulder Ski      Areas |              | 6,093,877    |                |             | 6,093,877    | 6,093,877   | 3,878,957      | 2,214,920       |             
|Jack
Frost National Golf Course                                                | 8,656,154    | 3,048,817    | 8,684          | 8,656,154   | 3,057,501    | 11,713,655  | 559,282        | 11,154,373      |             
|                                                                               |              |              |                |             |              |             |                |                 |             
|Corporate
Building                                                             |              | 282,918      | 213,174        |             | 496,092      | 496,092     | 419,062        | 77,030          |             
|                                                                               |              |              |                |             |              |             |                |                 |             
|Building Leased
to Others                                                      |              |              |                |             |              |             |                |                 |             
|Asset-Shopping
Center-Baton Rouge Louisiana                                    | 2,208,165    | 8,894,908    | 81,528         | 2,208,165   | 8,976,436    | 11,184,601  | 1,239,976      | 9,944,625       | 7,700,000   
|Asset-Walgreens-Tom's
River New Jersey                                         | 948,181      | 4,877,731    | 485,374        | 948,181     | 5,363,105    | 6,311,286   | 451,305        | 5,859,981       | 4,038,000   
|Asset-Walgreens-White
Bear Lake-Minnesota                                      | 1,446,831    | 4,615,442    | 380,783        | 1,446,831   | 4,996,225    | 6,443,056   | 422,681        | 6,020,375       | 4,340,000   
|Asset-Jack in
the Box-Texas                                                    | 395,583      | 1,582,331    | 31,966         | 395,583     | 1,614,297    | 2,009,879   | 141,651        | 1,868,228       | 1,050,000   
|Asset-Boulder
View Tavern-Eastern PA                                           |              | 1,072,000    | 556,152        |             | 1,628,152    | 1,628,152   | 1,332,196      | 295,956         |             
|Asset-Company
owned rental properties-Eastern PA                               |              | 930,381      | 3,135          |             | 933,516      | 933,516     | 329,529        | 603,987         | 372,000     
|Asset-Leased
Rental Program-Eastern PA                                         |              | 1,005,166    |                |             | 1,005,166    | 1,005,166   | 972,206        | 32,960          |             
|Asset-Leased
Lake Club Program -Eastern PA                                     |              | 247,653      |                |             | 247,653      | 247,653     | 219,774        | 27,879          |             
|                                                                               |              |              |                |             |              |             |                |                 |             
|Total                                                                          | $16,931,147  | $32,651,224  | $1,760,796     | $16,931,147 | $34,412,020  | $51,343,167 | $9,966,619     | $41,376,548     | $17,500,000 



Depreciation and
Amortization are provided on a straight-line half year method over the estimated
useful lives of the assets as follows:

Land
improvements

10
to 30 years

Corporate
building

10
to 30 years

Properties
leased to others

10
to 30 years



The aggregate cost
for federal income tax purposes is approximately $32,200,000 at October 31,
2009.





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The
changes in total real estate assets for the years ended October 31, 2009, 2008
and 2007 are as follows:

|                                | 2009        | 2008        | 2007       
|------------------------------- | ----------- | ----------- | -----------
|Balance at
beginning of period  | $53,254,313 | $51,587,579 | $40,403,384
|Additions to
Land               | 6,623       | 341,726     | 8,676,946  
|Additions to
Land Improvements  | 8,684       | 2,104,129   | 2,682,826  
|Additions to
Leased Buildings   | 603,331     | 59,012      | 175,223    
|Additions to
Corporate Building | 0           | 0           |            
|Sale of Real
Property           | (2,529,784) | (1,150,849) | (633,472)  
|Transfers                       | 0           | 312,716     | 282,672    
|Balance at
end of year          | $51,343,167 | $53,254,313 | $51,587,579



The
changes in accumulated depreciation for the years ended October 31, 2009, 2008
and 2007 are as follows:

|                              | 2009        | 2008        | 2007      
|----------------------------- | ----------- | ----------- | ----------
|Balance at
beginning of year  | $10,145,495 | $9,084,808  | $7,872,144
|Addition
during year: reclass | 0           | 0           | 224,774   
|Current
year depreciation     | 1,175,717   | 1,181,781   | 1,013,863 
|Less
retirements              | (1,354,593) | (121,094)   | (25,973)  
|Balance at end
of year        | $9,966,619  | $10,145,495 | $9,084,808





26