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EX-32 - PRINCIPAL EXECUTIVE OFFICERS SECTION 1350 CERTIFICATION - BLUE RIDGE REAL ESTATE COexhibit322.htm
EX-31 - PRINCIPAL FINANCIAL OFFICERS RULE 13A-14(A)/15D-14(A) CERTIFICATION - BLUE RIDGE REAL ESTATE COexhibit311.htm
EX-31 - PRINCIPAL EXECUTIVE OFFICERS RULE 13A-14(A)/15D-14(A) CERTIFICATION - BLUE RIDGE REAL ESTATE COexhibit312.htm
EX-32 - PRINCIPAL FINANCIAL OFFICERS SECTION 1350 CERTIFICATION - BLUE RIDGE REAL ESTATE COexhibit321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 3

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2012

 

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.:      Blue Ridge 0-28-44

                                       Big Boulder 0-28-43

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

(exact name of Registrants as specified in their charters)

State or other jurisdiction of incorporation or organization: Pennsylvania

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

                                                                24-0822326 (Big Boulder)   

          Address of principal executive office:   Route 940 and Moseywood Rd, Blakeslee, Pennsylvania

Zip Code:   18610                         

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

     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 period that the registrants were required to file such reports) and (2) have been subject to such filing requirements for the past 90 days.

x YES         o NO

     Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web sites, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files).  

x YES         o NO

     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 o

            Accelerated Filer o                

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

Smaller reporting company o

     Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).

o YES          x NO

     The number of shares of the registrants common stock outstanding as of the close of business on March 14, 2012 was 2,450,424 shares.*

*Under a Security Combination Agreement between Blue Ridge Real Estate Company ("Blue Ridge") and Big Boulder Corporation ("Big Boulder") (together, the "Companies") and under the by-laws of the Companies, shares of the Companies are combined in 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-Q/A is being filed.  Except as otherwise indicated in this Quarterly Report on Form 10-Q/A, all information applies to both Companies.






EXPLANATORY NOTE

Blue Ridge Real Estate Company and Big Boulder Corporation are filing this Amendment No. 3 on Form 10-Q/A (the Third Amendment) to amend and restate the quarterly report on Form 10-Q of the Companies for the period ended January 31, 2012 as originally filed with the Securities and Exchange Commission  (the SEC) on March 15, 2012 (the Original Filing) and the Form 10-Q/A Amendment No. 1 (the First Amendment) filed on March 15, 2012, and the Form 10-Q/A Amendment No. 2 filed on November 29, 2012 (the Second Amendment) to furnish Exhibit 101 to the Form 10-Q/A, as required by Rule 405 of Regulation S-T. Exhibit 101 to this Third Amendment provides the following items from the Form 10/A Second Amendment formatted in Extensible Business Reporting Language (XBRL): (i) the Combined Balance Sheets; (ii) the Combined Statements of Operations; (iii) the Combined Statements of Changes in Shareholders Equity; and (v) the Combined Statements of Cash Flows and related notes.


This Third Amendment does not amend or update any other item or disclosure contained in the Original Filing, the First Amendment or the Second Amendment. This Form 10-Q/A is presented as of the filing date of the Original Filing and does not reflect events occurring after that date, or modify or update disclosures in any way other than as specifically noted above. Accordingly, this Form 10-Q/A should be read in conjunction with the Companys other filings made with the Securities and Exchange Commission subsequent to the date of the Original 10-Q.





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Item 6.  EXHIBITS

Exhibit Number

Description

10.1

$4,600,000 Amended and Restated Term Note, dated July 29, 2011, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Company, Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.1 Form 8-K and incorporated herein by reference.)

10.2

$4,600,000 Amended and Restated Open-End Mortgage, dated July 29, 2011, between Blue Ridge Real Estate Company and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.2 Form 8-K and incorporated herein by reference.)

10.3

$4,600,000 Amended and Restated Open-End Mortgage, dated July 29, 2011, between Big Boulder Corporation and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.3 Form 8-K and incorporated herein by reference.)

10.4

$4,600,000 Amended and Restated Open-End Mortgage, dated July 29, 2011, between Northeast Land Company and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.4 Form 8-K and incorporated herein by reference.)

10.5


Purchase and Sale Agreement, dated October 31, 2011, between Blue Ridge Real Estate Company and JFBB Ski Areas, Inc.  (filed November 4, 2011 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.)

10.6

Purchase and Sale Agreement, dated October 31, 2011, between Big Boulder Corporation and JFBB Ski Areas, Inc. (filed November 4, 2011 as Exhibit 10.2 to Form 8-K and incorporated herein by reference.)

10.7

Agreement of Sale, Phase 3, dated February 17, 2011 between Blue Ridge Real Estate Company and The Conservation Fund for the purchase of 376 acres located in Thornhurst Township, Lackawanna County, Pennsylvania. (filed February 18, 2011 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.)

31.1*

Principal Executive Officers Rule 13a-14(a)/15d-14(a) Certification

31.2*

Principal Financial Officers Rule 13a-14(a)/15d-14(a) Certification

32.1*

Principal Executive Officers Section 1350 Certification

32.2*

Principal Financial Officers Section 1350 Certification

101.INS**

XBRL Instance Document

101.SCH**

XBRL Taxonomy Extension Schema Document

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

**Furnished herewith




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SIGNATURES



Pursuant to the requirements 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

(Registrants)





Dated:   December 3, 2012

                        /s/ Bruce Beaty

Bruce Beaty

Chief Executive Officer and President




Dated:   December 3, 2012

                        /s/ Cynthia A. Van Horn

Cynthia A. Van Horn

Chief Financial Officer and Treasurer

(Principal Financial Officer)

























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EXHIBIT INDEX

Exhibit Number

Description

10.1

$4,600,000 Amended and Restated Term Note, dated July 29, 2011, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Company, Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.1 Form 8-K and incorporated herein by reference.)

10.2

$4,600,000 Amended and Restated Open-End Mortgage, dated July 29, 2011, between Blue Ridge Real Estate Company and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.2 Form 8-K and incorporated herein by reference.)

10.3

$4,600,000 Amended and Restated Open-End Mortgage, dated July 29, 2011, between Big Boulder Corporation and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.3 Form 8-K and incorporated herein by reference.)

10.4

$4,600,000 Amended and Restated Open-End Mortgage, dated July 29, 2011, between Northeast Land Company and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.4 Form 8-K and incorporated herein by reference.)

10.5

Purchase and Sale Agreement, dated October 31, 2011, between Blue Ridge Real Estate Company and JFBB Ski Areas, Inc.  (filed November 4, 2011 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.)

10.6

Purchase and Sale Agreement, dated October 31, 2011, between Big Boulder Corporation and JFBB Ski Areas, Inc. (filed November 4, 2011 as Exhibit 10.2 to Form 8-K and incorporated herein by reference.)

10.7

Agreement of Sale, Phase 3, dated February 17, 2011 between Blue Ridge Real Estate Company and The Conservation Fund for the purchase of 376 acres located in Thornhurst Township, Lackawanna County, Pennsylvania. (filed February 18, 2011 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.)

31.1*

Principal Executive Officers Rule 13a-14(a)/15d-14(a) Certification

31.2*

Principal Financial Officers Rule 13a-14(a)/15d-14(a) Certification

32.1*

Principal Executive Officers Section 1350 Certification

32.2*

Principal Financial Officers Section 1350 Certification

101.INS**

XBRL Instance Document

101.SCH**

XBRL Taxonomy Extension Schema Document

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** Furnished herewith



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