SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549  FORM 10-QSB


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended May 31, 1996

[        ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the transition period from  __________________
         to __________________

         Commission File Number 0-26578

                                          LANDMARK INTERNATIONAL, INC.
          (Exact Name of Small Business Issuer as specified in its Charter)


            Nevada                                                   33-0662114
(State or other Jurisdiction of                                 I.R.S. Employer
Incorporation or Organization                               Identification No.)


         4400 MacArthur Boulevard, Suite 635, Newport Beach, California  92660
                       (Address of principal executive offices)    (Zip Code)

                                                 (714) 476-1990
                                           (Issuer's telephone number)


         Check whether the Issuer (1) 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  Registrant was required to file
such reports) and (2) has been subject to such filing  requirements for the past
90 days.

                                           Yes   X           No

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of Common Equity, as of the latest practicable date.

Common Stock, $.001 par value                                         11,100,000
----------------------------------                        ---------------------
Title of Class                                      Number of Shares outstanding
                                                                 at May 31, 1996


No exhibits included.


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                                                     PART I.
Item 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                   LANDMARK INTERNATIONAL, INC. AND SUBSIDIARY
                                           CONSOLIDATED BALANCE SHEETS
                                                     ASSETS
                                                                                  May 31,         August 31,
                                                                                   1996              1995
CURRENT ASSETS:
<S>                                                                          <C>               <C>          
    Cash                                                                     $         693     $          --
    Accounts Receivable, (less allowance for
        for doubtful accounts of $7,960 and
        allowance for sales returns and
        discounts of $1,600)                                                        77,150           149,648
    Employee Advances                                                               65,141             2,691
             TOTAL CURRENT ASSETS                                            $     142,984     $     152,339
PROPERTY AND EQUIPMENT
    Furniture & Equipment                                                    $       8,243     $       1,880
    Office Equipment                                                                 1,880             8,243
        Total Depreciable Property                                                  10,123            10,123
             Less:  Accumulated Depreciation                                         2,476             (958)
             NET PROPERTY AND EQUIPMENT                                      $       7,647     $       9,165
OTHER ASSETS
    Deposits                                                                 $       4,000     $       4,000
    La Mirage Investment                                                                 0         2,010,013
    Note Receivable Mesa Valley LLC                                              3,712,000
    Prepaid Expenses                                                                90,910            90,910
    Prepaid Barter Exchange                                                        909,090           909,090
    Certificate of Deposit                                                         950,000                --
             TOTAL OTHER ASSETS                                              $   5,666,000     $   3,014,013
TOTAL ASSETS                                                                 $   5,816,631     $   3,175,517
                                      LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
    Cash overdraft                                                           $          --     $      14,483
    Accounts Payable & Accrued Expenses                                             55,669            19,188
    Wages Payable                                                                                     12,558
    Federal Income Taxes Payable                                                    29,857             5,059
    State Income Taxes Payable                                                      13,512             3,493
    Officers Compensation Payable                                                   32,500             5,000
    Payroll Taxes Payable                                                          127,482            86,326
             TOTAL CURRENT LIABILITIES                                       $     259,020     $     146,107
        LONG TERM LIABILITIES
             Deferred interest on Mesa Valley
             LLC Note Receivable                                                   512,000                --
TOTAL LIABILITIES                                                            $     771,020     $     146,107
STOCKHOLDER'S EQUITY Capital Stock:
        Common Stock ($.001 Par Value, 50,000,000
             shares authorized and 11,100,000 and
             10,820,000 shares issued and outstanding)                             $11,100           $ 10,820
        Preferred Stock ($.001 Par Value, 10,000,000
             shares authorized and 480,000 shares
             issued and outstanding)                                                   480               480
        Total Capital Stock                                                  $      11,580     $      11,300


                                                        2

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                                   LANDMARK INTERNATIONAL, INC. AND SUBSIDIARY
                                           CONSOLIDATED BALANCE SHEETS

CONTINUED


        Additional Paid In Capital:
             Common Stock                                                    $   2,363,800     $   2,664,080
             Preferred Stock                                                     2,599,520         1,599,520
        Total Additional Paid In Capital                                     $   4,963,320     $   4,263,600
        Services Receivable for Common Stock                                                     (1,250,000)
        Retained Earnings                                                           70,711             4,510
TOTAL STOCKHOLDER'S EQUITY                                                   $   5,045,611     $   3,029,410
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                   $   5,816,631     $   3,175,517

                                                        3
</TABLE>

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<TABLE>
<CAPTION>

                   LANDMARK INTERNATIONAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                                                       For the Nine    For the Nine    For the Three   For the Three
                                                                       Months Ended    Months Ended    Months Ended    Months Ended
                                                                          May 31,        June 30,         May 31,        June 30,
                                                                           1996            1995            1996            1995
<S>                                                                     <C>            <C>             <C>             <C>         
SALES                                                                   $    331,740   $     420,953   $      21,211   $    176,809

OPERATING EXPENSES:
   Selling, General & Administrative                                         417,358         413,467         117,418        146,506

INCOME (LOSS) FROM OPERATIONS BEFORE INCOME
   TAXES                                                                    (85,618)           7,486        (96,207)         30,303

GAIN ON SALE OF LAND                                                         189,987                         189,987

INCOME (LOSS) BEFORE INCOME TAXES                                            104,369           7,486          93,780         30,303

PROVISION FOR INCOME TAXES                                                    38,168              --          35,596             --

NET INCOME (LOSS)                                                       $     66,201   $       7,486   $      58,184   $     30,303

Net Income (Loss) Per Share                                             $        nil   $         nil   $         nil   $        nil

Weighted Average Number of Shares Outstanding                          10,914,725      10,000,000      11,100,000     10,000,000

                                                                  4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                   LANDMARK INTERNATIONAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                       For the Nine    For the Nine    For the Nine    For the Nine
                                                                       Months Ended    Months Ended    Months Ended    Months Ended
                                                                          May 31,        June 30,         May 31,        June 30,
                                                                           1996            1995            1996            1995
NET CASH FLOW FROM OPERATING ACTIVITIES:

<S>                                                                     <C>            <C>             <C>             <C>         
NET INCOME (LOSS)                                                       $     66,201   $       7,486   $      58,184   $     30,303

ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES
   Depreciation                                                                1,518             541             506
   (Increase) Decrease in Receivables                                         72,498        (64,468)          55,609        (1,518)
   (Increase) Decrease in deposits                                                           (4,000)                        (4,000)
   (Increase) in Employee Advances                                          (62,450)         (4,418)        (54,368)        (3,967)
   Increase in Payables                                                      112,913          78,270          84,565         22,394

   TOTAL ADJUSTMENTS                                                    $    124,479   $       5,925   $      86,312   $     12,909

NET CASH FLOW FROM OPERATING ACTIVITIES:                                $    190,680   $      13,411   $     144,496   $     43,212

CASH FLOWS FROM FINANCING ACTIVITIES:
   Purchase of Equipment                                                                     (8,773)                        (3,120)

   La Mirage Investment                                                    2,010,013                       2,010,013
   Note Receivable - Mesa Valley LLC                                     (3,712,000)                     (3,712,000)
   Deferred Interest - Mesa Valley Note                                      512,000                         512,000
   Additional Paid-in Capital                                              1,000,000                       1,000,000
   Issuance of Shares in Recapitalization                                                     22,400
   Bank Overdraft                                                                                             13,054
   Certificate of Deposit                                                  (950,000)                       (950,000)
   Common Stock Sales                                                        950,000                         950,000

CASH FLOWS FROM FINANCING ACTIVITIES                                    $  (189,987)   $      22,400   $   (189,987)   $   (13,054)

NET INCREASE IN CASH AND CASH EQUIVALENTS                                    $693            $27,038         $45,491        $27,038

CASH AND CASH EQUIVALENTS, BEGINNING                                    $              $               $      46,184   $

CASH AND CASH EQUIVALENTS, ENDING                                       $        693   $      27,038   $         693   $     27,038

                                                                  5
</TABLE>

<PAGE>



                               LANDMARK INTERNATIONAL, INC. AND SUBSIDIARY
                                          NOTES TO FINANCIAL STATEMENTS
                                                  MAY 31, 1996

NOTE 1 - ORGANIZATION

           Landmark International, Inc. (the "Company"), through its 
wholly-owned California subsidiary, STM
           Communications, Inc., provides marketing and customer service for 
long distance and local telephone
           carriers.

           The Company  reincorporated  in Nevada on October 27, 1994, by merger
           into a wholly-owned Nevada subsidiary.  This subsidiary was organized
           under   the  laws  of  the   State  of   Delaware   under   the  name
           Envirodynamics,  Ltd.  on October 5, 1994,  and is the  successor  by
           domestication  under Delaware law to  Envirodynamics,  Ltd. which was
           incorporated  in the Isle of Man on January  28,  1988 under the name
           Vinyltex Limited,  which changed its name to Envirodynamics,  Ltd. on
           January  23,  1989,  and  reincorporated  in the Turks and  Caicos on
           January 10, 1992.

           STM Communications, Inc. effected a reverse merger with Landmark
International, Inc. on October 27,
           1994.  For financial reporting purposes, the shares issued by 
Landmark International, Inc. are considered
           outstanding since the date of incorporation of the Company, and the 
shares retained by the stockholders
           of Landmark International, Inc. are reflected as consideration issued
 to consummate the reverse
           acquisition.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

           Principles of Consolidation

           The accompanying financial statements include the accounts of 
Landmark International, Inc. (Parent)
           and STM Communications, Inc. (Subsidiary).  Intercompany balances and
 transactions have been
           eliminated in consolidation.  10,000,000 shares of Landmark 
International, Inc. were exchanged for
           10,000,000 shares of STM Communications, Inc.  It is accounted for 
under the pooling of interest
           method.  The Company, nor its subsidiary, had any activity prior to 
the merger.  These financial
           statements reflect all activity of STM Communications, Inc. since its
 inception.

           Fiscal Year

           The Company's fiscal year ended August 31st of each year.

           Revenue Recognition

           Revenues from sales are recognized at the time orders are verified by
           the long distance or local  carrier.  The effect of future returns or
           refunds  are  reserved  for at the time  sales  are  recognized.  The
           reserve   represents   management's   estimate  base  don  historical
           experience and other relevant factors.

           Property

           Property is recorded at cost and is  depreciated  using the  straight
           line method over the  estimated  useful lives of the related  assets,
           generally  five to  seven  years.  Accelerated  depreciation  methods
           (MACRS) are used for tax purposes.



                                                        6

<PAGE>



           Net Earnings Per Share of Common Stock

           Primary net  earnings per share are computed by dividing net earnings
           by the weighted  average  number of shares of Common Stock and Common
           Stock equivalents  outstanding  during the period. The 480,000 shares
           of Series "A" preferred  stock is  convertible to Common Stock and is
           treated as a Common Stock  equivalent  and is included in the primary
           earnings per share.

           Basis of Accounting

           The  financial  statements  are  prepared  on the  accrual  basis  of
           accounting  in  accordance   with   generally   accepted   accounting
           principles (GAAP). GAAP requires the use of some estimates, namely in
           the area of bad debt allowances,  useful lives of depreciable assets,
           valuation  allowances for deferred tax assets based on future taxable
           income,  and  sales  return  allowances.   Actual  results  could  be
           different that the estimates used in these financial statements.

NOTE 3 - CONCENTRATION OF CREDIT RISK & SIGNIFICANT CUSTOMERS

           The Company's  customers are  generally  located in the  Southwestern
           region of the United  States.  The  Company is paid by the  telephone
           company providing the actual service to its customers.  Forty percent
           (40%) of the Company's  sales are with Pacific Bell and forty percent
           (40%) with GTE telephone companies.  In the case of a downturn in the
           economy,  or the loss of one of its major  customers  currently under
           contract, the effect on sales and operations is unknown.

NOTE 4 - LEASES

           Leases - Rent was paid on a month-to-month  basis at $2,000 per month
           until May  1995.  Beginning  on June 1,  1995,  a two year  lease was
           signed  for office  space at $2,000  per month for two years.  Future
           minimum rental payments are as follows:

                                 Fiscal Year Ending               Amount
                                 ------------------               ------
                                 August 31, 1996                  $24,000
                                 August 31, 1997                   18,000
                                 August 31, 1998                        0
                                 August 31, 1999                        0
                                 August 31, 2000                        0
                                      Total                       $42,000

NOTE 5 - OUTSIDE SERVICES

           Outside  services are operating  expenses  incurred with  independent
contractors.

NOTE 6 - PAYROLL TAXES

           Payroll  Taxes  Payable - Due to the start-up  nature of the Company,
           payroll  taxes  were  not  timely  paid.  Appropriate  penalties  and
           interest have been included in the financial statements.

NOTE 7 - STOCKHOLDER'S EQUITY

           Merger

           On October 27, 1994 STM Communications, Inc. effected a reverse 
merger with Landmark
           International, Inc. (a publicly held company), reincorporated in the 
State of Nevada.  In connection with
           the merger, Landmark International, Inc. issued 7,500,000 shares 
(75% of all outstanding common
           shares) of $.001 par value Common Stock to a third party.

                                                        7

<PAGE>



           Apartment Building

           On  August 8,  1995,  the  Company  purchased  land and an  apartment
           complex,  La  Mirage  Apartments,   for  investment   purposes.   The
           transaction exchanged Landmark International,  Inc. 120,000 shares of
           Common Stock plus  480,000  shares of  Preferred  Stock.  The 600,000
           shares  were to be valued  at $5.00  per  share for a total  value of
           $3,000,000. However, through independent appraisal, it was determined
           that the apartment building and land before any renovation has a fair
           market value of $2,000,000.  The $2,000,000 fair market value,  which
           is lower than the cost of $3,000,000, is used for financial reporting
           purposes.  There were additional fees of $10,013, paid in cash, which
           were  capitalized.  This property was sold in the quarter for gain of
           $189,987.

           The 480,000  shares of Series "A" Preferred  Stock is  convertible to
           $2,400,000  of Common Stock  (480,000  shares at $5 per share) within
           one year of August 8, 1995 at the option of the Company,  or any time
           after August 8, 1996 at the option of the holder.

           Carlsbad Renovation Project

           On August  29,  1995,  the  Company  entered  into a stock for future
           services transaction.  This called for Carlsbad Enterprises,  Inc. to
           provide  renovation  on the La Mirage  property.  The Company  issued
           500,000  shares  of  Common  Stock  at  $2.50  per  share   totalling
           $1,250,000.  Since this is for future  services,  this transaction is
           treated  as  a  subscription   for  stock  and  a  reduction  in  the
           stockholder's  equity  section  until  such a time the  services  are
           provided. An independent appraisal shows this renovation added to the
           La Mirage  Apartments will raise the fair market value of the project
           to $3,100,000.

           Landmark  has  entered  into a Letter of Intent to sell the La Mirage
           complex.  It is in the interest of management to seek a buyer for the
           property.

           Sale of Shares

           On February  29, 1996 the Company  sold  380,000  shares of stock for
           $950,000, paid in a certificate of deposit for that amount.

           MBCI Script

           On August 31,  1995,  the  Company  entered  into an  agreement  with
           Merchants Business Card International  (MBCI), an International Asset
           Intermediary  (barter  exchange,  whereby goods and services are sold
           for MBCI Script on a dollar for dollar basis).  The agreement  called
           for the Company to purchase  $909,090 in MBCI  Script,  plus  $90,910
           service  and  rate  fee,  in  exchange  for  $1,000,000  of  Landmark
           International, Inc., restricted Common Stock (200,000 shares).

Item 2.                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
 OPERATIONS AND
                           FINANCIAL CONDITION

           The Company did not have significant operations until the acquisition
of STM Communications, Inc. in October 1, 1994. The information provided for the
nine months ended June 30, 1995 includes only five months of operations.

Revenues

           Revenues  were $21,211 and  $331,740,  respectively  in the three and
nine months ended May 31, 1996,  compared to $176,809 and $420,953 for the three
and nine  months  ended June 30,  1995 and  represent  revenue  from  marketing.
Revenue is based on the volume of sales of the telecommunications  products sold
by the Company for its customers  and revenue is directly  related to the number
of sales  personnel  employed by the Company.  In the quarter ended May 31, 1996
the Company's  major  customers had minimal  activity so the Company's  revenues
were

                                                        8

<PAGE>



adversely affected.  Revenue levels have returned to their historical levels. As
of May 1996 the  Company  has 12 sales  representatives.  Revenue  growth in the
future is expected to be  dependent  upon  sufficient  funding to hire new sales
personnel.  The  Company's  customers  pay 60-90  days  after  invoicing  by the
Company.  Management  believes it could  increase  sales  personnel  and revenue
several fold if it had  sufficient  capital to carry the resulting  overhead for
60-90 days.  The Company is seeking to raise funds through a private  placement,
but there can be no assurance any placement will be successful.

Operating expenses

           In the three and nine months  ended May 31, 1996  operating  expenses
were $166,094 and $299,940, respectively,  compared to $117,418 and $417,350 for
the three  and nine  months  ended  June 30,  1995,  resulting  in  losses  from
operations of $(96,207) and  $(85,610) in 1996  respectively,  and losses in the
1995  periods.  The  losses in 1991 were due to a lack of  revenue to offset the
burden of fixed costs. The largest component of operating  expenses are employee
salaries, which (exclusive of officers' pay) are generally 48% of revenues. This
percentage is expected to stay relatively  constant  regardless of the Company's
operations. Outside services represent consultants or outside service providers.
These services are expected to remain constant regardless of revenues. Legal and
accounting  expenses are expected to remain constant or be reduced since a large
portion of these expenses relate to the Company's  commencement of its reporting
obligations.  Due to the start up nature of the Company,  payroll taxes were not
timely paid, and penalties have been included in the operating expenses.

Liquidity

           The  Company has no sources of  liquidity  other than  operations  or
potential private  placements of its securities.  No placement has been arranged
as of February 1996.  There are no  commitments  for capital  expenditures.  The
Company's  business is not seasonal.  The Company has obtained a $909,090 credit
toward barter in goods or services from Merchants  Business Card  International,
in exchange for 200,000 shares of Company common stock. The Company  anticipates
that it will be able to obtain a portion of the goods or services it may require
in the future from MBCI, by using this barter credit.

                                                        9

<PAGE>



                                           PART II.  OTHER INFORMATION

Item 1.            LEGAL PROCEEDINGS

                   None

Item 2.            CHANGES IN SECURITIES

                   None

Item 3.            DEFAULTS UPON SENIOR SECURITIES

                   None

Item 4.            SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

                   None

Item 5.            OTHER INFORMATION

                   None

Item 6.            EXHIBITS AND REPORTS ON FORM 8-K

                   (a)   Exhibits - None

                   (b)       Reports on Form 8-K: None

                                                       10

<PAGE>



                                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Date:  June 25, 1996                                   By:/s/ William J. Kettle
                                                         ---------------------
                                                              William J. Kettle
                                       President (Chief accounting and financial
                                            officer and duly authorized officer)


                                                       11

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