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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: June 30, 2005
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from
___________ to ______________
 Commission
file number :_______________________________________
 Landmark Land Company, Inc.
  Delaware
    
    77-0024129(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)
 2817 Crain Highway, Upper Marlboro, Maryland 20774
 
 
  þ o þ o
 APPLICABLE ONLY TO CORPORATE ISSUERS
 
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Landmark Land Company, Inc.
 INDEX TO QUARTERLY REPORT ON FORM 10-QSB
QUARTER ENDED JUNE 30, 2005
 PageNumberPART I FINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements:
    
    
    3Condensed Consolidated Balance Sheet as of June 30, 2005
    
    
    4Condensed Consolidated Statements of Operations for the three months and six
months ended June 30, 2005 and 2004, respectively
    
    
    6Condensed Consolidated Statement of Comprehensive Income (Loss) for the three
months and six months ended June 30, 2005 and 2004, respectively
    
    
    7Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 2005 and 2004, respectively
    
    
    8Notes to Condensed Consolidated Financial Statements
    
    
    9Item 2.Managements Discussion and Analysis or Plan of Operation
    
    
    11Item 3.Controls and Procedures
    
    
    14PART II OTHER INFORMATIONItem 1.Legal Proceedings
    
    
    14Item 2.Unregistered Sale of Equity Securities and Use of Proceeds
    
    
    15Item 3.Defaults Upon Senior Securities
    
    
    15Item 4.Submission of Matters to Vote of Security Holders
    
    
    15Item 5.Other Information
    
    
    15Item 6.Exhibits and Reports on Form 8-K
    
    
    15Signatures
    
    
    16Exhibit IndexSection 302 CertificationsSection 906 Certifications
 IMPORTANT ADVISORY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 Some of the statements contained in this report on Form 10-QSB constitute forward-looking
statements that involve risks and uncertainties. We caution readers of this report that these
statements involve a number of known and unknown risks that may cause our actual results to be
materially different from those contemplated by these statements. Factors that might cause such a
difference include, but are not limited to, those discussed in this report
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under the caption Plan of Operation as well as those set forth in other periodic reports and
filings that we make with the Securities and Exchange Commission.
 PART I
 FINANCIAL INFORMATION
 Item 1. Condensed Consolidated Financial Statements
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Landmark Land Company, Inc.
 Condensed Consolidated Balance Sheet
 June 30, 2005
 (Unaudited)
 AssetsCurrent assetsCash and cash equivalents
    
    $
    2,579,520Accounts receivable
    
    
    283,197Receivable from affiliates, net of equity investment of ($102,727)
    
    
    242,777Receivable from employees
    
    
    3,243Inventories
    
    
    93,782Prepaid expenses and other current assets
    
    
    118,926Total current assets
    
    
    3,321,445Real estate and golf management contract rights acquiredContract rights acquired at cost, net of impairment
provision of $922,083
    
    
    3,843,504Less accumulated amortization
    
    
    (628,426
    )Real estate and golf management
contract rights acquired, net
    
    
    3,215,078Real EstateReal estate held for sale
    
    
    2,859,643Real estate held for or under development
    
    
    5,479,115Total real estate
    
    
    8,338,758Property and equipmentOperating property and equipment, at cost
    
    
    827,818Less accumulated depreciation
    
    
    (66,639
    )Property and equipment, net
    
    
    761,179Other assetsReimbursable pre-acquisition costs
    
    
    500,366Total other assets
    
    
    500,366Total assets
    
    $
    16,136,826
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Landmark Land Company, Inc.
 Condensed Consolidated Balance Sheet
 June 30, 2005
 (Unaudited)
 Liabilities and Stockholders EquityCurrent liabilitiesCurrent portion of notes payable to others
    
    $
    2,607,298Current portion of liabilities to affiliates
    
    
    1,192,074Accounts payable and accrued expenses
    
    
    179,698Accrued payroll and related expenses
    
    
    223,287Accrued interest due affiliates
    
    
    718,676Accrued interest due others
    
    
    135,572Other liabilities and deferred credits
    
    
    96,005Deferred income tax liability
    
    
    260,000Real estate sales contract deposits
    
    
    811,776Total current liabilities
    
    
    6,224,386Notes payable to others, due after one year
    
    
    3,960,414Total liabilities
    
    
    10,184,800Stockholders equityCommon stock, $.50 par value; 20,000,000 shares
authorized; 8,804,468 shares issued;
7,668,255 shares outstanding
    
    
    4,402,234Additional paid-in capital
    
    
    30,190,861Treasury stock, at cost, 1,136,213 shares
    
    
    (1,136,213
    )Accumulated deficit
    
    
    (27,442,022
    )Accumulated other comprehensive loss
    
    
    (62,834
    )Total stockholders equity
    
    
    5,952,026Total liabilities and stockholders equity
    
    $
    16,136,826
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Landmark Land Company, Inc.
 Condensed Consolidated Statements of Operations
 (Unaudited)
 Three months ended June 30,
    
    Six months ended June 30,2005
    
    2004
    
    2005
    
    2004RevenueReal estate sales
    
    $
    3,944,654
    
    
    $
    
    
    
    $
    7,441,365
    
    
    $
    Golf course revenue
    
    
    293,356
    
    
    
    
    
    
    
    685,094
    
    
    
    Golf merchandise sales
    
    
    66,958
    
    
    
    
    
    
    
    129,887
    
    
    
    Food and beverage sales
    
    
    43,741
    
    
    
    
    
    
    
    76,207
    
    
    
    Management and consulting fees
    
    
    977,555
    
    
    
    782,253
    
    
    
    1,341,604
    
    
    
    1,390,779Reimbursement of out-of-pocket expenses
    
    
    145,542
    
    
    
    121,347
    
    
    
    299,886
    
    
    
    226,463Total revenues
    
    
    5,471,806
    
    
    
    903,600
    
    
    
    9,974,043
    
    
    
    1,617,242Costs of revenueCost of real estate sold
    
    
    2,987,526
    
    
    
    
    
    
    
    5,558,097
    
    
    
    Real estate operating expenses
    
    
    289,667
    
    
    
    
    
    
    
    623,237
    
    
    
    Cost of golf merchandise sold
    
    
    39,632
    
    
    
    
    
    
    
    74,605
    
    
    
    Cost of food and beverage sold
    
    
    21,271
    
    
    
    
    
    
    
    40,808
    
    
    
    Golf operating expenses
    
    
    343,696
    
    
    
    
    
    
    
    680,135
    
    
    
    Out-of-pocket expenses
    
    
    145,542
    
    
    
    121,347
    
    
    
    299,886
    
    
    
    226,463Management and consulting payroll
and related expenses
    
    
    823,215
    
    
    
    708,044
    
    
    
    1,552,372
    
    
    
    1,390,111Depreciation and amortization
    
    
    209,728
    
    
    
    135,743
    
    
    
    286,325
    
    
    
    242,384Total costs of revenue
    
    
    4,860,277
    
    
    
    965,134
    
    
    
    9,115,465
    
    
    
    1,858,958Operating income (loss)
    
    
    611,529
    
    
    
    (61,534
    )
    
    
    858,578
    
    
    
    (241,716
    )General, administrative and other expenses
    
    
    (149,387
    )
    
    
    (127,530
    )
    
    
    (342,492
    )
    
    
    (251,714
    )Other income (expenses)Equity in loss of unconsolidated affiliate
    
    
    (4,248
    )
    
    
    (159,306
    )
    
    
    (240,111
    )
    
    
    (291,983
    )Interest income
    
    
    1,157
    
    
    
    5,251
    
    
    
    2,862
    
    
    
    11,511Interest expense
    
    
    (109,753
    )
    
    
    (26,305
    )
    
    
    (202,398
    )
    
    
    (52,418
    )Total other income (expenses)
    
    
    (112,844
    )
    
    
    (180,360
    )
    
    
    (439,647
    )
    
    
    (332,890
    )Net income (loss) before income taxes
    
    
    349,298
    
    
    
    (369,424
    )
    
    
    76,439
    
    
    
    (826,320
    )Federal and state income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    349,298
    
    
    $
    (369,424
    )
    
    $
    76,439
    
    
    $
    (826,320
    )Basic income (loss) per common share
    
    $
    0.05
    
    
    $
    (0.05
    )
    
    $
    0.01
    
    
    $
    (0.11
    )Basic weighted average shares outstanding
    
    
    7,473,988
    
    
    
    7,415,708
    
    
    
    7,445,009
    
    
    
    7,415,708
 Diluted earnings per share are not shown as the company has no common stock equivalents.
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Landmark Land Company, Inc.
 Condensed Consolidated Statements of Comprehensive Income (Loss)
 (Unaudited)
 Three months ended June 30,
    
    Six months ended June 30,2005
    
    2004
    
    2005
    
    2004Net income (loss)
    
    $
    349,298
    
    
    $
    (369,424
    )
    
    $
    76,439
    
    
    $
    (826,320
    )Other comprehensive loss
Foreign currency translation adjustments
    
    
    (22,813
    )
    
    
    (4,580
    )
    
    
    (32,311
    )
    
    
    (103,534
    )Comprehensive income (loss)
    
    $
    326,485
    
    
    $
    (374,004
    )
    
    $
    44,128
    
    
    $
    (929,854
    )
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Landmark Land Company, Inc.
 Condensed Consolidated Statements of Cash Flows
 Six Months Ended June 30, 2005 and 2004
 (Unaudited)
 2005
    
    2004Cash flows from operating activitiesNet income (loss) for the period
    
    $
    76,439
    
    
    $
    (826,320
    )Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:Depreciation and amortization
    
    
    286,325
    
    
    
    242,384Employee bonus paid in stock
    
    
    60,611
    
    
    
    Equity in loss of unconsolidated subsidiary
    
    
    240,111
    
    
    
    291,983(Increase) decrease inAccounts receivable
    
    
    27,340
    
    
    
    (103,229
    )Receivable from affiliates
    
    
    (1,754
    )
    
    
    (512,634
    )Inventories
    
    
    (22,922
    )
    
    
    Prepaid expenses and other assets
    
    
    (11,176
    )
    
    
    (69,205
    )Increase (decrease) inAccounts payable and accrued expenses
    
    
    (225,891
    )
    
    
    (37,116
    )Accrued payroll and related expenses
    
    
    70,237
    
    
    
    31,127Accrued interest
    
    
    91,550
    
    
    
    52,412Other liabilities and deferred credits
    
    
    7,443
    
    
    
    Real estate sales contract deposits
    
    
    175,062
    
    
    
    Net cash provided (used) by operating activities
    
    
    773,375
    
    
    
    (930,598
    )Cash flows from investing activitiesPurchase of property and equipment
    
    
    (179,647
    )
    
    
    (2,310
    )Sale of property and equipment, net
    
    
    18,095
    
    
    
    Purchase and development of real estate inventory
    
    
    (4,352,002
    )
    
    
    Sale of real estate inventory
    
    
    5,610,388
    
    
    
    41,782Investment in unconsolidated affiliate
    
    
    
    
    
    
    (987,393
    )Net cash provided (used) by investing activities
    
    
    1,096,834
    
    
    
    (947,921
    )Cash flows from financing activitiesProceeds from debt to others
    
    
    3,690,433
    
    
    
    Repayments on debt to others
    
    
    (4,756,396
    )
    
    
    Net cash used by financing activities
    
    
    (1,065,963
    )
    
    
    Net increase (decrease) in cash during period
    
    
    804,246
    
    
    
    (1,878,519
    )Cash balance, beginning of period
    
    
    1,775,274
    
    
    
    3,221,564Cash balance, end of period
    
    $
    2,579,520
    
    
    $
    1,343,045Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    212,135
    
    
    $
    
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Landmark Land Company, Inc.
 Notes To Condensed Consolidated Financial Statements
 (Unaudited)
 1. Basis of Presentation
    Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Revenue
    
    $
    1,967,968
    
    
    
    
    
    
    $
    1,969,501
    
    
    
    Gross profit
    
    $
    (8,496
    )
    
    
    
    
    
    $
    (480,222
    )
    
    
    Loss from continuing operations
    
    $
    (8,496
    )
    
    $
    (318,611
    )
    
    $
    (480,222
    )
    
    $
    (583,966
    )Net loss
    
    $
    (8,496
    )
    
    $
    (318,611
    )
    
    $
    (480,222
    )
    
    $
    (583,966
    )
  2. Earnings Per Share
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3. Reclassifications
  4. Income Taxes
  5. Pro Forma Financial Information
  
 Revenue
    
    $
    6,488,654Net loss
    
    $
    (462,351
    )Loss per share
    
    $
    (.06
    )
  6. Stockholders Equity
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
 Overview
   Revenue
 Real estate sales .
 Golf
  Management and consulting
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Costs of Revenues
 Costs of real estate sold,
 Real estate operating expenses
 Costs of golf merchandise sold
 Golf operating expenses
 Management and consulting payroll and related expenses
 Depreciation and amortization
 General, administrative and other expenses
 General, administrative and other expenses
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Other income and expense
 Equity in loss of unconsolidated affiliate
 Interest expense
 Federal and state income taxes
  Net income
  Liquidity and capital resources
 Current assets
 Real estate and golf management contract rights
 Real estate
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Property and equipment .
 Liabilities
 Stockholders equity
  Item 3. Controls and Procedures
    PART
II  OTHER INFORMATION
 Item 1. Legal Proceedings
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Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
  Items 3 through 5 of this report on Form 10-QSB are not applicable.
 Item 6. Exhibits
 (a)
    
    Exhibits:
 Exhibit 31.1
    
    Section 302 CertificationExhibit 31.2
    
    Section 302 CertificationExhibit 32.1
    
    Section 906 CertificationExhibit 32.2
    
    Section 906 Certification
 Signatures and Certifications of the Chief Executive Officer and the Chief Financial Officer of the
Company
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SIGNATURES
  Date: August 12, 2005
    
    LANDMARK LAND COMPANY, INC.(Registrant)By:
    
    /s/ GERALD G. BARTONGerald G. BartonPresident and Chief Executive OfficerBy:
    
    /s/ JOE V. OLREEJoe V. OlreeVice President and Chief Financial Officer
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LANDMARK LAND COMPANY, INC.
 FORM 10-QSB
 EXHIBIT INDEX
 ExhibitNumber31.1
    
    Section 302 Certification of Gerald G. Barton.31.2
    
    Section 302 Certification of Joe V. Olree32.1
    
    Section 906 Certification of Gerald G. Barton.32.2
    
    Section 906 Certification of Joe V. Olree