##### 



SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-QSB (Mark One) þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 March 31, 2005
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
 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   (301) 574-3330     Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the registrant was required
to file such report(s) Yes þ No o, and (2) has been subject to such filing requirements for
the past 90 days. Yes þ No o APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuers classes of common equity, as of the
latest practicable date: 7,415,708 shares of common stock, $0.50 par value per share as of March 31, 2005. Transitional Small Business Disclosure Format (Check one): Yes o No þ




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Landmark Land Company, Inc. INDEX TO QUARTERLY REPORT ON FORM 10-QSB
QUARTER ENDED MARCH 31, 2005 Page NumberPART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Consolidated Financial Statements:Condensed Consolidated Balance Sheet as of March 31, 2005
    
    4Condensed Consolidated Statements of Operations for the three monthsended March 31, 2005 and 2004, respectively
    
    6Condensed Consolidated Statements of Comprehensive Loss for the threemonths ended March 31, 2005 and 2004, respectively
    
    7Condensed Consolidated Statements of Cash Flows for the three monthsended March 31, 2005 and 2004, respectively
    
    8Notes to Condensed Consolidated Financial Statements
    
    9Item 2.
    
    Managements Discussion and Analysis or Plan of Operation
    
    10Item 3.
    
    Controls and Procedures
    
    13PART II
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    13Item 2.
    
    Changes in Securities
    
    14Item 3.
    
    Defaults Upon Senior Securities
    
    14Item 4.
    
    Submission of Matters to Vote of Security Holders
    
    14Item 5.
    
    Other Information
    
    14Item 6.
    
    Exhibits and Reports on Form 8-K
    
    14Signatures
    
    15Exhibit IndexSection 302 CertificationsSection 906 Certifications
 2




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IMPORTANT ADVISORY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report and the documents incorporated into this report contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA), including,
but not limited to, statements relating to the companys business objectives and strategy. Such
forward-looking statements are based on current expectations, management beliefs, certain
assumptions made by the companys management, and estimates and projections about the companys
industry. Words such as anticipates, expects, intends, plans, believes, seeks,
estimates, forecasts, is likely, predicts, projects, judgment, variations of such words
and similar expressions are intended to identify such forward-looking statements. These statements
are not guarantees of future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict with respect to timing, extent, likelihood and degree
of occurrence. Therefore, actual results and outcomes may differ materially from those expressed,
forecasted, or contemplated by any such forward-looking statements. Factors that could cause actual events or results to differ materially include, but are not limited
to, the following: early terminations of existing golf course management agreements; the companys
ability to expand its golf management business; general demand for the companys services, intense
competition from other golf course managers; the companys limited cash flow from operations;
changes in laws and regulations affecting the company and/or its services; the outcomes of future
litigation and contingencies; trends in the golf industry; changes in local, national and
international economies; local and global uncertainties created by the terrorist acts of September
11 and the current war against terrorism; and risks inherent in and associated with doing business
in a recreational industry. Given these uncertainties, investors are cautioned not to place undue
reliance on any such forward-looking statements. Unless required by law, the company undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise. However, readers
should carefully review the risk factors set forth in other reports or documents that the company
files from time to time with the Securities and Exchange Commission (the SEC), particularly
Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and any Current Reports on Form
8-K. 3




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Landmark Land Company, Inc. Condensed Consolidated Balance Sheet March 31, 2005 (Unaudited) AssetsCurrent assetsCash and cash equivalents
    
    $
    1,327,885Accounts receivable
    
    
    303,559Receivable from affiliates, net of equity investment of ($75,666)
    
    
    478,473Receivable from employees
    
    
    2,132Inventories
    
    
    88,737Prepaid expenses and other current assets
    
    
    165,304Total current assets
    
    
    2,366,090Real estate and golf management contract rights acquiredContract rights acquired at cost, net of impairment
provision of $922,083
    
    
    3,843,504Less accumulated amortization
    
    

    (439,579
    )Real estate and golf management
contract rights acquired, net
    
    
    3,403,925Real EstateReal estate held for sale
    
    
    3,042,779Real estate held for or under development
    
    
    6,006,330Total real estate
    
    
    9,049,109Property and equipmentOperating property and equipment, at cost
    
    
    791,709Less accumulated depreciation
    
    
    (47,663
    )Property and equipment, net
    
    
    744,046Other assetsReimbursable pre-acquisition costs
    
    
    447,475Total other assets
    
    
    447,475Total assets
    
    $
    16,010,645
 The accompanying Notes to
Financial Statements are an integral part of these financial
statements. 4




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Landmark Land Company,
Inc. Condensed Consolidated
Balance Sheet 

March 31, 2005

(Unaudited) Liabilities and Stockholders EquityCurrent liabilitiesCurrent portion of notes payable to others
    
    $
    3,143,270Current portion of liabilities to affiliates
    
    
    1,192,074Accounts payable and accrued expenses
    
    
    462,974Accrued payroll and related expenses
    
    
    176,859Accrued interest due affiliates
    
    
    683,942Accrued interest due others
    
    
    111,108Other liabilities and deferred credits
    
    
    90,728Deferred income tax liability
    
    
    260,000Real estate sales contract deposits
    
    
    754,307Total current liabilities
    
    
    6,875,262Notes payable to others, due after one year
    
    
    3,570,453Total liabilities
    
    
    10,445,715Stockholders equityCommon stock, $.50 par value; 20,000,000 shares
authorized; 8,804,468 shares issued;
7,415,708 shares outstanding
    
    
    4,402,234Additional paid-in capital
    
    
    30,382,797Treasury stock, at cost, 1,388,760 shares
    
    
    (1,388,760
    )Accumulated deficit
    
    
    (27,791,320
    )Accumulated other comprehensive loss
    
    
    (40,021
    )Total stockholders equity
    
    
    5,564,930Total liabilities and stockholders equity
    
    $
    16,010,645
 The accompanying Notes to
Financial Statements are an integral part of these financial
statements. 5




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Landmark Land Company, Inc. Condensed Consolidated Statements of Operations Three months ended March 31, 2005 and 2004 (Unaudited) 2005
    
    
    2004RevenueReal estate sales
    
    $
    3,496,711
    
    
    $
    Golf course revenue
    
    
    391,738
    
    
    
    Golf merchandise sales
    
    
    62,929
    
    
    
    Food and beverage sales
    
    
    32,466
    
    
    
    Management and consulting fees
    
    
    364,049
    
    
    
    608,526Reimbursement of out-of-pocket expenses
    
    
    154,344
    
    
    
    105,116Total revenues
    
    
    4,502,237
    
    
    
    713,642Costs of revenueCost of real estate sold
    
    
    2,570,571
    
    
    
    Real estate operating expenses
    
    
    333,570
    
    
    
    Cost of golf merchandise sold
    
    
    34,973
    
    
    
    Cost of food and beverage sold
    
    
    19,537
    
    
    
    Golf operating expenses
    
    
    336,439
    
    
    
    Out-of-pocket expenses
    
    
    154,344
    
    
    
    105,116Management and consulting payroll
and related expenses
    
    
    729,157
    
    
    
    682,067Depreciation and amortization
    
    
    76,597
    
    
    
    106,641Total costs of revenue
    
    
    4,255,188
    
    
    
    893,824Operating income (loss)
    
    
    247,049
    
    
    
    (180,182
    )General, administrative and other expenses
    
    
    (193,105
    )
    
    
    (124,184
    )Other income (expenses)Equity in loss of unconsolidated affiliate
    
    
    (235,863
    )
    
    
    (132,677
    )Interest income
    
    
    1,705
    
    
    
    6,260Interest expense
    
    
    (92,645
    )
    
    
    (26,113
    )Total other income (expenses)
    
    
    (326,803
    )
    
    
    (152,530
    )Net loss before income taxes
    
    
    (272,859
    )
    
    
    (456,896
    )Federal and state income taxes
    
    
    
    
    
    
    Net loss
    
    $
    (272,859
    )
    
    $
    (456,896
    )Loss per common share
    
    $
    (0.04
    )
    
    $
    (0.06
    )Weighted average shares outstanding
    
    
    7,415,708
    
    
    
    7,415,708
 Diluted earnings per share are not shown as the company has no common stock equivalents. The accompanying Notes to
Financial Statements are an integral part of these financial
statements. 6




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Landmark Land Company, Inc. Condensed Consolidated Statements of Comprehensive Loss Three months ended March 31, 2005 and 2004 (Unaudited) 2005
    
    
    2004Net loss
    
    $
    (272,859
    )
    
    $
    (456,896
    )Other comprehensive lossForeign currency translation adjustments
    
    
    (9,498
    )
    
    
    (98,954
    )Comprehensive loss
    
    $
    (282,357
    )
    
    $
    (555,850
    )
 The accompanying Notes to
Financial Statements are an integral part of these financial
statements. 7




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Landmark Land Company, Inc. Condensed Consolidated Statements of Cash Flows Three months ended March 31, 2005 and 2004 (Unaudited) 2005
    
    
    2004Cash flows from operating activitiesNet (loss) for the period
    
    $
    (272,859
    )
    
    $
    (456,896
    )Adjustments to reconcile net (loss) to net cash
provided (used) by operating activities:Depreciation and amortization
    
    
    76,597
    
    
    
    106,641Equity in loss of unconsolidated subsidiary
    
    
    235,863
    
    
    
    132,677(Increase) decrease inAccounts receivable
    
    
    6,978
    
    
    
    68,654Receivable from affiliates
    
    
    (134,723
    )
    
    
    (122,994
    )Inventories
    
    
    (17,877
    )
    
    
    Prepaid expenses and other assets
    
    
    (3,552
    )
    
    
    10,191Increase (decrease) inAccounts payable and accrued expenses
    
    
    57,385
    
    
    
    9,611Accrued payroll and related expenses
    
    
    23,809
    
    
    
    Accrued interest
    
    
    32,352
    
    
    
    26,113Other liabilities and deferred credits
    
    
    2,166
    
    
    
    Real estate sales contract deposits
    
    
    117,593
    
    
    
    Net cash provided (used) by operating activities
    
    
    123,732
    
    
    
    (226,003
    )Cash flows from investing activitiesPurchase of property and equipment
    
    
    (123,538
    )
    
    
    (2,310
    )Purchase and development of real estate inventory
    
    
    (2,050,659
    )
    
    
    Sale of real estate inventory
    
    
    2,598,694
    
    
    
    Investment in unconsolidated affiliate
    
    
    
    
    
    
    (987,393
    )Net cash provided (used) by investing activities
    
    
    424,497
    
    
    
    (989,703
    )Cash flows from financing activitiesProceeds from debt to others
    
    
    1,310,725
    
    
    
    Repayments on debt to others
    
    
    (2,230,677
    )
    
    
    Net cash used by financing activities
    
    
    (919,952
    )
    
    
    Net decrease in cash during period
    
    
    (371,723
    )
    
    
    (1,215,706
    )Cash balance, beginning of period
    
    
    1,775,274
    
    
    
    3,221,564Cash balance, end of period
    
    $
    1,403,551
    
    
    $
    2,005,858Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    117,376
    
    
    $
    
 The accompanying Notes to
Financial Statements are an integral part of these financial
statements. 8




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Landmark Land Company, Inc. Notes To Condensed Consolidated Financial Statements (Unaudited) 1. Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with
generally accepted accounting principles for condensed interim financial information and with the
instructions to Form 10-QSB and Item 310 of Regulation S-B promulgated by the Securities and
Exchange Commission. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting only of those of a normal recurring nature)
considered necessary for a fair presentation have been included. Operating results for the
three-month period ended March 31, 2005 are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 2005. For further information, please refer to
the audited financial statements and footnotes thereto included in the companys Form 10-KSB for
the year ended December 31, 2004, as filed with the Securities and Exchange Commission. The accompanying financial statements include the assets, liabilities, revenues and expenses
of Landmark Land Company, Inc. and its wholly-owned subsidiaries, Landmark of Spain, Inc., KES,
Inc., DPMG, Inc., Landmark Hellas, Inc., Delos Partners, Inc., OTP, Inc., SPID, Inc., South Padre
Island Development, L.P., and SPIBS, LLC. The three entities related to the South Padre project,
SPID, Inc., South Padre Island Development, L.P. and SPIBS, LLC. are sometimes collectively
referred to as South Padre. Revenues and expenses of South Padre are included only for the first
quarter of 2005, subsequent to the companys acquisition on October 1, 2004. All significant
inter-company accounts and transactions have been eliminated in consolidation. Effective June 30,
2004, KES, Inc., Landmark Hellas, Inc., Delos Partners, Inc. and OTP, Inc. were merged into DPMG
Inc. in a tax-free reorganization under Internal Revenue Code Section 368. Landmark of Spain, Inc. owns a 50% interest in a Spanish company, Landmark Developments of
Spain, S.L,. Landmark of Spain, Inc. accounts for its investment on the equity basis. Landmark
Developments of Spain, S.L. reported the following results from start up operations for the three
months ended March 31, 2005 and 2004: Three Months EndedMarch 31,2005
    
    
    2004Revenue
    
    
    
    
    
    
    Gross profit
    
    
    
    
    
    
    Loss from continuing operations
    
    $
    (471,726
    )
    
    $
    (265,355
    )Net loss
    
    $
    (471,726
    )
    
    $
    (265,355
    )
 The company has a receivable from this affiliate of $554,139 as of March 31, 2005. In
addition, the company has recorded cumulative losses from this investment of $75,666 in excess of
its capital investment of $1,250,587. This excess loss is recorded as a reduction to the companys
loan receivable from the affiliate. 2. Earnings Per Share The computations of basic earnings (loss) per share are in conformity with the provisions of
Statement of Financial Accounting Standards No. 128. Diluted earnings (loss) per share are not
presented as the company has no common stock equivalents. 9




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3. Reclassifications Certain reclassifications have been made in the 2004 financial statements to conform to the
2005 presentation. These changes had no effect on net income. 4. Income Taxes No provision for income taxes is included in the Statements of Operations since the company
reported an operating loss in both periods. Although these losses generate deferred tax benefits
that may be used in future periods, since it is uncertain whether the company will generate
sufficient income to utilize such benefits, the company has provided a valuation allowance equal to
100% of the potential deferred tax benefits generated in each period. 5. Pro Forma Financial Information As stated in Note 1, the accompanying statement of operations includes the operations of South
Padre in 2005. The following table shows how the South Padre acquisition might have affected the
companys historical operating statements if the transaction had been consummated at January 1,
2004. Pro Forma Operating Information
For the Three Months Ended March 31, 2004 Revenue
    
    $
    3,893,305Net loss
    
    $
    (213,442
    )Loss per share
    
    $
    (.03
    )
 Additional pro forma
financial information is available in the amendment to the companys Form
8-K originally filed with the Securities and Exchange Commission on November 10, 2004 and amended
on December 15, 2004. Item 2. Managements Discussion and Analysis or Plan of Operation Overview The company, through subsidiaries, owns and manages for others, interests in real estate and
golf oriented real estate developments. After a long period of relative dormancy, the company
acquired its first operating companies, KES, Inc. and its affiliates, on August 31, 2003 and
subsequently, South Padre Island Development, L.P. and its affiliates on October 1, 2004. With the
acquisition of South Padre Island Development, L.P., which the company had previously managed for a
third party, the company entered the business of developing lots and housing for its own account.
This additional business activity caused the items shown on the consolidated financial statements
of the company to change significantly, therefore, comparisons with the companys financial
statements for pre-acquisition periods do not necessarily reflect trends in business activity or
changes which may be indicative of the companys future operations. 10




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Managements analysis of the companys operations during the first quarter of 2005 and
comments on its current financial condition are as follows: Revenue Real estatesales at South Padre totaled twenty one lots and seventeen houses during the first
quarter of 2005, generating $3,497,000 in revenue. In the same period of 2004, prior to the
companys acquisition, South Padre reported seven lot sales and sixteen house sales generating
$2,999,000 in revenue. The real estate market in the lower Rio Grande valley where the South
Padre project is located is both a primary and secondary home market with a significant portion of
the market comprised of winter Texans from the upper mid-west. The company has a rolling purchase
option to acquire additional acreage adjoining its current holdings and anticipates phased
development to meet future demand in this long-term development property. Golfrelated revenue totaled $487,000 during the first quarter of 2005, comprised of course
revenue of $392,000, pro shop merchandise sales of $63,000 and food and beverage sales of $32,000.
Paid golf rounds totaled 10,405. In the same period of 2004, prior to the companys acquisition,
South Padre reported $413,000 in golf revenue from 8,579 rounds played. The golf course is a
public, daily fee course, but is operated primarily as an amenity for the surrounding real estate
development. The increased course usage in 2005 over 2004 contradicts the industry trend of
declining play per course as an increasing supply of courses compete for a relatively stable number
of golfers. While the company anticipates continuing increases in golf play as more golfers move
into the residential community, weather and other factors could adversely affect future golf
operations. Management and consultingagreements generated $364,000 in fee revenue in the quarter ended
March 31, 2005 and $609,000 during the first three months of 2004. The 2004 fees include $188,000
from South Padre. In 2005, South Padres operations are included in the companys consolidated
financial statements and inter-company management fees are eliminated in consolidation. The
company was also reimbursed for out-of-pocket expenses related to the agreements in the amounts of
$154,000 in 2005 and $105,000 in 2004. Most of the companys golf management contracts are on a
short term basis that may be cancelled on thirty to ninety days notice, one of which was cancelled
January 31, 2005 when the property was sold. Another contract for planning and developing a
property in New York will generate additional fees only if approvals are obtained for development,
the property is sold for alternative use or our contract is cancelled with payment of cancellation
fees before the property is approved or sold. Finally, management fees on two former affiliates
have been reduced through September 2005 to accommodate the former owner of South Padre. While the
company will continue to pursue management contracts with unaffiliated third parties, it is
anticipated that more effort will be directed to those properties in which the company may have an
equity interest. Costs of Revenue Costs of real estate sold,including land, development, construction and closing costs,
totaled $2,571,000 or 74% of real estate sales, in the first quarter of 2005. During the same
period of 2004, before the companys acquisition of South Padre, such costs totaled $2,319,000, or
77% of gross sales. The improvement in gross profit margins in 2005 is primarily the result of the
elimination of inter-company management fees from South Padres costs of sales in consolidation.
While gross profit margins may differ between lot development and vertical house construction, or
even differ between various models of houses, the company anticipates no changes in the costs or
product mix at South Padre that should result in a significant change in the gross profit margins. Real estate operating expensestotaled $334,000 in the first quarter of 2005 compared to
$294,000 reported in the same period of 2004 before the company owned South Padre. Increases in
advertising and marketing costs and a larger subsidy to the local homeowners associations account
for most of the increased expenses in 2005 compared to 2004. Costs of golf merchandise and food and beverage soldin the first quarter of 2005 totaled
$55,000 or 58% of the related merchandise sales compared to $49,000 or 60% of the related sales in
the same period of 2004, before the companys acquisition. 11




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Golf operating expensestotaled $336,000 in the first quarter of 2005 compared to $358,000 in
the same period of 2004 prior to the companys acquisition of South Padre. Elimination of
inter-company management fees in 2005 account for the decrease in golf operating expenses. Management and consulting payroll and related expensestotaled $729,000 during the three
months ending March 31, 2005 and $682,000 for the same period in 2004. The 2004 amount is net of
approximately $43,000 reimbursement of payroll costs by a management client, which amount was
included in reimbursed expenses in 2004. Depreciation and amortizationincluded in the companys consolidated statements of operations
was $77,000 in the first quarter of 2005 and $107,000 in the same period of 2004. The decrease
reflects less amortization of intangible contract rights in 2005 (based on less fee revenue from
those contracts), partially offset by depreciation of property and equipment at South Padre in 2005
that was not owned in 2004. General, administrative and other expenses General, administrative and other expensestotaled $193,000 in the first quarter of 2005
compared to $124,000 in the same period of 2004. The increase results primarily from increased
accounting and legal fees related to tax research and advice. Other income and expense Equity in loss of unconsolidated affiliatereflects the companys 50% share of the operating
losses of Landmark Developments of Spain, SL. The Spanish company was organized in March 2003.
The companys losses of $236,000 in the first quarter of 2005 and $133,000 in the same period of
2004 represent start up costs incurred in the pursuit of management and development opportunities,
primarily in Spain and Portugal. The Spanish company signed its first management contract in April
2005 and expects to generate its first fee income in the second quarter of 2005. This contract
provides that the Spanish company will provide its management services at agreed fees and share in
a variable percentage of profits from a development project that includes a golf club, hotel and
approximately 400 units of residential housing near Arcos Spain. Interest incomedeclined from $6,000 in the first quarter of 2004 to $2,000 in 2005 primarily
reflecting the reduced cash balances invested in overnight funds pending longer term investment or
payment of operating expenses. Interest expenseincreased from $26,000 in the first quarter of 2004 to $93,000 in the same
period this year, reflecting the inclusion of interest expense on the real estate inventory loans
at South Padre and on the note issued for the acquisition of South Padre. Federal and state income taxes The company reported net losses of $273,000 in the first quarter of 2005 and $457,000 in the
comparable period of 2004; consequently, no provision for income taxes is required. The company
recognizes that these losses generate deferred tax benefits in the approximate amounts of $27,000
in 2005 and $79,000 in 2004; however, such benefits will be realized only if the company generates
sufficient taxable income in the future to utilize such losses. Since the ability to utilize the
deferred tax benefits is not assured, the company has provided a valuation allowance equal to 100%
of the potential deferred tax benefits generated in each period. Net loss The company incurred losses of $273,000 and $457,000 in the first quarters of 2005 and 2004
respectively. While the company anticipates that its newly acquired South Padre operations along
with anticipated new management contracts should enable the company to operate profitably, there
can be no assurance of profitable operations in the future. 12




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##### 



Liquidity and capital resources Current assetstotal $2,366,090 at March 31, 2005. Although the companys current liabilities
exceed current assets, the company anticipates that approximately $3,000,000 of the debt to others
due within one year will be repaid from sale proceeds of real estate inventory at South Padre that
is pledged to secure that debt. Debt to affiliates in the approximate amount of $1,192,000 is due
on demand, but is owed to stockholders of the company who advanced the funds in prior years to
provide working capital liquidity. The company anticipates its current reserves to be adequate for
anticipated current needs. Real estate and golf management contract rights acquiredremained unchanged during the first
quarter of 2005, except for normal amortization. Real estateheld for either development or sale totaled $9,049,000 at March 31, 2005. The
company also has a rolling purchase option to purchase additional land at South Padre. The company
purchased twenty-five additional acres for development in February 2005 and anticipates the
purchase of additional land as needed to meet market demand. Property and equipmentincreased approximately $104,000 in the first quarter of 2005
reflecting the replacement of golf cart paths at South Padre at a cost of approximately $123,000,
less normal depreciation provision of $19,000 for the quarter. Liabilitiestotaled $10,445,715 at March 31, 2005, including approximately $5,105,000 in notes
payable to banks secured by real estate at South Padre, $754,000 in real estate sales contract
deposits, $825,000 in principal and interest payable on the purchase of South Padre and $1,876,000
in principal and interest payable to affiliates. Stockholders equitydecreased by approximately $282,000 in the first quarter of 2005,
reflecting the companys net loss and comprehensive loss for the quarter. Item 3. Controls and Procedures The company maintains a system of disclosure controls and procedures that is designed to
ensure information required to be disclosed is accumulated and communicated to management,
including the Chief Executive Officer and the Chief Financial Officer, in a timely manner. Within 90 days prior to the end of the period covered by this report, management carried out
an evaluation, under the supervision and with the participation of the Chief Executive Officer and
the Chief Financial Officer, of the effectiveness of the design and operation of disclosure
controls and procedures. Based on this evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the disclosure controls and procedures are effective. In addition, management evaluated the companys internal control over financial reporting and
there have been no changes that have materially affected, or are reasonably likely to materially
affect, internal control over financial reporting. PART II  OTHER INFORMATION Item 1. Legal Proceedings During April 2005, the company dismissed, without prejudice, the pending legal action by the
company for the collection of approximately $530,000 in unpaid fees and other damages arising from
work performed by the company on a proposed golf development on the island of Barbados, which suit
was reported on Form 10-QSB for the period ending June 30, 2004. The dismissal was a result of the
companys entering into an agreement with the defendant whereby the company and defendant would
continue to plan and seek financing for the proposed golf development. The company is not
currently involved in any other material litigation. 13




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Items 2 through 5 of Part II 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 The following pages include the Signatures page for this report and Exhibits containing the
Certifications of the Chief Executive Officer and the Chief Financial Officer of the company. 14




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SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 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
 15




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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