##### 



SECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

|      |  |                                                                                                                                
|----- |  | -------------------------------------------------------------------------------------------------------------------------------
|[X]   |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2002
|      |  |                                                                                                                                
|[   ] |  | 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.(Exact name of small business issuer as specified in its charter)

|                                                                        |  |                                             
|----------------------------------------------------------------------- |  | --------------------------------------------
|Delaware
(State or other jurisdiction of incorporation or organization) |  | 77-0024129
(IRS Employer Identification No.)

2817 Crain Highway, Upper Marlboro, Maryland 20774
(Address of principal executive offices)

(301) 574-3330
(Issuers telephone number)



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(Former name, former address and former fiscal year, if changed since last report)


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 [ ] No [X],
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [X]

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:
8,001,020 shares of common stock, $0.50 par value per share as of December 31,
2002.





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Landmark Land Company, Inc.

INDEX TO QUARTERLY REPORT ON FORM 10-QSB
QUARTER ENDED JUNE 30, 2002

|                             |                            |                                                                                                                   |                                                   |  |   |             |  |    | 
|---------------------------- | -------------------------- | ----------------------------------------------------------------------------------------------------------------- | ------------------------------------------------- |  | - | ----------- |  | -- | 
|PART I FINANCIAL INFORMATION |                            |                                                                                                                   |                                                   |  |   | Page Number
|                             |                            |                                                                                                                   |                                                   |  |   |            
|                             | Item 1.                    |                                                                                                                   | Financial Statements:                             |  |   |             | 
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             |                            | Condensed Balance Sheets as of June 30, 2002, and December 31, 2001                                               |                                                   |  | 3 |            
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             |                            | Condensed Statements of Operations for the three months and six months ended June 30, 2002 and 2001, respectively |                                                   |  | 4 |            
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             |                            | Condensed Statements of Cash Flows for the six months ended June 30, 2002 and 2001, respectively                  |                                                   |  | 5 |            
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             |                            | Notes to Condensed Financial Statements                                                                           |                                                   |  | 6 |            
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             | Item 2.                    |                                                                                                                   | Plan of Operation                                 |  |   | 7           | 
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             | Item 3.                    |                                                                                                                   | Controls and Procedures                           |  |   | 8           | 
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|PART II OTHER INFORMATION    |                            |                                                                                                                   |                                                   |  |   |             | 
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             | Item 1.                    |                                                                                                                   | Legal Proceedings                                 |  |   | 9           | 
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             | Item 2.                    |                                                                                                                   | Changes in Securities                             |  |   | 9           | 
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             | Item 3.                    |                                                                                                                   | Defaults Upon Senior Securities                   |  |   | 9           | 
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             | Item 4.                    |                                                                                                                   | Submission of Matters to Vote of Security Holders |  |   | 9           | 
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             | Item 5.                    |                                                                                                                   | Other Information                                 |  |   | 9           | 
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             | Item 6.                    |                                                                                                                   | Exhibits and Reports on Form 8-K                  |  |   | 10          | 
|                             |                            |                                                                                                                   |                                                   |  |   |             |  |   
|                             | Signatures                 |                                                                                                                   |                                                   |  |   |             |  | 10 | 
|                             | Section 302
Certifications |                                                                                                                   |                                                   |  |   |             |  | 12 | 
|                             | Section 906
Certifications |                                                                                                                   |                                                   |  |   |             |  | 14 | 

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
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.

2



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##### 



PART I  FINANCIAL INFORMATION.

Item 1. Financial Statements

Landmark Land Company, Inc.

Condensed Balance Sheets

|                                                                                                                                                                  |                                        |             |             |            |              |   |             |            | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ----------- | ----------- | ---------- | ------------ | - | ----------- | ---------- | 
|                                                                                                                                                                  |                                        |             | June 30,    |            | December 31,
|                                                                                                                                                                  |                                        |             | 2002        |            | 2001        
|                                                                                                                                                                  |                                        | (unaudited) |             | (audited) 
|                                                                                                                                                                  |                                        |             |             |           
|ASSETS:                                                                                                                                                           |                                        |             |             |            |              |   |             |           
|Current assets:                                                                                                                                                   |                                        |             |             |            |              |   |             |           
|                                                                                                                                                                  | Cash                                   |             | $           | 12,144,800 |              |   | $           | 7,200      | 
|                                                                                                                                                                  | Lawsuit proceeds receivable            |             |             |            |              |   |             | 21,458,600 | 
|                                                                                                                                                                  | Related party accounts receivable      |             |             | 50,000     |              |   |             | 50,000     | 
|                                                                                                                                                                  |                                        |             |             |            |              |   |             |           
|Total assets                                                                                                                                                      |                                        | $           | 12,194,800  |            |              | $ | 21,515,800  |           
|                                                                                                                                                                  |                                        |             |             |            |              |   |             |           
|LIABILITIES AND SHAREHOLDERS EQUITY:                                                                                                                             |                                        |             |             |            |              |   |             |           
|Current liabilities:                                                                                                                                              |                                        |             |             |            |              |   |             |           
|                                                                                                                                                                  | Accounts payable                       |             | $           | 462,100    |              |   | $           | 2,059,100  | 
|                                                                                                                                                                  | Officer indemnification claims payable |             |             | 3,434,900  |              |   |             | 3,434,900  | 
|                                                                                                                                                                  | Contingent legal fees payable          |             |             |            |              |   |             | 2,711,700  | 
|                                                                                                                                                                  | Notes payable  stockholder            |             |             |            |              |   |             | 2,567,200  | 
|                                                                                                                                                                  | Accrued interest  stockholder         |             |             |            |              |   |             | 1,609,000  | 
|                                                                                                                                                                  | Accrued expenses                       |             |             | 661,400    |              |   |             | 661,400    | 
|                                                                                                                                                                  |                                        |             |             |            |              |   |             |           
|Total liabilities                                                                                                                                                 |                                        |             | 4,558,400   |            |              |   | 13,043,300  |           
|                                                                                                                                                                  |                                        |             |             |            |              |   |             |           
|Shareholders equity:                                                                                                                                             |                                        |             |             |            |              |   |             |           
|Common stock, net of treasury stock, $0.50
par value per share, 20,000,000 shares
authorized, 8,001,020 shares outstanding
at June 30, 2002 and December 31, 2001 |                                        |             | 4,000,500   |            |              |   | 4,000,500   |           
|Additional paid in capital                                                                                                                                        |                                        |             | 27,281,000  |            |              |   | 27,281,000  |           
|Accumulated deficit                                                                                                                                               |                                        |             | (23,645,100 | )          |              |   | (22,809,000 | )         
|                                                                                                                                                                  |                                        |             |             |            |              |   |             |           
|Total shareholders equity                                                                                                                                        |                                        |             | 7,636,400   |            |              |   | 8,472,500   |           
|                                                                                                                                                                  |                                        |             |             |            |              |   |             |           
|Total liabilities and shareholders equity                                                                                                                        |                                        | $           | 12,194,800  |            |              | $ | 21,515,800  |           
|                                                                                                                                                                  |                                        |             |             |            |              |   |             |           

The accompanying notes are an integral part of these financial statements.

3



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Landmark Land Company, Inc.

Condensed Statements of Operations
(Unaudited)

|                                          |                            |   |           |                |  |                |           |         |  |      |           |         |  |   |           |         |  | 
|----------------------------------------- | -------------------------- | - | --------- | -------------- |  | -------------- | --------- | ------- |  | ---- | --------- | ------- |  | - | --------- | ------- |  | 
|                                          |                            |   |           | Three Months   |  | Six Months    
|                                          |                            |   |           | Ended June 30, |  | Ended June 30,
|                                          |                            |   |           |                |  |               
|                                          |                            |   |           | 2002           |  | 2001           |           | 2002    |  | 2001
|                                          |                            |   |           |                |  |                |           |         |  |     
|Income:                                   |                            |   |           |                |  |                |           |         |  |      |           |         |  |   |           |        
|                                          | Interest income            |   | $         | 50,800         |  |                |           |         |  |      | $         | 50,800  |  |   |           |         | 
|                                          |                            |   |           |                |  |                |           |         |  |      |           |         |  |   |           |        
|Expenses:                                 |                            |   |           |                |  |                |           |         |  |      |           |         |  |   |           |        
|                                          | General and administrative |   |           | 195,100        |  |                | $         | 3,000   |  |      |           | 254,600 |  |   | $         | 6,000   | 
|                                          | Professional fees          |   |           | 458,800        |  |                |           | 4,700   |  |      |           | 458,800 |  |   |           | 10,200  | 
|                                          | Interest expense           |   |           |                |  |                |           | 158,700 |  |      |           | 173,500 |  |   |           | 317,300 | 
|                                          |                            |   |           |                |  |                |           |         |  |      |           |         |  |   |           |        
|                                          | Total expenses             |   |           | 653,900        |  |                |           | 166,400 |  |      |           | 886,900 |  |   |           | 333,500 | 
|                                          |                            |   |           |                |  |                |           |         |  |      |           |         |  |   |           |        
|Net Income (Loss)                         |                            | $ | (603,100  | )              |  | $              | (166,400  | )       |  | $    | (836,100  | )       |  | $ | (333,500  | )      
|                                          |                            |   |           |                |  |                |           |         |  |      |           |         |  |   |           |        
|Basic earnings (loss) per share           |                            | $ | (.75      | )              |  | $              | (.21      | )       |  | $    | (1.05     | )       |  | $ | (.42      | )      
|                                          |                            |   |           |                |  |                |           |         |  |      |           |         |  |   |           |        
|Basic weighted average shares outstanding |                            |   | 8,001,020 |                |  |                | 8,001,020 |         |  |      | 8,001,020 |         |  |   | 8,001,020 |        
|                                          |                            |   |           |                |  |                |           |         |  |      |           |         |  |   |           |        
|Diluted loss per share *                  |                            | $ | (.75      | )              |  | $              | (.21      | )       |  | $    | (1.05     | )       |  | $ | (.42      | )      
|                                          |                            |   |           |                |  |                |           |         |  |      |           |         |  |   |           |        
|Diluted weighted avg. shares outstanding  |                            |   | 8,001,020 |                |  |                | 8,363,328 |         |  |      | 8,001,020 |         |  |   | 8,363,328 |        
|                                          |                            |   |           |                |  |                |           |         |  |      |           |         |  |   |           |        



|* |  | A diluted earnings per share number will not differ from earnings per
share if a loss exists because the inclusion of common stock equivalents
in the computation is antidilutive.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an
integral part of these financial statements.

4



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Landmark Land Company, Inc.

Condensed Statements of Cash Flows
(Unaudited)

|                                                                        |                             |                               |            |                           |            |      |          |       |         | 
|----------------------------------------------------------------------- | --------------------------- | ----------------------------- | ---------- | ------------------------- | ---------- | ---- | -------- | ----- | ------- | 
|                                                                        |                             |                               |            | Six months ended June 30,
|                                                                        |                             |                               |            |                          
|                                                                        |                             |                               |            | 2002                      |            | 2001
|                                                                        |                             |                               |            |                           |            |     
|Operating activities                                                    |                             |                               |            |                           |            |      |          |      
|Net loss                                                                |                             | $                             | (836,100   | )                         |            | $    | (333,500 | )    
|Adjustments to reconcile net loss to cash used in operating activities: |                             |                               |            |                           |            |      |          |      
|Changes in assets and liabilities:                                      |                             |                               |            |                           |            |      |          |      
|                                                                        |                             | Lawsuit proceeds receivable   |            |                           | 21,458,600 |      |          |       |         | 
|                                                                        |                             | Interest payable              |            |                           | (1,609,000 | )    |          |       | 317,300 | 
|                                                                        |                             | Contingent legal fees payable |            |                           | (2,711,700 | )    |          |       |         | 
|                                                                        |                             | Accounts payable              |            |                           | (1,597,000 | )    |          |       | 10,200  | 
|                                                                        |                             | Accrued expenses              |            |                           |            |      |          |       |         | 
|                                                                        |                             |                               |            |                           |            |      |          |      
|Cash provided by (used in) operating activities                         |                             |                               | 14,704,800 |                           |            |      | (6,000   | )    
|                                                                        |                             |                               |            |                           |            |      |          |      
|Financing activities                                                    |                             |                               |            |                           |            |      |          |      
|                                                                        | Proceeds from notes payable |                               |            |                           |            |      |          | 6,000 |        
|                                                                        | Payments on notes payable   |                               |            | (2,567,200                | )          |      |          |       |        
|                                                                        |                             |                               |            |                           |            |      |          |      
|Cash provided by (used in) financing activities                         |                             |                               | (2,567,200 | )                         |            |      | 6,000    |      
|                                                                        |                             |                               |            |                           |            |      |          |      
|Net increase (decrease) in cash                                         |                             |                               | 12,137,600 |                           |            |      |         |      
|Cash and cash equivalents at beginning of period                        |                             |                               | 7,200      |                           |            |      | 18,200   |      
|                                                                        |                             |                               |            |                           |            |      |          |      
|Cash and cash equivalents at end of period                              |                             | $                             | 12,144,800 |                           |            | $    | 18,200   |      
|                                                                        |                             |                               |            |                           |            |      |          |      

The accompanying notes are an integral part of these financial statements.

5



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Landmark Land Company, Inc.
Notes To Condensed 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 June 30, 2002 are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 2002. 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, 2001, as filed with the Securities
and Exchange Commission.

2. Earnings Per Share

The computations of basic earnings (loss) per share and diluted earnings
(loss) per share are in conformity with the provisions of Statement of
Financial Accounting Standards No. 128.

6



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Item 2. Plan of Operation

From October 13, 1991 to March 22, 2002, Landmark Land Company, Inc.
(Landmark or the company) was a non-operating company with substantially no
assets, capital resources or liquidity. Prior to October 13, 1991, Landmark
was in the business of real estate development and sales, including owning and
operating a number of resort golf courses and tennis clubs, as well as owning
Oak Tree Savings Bank, S.S.B. (OTSB) based in Louisiana, a mortgage banking
company, a life insurance company and other financial services companies.
Substantially all of the companys operations were owned and their businesses
were conducted by OTSB and its subsidiaries.

Upon the enactment into law of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989 (FIRREA), the companys ability to develop and
maintain its properties through subsidiaries of OTSB was substantially altered
and the company was required to separately capitalize its real estate
subsidiaries or divest itself of its real estate holdings. Subsequent to the
enactment of FIRREA, OTSB was unable to meet its regulatory capital
requirements and was compelled to enter into a supervisory agreement and a
consent agreement with the Office of Thrift Supervision (OTS).

On October 11, 1991, six indirect subsidiary companies of Landmark filed
for protection under Chapter 11 of the U.S. Bankruptcy Code in order to
preserve the value of their assets. The filings by Clock Tower Place
Investments Ltd., Landmark Land Company of California, Inc., Landmark Land
Company of Carolina, Inc., Landmark Land Company of Oklahoma, Inc., Landmark
Land Company of Florida, Inc. and Landmark Land Company of Louisiana, Inc. were
made in the U.S. Bankruptcy Court in Columbia, South Carolina.

On October 13, 1991, the OTS placed OTSB into receivership and chartered a
new federal mutual institution to purchase the assets and assume certain
liabilities of OTSB. Shareholders of Landmark had no interest in the new
thrift institution. The new federal mutual institution operated in
conservatorship and OTSBs former assets were liquidated.

Subsequent to the takeover of OTSB, Landmark conducted no material
business other than the prosecution of the legal action against the United
States discussed below. Upon its receipt of the judgment proceeds on March 22,
2002, the Company began an analysis of its financial condition and the
preparation of a business plan for future company activity.

During 2000, the company was awarded a judgment against the United States
in the amount of $21,458,571, which judgment was affirmed on appeal by the
Court of Appeals for the Federal Circuit in July of 2001. The period to appeal
the judgment to the United States Supreme Court expired during the first
quarter of 2002 without an appeal being filed, and on March 22, 2002, the
company received the full amount of the judgment.

Subsequent to receipt of the judgment proceeds, the board of directors of
the company determined that the company should undertake the following actions:



| | (a) |  | Pay all contingent and other legal fees and costs involved in the suit
against the United States.                                                                                                                                                                                                                                                             
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Identify the assets and liabilities of the company,
including, without limitation, all outstanding director indemnity
claims.                                                                                                                                                                                                                                 
|
| | (c) |  | Resolve the outstanding state and federal taxation issues
facing the company, including (i) potential tax liabilities arising
from the receipt of the judgment award and (ii) identification and
quantification of any net operating loss carryforwards available to
the company arising from the 1991 seizure of the companys former
thrift institution, and
|
| | (d) |  | Resolve the request by the major shareholder of the
company, Gotham Partners, L.P. and its affiliates (collectively,
Gotham), that the company repurchase Gothams approximately 41%
share                                                                                                                                                                  

7



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| |  |  | interest in the company at a price of $1.00 per share. Gotham
and its affiliates previously tendered for the bulk of these
shares during October, 1997 at $1.00 per share.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The most significant of the issues facing the company involved a
resolution of the tax-related issues. Due to the complexity of these issues,
the tax consequences of the 1991 seizure of the companys former thrift
institution and the 2002 award of the judgment proceeds as a result of such
seizure required extensive analysis. Once the company determined that no taxes
were due on the 2002 award, the company was able to quantify the amount of cash
available (i) to resolve the outstanding liability claims against the company,
(ii) to proceed with the request by Gotham for the share repurchase, and (iii)
to proceed with the preparation of a business plan for future company
operations. The bulk of the unquantified liability claims involved obligations
of the company to pay or reimburse current and former directors and officers of
the company for costs and expenses incurred in connection with litigation
involving the seizure of the companys former thrift subsidiary. By the end of
the third quarter of 2002, the company had successfully resolved these claims
in such a manner that it had sufficient value to repurchase Gothams
shareholdings in Landmark at a price of $1.00 per share, which value was
supported by a fairness opinion from an independent investment banking concern.
The purchase of the Gotham shares closed during October, 2002. This closing
avoided a potential dispute between Gotham and other company shareholders and
avoided the outlay of potential legal and other costs that would be incurred in
such a dispute.

Since resolutions of the tax and other claims discussed above were
necessary in order to formulate meaningful financial information about the
company, the company has been delayed in its ability to make its required
periodic filings with the Securities and Exchange Commission under the
Securities Exchange Act of 1934. This Form 10-QSB is the third periodic filing
made by the company under the Securities Exchange Act of 1934 since 1991 when a
third quarter Form 10-Q was filed. The company has recently filed its annual
report on Form 10-KSB for the year ended December 31, 2001 and its quarterly
report on Form 10-QSB for the quarter ended March 31, 2002. Since 1991, the
company has not had the assets or resources to make its Securities and Exchange
Commission filings. It is the intention of the company to reestablish
compliance with all applicable disclosure and reporting obligations promulgated
by the Securities and Exchange Commission and applicable state securities laws
and to provide timely information to the companys shareholders on a
going-forward basis.

In connection with the efforts of the company to resolve the matters
described above and to reestablish the company as an operating business entity,
the company has retained the services of DPMG, Inc., d.b.a. Landmark National
(Landmark National) to manage the companys affairs and to prepare a plan for
future operation. Landmark National is an affiliate of Gerald G. Barton,
William W. Vaughan and Joe V. Olree, each of whom is an officer and/or a
director of the company. Landmark National also employs a number of former
employees of the company. While the plan of operation for the company has not
yet been completed, it is anticipated that the company will reenter the real
estate business during the latter part of 2002 or the early part of 2003 and
pursue development and management activities with an emphasis on golf courses
and golf-related properties.

Item 3. Controls and Procedures

Quarterly Evaluation of the Companys Disclosure Controls and Internal Controls

Through December 31, 2001, the company had no active operations and no
employees; consequently, the need for controls was limited. Subsequent to the
companys receipt of the judgment proceeds in the first quarter of 2002, the
company retained Landmark National to perform certain services as discussed in
Item 2 above. As part of these services, Landmark National implemented
additional controls as needed. The Chief Executive Officer and Chief Financial
Officer have evaluated the effectiveness of the design and operation of its
disclosure controls and procedures (Disclosure Controls), and its internal
controls and procedures for financial reporting (Internal Controls),
including the controls implementation by the company and the effect of the
controls on the information generated for use in this report. Rules adopted
by the Securities and Exchange Commission require that, in this section of this
report, the company presents the

8



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##### 



conclusions of the Chief Executive Officer and Chief Financial Officer
about the effectiveness of the companys Disclosure Controls and Internal
Controls based on and as of the date of the Controls Evaluation.

Officer Certifications

Appearing immediately following the Signatures section of this report
there is a form of certification by the companys Chief Executive Officer and
Chief Financial Officer. The form of certification is required in accordance
with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certification). This section of the report that you are currently reading is
the information concerning the Controls Evaluation referred to in the Section
302 Certifications, and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.

Disclosure Controls and Internal Controls

Disclosure Controls are procedures that are designed with the objective of
ensuring that the information required to be disclosed in the companys reports
filed under the Securities Exchange Act of 1934, such as this report, is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Disclosure
Controls are also designed with the objective of ensuring that such information
is accumulated and communicated to our management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. Internal Controls are procedures that
are designed with the objective of providing reasonable assurance that (1) the
companys transactions are properly authorized; (2) the companys assets are
safeguarded against unauthorized or improper use; and (3) the companys
transactions are properly recorded and reported, all to permit the preparation
of our financial statements in conformity with generally accepted accounting
principles.

In accordance with requirements of the Securities and Exchange Commission,
the Chief Executive Officer and Chief Financial Officer note that, since the
date of the Controls Evaluation to the filing date of this report, there have
been no significant changes in Internal Controls or in other factors that could
significantly affect Internal Controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Conclusions

Based upon the Controls Evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that, subject to the limitations noted
above, our Disclosure Controls are effective to ensure that material information relating to the
company is made known to management, including the Chief Executive Officer and Chief Financial Officer,
particularly during the period when the companys periodic reports are being prepared, and that its
Internal Controls are effective to provide reasonable assurance that the companys financial statements are fairly
presented in conformity with generally accepted accounting principles.

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

See the annual report on Form 10-KSB for period ending December 31, 2001
and the quarterly report on Form 10-QSB for the period ending March 31, 2002
for a discussion of pending legal proceedings.

Items 2 through 4 of this report on Form 10-QSB are not applicable.

Item 5. Other Information.

On July 30, 2002, the company entered into an agreement (as amended on
September 9, 2002) with Gotham to repurchase approximately 3,299,104 common
shares of the companys stock from Gotham for the price of $1.00 per share
subject to receipt by the company of an acceptable fairness opinion and the
resolution by the company of all outstanding indemnification claims from
current and former directors. In addition, the company agreed to pay Gotham
certain additional amounts in the event (i) the company repurchased shares of
its common stock from third parties within a one-year period following the
closing of the Gotham purchase, and (ii) the company paid more than $1.00 per
share for such repurchase. The repurchase of 3,285,270 shares from Gotham
closed during the fourth quarter of 2002.

9



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##### 



Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits: None.                       
| | --- |  | --------------------------------------
|
| | (b) |  | Reports on Form 8-K  None were filed.

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
separate Certifications of the Chief Executive Officer and the Chief Financial
Officer of the company.

The first form of Certification is required by Rule 13a-14 under the
Securities Exchange Act of 1934 in accordance with Section 302 of the
Sarbanes-Oxley Act of 2002 (the Section 302 Certification). The Section 302
Certification includes references to an evaluation of the effectiveness of the
design and operation of the companys disclosure controls and procedures and
its internal controls and procedures for financial reporting. Item 3 of Part
I of this report presents the conclusions of the Chief Executive Officer and
the Chief Financial Officer about the effectiveness of such controls based on
and as of the date of such evaluation (relating to Item 4 of the Section 302
Certification), and contains additional information concerning disclosures to
the companys Board of Directors (the company currently has no Audit Committee)
and independent auditors with regard to deficiencies in internal controls and
fraud (Item 5 of the Section 302 Certification) and related matters (Item 6 of
the Section 302 Certification).

The second form of Certification is required by Section 1350 of Chapter 63
of Title 18 of the United States Code as adopted in accordance with Section 906
of the Sarbanes-Oxley Act of 2002.

10



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##### 



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: February 4, 2003 |  | LANDMARK LAND COMPANY, INC.
(Registrant)
|                       |  |                                          |                                                        
|                       |  | By:                                      | /s/ GERALD G. BARTON                                   
|                       |  |                                          |                                                        
|                       |  |                                          | Gerald G. Barton
President and Chief Executive Officer 
|                       |  |                                          |                                                        
|                       |  | By:                                      | /s/ JOE V. OLREE                                       
|                       |  |                                          |                                                        
|                       |  |                                          | Joe V. Olree
Vice President and Chief Financial Officer

11



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##### 



SECTION 302 CERTIFICATION

I, Gerald G. Barton , certify that:



|1. |  | I have reviewed this quarterly report on Form 10-QSB of Landmark Land
Company, Inc.;                                                                                                                                                                                                                                          
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14)
for the registrant and we have:                                                                             



| | a) |  | Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal
controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       |  |                                                       
|---------------------- |  | ------------------------------------------------------
|Date: February 4, 2003 |  | /s/ GERALD G. BARTON                                  
|                       |  |                                                       
|                       |  | Gerald G. Barton
President and Chief Executive Officer

12



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##### 



SECTION 302 CERTIFICATION

I, Joe V. Olree , certify that:



|1. |  | I have reviewed this quarterly report on Form 10-QSB of Landmark Land
Company, Inc.;                                                                                                                                                                                                                                          
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14)
for the registrant and we have:                                                                             



| | a) |  | Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal
controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       |  |                                                        
|---------------------- |  | -------------------------------------------------------
|Date: February 4, 2003 |  | /s/ JOE V. OLREE                                       
|                       |  |                                                        
|                       |  | Joe V. Olree
Vice President and Chief Financial Officer

13



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##### 



SECTION 906 CERTIFICATION

In connection with the quarterly report of Landmark Land Company, Inc.
(the Company) on Form 10-QSB for the period ending June 30, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the Report),
I, Gerald G. Barton, President and Chief Executive Officer of the Company,
certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:



|1. |  | The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and                              
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

|                 |  |                                                                                    | 
|---------------- |  | ---------------------------------------------------------------------------------- | 
|February 4, 2003 |  | /s/ GERALD G. BARTON                                                              
|                 |  |                                                                                    | 
|                 |  | Gerald G. Barton
President and Chief Executive Officer
Landmark Land Company, Inc.

14



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##### 



SECTION 906 CERTIFICATION

In connection with the quarterly report of Landmark Land Company, Inc.
(the Company) on Form 10-QSB for the period ending June 30, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the Report),
I, Joe V. Olree, Vice President and Chief Financial Officer of the Company,
certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:



|1. |  | The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and                              
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

|                 |  |                                                                                     | 
|---------------- |  | ----------------------------------------------------------------------------------- | 
|February 4, 2003 |  | /s/ JOE V. OLREE                                                                   
|                 |  |                                                                                     | 
|                 |  | Joe V. Olree
Vice President and Chief Financial Officer
Landmark Land Company, Inc.

15