##### 



SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-QSB (Mark One) x
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: March 31, 2004o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor the transition period from  to
 Commission file number : Landmark Land Company, Inc. 
 Delaware
    
    77-0024129(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)
 2817 Crain Highway, Upper Marlboro, Maryland 20774
(Address of principal executive offices)
 (301) 574-3330
(Issuers telephone number) (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 x No o, and (2) has been subject to such filing requirements for the past 90 days.
Yes x 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,
2004. Transitional Small Business Disclosure Format (Check one): Yes o No x




---



##### 



Landmark Land Company, Inc. INDEX TO QUARTERLY REPORT ON FORM 10-QSB
QUARTER ENDED MARCH 31, 2004 PART I FINANCIAL INFORMATION
    
    Page NumberItem 1.Consolidated Financial Statements:Condensed Consolidated Balance Sheet as of March 31, 2004
    
    
    4Condensed Consolidated Statements of Operations for the three months ended
March 31, 2004 and 2003, respectively
    
    
    5Condensed Consolidated Statements of Comprehensive Income (Loss) for the three
months ended March 31, 2004 and 2003, respectively
    
    
    6Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 2004 and 2003, respectively
    
    
    7Notes to Condensed Consolidated Financial Statements
    
    
    8Item 2.Plan of Operation
    
    
    9Item 3.Controls and Procedures
    
    
    9PART II OTHER INFORMATIONItem 1.Legal Proceedings
    
    
    9Item 2.Changes in Securities
    
    
    10Item 3.Defaults Upon Senior Securities
    
    
    10Item 4.Submission of Matters to Vote of Security Holders
    
    
    10Item 5.Other Information
    
    
    10Item 6.Exhibits and Reports on Form 8-K
    
    
    10Signatures
    
    
    11Exhibit IndexSection 302 CertificationsSection 906 Certifications
 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 2




---



##### 



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




---



##### 



Landmark Land Company, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet

March 31, 2004


(Unaudited)


|                                         |                                                                                                                                        |                                            |   |             |            | 
|---------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | - | ----------- | ---------- | 
|                                        
|                                        
|                                        
|                                        
|Assets                                  
|                                        
|                                        
|                                        
|                                        
|Current assets                           |                                                                                                                                        |                                            |   |            
|                                        
|                                        
|                                        
|                                        
|                                         | Cash                                                                                                                                   |                                            | $ | 2,005,858   |           
|                                        
|                                        
|                                        
|                                        
|                                         | Accounts receivable                                                                                                                    |                                            |   | 162,681     |           
|                                        
|                                        
|                                        
|                                        
|                                         | Receivable from affiliates                                                                                                             |                                            |   | 1,077,459   |           
|                                        
|                                        
|                                        
|                                        
|                                         | Accounts receivable employees                                                                                                          |                                            |   | 1,246       |           
|                                        
|                                        
|                                        
|                                        
|                                         | Other assets                                                                                                                           |                                            |   | 47,734      |           
|                                         |                                                                                                                                        |                                            |   |            
|                                         | Total current assets                                                                                                                   |                                            |   | 3,294,978   |           
|                                         |                                                                                                                                        |                                            |   |            
|Other assets                             |                                                                                                                                        |                                            |   |            
|                                        
|                                        
|                                        
|                                        
|                                         | Receivable from affiliate-deferred fees                                                                                                |                                            |   | 68,889      |           
|                                        
|                                        
|                                        
|                                        
|                                         | Operating properties and equipment, net                                                                                                |                                            |   | 23,617      |           
|                                        
|                                        
|                                        
|                                        
|                                         | Investment in unconsolidated affiliate                                                                                                 |                                            |   | 626,200     |           
|                                        
|                                        
|                                        
|                                        
|                                         | Preacquisition costs reimbursable                                                                                                      |                                            |   | 447,475     |           
|                                        
|                                        
|                                        
|                                        
|                                         | Real estate held for sale                                                                                                              |                                            |   | 1,291,782   |           
|                                        
|                                        
|                                        
|                                        
|                                         | Intangible contract rights, net                                                                                                        |                                            |   | 4,696,237   |           
|                                         |                                                                                                                                        |                                            |   |            
|                                         | Total other assets                                                                                                                     |                                            |   | 7,154,200   |           
|                                         |                                                                                                                                        |                                            |   |            
|                                         |                                                                                                                                        | Total assets                               |   | $           | 10,449,178 | 
|                                         |                                                                                                                                        |                                            |   |            
|                                        
|                                        
|                                        
|                                        
|Liabilities and Stockholders
    Equity
|                                        
|                                        
|                                        
|                                        
|Current liabilities                      |                                                                                                                                        |                                            |   |            
|                                        
|                                        
|                                        
|                                        
|                                         | Accounts payable and accrued expenses                                                                                                  |                                            | $ | 82,722      |           
|                                        
|                                        
|                                        
|                                        
|                                         | Accrued payroll & related expenses                                                                                                     |                                            |   | 101,989     |           
|                                        
|                                        
|                                        
|                                        
|                                         | Accrued interest due affiliates                                                                                                        |                                            |   | 438,730     |           
|                                        
|                                        
|                                        
|                                        
|                                         | Accrued interest due others                                                                                                            |                                            |   | 48,822      |           
|                                        
|                                        
|                                        
|                                        
|                                         | Notes payable, due within one year                                                                                                     |                                            |   | 600,000     |           
|                                        
|                                        
|                                        
|                                        
|                                         | Payable to affiliates, due within one year                                                                                             |                                            |   | 677,322     |           
|                                         |                                                                                                                                        |                                            |   |            
|                                         | Total liabilities                                                                                                                      |                                            |   | 1,949,585   |           
|                                         |                                                                                                                                        |                                            |   |            
|Stockholders equity                     |                                                                                                                                        |                                            |   |            
|                                        
|                                        
|                                        
|                                        
|                                         | Capital stock,
          $.50 par value, 20,000,000 shares authorized, 8,804,468 shares
          issued, 7,415,708 shares outstanding |                                            |   | 4,402,234   |           
|                                        
|                                        
|                                        
|                                        
|                                         | Additional paid in capital                                                                                                             |                                            |   | 30,382,797  |           
|                                        
|                                        
|                                        
|                                        
|                                         | Treasury
          stock, 1,388,760 shares, at cost                                                                                    |                                            |   | (1,388,760  | )         
|                                        
|                                        
|                                        
|                                        
|                                         | Accumulated deficit                                                                                                                    |                                            |   | (24,842,811 | )         
|                                        
|                                        
|                                        
|                                        
|                                         | Accumulated comprehensive loss                                                                                                         |                                            |   | (53,867     | )         
|                                         |                                                                                                                                        |                                            |   |            
|                                         | Total stockholders equity                                                                                                             |                                            |   | 8,499,593   |           
|                                         |                                                                                                                                        |                                            |   |            
|                                         |                                                                                                                                        | Total liabilities and stockholders equity |   | $           | 10,449,178 | 
|                                         |                                                                                                                                        |                                            |   |            

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

4



---



##### 



Landmark Land Company, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

|                                    |                                            |   |                    |          |      |   |           |         |  
|----------------------------------- | ------------------------------------------ | - | ------------------ | -------- | ---- | - | --------- | ------- | -
|                                    |                                            |   | Three months ended
|                                    |                                            |   | March 31,         
|                                    |                                            |   | 2004               |          | 2003
|Revenue:                            |                                            |   |                    |          |      |   |           |        
|                                    | Consulting and management fees             |   | $                  | 608,526  |      |   | $         |        |  
|                                    |                                            |   |                    |         
|Operating expenses                  |                                            |   |                    |          |      |   |           |        
|                                    | Payroll and related expenses               |   |                    | 682,067  |      |   |           |        |  
|                                    | Amortization and depreciation              |   |                    | 106,641  |      |   |           |        |  
|                                    | General and administrative                 |   |                    | 124,184  |      |   |           | 240,603 |  
|                                    |                                            |   |                    |         
|                                    | Total operating expenses                   |   |                    | 912,892  |      |   |           | 240,603 |  
|                                    |                                            |   |                    |         
|Loss from operations                |                                            |   | (304,366           | )        |      |   | (240,603  | )      
|                                    |                                            |   |                    |         
|Other income (expense):             |                                            |   |                    |          |      |   |           |        
|                                    | Interest income                            |   |                    | 6,260    |      |   |           | 15,272  |  
|                                    | Interest expense                           |   |                    | (26,113  | )    |   |           |        |  
|                                    | Equity in loss of unconsolidated affiliate |   |                    | (132,677 | )    |   |           | (75,638 | )
|                                    |                                            |   |                    |         
|                                    | Total other (expense)                      |   |                    | (152,530 | )    |   |           | (60,366 | )
|                                    |                                            |   |                    |         
|Net loss                            |                                            | $ | (456,896           | )        |      | $ | (300,969  | )      
|                                    |                                            |   |                    |         
|Loss per common share(1)            |                                            | $ | (0.06              | )        |      | $ | (0.06     | )      
|                                    |                                            |   |                    |         
|Weighted average shares outstanding |                                            |   | 7,415,708          |          |      |   | 4,715,750 |        
|                                    |                                            |   |                    |         

|    |  |                                                                                             
|--- |  | --------------------------------------------------------------------------------------------
|(1) |  | Diluted earnings per share are not presented as the company has
no common stock equivalents.



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

5



---



##### 



Landmark Land Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss


(Unaudited)


|                          |                                          |                    |          |         |   |   |          |   | 
|------------------------- | ---------------------------------------- | ------------------ | -------- | ------- | - | - | -------- | - | 
|                          |                                          |                   
|                          |                                          | Three months ended
|                          |                                          | March 31,         
|                          |                                          |                   
|                          |                                          | 2004               |          | 2003   
|                          |                                          |                    |          |        
|Net loss                  |                                          | $                  | (456,896 | )       |   | $ | (300,969 | )
|                         
|                         
|                         
|                         
|Other comprehensive loss: |                                          |                    |          |         |   |   |          |  
|                         
|                         
|                         
|                         
|                          | Foreign currency translation adjustments |                    |          | (98,954 | ) |   |          |  | 
|                          |                                          |                    |          |         |   |   |          |  
|Comprehensive loss        |                                          | $                  | (555,850 | )       |   | $ | (300,969 | )
|                          |                                          |                    |          |         |   |   |          |  

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

6



---



##### 



Landmark Land Company, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


|                                              |                                                                                            |                                             |                                       |                                                  |         |          |           |          |        |         |          |  
|--------------------------------------------- | ------------------------------------------------------------------------------------------ | ------------------------------------------- | ------------------------------------- | ------------------------------------------------ | ------- | -------- | --------- | -------- | ------ | ------- | -------- | -
|                                              |                                                                                            |                                            
|                                              |                                                                                            | Three months ended                         
|                                              |                                                                                            | March 31,                                  
|                                              |                                                                                            |                                            
|                                              |                                                                                            | 2004                                        |                                       | 2003                                            
|                                              |                                                                                            |                                             |                                       |                                                 
|CASH FLOWS FROM OPERATING ACTIVITIES:         |                                                                                            |                                             |                                       |                                                  |         |          |           |         
|                                             
|                                             
|                                             
|                                             
|                                              | Net loss for the period                                                                    |                                             | $                                     | (456,896                                         | )       |          | $         | (300,969 | )     
|                                             
|                                             
|                                             
|                                             
|                                              | Adjustments to reconcile net loss to net cash
    provided (used) in operating activities: |                                             |                                       |                                                  |         |          |           |          |       
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                            | Equity in loss of unconsolidated subsidiary |                                       |                                                  | 132,677 |          |           |          | 75,638 |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                            | Depreciation and amortization               |                                       |                                                  | 106,641 |          |           |          |       |        
|                                              |                                                                                            | (Increase) decrease in                      |                                       |                                                  |         |          |           |          |        |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                            |                                             | Accounts receivable                   |                                                  |         | 68,654   |           |          |        | (463    | )       
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                            |                                             | Receivable from affiliates            |                                                  |         | (122,994 | )         |          |        |        |         
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                            |                                             | Other assets                          |                                                  |         | 10,191   |           |          |        | 35,749  |         
|                                              |                                                                                            | Increase (decrease) in                      |                                       |                                                  |         |          |           |          |        |        
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                            |                                             | Accounts payable and accrued expenses |                                                  |         | 9,611    |           |          |        | (30,205 | )       
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                            |                                             | Accrued interest                      |                                                  |         | 26,113   |           |          |        |        |         
|                                              |                                                                                            |                                             |                                       |                                                  |         |          |           |         
|                                              |                                                                                            |                                             |                                       | Net cash provided (used) in operating activities |         |          | (226,003  | )        |        |         | (220,250 | )
|                                              |                                                                                            |                                             |                                       |                                                  |         |          |           |         
|CASH FLOWS FROM INVESTING ACTIVITIES:         |                                                                                            |                                             |                                       |                                                  |         |          |           |         
|                                             
|                                             
|                                             
|                                             
|                                              | Purchase of operating equipment                                                            |                                             |                                       | (2,310                                           | )       |          |           |         |       
|                                             
|                                             
|                                             
|                                             
|                                              | Investment in unconsolidated affiliate                                                     |                                             |                                       | (987,393                                         | )       |          |           | (95,987  | )     
|                                              |                                                                                            |                                             |                                       |                                                  |         |          |           |         
|                                              |                                                                                            |                                             |                                       | Net cash used in investing activities            |         |          | (989,703  | )        |        |         | (95,987  | )
|                                              |                                                                                            |                                             |                                       |                                                  |         |          |           |         
|Net increase (decrease) in cash during period |                                                                                            |                                             | (1,215,706                            | )                                                |         |          | (316,237  | )       
|                                             
|                                             
|                                             
|                                             
|Cash balance, beginning of period             |                                                                                            |                                             | 3,221,564                             |                                                  |         |          | 4,355,620 |         
|                                              |                                                                                            |                                             |                                       |                                                  |         |          |           |         
|Cash balance, end of period                   |                                                                                            | $                                           | 2,005,858                             |                                                  |         | $        | 4,039,383 |         
|                                              |                                                                                            |                                             |                                       |                                                  |         |          |           |         

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

7



---



##### 



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, 2004
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 2004. 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, 2003, as filed with the
Securities and Exchange Commission. On August 31, 2003, Landmark Land Company, Inc. (the company) acquired
all of the outstanding capital shares of KES, Inc. (KES), a golf-oriented
real estate development and management entity, as reported in Form 8-K and Form
8-K/A filed September 10 and November 11, 2003, respectively. The accompanying financial statements include the assets, liabilities,
revenues and expenses of the company and its wholly-owned subsidiaries,
Landmark of Spain, Inc. and KES, Inc. and the KES subsidiaries, DPMG, Inc.,
Landmark Hellas, Inc., Delos Partners, Inc. and OTP, Inc. Revenues and
expenses of KES and its subsidiaries are included only for the period
subsequent to the companys acquisition date of August 31, 2003, i.e., for the
first quarter of 2004, but not for the first quarter of 2003. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Landmark of Spain, Inc. owns a 50% interest in a Spanish company, Landmark
Developments of Spain, S.L., as discussed in Form 10-QSB filed May 15, 2003.
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, 2004 and 2003: 2004
    
    2003Revenue
    
    $
    
    
    
    $
    Gross profit
    
    $
    
    
    
    $
    Loss from continuing operations
    
    $
    (265,355
    )
    
    $
    (131,016
    )Net loss
    
    $
    (265,355
    )
    
    $
    (131,016
    )
  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.  3.
    
    Income Taxes No provision for income taxes is included in the Statements of Operations
since the company incurred a net loss in both periods reported. 8




---



##### 



Item 2. Plan of Operation Prior to the companys acquisition of KES, Inc. on August 31, 2003, the
company had minimal ongoing operations. Subsequent to the aforementioned
acquisition, the company, through its subsidiaries, has continued the acquired
golf-related management operations and intends to expand same as the
opportunity arises with particular emphasis on opportunities in Spain and
Portugal. The company may also pursue investment opportunities in U.S.
golf-related real estate projects. Barring unforeseen circumstances, the company currently has sufficient
cash to maintain its current operations for the next two years. Unless such
cash is used for future investment opportunities, no additional cash will need
to be raised. However, in the event cash were needed for an investment
opportunity or otherwise, the company has explored the possibility of issuing
preferred stock. The company feels that this vehicle could be an attractive
method for raising cash in the future on terms favorable to the company. There
can be no assurance, however, that any such additional capital will be
available in the future. Unless the management operations expand rapidly or the company acquires a
golf course or other real estate operation, the company does not expect any
significant changes in the number of employees or any material purchase or sale
of plant or other significant equipment. Our performance over the next twelve months will be subject to a number of
business factors, including those beyond our control, such as economic downturn
and an oversupply of golf courses, as well as the increased level of
competition and our ability to successfully market our services in the face of
such competition. There can be no assurance that we will be able to
successfully implement our marketing strategy to sell our management services
or to generate significant revenue out of new projects. In addition, because
the company has had only limited operations to-date, there can be no assurance
that our estimates will prove to be accurate or that unforeseen events will not
occur. 
 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 the first quarter of 2004, the company was not involved in any
material litigation. However, on May 3, 2004, a subsidiary of the company
filed an action in U.S. District Court for the District of South Carolina,
Charleston Division, Case No. 2 04 1380 23, for the collection of unpaid fees
of approximately $530,000.00 and other damages arising from work performed on a
proposed golf development project on the island of Barbados. The defendants
have not yet replied to the action. While the company believes that it will
prevail on its claims, the ultimate outcome of the suit is uncertain at this
time. 9




---



##### 



Items 2 through 4 of this report on Form 10-QSB are not applicable. 
 Item 5. Other Information The company currently does not have in place procedures by which security
holders may recommend nominees to the companys Board of Directors. 
 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. 10




---



##### 



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 10, 2004
    
    
    
    LANDMARK LAND COMPANY, INC.(Registrant)By:
    
    /s/ GERALD G. BARTONGerald G. Barton
President and Chief Executive OfficerBy:
    
    /s/ JOE V. OLREEJoe V. Olree
Vice President and Chief Financial Officer
 11




---



##### 



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