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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: June 30, 2003o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor the transition period from_________________to_________________


Commission file number :_______________________

Landmark Land Company, Inc.


(Exact name of small business  as specified in its charter)


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

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 o No þ

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:
4,715,750 shares of common stock, $0.50 par value per share as of August 1,
2003.

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Landmark Land Company, Inc.

INDEX TO QUARTERLY REPORT ON FORM 10-QSB
QUARTER ENDED JUNE 30, 2003

PageNumberPART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Consolidated Financial Statements:Condensed Consolidated Balance Sheet as of June 30, 2003
    
    3Condensed Consolidated Statements of Operations for the three months and six
months ended June 30, 2003 and 2002, respectively
    
    4Condensed Consolidated Statement of Comprehensive Income (Loss) for the three
months and six months ended June 30, 2003 and 2002, respectively
    
    5Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 2003 and 2002, respectively
    
    6Notes to Condensed Consolidated Financial Statements
    
    7Item 2.
    
    Plan of Operation
    
    8Item 3.
    
    Controls and Procedures
    
    8PART II
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    9Item 2.
    
    Changes in Securities
    
    9Item 3.
    
    Defaults Upon Senior Securities
    
    9Item 4.
    
    Submission of Matters to Vote of Security Holders
    
    9Item 5.
    
    Other Information
    
    9Item 6.
    
    Exhibits and Reports on Form 8-K
    
    10Signatures
    
    11Exhibit IndexSection 302 CertificationsSection 906 Certifications


IMPORTANT ADVISORY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this report on Form 10-QSB constitute
forward-looking statements that involve risks and uncertainties. We caution
readers of this report that these statements involve a number of known and
unknown risks that may cause our actual results to be materially different from
those contemplated by these statements. Factors that might cause such a
difference include, but are not limited to, those discussed in this report
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.

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PART I  FINANCIAL INFORMATION.

Item 1. Financial Statements

Landmark Land Company, Inc.
Condensed Consolidated Balance Sheet
(Unaudited)

ASSETS:
    
    June 30, 2003Current assets:Cash
    
    $
    4,145,767Investment in unconsolidated affiliate
    
    
    102,087Prepaid management fees
    
    
    225,000Other current assets
    
    
    5,000Total assets
    
    $
    4,477,854LIABILITIES AND STOCKHOLDERS EQUITY:Current liabilities:Accounts payable
    
    $
    1,868Payable to unconsolidated affiliates
    
    
    197Accrued expenses
    
    
    53,252Total liabilities
    
    
    55,317Stockholders equity:Common stock, $0.50 par value per share, 20,000,000 shares
authorized, 8,804,468 shares issued, 4,715,750 shares
outstanding
    
    
    4,402,234Additional paid in capital
    
    
    27,130,253Accumulated deficit
    
    
    (23,564,410
    )Accumulated comprehensive loss
    
    
    (9,408
    )Treasury stock  at cost; 4,088,718 shares
    
    
    (3,536,132
    )Total stockholders equity
    
    
    4,422,537Total liabilities and stockholders equity
    
    $
    4,477,854


The accompanying notes are an integral part of these financial statements

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

Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2003
    
    2002
    
    2003
    
    2002Expenses:General and administrative
    
    $
    200,042
    
    
    $
    195,100
    
    
    $
    367,491
    
    
    $
    254,600Professional fees
    
    
    238,045
    
    
    
    458,800
    
    
    
    311,199
    
    
    
    458,800Total expenses
    
    
    438,087
    
    
    
    653,900
    
    
    
    678,690
    
    
    
    713,400Loss from operations
    
    
    (438,087
    )
    
    
    (653,900
    )
    
    
    (678,690
    )
    
    
    (713,400
    )Other income (expense):Equity in loss of unconsolidated affiliate
    
    
    (76,062
    )
    
    
    
    
    
    
    (151,700
    )
    
    
    Proceeds from litigation
    
    
    953,670
    
    
    
    
    
    
    
    953,670
    
    
    
    Interest income
    
    
    13,153
    
    
    
    50,800
    
    
    
    28,425
    
    
    
    50,800Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (173,500
    )Settlement of previously recorded liability
    
    
    479,268
    
    
    
    
    
    
    
    479,268
    
    
    
    Total other income (expense)
    
    
    1,370,029
    
    
    
    50,800
    
    
    
    1,309,663
    
    
    
    (122,700
    )Income (loss) before provision for income taxes
    
    
    931,942
    
    
    
    (603,100
    )
    
    
    630,973
    
    
    
    (836,100
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    931,942
    
    
    $
    (603,100
    )
    
    $
    630,973
    
    
    $
    (836,100
    )Basic earnings or (loss) per share (1)
    
    $
    .20
    
    
    $
    (.08
    )
    
    $
    .13
    
    
    $
    (.10
    )Basic weighted average shares outstanding
    
    
    4,715,750
    
    
    
    8,001,020
    
    
    
    4,715,750
    
    
    
    8,001,020Diluted earnings (loss) per share * (1)
    
    $
    .20
    
    
    $
    (.08
    )
    
    $
    .13
    
    
    $
    (.10
    )Diluted weighted average shares outstanding
    
    
    4,715,750
    
    
    
    8,001,020
    
    
    
    4,715,750
    
    
    
    8,363,328




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



|(1) |  | Earnings (loss) per share and diluted earnings (loss) per share for the
three and six months ended June 30, 2002 were incorrectly reported as
$(.75) and $(1.05) respectively in the Form 10QSB filed February 7, 2003.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements

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Landmark Land Company, Inc.
Condensed Consolidated Statement of Comprehensive Income (Loss)
(Unaudited)

Three Months Ended June 30
    
    Six Months Ended June 302003
    
    2002
    
    2003
    
    2002Net income (loss)
    
    $
    931,942
    
    
    $
    (603,100
    )
    
    $
    630,973
    
    
    $
    (836,100
    )Other comprehensive income (loss):Foreign currency translation adjustments
    
    
    (9,408
    )
    
    
    
    
    
    
    (9,408
    )
    
    
    Comprehensive income (loss)
    
    $
    922,534
    
    
    $
    (603,100
    )
    
    $
    621,565
    
    
    $
    (836,100
    )


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

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Landmark Land Company, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

Six months ended June 30,2003
    
    2002Operating activitiesNet income (loss)
    
    $
    630,973
    
    
    $
    (836,100
    )Equity in loss of unconsolidated affiliate
    
    
    151,700
    
    
    
    Settlement of previously recorded liability
    
    
    (479,268
    )
    
    
    Changes in assets and liabilities:Lawsuit proceeds receivable
    
    
    
    
    
    
    21,458,600Interest payable
    
    
    
    
    
    
    (1,609,000
    )Contingent legal fees payable
    
    
    
    
    
    
    (2,711,700
    )Accounts payable
    
    
    (44,435
    )
    
    
    (1,597,000
    )Accrued expenses
    
    
    (16,378
    )
    
    
    Other assets
    
    
    (189,250
    )
    
    
    Cash provided by operating activities
    
    
    53,342
    
    
    
    14,704,800Investing activitiesInvestment in unconsolidated affiliate
    
    
    (263,195
    )
    
    
    Cash provided (used) by investing activities
    
    
    (263,195
    )
    
    
    Financing activitiesPayments on notes payable
    
    
    
    
    
    
    (2,567,200
    )Cash provided (used) by financing activities
    
    
    
    
    
    
    (2,567,200
    )Net increase (decrease) in cash
    
    
    (209,853
    )
    
    
    12,137,600Cash at beginning of period
    
    
    4,355,620
    
    
    
    7,200Cash at end of period
    
    $
    4,145,767
    
    
    $
    12,144,800


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

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Landmark Land Company, Inc.
Notes To Condensed Consolidated Financial Statements
(Unaudited)

1. Basis Of Presentation

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for condensed interim
financial information and with the instructions to Form 10-QSB and Item 310 of
Regulation S-B promulgated by the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of those of a
normal recurring nature) considered necessary for a fair presentation have been
included. Operating results for the six-month period ended June 30, 2003 are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 2003. 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, 2002, as filed with the Securities
and Exchange Commission.

The accompanying financial statements include the assets, liabilities,
revenues and expenses of the company and its wholly-owned subsidiary, Landmark
of Spain, Inc. (a Delaware corporation). 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.

Start-up costs for new companies and new businesses are generally expensed
as incurred, except for those costs directly related to the acquisition and
development of specific long-lived assets, such as real estate development
properties, consistent with the provisions of the AICPAs Statement of Position
98-5.

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.

3. Reclassification

Certain reclassifications have been made in the 2002 financial statements
to conform to the 2003 presentation, including a change in the common stock and
additional paid-in capital accounts. These changes had no effect on net
income.

4. Income Taxes

No provision for income taxes is included in the Statements of Operations
since current period taxable income will be offset by net operating losses
carried over from prior periods.

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Item 2. Plan of Operation

During 1991, the Office of Thrift Supervision seized substantially all of
the companys assets and transferred them to a newly chartered federal thrift
institution in which the company and its shareholders had no interest.
Subsequent to this seizure, the company had little operational activity and
extremely limited capital resources and liquidity. Between 1991 and March
2002, the company was essentially dormant, except for the pursuit of the
lawsuit captioned Landmark Land Company, Inc. v. United States described in the
companys Form 10-KSB for the period ended December 31, 2002.

During 2000, the company was awarded a judgment against the United States
in the above-referenced suit in the amount of $21,458,571, which judgment was
affirmed on appeal in July of 2001. The appeal period 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.

Since March 22, 2002, the company has been attempting to identify,
quantify and resolve the assets and liabilities of the company in order to
determine an appropriate plan for the companys future (see Part II, Item 5
below). In connection with this evaluation, the company has retained the
services of DPMG, Inc., d.b.a. Landmark National, a golf-oriented real estate
development and management concern (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, officers and/or directors of the company, and employs a number of former
employees of the company. Fees paid under this agreement totaled $337,500 and
$200,000 in the six months ended June 30, 2003 and 2002 respectively. While
the plan of operation for the company has not been completed, the company has
entered into an agreement for the pursuit of development opportunities in Spain
and the company is currently considering a merger, consolidation or purchase of
Landmark National and/or the assets thereof. The terms and conditions of any
such merger, consolidation or purchase are undetermined at this time, however,
the company has retained outside counsel and an investment banking concern to
assist in the analysis of such a transaction.

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 has 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) within 90
days of the filing date of this report, 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
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 as Exhibits 31.1 and 31.2 to 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.

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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

In the Form 10-KSB for the period ended December 31, 2002, the company
reported that it had filed a claim in the amount of $1,805,524 against the
United States under the Equal Access to Justice Act for reimbursement of a
portion of the attorneys fees and other costs incurred by the company in a
legal action against the United States in the U.S. Court of Federal Claims
(Case No. 95-502C). During the second quarter, this Equal Access to Justice
Act claim was settled and as a result thereof, the company received $953,670.
During the second quarter of 2003, the Company was not involved in any other
material litigation.

Items 2 through 4 of this report onForm 10-QSBare not applicable.

Item 5. Other Information

In July and August, 2003, the company settled two claims regarding legal
services provided to the company. Claims totaling $532,520 were settled by
payments totaling $53,252. The gain from favorable settlement of these claims
was recognized in the second quarter of 2003 in the amount of $479,268.

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit 31.1   Section 302 Certification

Exhibit 31.2   Section 302 Certification

Exhibit 32.1   Section 906 Certification

Exhibit 32.2   Section 906 Certification

(b) Reports on Form 8-K. During June 2003, the company filed a Form 8-K/A
with reference to a change in the companys certifying accountant. The report
stated that Moss Adams LLP had resigned as the companys independent accountant
and was replaced by Aronson & Company as the principal accountant to audit the
companys 2003 financial statements.

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.

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 (including the Section 302 Certifications) 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 Audit Committee
and independent auditors with regard to deficiencies in internal controls and
fraud and related matters (Item 5 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.

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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:
    
    August 14, 2003
    
    
    
    LANDMARK LAND COMPANY, INC(Registrant)By:
    
    /s/ GERALD G. BARTONGerald G. BartonPresident and Chief Executive OfficerBy:
    
    /s/ JOE V. OLREEJoe V. OlreeVice President and Chief Financial Officer


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LANDMARK LAND COMPANY, INC.

FORM 10-QSB

EXHIBIT INDEX

ExhibitNumber

31.1      Section 302 Certification of Gerald G. Barton.

31.2      Section 302 Certification of Joe V. Olree

32.1      Section 906 Certification of Gerald G. Barton.

32.2      Section 906 Certification of Joe V. Olree

12