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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: June 30, 2004
 o
    
    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   (301) 574-3330
(Issuers telephone number)    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 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 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:
7,415,708 shares of common stock, $0.50 par value per share as of June 30,
2004.




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Landmark Land Company, Inc. INDEX TO QUARTERLY REPORT ON FORM 10-QSB
QUARTER ENDED JUNE 30, 2004 PART I
    
    FINANCIAL INFORMATION
    
    Page
NumberItem 1. Condensed Consolidated Financial Statements:
    
    
    3Condensed Consolidated Balance Sheet as of June 30, 2004
    
    
    4Condensed Consolidated Statements of Operations for the three months and six
months ended June 30, 2004 and 2003, respectively
    
    
    5Condensed Consolidated Statement of Comprehensive Income (Loss) for the three
months and six months ended June 30, 2004 and 2003, respectively
    
    
    6Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 2004 and 2003, respectively
    
    
    7Notes to Condensed Consolidated Financial Statements
    
    
    8Item 2. Plan of Operation
    
    
    10Item 3. Controls and Procedures
    
    
    10PART II
    
    OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    11Item 2. Changes in Securities
    
    
    11Item 3. Defaults Upon Senior Securities
    
    
    11Item 4. Submission of Matters to Vote of Security Holders
    
    
    11Item 5. Other Information
    
    
    11Item 6. Exhibits and Reports on Form 8-K
    
    
    11Signatures
    
    
    12Exhibit IndexSection 302
CertificationsSection 906
CertificationsExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  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 2




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under the caption Plan of Operation as well as those set forth in other
periodic reports and filings that we make with the Securities and Exchange
Commission. 
 PART I  FINANCIAL INFORMATION. 
 Item 1. Condensed Consolidated Financial Statements 3




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Landmark Land Company, Inc. 
 Condensed Consolidated Balance Sheet June 30, 2004 (Unaudited) AssetsCurrent assetsCash
    
    $
    1,343,045Accounts receivable
    
    
    334,564Receivable from affiliates
    
    
    1,464,661Receivable from employees
    
    
    1,139Other current assets
    
    
    127,237Total current assets
    
    
    3,270,646Real estate and golf management contract rights acquiredLong Island, NY
    
    
    1,480,000Hudson Valley, NY
    
    
    2,550,000Spain
    
    
    500,000South Padre Island, TX
    
    
    180,000Golf management contracts
    
    
    235,5874,945,587Less accumulated amortization
    
    
    (382,962
    )Total real estate and golf management contract rights acquired, net
    
    
    4,562,625Other assetsInvestment in unconsolidated affiliate
    
    
    462,314Receivable from affiliate-deferred fees
    
    
    69,708Reimbursable pre-acquisition costs
    
    
    447,475Interest in real estate held for sale
    
    
    1,250,000Property and equipment, net
    
    
    21,486Total other assets
    
    
    2,250,983Total assets
    
    $
    10,084,254Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable and accrued expenses
    
    $
    29,581Accrued payroll and related expenses
    
    
    139,530Accrued interest due affiliates
    
    
    455,447Accrued interest due others
    
    
    58,404Short-term notes payable
    
    
    600,000Notes and advances payable to affiliates
    
    
    675,703Total liabilities
    
    
    1,958,665Stockholders equityCommon stock, $.50 par value; 20,000,000 shares authorized; 8,804,468 shares issued; 7,415,708 shares outstanding
    
    
    4,402,234Additional paid-in capital
    
    
    30,382,797Treasury stock, at cost, 1,388,760 shares
    
    
    (1,388,760
    )Accumulated deficit
    
    
    (25,212,235
    )Accumulated other comprehensive loss
    
    
    (58,447
    )Total stockholders equity
    
    
    8,125,589Total liabilities and stockholders equity
    
    $
    10,084,254
 See Accompanying Notes 4




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Landmark Land Company, Inc. 
 Condensed Consolidated Statements of Operations (Unaudited) Three months ended June 30,


    
    Six months ended June 30,2004


    
    2003
    
    2004


    
    2003RevenueConsulting and management fees
    
    $

    782,253

    
    
    $
    
    
    
    $

    1,390,779

    
    
    $
    Operating expensesPayroll and related expenses
    
    

    708,044

    
    
    
    
    
    
    

    1,390,111

    
    
    
    Other general and administrative expenses
    
    

    127,530

    
    
    
    438,087
    
    
    

    251,714

    
    
    
    678,690Depreciation and amortization
    
    

    135,743

    
    
    
    
    
    
    

    242,384

    
    
    
    Total operating expenses
    
    

    971,317

    
    
    
    438,087
    
    
    

    1,884,209

    
    
    
    678,690Loss from operations
    
    

    (189,064

    )
    
    
    (438,087
    )
    
    

    (493,430

    )
    
    
    (678,690
    )Other income (expenses)Interest income
    
    

    5,251

    
    
    
    13,153
    
    
    

    11,511

    
    
    
    28,425Interest expense
    
    

    (26,305

    )
    
    
    
    
    
    

    (52,418

    )
    
    
    Proceeds from litigation settlement
    
    

    

    
    
    
    953,670
    
    
    

    

    
    
    
    953,670Settlement of previously recorded liability
    
    

    

    
    
    
    479,268
    
    
    

    

    
    
    
    479,268Equity in loss of unconsolidated affiliate
    
    

    (159,306

    )
    
    
    (76,062
    )
    
    

    (291,983

    )
    
    
    (151,700
    )Total other income (expenses)
    
    

    (180,360

    )
    
    
    1,370,029
    
    
    

    (332,890

    )
    
    
    1,309,663Net income (loss)
    
    $

    (369,424

    )
    
    $
    931,942
    
    
    $

    (826,320

    )
    
    $
    630,973Earnings (loss) per common share
    
    $

    (0.05

    )
    
    $
    0.20
    
    
    $

    (0.11

    )
    
    $
    0.13Weighted average shares outstanding
    
    

    7,415,708

    
    
    
    4,715,750
    
    
    

    7,415,708

    
    
    
    4,715,750
 Diluted earnings per share are not presented as the Company has no common stock equivalents. See Accompanying Notes 5




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Landmark Land Company, Inc. 
 Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three months ended June 30,
    
    Six months ended June 30,2004
    
    2003
    
    2004
    
    2003Net income (loss)
    
    $
    (369,424
    )
    
    $
    931,942
    
    
    $
    (826,320
    )
    
    $
    630,973Other comprehensive lossForeign currency translation adjustments
    
    
    (4,580
    )
    
    
    (9,408
    )
    
    
    (103,534
    )
    
    
    (9,408
    )Comprehensive income (loss)
    
    $
    (374,004
    )
    
    $
    922,534
    
    
    $
    (929,854
    )
    
    $
    621,565
 See Accompanying
Notes6




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Landmark Land Company,
Inc. 
 Condensed Consolidated
Statements of Cash Flows Six Months Ended June
30, 2004 and 2003 (Unaudited) 2004
    
    2003Cash flows from operating activitiesNet income (loss) for the period
    
    $
    (826,320
    )
    
    $
    630,973Adjustments
to reconcile net income (loss) to net cash
 provided (used) by operating activities:Depreciation and amortization
    
    
    242,384
    
    
    
    Settlement of previously recorded liability
    
    
    
    
    
    
    (479,268
    )Equity in loss of unconsolidated subsidiary
    
    
    291,983
    
    
    
    151,700(Increase) decrease inAccounts receivable
    
    
    (103,229
    )
    
    
    Receivable from affiliates
    
    
    (548,159
    )
    
    
    Other assets
    
    
    (69,205
    )
    
    
    (189,250
    )Increase (decrease) inAccounts payable to affilliates
    
    
    35,525
    
    
    
    Accounts payable and accrued expenses
    
    
    (37,116
    )
    
    
    (60,813
    )Accrued payroll and related expenses
    
    
    31,127
    
    
    
    Accrued interest
    
    
    52,412
    
    
    
    Net cash provided (used) by operating activities
    
    
    (930,598
    )
    
    
    53,342Cash flows from investing activitiesPurchase of equipment
    
    
    (2,310
    )
    
    
    Sale of real estate
    
    
    41,782
    
    
    
    Investment in unconsolidated affiliate
    
    
    (987,393
    )
    
    
    (263,195
    )Net cash used in investing activities
    
    
    (947,921
    )
    
    
    (263,195
    )Net (decrease) in cash during period
    
    
    (1,878,519
    )
    
    
    (209,853
    )Cash balance, beginning of period
    
    
    3,221,564
    
    
    
    4,355,620Cash balance, end of period
    
    $
    1,343,045
    
    
    $
    4,145,767
 See Accompanying Notes 7




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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, 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, the company acquired KES, Inc. and subsidiaries (KES).
KES owned, directly or indirectly, 100% of the outstanding capital stock of
DPMG, Inc., Landmark Hellas, Inc., Delos Partners, Inc. and OTP, Inc., whose
primary assets consist of real estate and golf and real estate management and
development contracts having a net fair value of approximately $5.4 million.
The principal shareholder of the company held a minority ownership position in
KES. The shareholders of KES received a total of 2,699,958 shares of the $.50
par value common stock of the company, which shares were previously held as
treasury stock. Because of the limited market for the companys common stock,
the company recorded the transaction at the fair value of the net assets
acquired, the most reliable determinant of value available. KESs assets were
determined to have a fair value of approximately $7.5 million (book value of
approximately $1.1 million). The fair value of the liabilities were
approximately $2.1 million (approximately equal to the sellers carrying
value.) The purchase price of approximately $5.4 million was allocated among
the acquired assets and liabilities based on their respective estimated fair
values. 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 periods in 2004,
and not for the periods in 2003 prior to the companys acquisition date of
August 31, 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 and six months
ended June 30, 2004 and 2003: Three Months Ended June 30,
    
    Six Months Ended June 30,2004
    
    2003
    
    2004
    
    2003Revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss from continuing operations
    
    $
    (318,611
    )
    
    $
    (172,383
    )
    
    $
    (583,966
    )
    
    $
    (303,399
    )Net loss
    
    $
    (318,611
    )
    
    $
    (172,383
    )
    
    $
    (583,966
    )
    
    $
    (303,399
    )
 Effective June 30, 2004, KES, Inc., Landmark Hellas, Inc., Delos Partners,
Inc. and OTP, Inc. were merged into DPMG Inc. in a tax-free reorganization
under Internal Revenue Code Section 368. 8




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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. Weighted shares outstanding during the
respective periods reported reflect approximately 2.7 million treasury shares
reissued to the KES shareholders in August 2003. 3. Reclassifications Certain reclassifications have been made in the 2003 financial statements
to conform to the 2004 presentation. These changes had no effect on net
income. 4. Income Taxes No provision for income taxes is included in the Statements of Operations
since 2003 taxable income was offset by net operating losses carried over from
prior periods and the company experienced operating losses in 2004. 5. Pro Forma Financial Information As stated in Note 1, the accompanying statement of operations includes the
operations of KES and its subsidiaries in 2004. The following table shows how
the transaction might have affected the companys historical operating
statements if the transaction had been consummated at January 1, 2003. Pro Forma Operating Information
For the Six Months Ended June 30, 2003 Revenue
    
    $
    1,357,985Operating (loss)
    
    $
    (585,881
    )Net income
    
    $
    667,253Basic earnings per share
    
    $
    .09
 Additional pro forma financial information is available in the amendment to the
companys Form 8-K originally filed with the Securities and Exchange Commission
on September 7, 2003 and amended on November 7, 2003. 9




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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
real estate and golf management operations and is pursuing additional
management opportunities, primarily in Spain and Portugal. The company is also
pursuing investment opportunities in U.S. golf-related real estate projects and
is currently in discussions regarding the purchase of a project near South
Padre Island, Texas which is currently under the companys management. No
definitive agreement has yet been reached on such purchase. Barring future investments requiring significant cash or other unforeseen
circumstances, the company will not require additional cash to maintain its
current operations for the next twelve months. 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, the company does not
expect any significant changes in the number of employees or any material
purchase or sale of property or equipment. However, in the event the company
were to acquire a golf course or other real estate operation, additional
employees would be required to manage such investment. 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. The downturn in the
golf business over the last several years has adversely affected the ability of
many golf operations to satisfy its cash flow requirements and, as a result
thereof, the company has accrued management fees receivable from a number of
its golf management operations. While the company feels that these receivables
are collectible, there can be no assurance that such fees will be paid in full. The Company has had active operations for less than a year. Since most of
the investment opportunities which the company is pursuing generally take
multi-year periods to mature and generate revenue, the company is currently
exploring a number of ways to generate short-term fee income in order to
support its current operational costs. One source of potential fee income
involves the management of distressed golf properties on behalf of lenders and
servicers. The company believes that the oversupply of golf courses and
general downturn in the golf business should generate a growing business in
this area over the next several years and the company feels that it has the
resources to successfully compete for such business, however, there are no
assurances the company will generate any significant revenue from such
management agreements. 
 Item 3. Controls and Procedures The company maintains a system of disclosure controls and procedures that
is designed to ensure that 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. 10




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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 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
and other damages arising from work performed on a proposed golf development
project on the island of Barbados. Since the filing of the action, the company
and the defendants in such action have been in discussions regarding the timing
and form of payment of these claims. During the second quarter of 2004, the
company was not involved in any other material litigation. 
 Items 2 through 5 of this report on Form 10-QSB are not applicable. 
 Item 6. Exhibits (a)
    
    Exhibits:Exhibit 31.1
    
    Section 302 CertificationExhibit 31.2
    
    Section 302 CertificationExhibit 32.1
    
    Section 906 CertificationExhibit 32.2
    
    Section 906 Certification
 Signatures and Certifications of the Chief Executive Officer and the Chief
Financial Officer of the Company 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. 11




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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 11, 2004
    LANDMARK LAND COMPANY, INC.(Registrant)By:
    /s/ GERALD G. BARTON

Gerald G. Barton
President and Chief Executive OfficerBy:
    /s/ JOE V. OLREE

Joe V. Olree
Vice President and Chief Financial Officer
 12




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LANDMARK LAND COMPANY, INC. FORM 10-QSB 
 EXHIBIT INDEX ExhibitNumber31.1
    
    Section 302 Certification of Gerald G. Barton.31.2
    
    Section 302 Certification of Joe V. Olree32.1
    
    Section 906 Certification of Gerald G. Barton.32.2
    
    Section 906 Certification of Joe V. Olree