##### 



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 1934                    
|      |  | For the quarterly period ended: March 31, 2003                                                       
|     
|[   ] |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                                      
|      |  | For the transition period from ____________________________________
to ______________________________

Commission file number:
_________________________________________

Landmark Land Company,
Inc.
(Exact name of small business issuer as specified in its charter)

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date:
4,715,750 shares of common stock, $0.50 par value per share as of March 31,
2003.

1



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##### 



Landmark Land Company, Inc.

INDEX TO QUARTERLY REPORT ON FORM 10-QSB
QUARTER ENDED MARCH 31, 2003

|        |                                                  |                                                           |  |    |        |      |  | 
|------- | ------------------------------------------------ | --------------------------------------------------------- |  | -- | ------ | ---- |  | 
|        |                                                  |                                                           |  |    |        | Page
|PART I  | FINANCIAL INFORMATION                            |                                                           |  |    | Number
|        |                                                  |                                                           |  |   
|       
|        | Item 1.                                          | Consolidated Financial Statements:                        |  |    |        |     
|       
|        |                                                  | Condensed Consolidated Balance Sheet as of March 31, 2003 |  |    | 3      |     
|       
|        |                                                  | Condensed Consolidated Statements of Operations for the   |  |    |        |     
|        |                                                  | three months ended March 31, 2003 and 2002                |  |    | 4      |     
|       
|        |                                                  | Condensed Consolidated Statements of Cash Flows for the   |  |    |        |     
|        |                                                  | three months ended March 31, 2003 and 2002                |  |    | 5      |     
|       
|        |                                                  | Notes to Condensed Consolidated Financial Statements      |  |    | 6      |     
|       
|        | Item 2.                                          | Plan of Operation                                         |  |    | 7      |     
|       
|        | Item 3.                                          | Controls and Procedures                                   |  |    | 7      |     
|       
|PART II | OTHER INFORMATION                                |                                                           |  |    |       
|       
|        | Item 1.                                          | Legal Proceedings                                         |  |    | 8      |     
|       
|        | Item 2.                                          | Changes in Securities                                     |  |    | 8      |     
|       
|        | Item 3.                                          | Defaults Upon Senior Securities                           |  |    | 8      |     
|       
|        | Item 4.                                          | Submission of Matters to Vote of Security Holders         |  |    | 8      |     
|       
|        | Item 5.                                          | Other Information                                         |  |    | 8      |     
|       
|        | Item 6.                                          | Exhibits and Reports on Form 8-K                          |  |    | 9      |     
|       
|        | Signatures                                       |                                                           |  | 10 |       
|        | Section 302 Certifications                       |                                                           |  | 11 |       
|        | Exhibit Index                                    |                                                           |  |    |       
|        | First Amendment to Business Operations Agreement |                                                           |  |    |       
|        | Section 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.

2



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##### 



PART I  FINANCIAL INFORMATION.

Item 1. Financial Statements

Landmark Land Company, Inc.
Condensed Consolidated Balance Sheet

|                                                                                                                             |                                        |             |                |           | 
|---------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ----------- | -------------- | --------- | 
|                                                                                                                             |                                        |             | March 31, 2003
|ASSETS:                                                                                                                      |                                        | (unaudited)
|                                                                                                                             |                                        |            
|Current assets:                                                                                                              |                                        |             |                |          
|                                                                                                                             | Cash                                   |             | $              | 4,039,383 | 
|                                                                                                                             | Investment in unconsolidated affiliate |             |                | 20,349    | 
|                                                                                                                             | Related party accounts receivable      |             |                | 463       | 
|                                                                                                                             | Other current assets                   |             |                | 5,000     | 
|                                                                                                                             |                                        |             |                |          
|Total assets                                                                                                                 |                                        | $           | 4,065,195      |          
|                                                                                                                             |                                        |             |                |          
|LIABILITIES AND STOCKHOLDERS EQUITY:                                                                                        |                                        |             |                |          
|Current liabilities:                                                                                                         |                                        |             |                |          
|                                                                                                                             | Accounts payable                       |             | $              | 8,357     | 
|                                                                                                                             | Payable to unconsolidated affiliates   |             |                | 24,316    | 
|                                                                                                                             | Accrued expenses                       |             |                | 532,520   | 
|                                                                                                                             |                                        |             |                |          
|Total liabilities                                                                                                            |                                        |             | 565,193        |          
|                                                                                                                             |                                        |             |                |          
|Stockholders equity:                                                                                                        |                                        |             |                |          
|Common stock, $0.50 par value per share, 20,000,000 shares
authorized, 8,804,468 shares issued, 4,715,750 shares
outstanding |                                        |             | 4,402,234      |          
|Additional paid in capital                                                                                                   |                                        |             | 27,130,253     |          
|Accumulated deficit                                                                                                          |                                        |             | (24,496,353    | )        
|Treasury stock  at cost; 4,088,718 shares                                                                                   |                                        |             | (3,536,132     | )        
|                                                                                                                             |                                        |             |                |          
|Total stockholders equity                                                                                                   |                                        |             | 3,500,002      |          
|                                                                                                                             |                                        |             |                |          
|Total liabilities and stockholders equity                                                                                   |                                        | $           | 4,065,195      |          
|                                                                                                                             |                                        |             |                |          

3



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##### 



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

|                                            |                                            |   |                 |         |      |   |           |         | 
|------------------------------------------- | ------------------------------------------ | - | --------------- | ------- | ---- | - | --------- | ------- | 
|                                            |                                            |   | Three Months   
|                                            |                                            |   | Ended March 31,
|                                            |                                            |   |                
|                                            |                                            |   | 2003            |         | 2002
|                                            |                                            |   |                 |         |     
|Expenses:                                   |                                            |   |                 |         |      |   |           |        
|                                            | General and administrative                 |   | $               | 167,449 |      |   | $         | 59,500  | 
|                                            | Professional fees                          |   |                 | 73,154  |      |   |           |        | 
|                                            | Interest expense                           |   |                 |        |      |   |           | 173,500 | 
|                                            |                                            |   |                 |         |      |   |           |        
|                                            | Total expenses                             |   |                 | 240,603 |      |   |           | 233,000 | 
|                                            |                                            |   |                 |         |      |   |           |        
|Loss from operations                        |                                            |   | (240,603        | )       |      |   | (233,000  | )      
|                                            |                                            |   |                 |         |      |   |           |        
|Other income (loss):                        |                                            |   |                 |         |      |   |           |        
|                                            | Equity in loss of unconsolidated affiliate |   |                 | (75,638 | )    |   |           |        | 
|                                            | Interest income                            |   |                 | 15,272  |      |   |           |        | 
|                                            |                                            |   |                 |         |      |   |           |        
|                                            | Total                                      |   |                 | (60,366 | )    |   |           |         | 
|                                            |                                            |   |                 |         |      |   |           |        
|Loss before provision for income taxes      |                                            |   | (300,969        | )       |      |   | (233,000  | )      
|                                           
|Provision for income taxes                  |                                            |   |                |         |      |   |          |        
|                                            |                                            |   |                 |         |      |   |           |        
|Net income (loss)                           |                                            | $ | (300,969        | )       |      | $ | (233,000  | )      
|                                           
|Basic earnings (loss) per share (1)         |                                            | $ | (.06            | )       |      | $ | (.03      | )      
|                                            |                                            |   |                 |         |      |   |           |        
|Basic weighted average shares outstanding   |                                            |   | 4,715,750       |         |      |   | 8,001,020 |        
|                                            |                                            |   |                 |         |      |   |           |        
|Diluted loss per share * (1)                |                                            | $ | (.06            | )       |      | $ | (.03      | )      
|                                            |                                            |   |                 |         |      |   |           |        
|Diluted weighted average shares outstanding |                                            |   | 4,715,750       |         |      |   | 8,001,020 |        
|                                            |                                            |   |                 |         |      |   |           |        

|(1) |  | The $(233,000) loss for the three months ended March 31, 2002 was
incorrectly reported as a loss of $(.29) per share in the March 31, 2002
Form 10-QSB filed on February 4, 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

The accompanying notes are an integral part of these financial statements

4



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##### 



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

|                                                                                      |                           |                                        |           |                              |         |      |            |            |            |  
|------------------------------------------------------------------------------------- | ------------------------- | -------------------------------------- | --------- | ---------------------------- | ------- | ---- | ---------- | ---------- | ---------- | -
|                                                                                      |                           |                                        |           | Three months ended March 31,
|                                                                                      |                           |                                        |           |                             
|                                                                                      |                           |                                        |           | 2003                         |         | 2002
|                                                                                      |                           |                                        |           |                              |         |     
|Operating activities                                                                  |                           |                                        |           |                              |         |      |            |           
|Net loss                                                                              |                           | $                                      | (300,969  | )                            |         | $    | (233,000   | )         
|                                                                                     
|Adjustments to reconcile net loss to cash
provided by (used in) operating activities: |                           |                                        |           |                              |         |      |            |           
|Equity in loss of unconsolidated affiliate                                            |                           |                                        | 75,638    |                              |         |      |           |           
|Changes in assets and liabilities:                                                    |                           |                                        |           |                              |         |      |            |           
|                                                                                      |                           | Accounts receivable                    |           |                              | (463    | )    |            |            |           |  
|                                                                                      |                           | Prepaid expenses                       |           |                              | 35,749  |      |            |            |           |  
|                                                                                      |                           | Lawsuit proceeds receivable            |           |                              |        |      |            |            | 21,458,600 |  
|                                                                                      |                           | Interest payable                       |           |                              |        |      |            |            | (1,609,000 | )
|                                                                                      |                           | Contingent legal fees payable          |           |                              |        |      |            |            | (2,711,700 | )
|                                                                                      |                           | Accounts payable and accrued expenses  |           |                              | (30,205 | )    |            |            | (1,269,300 | )
|                                                                                      |                           |                                        |           |                              |         |      |            |           
|Cash provided by (used in) operating activities                                       |                           |                                        | (220,250  | )                            |         |      | 15,635,600 |           
|                                                                                      |                           |                                        |           |                              |         |      |            |           
|Investing activities                                                                  |                           |                                        |           |                              |         |      |            |           
|                                                                                      |                           | Investment in unconsolidated affiliate |           |                              | (95,987 | )    |            |            |           |  
|                                                                                      |                           |                                        |           |                              |         |      |            |           
|Financing activities                                                                  |                           |                                        |           |                              |         |      |            |           
|                                                                                      | Payments on notes payable |                                        |           |                             |         |      |            | (2,567,200 | )         
|                                                                                      |                           |                                        |           |                              |         |      |            |           
|Net increase (decrease) in cash                                                       |                           |                                        | (316,237  | )                            |         |      | 13,068,400 |           
|Cash and cash equivalents at beginning of period                                      |                           |                                        | 4,355,620 |                              |         |      | 7,200      |           
|                                                                                      |                           |                                        |           |                              |         |      |            |           
|Cash and cash equivalents at end of period                                            |                           | $                                      | 4,039,383 |                              |         | $    | 13,075,600 |           
|                                                                                      |                           |                                        |           |                              |         |      |            |           

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

5



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##### 



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

1. Basis Of Presentation

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for condensed interim
financial information and with the instructions to Form 10-QSB and Item 310 of
Regulation S-B promulgated by the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of those of a
normal recurring nature) considered necessary for a fair presentation have been
included. Operating results for the three-month period ended
March 31, 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 Part II, Item 5 of this Form 10-QSB. 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 assets 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.

6



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##### 



Item 2. Plan of Operation

During 1991, the OTS 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. 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. 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
(see Part II, Item 5 below) 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 immediately following the Signatures section of this report
there is a form of certification by the companys Chief Executive Officer and
Chief Financial Officer. The form of certification is required in accordance
with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certification). This section of the report that you are currently reading is
the information concerning the Controls Evaluation referred to in the Section
302 Certifications, and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.

7



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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

See the annual report on Form 10-KSB for the period ended December 31,
2002 for a discussion of pending legal proceedings.

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

Item 5. Other Information.

Effective April 1, 2003, the company amended the Business Operations
Agreement with DPMG, Inc. (d.b.a. Landmark National). The Business Operations
Agreement, which is attached as an Exhibit to the companys Form 10-KSB for the
period ending December 31, 2001, sets forth the terms and conditions under
which Landmark National performs administrative and management services for the
company. The amendments are summarized as follows:

(i)  The monthly fee was raised from $50,000 to $75,000,

(ii)  The termination notice provisions were effectively increased from 30
days to 90 days, and

(iii)  The company is now required to deposit with Landmark National a sum
equal to three times the monthly fee, which sum would be held by Landmark
National as security and applied by Landmark National to the last three months
of fees due under the agreement.

8



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##### 



These amendments, which were approved by the independent directors of the
company, were a direct result of the significant increase in time and money
expended by Landmark National on behalf of the company pursuant to the
agreement. The bulk of this activity involved the pursuit of golf development
projects in Spain, Portugal and other resort areas in the Caribbean and Europe.
A copy of the First Amendment to Business Operations Agreement is attached
hereto as Exhibit 10. Fees paid under this agreement totaled $150,000 for the
quarter ended March 31, 2003.

In February, 2003, the company formed a new Delaware corporation, Landmark
of Spain, Inc. In March, 2003, Landmark of Spain, Inc. and a local Spanish
entity formed a new Spanish company, Landmark Developments of Spain, S.L., to
pursue real estate development opportunities in Spain and Portugal. Landmark
of Spain, Inc. has committed to fund 50% of the business pursuit and operation
costs of this new Spanish entity for a period of two years. In March, 2003,
Landmark Developments of Spain, S.L. entered into a twelve-month agreement with
Landmark National to perform certain planning and development services for
identified and potential projects in Spain and Portugal.

Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits:    |                                                 
| | --- |  | ------------ | ------------------------------------------------
|
| |     |  | Exhibit 10.  | First Amendment to Business Operations Agreement
|
| |     |  | Exhibit 99.1 | Section 906 Certification                       
|
| |     |  | Exhibit 99.2 | Section 906 Certification                       

(b)        Reports on Form 8-K. During May, 2003, the company filed a Form 8-K
with reference to a change in the companys certifying accountant. The report
stated that Moss Adams LLP had been replaced by Aronson & Company as the
principal accountant to audit the companys 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
separate Certifications of the Chief Executive Officer and the Chief Financial
Officer of the company.

The first form of Certification is required by Rule 13a-14 under the
Securities Exchange Act of 1934 in accordance with Section 302 of the
Sarbanes-Oxley Act of 2002 (the Section 302 Certification). The Section 302
Certification includes references to an evaluation of the effectiveness of the
design and operation of the companys disclosure controls and procedures and
its internal controls and procedures for financial reporting. Item 3 of Part
I of this report (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 Board of
Directors (the company currently has no Audit Committee) and independent
auditors with regard to deficiencies in internal controls and fraud (Item 5 of
the Section 302 Certification) and related matters (Item 6 of the Section 302
Certification).

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

9



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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: May 15, 2003 | LANDMARK LAND COMPANY, INC.
                            (Registrant)
|------------------ | --------------------------------------------------------------------



| | By:   /s/ GERALD G.
BARTON
         Gerald G. Barton
         President and Chief Executive Officer
| | ---------------------------------------------------------------------------------------------------



| | By:   /s/ JOE V.
OLREE
         Joe V. Olree
         Vice President and Chief Financial Officer
| | ------------------------------------------------------------------------------------------------

10



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##### 



SECTION 302 CERTIFICATION

I, Gerald G. Barton , certify that:



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



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



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



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



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



|Date: May 15, 2003 | /s/ GERALD G.
BARTON
Gerald G. Barton
President and Chief Executive Officer
|------------------ | ---------------------------------------------------------------------------

11



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##### 



SECTION 302 CERTIFICATION

I, Joe V. Olree , certify that:



|5. |  | I have reviewed this quarterly report on Form 10-QSB of Landmark Land
Company, Inc.;                                                                                                                                                                                                                                          
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|7. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|8. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14)
for the registrant and we have:                                                                             



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



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



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



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



|Date: May 15, 2003 | /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

|        |  |                                                 
|------- |  | ------------------------------------------------
|Exhibit
|Number  |  |                                                 
|        |  |                                                 
|10      |  | First Amendment to Business Operations Agreement
|       
|99.1    |  | Section 906 Certification of Gerald G. Barton.  
|       
|99.2    |  | Section 906 Certification of Joe V. Olree.