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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: September 30, 2005
 o
    
    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.
  Delaware
    
    77-0024129(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)
 2817
Crain Highway, Upper Marlboro, Maryland 20774
  
 
  þ o þ o
 o þ
 APPLICABLE ONLY TO CORPORATE ISSUERS
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Landmark Land Company, Inc.
 INDEX TO QUARTERLY REPORT ON FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 2005
 PageNumberPART I FINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements:
    
    
    3Condensed Consolidated Balance Sheet as of September 30, 2005
    
    
    4Condensed Consolidated Statements of Operations for the three months and
nine months ended September 30, 2005 and 2004, respectively
    
    
    6Condensed Consolidated Statement of Comprehensive Income (Loss) for the three
months and nine months ended September 30, 2005 and 2004, respectively
    
    
    7Condensed Consolidated Statements of Cash Flows for the nine months ended
September 30, 2005 and 2004, respectively
    
    
    8Notes to Condensed Consolidated Financial Statements
    
    
    9Item 2.Managements Discussion and Analysis
    
    
    11Item 3.Controls and Procedures
    
    
    14PART II OTHER INFORMATIONItem 1.Legal Proceedings
    
    
    14Item 2.Unregistered Sale of Equity Securities and Use of Proceeds
    
    
    14Item 3.Defaults Upon Senior Securities
    
    
    14Item 4.Submission of Matters to Vote of Security Holders
    
    
    14Item 5.Other Information
    
    
    14Item 6.Exhibits and Reports on Form 8-K
    
    
    15Signatures
    
    
    16Exhibit 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 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. Condensed Consolidated Financial Statements
 3




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Landmark Land Company, Inc.
 Condensed Consolidated Balance Sheet
 September 30, 2005
 (Unaudited)
 AssetsCurrent assetsCash and cash equivalents
    
    $
    3,239,488Accounts receivable
    
    
    203,000Receivable from affiliates, net of equity investment of ($61,366)
    
    
    134,496Receivable from employees
    
    
    3,987Inventories
    
    
    90,920Prepaid expenses and other current assets
    
    
    86,909Total current assets
    
    
    3,758,800Real estate and golf management contract rights acquiredContract rights acquired at cost, net of impairment
provision of $922,083
    
    
    3,843,504Less accumulated amortization
    
    
    (712,311
    )Real estate and golf management
contract rights acquired, net
    
    
    3,131,193Real EstateReal estate held for sale
    
    
    2,622,183Real estate held for or under development
    
    
    6,433,935Total real estate
    
    
    9,056,118Property and equipmentOperating property and equipment, at cost
    
    
    840,298Less accumulated depreciation
    
    
    (84,361
    )Property and equipment, net
    
    
    755,937Other assetsReimbursable pre-acquisition costs
    
    
    582,052Total other assets
    
    
    582,052Total assets
    
    $
    17,284,100
  4




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Landmark Land Company, Inc.
 Condensed Consolidated Balance Sheet
 September 30, 2005
 (Unaudited)
 Liabilities and Stockholders EquityCurrent liabilitiesCurrent portion of notes payable to others
    
    $
    3,136,042Current portion of liabilities to affiliates
    
    
    1,192,074Accounts payable and accrued expenses
    
    
    215,302Accrued payroll and related expenses
    
    
    213,318Accrued interest due affiliates
    
    
    682,815Accrued interest due others
    
    
    148,911Dividends payable on common stock
    
    
    575,469Other liabilities and deferred credits
    
    
    90,921Deferred income tax liability
    
    
    260,000Real estate sales contract deposits
    
    
    1,089,581Total current liabilities
    
    
    7,604,433Notes payable to others, due after one year
    
    
    3,475,146Total liabilities
    
    
    11,079,579Stockholders equityCommon stock, $.50 par value; 20,000,000 shares
authorized; 8,804,468 shares issued;
7,668,255 shares outstanding
    
    
    4,402,234Additional paid-in capital
    
    
    30,190,861Treasury stock, at cost, 1,136,213 shares
    
    
    (1,136,213
    )Accumulated deficit
    
    
    (27,214,664
    )Accumulated other comprehensive loss
    
    
    (37,697
    )Total stockholders equity
    
    
    6,204,521Total liabilities and stockholders equity
    
    $
    17,284,100
  5




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Landmark Land Company, Inc.
 Condensed
Consolidated Statements of Operations
 (Unaudited)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004RevenueReal estate sales
    
    $
    4,622,760
    
    
    $
    
    
    
    $
    12,064,125
    
    
    $
    Golf course revenue
    
    $
    275,355
    
    
    
    
    
    
    
    960,449
    
    
    
    Golf merchandise sales
    
    $
    64,373
    
    
    
    
    
    
    
    194,260
    
    
    
    Food and beverage sales
    
    $
    39,943
    
    
    
    
    
    
    
    116,150
    
    
    
    Management and consulting fees
    
    $
    414,573
    
    
    
    690,476
    
    
    
    1,756,177
    
    
    
    2,081,255Reimbursement of out-of-pocket expenses
    
    $
    108,190
    
    
    
    157,388
    
    
    
    408,076
    
    
    
    383,851Total revenues
    
    
    5,525,194
    
    
    
    847,864
    
    
    
    15,499,237
    
    
    
    2,465,106Costs of revenueCost of real estate sold
    
    
    2,718,067
    
    
    
    
    
    
    
    8,276,164
    
    
    
    Real estate operating expenses
    
    
    253,351
    
    
    
    
    
    
    
    876,588
    
    
    
    Cost of golf merchandise sold
    
    
    41,026
    
    
    
    
    
    
    
    115,631
    
    
    
    Cost of food and beverage sold
    
    
    20,627
    
    
    
    
    
    
    
    61,435
    
    
    
    Golf operating expenses
    
    
    345,339
    
    
    
    
    
    
    
    1,025,474
    
    
    
    Out-of-pocket expenses
    
    
    108,190
    
    
    
    157,388
    
    
    
    408,076
    
    
    
    383,851Management
and consulting payroll and related expenses
    
    
    707,010
    
    
    
    658,143
    
    
    
    2,259,382
    
    
    
    2,048,254Depreciation and amortization
    
    
    106,994
    
    
    
    124,131
    
    
    
    393,319
    
    
    
    366,515Estimated impairment loss on contracts
    
    
    
    
    
    
    922,083
    
    
    
    
    
    
    
    922,083Total costs of revenue
    
    
    4,300,604
    
    
    
    1,861,745
    
    
    
    13,416,069
    
    
    
    3,720,703Operating income (loss)
    
    
    1,224,590
    
    
    
    (1,013,881
    )
    
    
    2,083,168
    
    
    
    (1,255,597
    )General, administrative and other expenses
    
    
    (137,896
    )
    
    
    (134,306
    )
    
    
    (480,388
    )
    
    
    (386,020
    )Other income (expenses)Equity in income (loss) of
unconsolidated affiliate
    
    
    16,224
    
    
    
    (225,940
    )
    
    
    (223,887
    )
    
    
    (517,923
    )Interest income
    
    
    5,725
    
    
    
    4,466
    
    
    
    8,587
    
    
    
    15,977Interest expense
    
    
    (114,460
    )
    
    
    (27,473
    )
    
    
    (316,858
    )
    
    
    (79,891
    )Total other income (expenses)
    
    
    (92,511
    )
    
    
    (248,947
    )
    
    
    (532,158
    )
    
    
    (581,837
    )Net income (loss) before income taxes
    
    
    994,183
    
    
    
    (1,397,134
    )
    
    
    1,070,622
    
    
    
    (2,223,454
    )Federal and state income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    994,183
    
    
    $
    (1,397,134
    )
    
    $
    1,070,622
    
    
    $
    (2,223,454
    )Basic income (loss) per common share
    
    $
    0.13
    
    
    $
    (0.19
    )
    
    $
    0.14
    
    
    $
    (0.30
    )Basic weighted average shares outstanding
    
    
    7,668,255
    
    
    
    7,415,708
    
    
    
    7,519,150
    
    
    
    7,415,708
 Diluted earnings per share are not shown as the company has no common stock equivalents.
  6




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Landmark Land Company, Inc.
 Condensed Consolidated Statements of Comprehensive Income (Loss)
 (Unaudited)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    

2004Net income (loss)
    
    $
    994,183
    
    
    $
    (1,397,134
    )
    
    $
    1,070,622
    
    
    $
    (2,223,454
    )Other comprehensive income (loss)Foreign currency translation adjustments
    
    
    25,137
    
    
    
    6,688
    
    
    
    (7,174
    )
    
    
    (96,846
    )Comprehensive income (loss)
    
    $
    1,019,320
    
    
    $
    (1,390,446
    )
    
    $
    1,063,448
    
    
    $
    (2,320,300
    )
  7




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Landmark Land Company, Inc.
 Condensed Consolidated Statements of Cash Flows
 Nine months ended September 30, 2005 and 2004
 (Unaudited)
 2005
    
    
    2004Cash flows from operating activitiesNet income (loss) for the period
    
    $
    1,070,622
    
    
    $
    (2,223,454
    )Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:Depreciation and amortization
    
    
    393,319
    
    
    
    366,515Estimated impairment loss
    
    
    
    
    
    
    922,083Employee bonus paid in stock
    
    
    60,611
    
    
    
    Equity in loss of unconsolidated subsidiary
    
    
    223,887
    
    
    
    517,923(Increase) decrease inAccounts receivable
    
    
    107,537
    
    
    
    141,899Receivable from affiliates
    
    
    147,889
    
    
    
    (991,290
    )Inventories
    
    
    (20,060
    )
    
    
    Prepaid expenses and other assets
    
    
    (61,589
    )
    
    
    (49,283
    )Increase (decrease) inAccounts payable and accrued expenses
    
    
    (190,287
    )
    
    
    30,465Accrued payroll and related expenses
    
    
    60,268
    
    
    
    25,421Accrued interest
    
    
    69,028
    
    
    
    77,476Other liabilities and deferred credits
    
    
    2,359
    
    
    
    Real estate sales contract deposits
    
    
    452,867
    
    
    
    Net cash provided (used) by operating
activities
    
    
    2,316,451
    
    
    
    (1,182,245
    )Cash flows from investing activitiesPurchase of property and equipment
    
    
    (218,200
    )
    
    
    (2,310
    )Sale of property and equipment, net
    
    
    38,781
    
    
    
    Purchase and development of real estate inventory
    
    
    (7,848,706
    )
    
    
    Sale of real estate inventory
    
    
    8,389,731
    
    
    
    41,782Investment in unconsolidated affiliate
    
    
    
    
    
    
    (987,393
    )Net cash provided (used) by investing
activities
    
    
    361,606
    
    
    
    (947,921
    )Cash flows from financing activitiesProceeds from debt to others
    
    
    6,622,170
    
    
    
    Repayments on debt to others
    
    
    (7,644,657
    )
    
    
    Cash dividends paid on common stock
    
    
    (191,356
    )
    
    
    Net cash used by financing activities
    
    
    (1,213,843
    )
    
    
    Net increase (decrease) in cash during period
    
    
    1,464,214
    
    
    
    (2,130,166
    )Cash balance, beginning of period
    
    
    1,775,274
    
    
    
    3,221,564Cash balance, end of period
    
    $
    3,239,488
    
    
    $
    1,091,398Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    404,112
    
    
    $
    
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Landmark Land Company, Inc.
 Notes To Condensed Consolidated Financial Statements
 (Unaudited)
 1. Basis of Presentation
    Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004Revenue
    
    $
    873,640
    
    
    
    
    
    
    $
    2,843,141
    
    
    
    Gross profit
    
    $
    32,448
    
    
    
    
    
    
    $
    (447,774
    )
    
    
    Loss from continuing operations
    
    $
    32,488
    
    
    $
    (451,880
    )
    
    $
    (447,774
    )
    
    $
    (1,035,846
    )Net income (loss)
    
    $
    32,488
    
    
    $
    (451,880
    )
    
    $
    (447,774
    )
    
    $
    (1,035,846
    )
  2. Earnings Per Share
  9




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3. Reclassifications
  4. Income Taxes
  5. Pro Forma Financial Information
  
 Revenue
    
    $
    12,642,780Net loss
    
    $
    (584,499
    )Loss per share
    
    $
    (.08
    )
  6. Stockholders Equity
   10




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
 Overview
   Revenue
 Real estate sales .
 Golf
  Management and consulting
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Costs of Revenues
 Cost of real estate sold,
 Real estate operating expenses cost of real estate sold
 Cost of golf merchandise sold
 Golf operating expenses
 Management and consulting payroll and related expenses
 Depreciation and amortization
 General, administrative and other expenses
 General, administrative and other expenses
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Other income and expense
 Equity in loss of unconsolidated affiliate
 Interest expense
 Federal and state income taxes
  Net income
  Liquidity and capital resources
 Current assets
 Real estate and golf management contract rights
 Real estate
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Property and equipment .
 Liabilities
 Stockholders equity
  Item 3. Controls and Procedures
    PART II  OTHER INFORMATION
 Item 1. Legal Proceedings
  Items 2 through 5 of this report on Form 10-QSB are not applicable.
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Item 6. Exhibits
      Signatures and Certifications of the Chief Executive Officer and the Chief Financial Officer of the
Company
  15




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SIGNATURES
  Date: November 14, 2005
    
    
    
    LANDMARK LAND COMPANY, INC.(Registrant)By:
    
    /s/ GERALD G. BARTONGerald G. BartonChairman and Chief Executive OfficerBy:
    
    /s/ JOE V. OLREEJoe V. OlreeSenior Vice President andChief Financial Officer
 
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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