LANDMARK
LAND COMPANY, INC.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
April 2,
2010
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LANDMARK LAND COMPANY,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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0001-08755
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77-0024129
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2817 Crain Highway, Upper Marlboro, Maryland
20774
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(Address
of principal executive offices)
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(301) 574-3330
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(Registrant’s
telephone number, including area code)
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Not Applicable
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 - Entry into a Material Definitive Agreement
On April
2, 2010, the Board of Directors of Landmark Land Company, Inc. (the “Company”)
approved an agreement with Claudia Holliman, a former director of the Company
and the owner of 20,000 shares of Non-Voting Preferred Stock, Series C,
(preferred stock) in the Company, whereby Ms. Holliman would exchange such
shares, together with US$1,000,000, for 1 ordinary share, par value US$1.00, of
LML Caribbean, Ltd. (“LML Caribbean”), together with a receivable from LML
Caribbean to the Company with a current balance of US$401,745. The 1
share of LML Caribbean represents 10% of the Company’s interest in LML
Caribbean, an entity which owns 33-1/3% of the Apes Hill golf/residential
project in Barbados. The preferred stock of the Company which is
being exchanged in this transaction represents the entirety of the outstanding
preferred stock in the Company and will be retired. The additional
US$1,000,000 payment will be used by the Company to fund payables and on-going
operations.
Item
8.01 – Other Events
On March 30, 2010, the Company filed a
Form 12b-25 requesting an automatic extension for filing its Annual Report on
Form 10K for the fiscal year ended December 31, 2009. The Company
further stated in the referenced filing that the Company does not expect to file
its annual report on Form 10K for the fiscal year ended December 31, 2009 (“Form
10K”) on a timely basis. The Company’s inability to file at this time
is due to cash flow difficulties that have prevented performance of necessary
audit work for the year ended December 31, 2009. Although the Company
is currently seeking to resolve its cash flow issues, the Company does not
anticipate receiving sufficient cash flow to allow for the completion of an
audit in time to file by April 15, 2010.
The Company anticipates, based on the
information currently available to it, that results of operations for the year
ended December 31, 2009 will be significantly worse than those for the last
fiscal year due to prevailing economic conditions during the 2009 calendar year
and the lack of real estate sales at its development projects. The
Company reported a net loss of $4,400,000 for the nine months ended September
30, 2009 in its Form 10Q filed on November 13, 2009 and anticipates reporting an
additional loss for the 3 months ended December 31, 2009.
Item
9.01 - Financial Statements and Exhibits
(d)
Exhibits
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10
– Stockholder Agreement between Landmark Land Company, Inc. and Claudia
Holliman.
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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, hereunto
duly authorized.
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LANDMARK
LAND COMPANY, INC.
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Dated: April
7, 2010
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By:
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/s/
JOE V. OLREE
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Joe
V. Olree
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Senior
Vice President
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INDEX
TO EXHIBITS
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Exhibit Number
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Description
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10
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Stockholder
Agreement between Landmark Land Company, Inc. and Claudia
Holliman
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