LMR Land 10QSB 2005 Q3 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended
September 30, 2005

[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From _____ to ____

Commission file number 33-11396-A

      LMR LAND COMPANY, LTD..      (Exact name of registrant as specified in its charter)

Tennessee (State or other jurisdiction of incorporation or organization)	62-1299384 (IRS Employer Identification Number)
3310 West End Avenue, Suite 490 Nashville, Tennessee 37203 (Address of principal executive offices)

(615) 292-1040
(Registrant's telephone number, including area code)

NOT APPLICABLE
(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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [ X ]

As of November 14, 2005, there were 7,500 outstanding Units of Limited Partnership Interest.

Transitional Small Business Disclosure Format

Yes [ ] No [ X ]

LMR LAND COMPANY, LTD.
(A Tennessee Limited Partnership)

INDEX

FINANCIAL STATEMENTS
For The Nine Months Ending September 30, 2005 and 2004
(Unaudited)

PART I. Financial information
	Item 1. Financial Statements
			Balance Sheets as of September 30, 2005 and December 31, 2004
			Statements of Operations for the three and nine months ending September 30, 2005 and 2004
			Statements of Cash Flows for the nine months ending September 30, 2005 and 2004
			Notes to Financial Statements for the nine months ending September 30, 2005 and 2004
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
		Item 3. Controls and procedures
PART II. OTHER INFORMATION
	Item 6. Exhibits
	Signatures

LMR LAND COMPANY, LTD.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)

		September 30, 2005		December 31, 2004
Assets
Cash	$	393,109	$	332,428
Restricted cash		23,996		0
Land and improvements held for sale		32,330		639,730
Total assets	$	449,435	$	972,158
Liabilities and Partners' Equity
Commissions payable	$	152,675	$	0
Accounts payable		14,727		21,736
Property taxes payable		11,886		0
Total liabilities		179,288		21,736
Partners' equity:
Limited partners, 7,500 units outstanding		270,147		950,422
Total partners' equity		270,147		950,422
Total liabilities and partners' equity	$	449,435	$	972,158

See accompanying notes to financial statements.

LMR LAND COMPANY, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)

	Three months ended						Nine months ended
		September 30,						September 30,
		2005			2004			2005			2004
Revenue:
Land sales:
Sale proceeds	$	0		$	275,000		$	3,146,910		$	275,000
Cost of land and improvements		0			(106,077	)		(607,400	)		(106,077	)
Closing costs		0			(32,817	)		(348,222	)		(32,817	)
Gain (loss) on sale		0			136,106			2,191,288			136,106
Interest income		596			662			1,744			1,064
Total revenues		596			136,768			2,193,032			137,170
Expenses:
Property taxes		7,500			6,978			22,680			24,639
Management fees		3,500			3,500			10,500			10,500
Legal and accounting fees		6,409			7,825			20,329			22,971
General and administrative expenses		2,123			1,425			7,298			11,076
Total expenses		19,532			19,728			60,807			69,186
Net (loss) income	$	(18,936	)	$	117,040		$	2,132,225		$	67,984
Net (loss) income per limited partner unit	$	(2.52	)	$	15.60		$	284.30		$	9.06
Limited partner units outstanding		7,500			7,500			7,500			7,500

See accompanying notes to financial statements.

LMR LAND COMPANY, LTD.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)

		For the nine months ended September 30,
		2005			2004
Cash flows from operating activities:
Net income	$	2,132,225		$	67,984
Adjustments to reconcile net income to net cash from operating activities:
Increase in restricted cash		(23,996	)		--
Gain on sale of land and improvements		(2,191,288	)		(136,106	)
Proceeds from sale of land and improvements		2,798,688			242,183
Cost of land purchased					(15,762)
Increase in property taxes payable		11,886			8,783
Increase (decrease) in accounts payable		145,666			(5,450	)
Net cash from operating activities		2,873,181			161,632
Cash flows from financing activites
Cash distribution to limited partners		(2,812,500	)		--
Net cash from financing activities		(2,812,500	)		--
Net increase in cash		60,681			161,632
Cash at beginning of period		332,428			224,350
Cash at end of period	$	393,109		$	385,982

See accompanying notes to financial statements.

LMR LAND COMPANY, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ending September 30, 2005 and 2004
(Unaudited)

A. Accounting Policies

The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the financial statements and notes thereto included in the Partnership's Form 10-K for the year ended December 31, 2004.  In the opinion of management, such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to summarize fairly the Partnership's financial position and results of operations. The results of operations for the nine-month period ending September 30, 2005 may not be indicative of the results that may be expected for the year ending December 31, 2005. 

B. Related Party Transactions

The General Partner and its affiliates have been actively involved in managing the Partnership's operations. Compensation earned for these services in the first nine months were as follows:

	2005	2004
Management fees	$10,500	$10,500
Accounting fees	$13,693	$12,768

C. Comprehensive Income

During the nine-month periods ending September 30, 2005 and 2004, the Partnership had no components of other comprehensive  income (loss). Accordingly, comprehensive income (loss) for each of the periods was the same as net income (loss).

4. Impairment

Land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the estimated Fair Value.

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations for the quarter ending September 30, 2005.

During the nine months ending September 30, 2005, the Registrant sold 24 acres for gross proceeds of approximately $3.1 million. Cash distributions were made to the partners of approximately $2.8 million or $375 per limited partner unit. The Registrant has 1.3 acres remaining for sale.

During the third quarter of 2004, the Registrant sold approximately 8 acres for $275,000. Other than sales, overall operations of the Registrant have not changed significantly from the quarter ending September 30, 2004.

Financial Condition and Liquidity

At October 30, 2005, the Registrant had approximately $283,142 cash. These funds are expected to be sufficient to fund operations through 2005.

Critical Accounting Policies

Land and improvements held for sale are reported at the lower of the carrying value or estimated fair value less estimated costs to sell (Fair Value). To determine the Fair Value, management estimates the future discounted net cash flows using a discount rate commensurate with the risk associated with the property. If this land is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated Fair Value. Inherent in the calculation of future discounted net cash flows are certain significant management judgments and estimates including, among others, liquidation period, discount rate, selling price, and costs to sell, which significantly impact the estimated Fair Value.

Contractual Obligations and Commitments

At September 30, 2005, the Partnership had no capital lease obligations, operating leases, unconditional purchase obligations or other long term obligations. The Partnership does not enter into derivative transactions. Further, the Partnership does not have lines of credit, guarantees, or other commercial commitments. At September 30, 2005, the Partnership had restricted cash balances of $23,996. This restricted cash is held for payment of 2005 property taxes and will be released when taxes are due and paid. Partnership may borrow from the General Partner in order to meet cash flow needs and may have amounts payable to the General Partner for management fees or other services. At September 30, 2005 and December 31, 2004, the Partnership had no borrowings from the General Partner. Transactions with the General Partner and affiliates are discussed in Note B to the financial statements.

Item 3. Controls and procedures

The Registrant maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures as of September 30, 2005, the President and Vice president of General Partner of the Registrant concluded that the Registrant's disclosure controls and procedures were adequate.

There have been no significant changes in the Registrant's internal controls.

PART II. OTHER INFORMATION

Item 6. Exhibits

Description

Exhibit

Number

(b) The Registrant has not filed a Form 8-K during the nine-month period ending September 30, 2005.

LMR LAND COMPANY, LTD.
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
CERTIFICATE OF CHIEF EXECUTIVE OFFICER

I, Steven D. Ezell, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of LMR Land Company, Ltd.
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) for the registrant and have;

1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of September 30, 2005; and
3. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

1. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function);

1. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

	LMR Land Company, Ltd.
		By:	222 LMR, Ltd.
			General Partner
			By:	222 PARTNERS, INC.
				general partner
Date: November 14, 2005				By:	Steven D. Ezell
					President

LMR LAND COMPANY, LTD.
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
CERTIFICATE OF CHIEF FINANCIAL OFFICER

I, Michael A. Hartley, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of LMR Land Company, Ltd.
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) for the registrant and have;
1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of September 30, 2005, and
3. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function);
1. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant' internal controls over financial reporting.

	LMR Land Company, Ltd.
	By:	222 LMR, Ltd.
		General Partner
		By:	222 PARTNERS, INC.
			general partner
Date: November 14, 2005			By:	Michael A. Hartley
				Vice President

LMR LAND COMPANY, LTD.
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of LMR Land Company, Ltd. on Form 10-QSB for the quarter ending September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

• The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

• Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	LMR Land Company, Ltd.
		By:	222 LMR, Ltd.
			General Partner
			By:	222 PARTNERS, INC.
				general partner
Date: November 14, 2005				By:	Steven D. Ezell
					President

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of LMR Land Company, Ltd. on Form 10-QSB for the quarter ending September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

• The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

• Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	LMR Land Company, Ltd.
		By:	222 LMR, Ltd.
			General Partner
			By:	222 PARTNERS, INC.
				general partner
Date: November 14, 2005				By:	Michael A. Hartley
					Vice President

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.

			LMR LAND COMPANY, LTD.
			By: 222 LMR, Ltd.
			General Partner
			By: 222 Partners, Inc.
			General Partner
DATE: November 14, 2005			By: /s/Steven D. Ezell
	President and Chief Executive Officer
DATE: November 14, 2005			By: /s/Michael A. Hartley
		Vice President and Chief Financial Officer