UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended July 31, 2012

[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period to __________

	Commission File Number: 333-147685

Landmark Energy Enterprise Inc.

(Exact name of small business issuer as specified in its charter)


Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1404 E Joppa Road, Towson, MD 21286

(Address of principal executive offices)

Phone: 443-956-2392

(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


[ ] Large accelerated filer Accelerated filer	[ ] Non-accelerated filer
[X] Smaller reporting company

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

[ ] Yes [ X ] No

As of September 19, 2012, there are 17,200,000 shares of common stock, par value $ 0.001 issued and outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

LANDMARK ENERGY ENTERPRISE INC

CONSOLIDATED BALANCE SHEETS

AS OF JULY 31, 2012 AND JANUARY 31, 2012


	July 31,	January 31,
	2012	2012
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$ 63,335	$ 19,466
Inventory	19,986	18,032
Notes receivable	177,603	177,603
Prepaid VAT tax	15,985	14,766
Other current assets	4,921	8,486
Total current assets	281,830	238,353

Property and equipment, net	28,089	33,026

Total assets	$ 309,919	$ 271,379

Liabilities and stockholders’ deficit
Current liabilities:
Accrued expenses	$ 856,156	$ 745,597
Due to officers	298,012	257,707
Advance from customer	118,166	23,865
Total current liabilities	1,272,334	1,027,169

Convertible notes payable to stockholders	480,000	480,000

Total liabilities	1,752,334	1,507,169

Commitments and contingencies	-	-

Stockholders’ deficit:
Preferred stock, $.001 par value, 10,000,000
shares authorized, 0 shares issued and outstanding	-	-
Common stock, $.001 par value, 90,000,000 shares
authorized, 17,200,000 shares issued and outstanding	17,200	17,200
Additional paid-in capital	41,800	41,800
Retained deficit	(1,502,274)	(1,295,415)
Accumulated other comprehensive income	859	625
Total stockholders’ deficit	(1,442,415)	(1,235,790)

Total liabilities and stockholders’ deficit	$ 309,919	$ 271,379

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

LANDMARK ENERGY ENTERPRISE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)


	For the Three Months Ended		For the Six Months Ended
	July 31,		July 31,
	2012	2011	2012	2011

Sales	$ -	$ -	$ -	$ -

Cost of sales	-	-	-	-

Gross profit	-	-	-	-

Operating expenses:
Selling, General and administrative expenses	107,402	103,025	206,859	252,245

Total operating expenses	107,402	103,025	206,859	252,245

Loss from operations	(107,402)	(103,025)	(206,859)	(252,245)

Provision for income taxes	-	-	-	-

Net loss	(107,402)	(103,025)	(206,859)	(252,245)

Other comprehensive loss
Foreign currency translation adjustment	278	-	234	-

Comprehensive loss	$ (107,124)	$ (103,025)	$ (206,625)	$ (252,245)

Loss per common share
Basic	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.01)
Diluted	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.01)

Weighted average number of common shares outstanding
Basic and diluted	17,200,000	17,200,000	17,200,000	17,200,000

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

LANDMARK ENERGY ENTERPRISE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Six Months Ended
	July 31,
	2012	2011
Cash flows from operating activities:
Net loss	$ (206,859)	$ (252,245)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation	4,601	1,475
Changes in current assets and current liabilities:
Inventory	(2,036)	(46,723)
Prepaid VAT tax	(1,286)	-
Prepaid expenses	-	(47,253)
Other current assets	3,543	(4,346)
Accrued expenses	110,568	140,188
Advance from customer	94,543	-
Total adjustments	209,933	43,341

Net cash used in operating activities	3,074	(208,904)

Cash flows from investing activities:
Acquisition of property and equipment	198	(36,608)
Investment deposit	-	30,773
Net cash provided by investing activities	198	(5,835)

Cash flows from financing activities:
Loan from unrelated party	-	179,861
Loans from officers	40,699	40,038
Net cash provided by financing activities	40,699	219,899

Effect of foreign currency translation on cash	-102	336

Net increase (decrease) in cash and cash equivalents	43,869	5,496

Cash and cash equivalents – beginning	19,466	7,939

Cash and cash equivalents – ending	$ 63,335	$ 13,435

Supplemental disclosure of cash flow information:
Cash paid for interest	$ -	$ -
Cash paid for income tax	$ -	$ -

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

LANDMARK ENERGY ENTERPRISE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Landmark Energy Enterprise, Inc. (formerly Reflex, Inc.) (“Landmark”) was incorporated in Nevada on October 4, 2007. The accompanying consolidated financial statements include the financial statements of Landmark and its subsidiaries (collectively, the “Company”). The Company’s primary business is to research and develop hydrogen and oxygen generation technologies, design, manufacture and sell hydrogen and oxygen generating machines and the related industrial and commercial applications.

On September 15, 2010, Landmark entered into a share/ownership transfer agreement to acquire 30% ownership of Dalian Aquarius Energy Technology U.S.A. Co., Ltd (“Aquarius”). However, the Share/Ownership Transfer Agreement was never closed and the shares of Aquarius have not been transferred to the Company.

On October 20, 2011, the Company adopted a resolution to change the Company's fiscal year end from October 31 to January 31.

On January 14, 2011, the Company prepared a rescission agreement and sent it to all parties to the share/ownership transfer agreement. Upon the execution of such rescission agreement, the share/ownership transfer agreement will be officially terminated and rescinded.

On July 26, 2010, the Company initiated the process of forming a wholly owned subsidiary, Dalian Landmark Energy Technology Co, Ltd (“Dalian Landmark”) in Dalian, the People’s Republic of China; and its registration process was completed on February 1, 2012.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Landmark and its wholly-owned subsidiary. All inter-company transactions and balances have been eliminated in consolidation. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) applicable to interim financial information and the requirements of Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.

In preparing the accompanying unaudited consolidated financial statements, the Company evaluated the period from July 31, 2012 through the date the financial statements were issued, for material subsequent events requiring recognition or disclosure. No such events were identified for this period.

INTERIM FINANCIAL STATEMENTS

These consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended January 31, 2012, as not all disclosures required by US GAAP for annual financial statements are presented. The interim consolidated financial statements follow the same accounting policies and methods of computations as the audited consolidated financial statements for the year ended January 31, 2012.

NOTE 3– INVENTORY

Inventory by major categories as of July 31, 2012 and January 31, 2012 is summarized as follows:


	July 31, 2012	January 31, 2012

Raw materials	$ 11,160	$ 9,167
Supplies	8,826	8,865
Total Inventory	$ 19,986	$ 18,032

NOTE 4– NOTES RECEIVABLE

The note receivable balance was $177,603 as of July 31, 2012 and January 31, 2012, respectively. On October 12, 2010, Landmark loaned $174,075 to Aquarius. The loan is unsecured, bears 1% interest and is payable on demand. On December 15, 2010, Landmark loaned $3,528 to a third party entity. The loan is unsecured, non-interest bearing and is payable on demand.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment as of July 31, 2012 and January 31, 2012 consisted of the following:


	July 31, 2012	January 31, 2012

Electronic equipment	$ 7,048	$ 5,782
Machinery and equipment	12,016	13,565
Vehicles	19,704	19,791
Subtotal	38,768	39,138
Less: accumulated depreciation	10,679	6,112
Total	$ 28,089	$ 33,026

Depreciation expense for the six months ended July 31, 2012 and 2011 was $4,601 and $1,475, respectively.

NOTE 6 – ACCRUED EXPENSES

Accrued expenses as of July 31, 2012 and January 31, 2012 consisted of the following:


	July 31, 2012	January 31, 2012

Accrued wages	$ 714,144	$ 588,585
Accrued rent	67,500	52,500
Accrued accounting and audit fee	74,512	104,512
Total accrued expenses	$ 856,156	$ 745,597

The carrying value of accrued expenses approximates their fair value due to the short-term nature of these obligations.

NOTE 7 – DUE TO OFFICERS

The executive officers of the Company Tonghuai Wang, Di Zhang, Pik Hang Lew and Yidian Dong from time to time, provide non-interest bearing advances to the Company for working capital. As of July 31, 2012 and January 31, 2012, the Company owed an amount of $ 298,012 and $257,707, respectively, to the executive officers.

NOTE 8– CONVERTIBLE NOTES PAYABLE TO STOCKHOLDERS

The Company received loans from seven stockholders until January 31, 2012. On February 10, 2012, the loans were assigned with the same terms to Tonghuai Wang, an executive officer of Dalian. The loans are due five years from the date the funds were received. The loans are non-interest bearing and can be converted to common stock at $1.00 per share at any time by the note holder. The loans are due between April and December 2015. The balance due on these convertible notes was $480,000 as of July 31, 2012 and January 31, 2012, respectively.

NOTE 9 – COMMON STOCK

The Company has 90,000,000 shares of $0.001 par value common stock authorized and 10,000,000 shares of $0.001 par value preferred stock authorized.

On April 19, 2010, the Company declared an 8:1 stock split which has been presented retroactively in the statement of changes in stockholders’ deficit and the weighted average shares outstanding calculation.

The Company has 17,200,000 shares of common stock and -0- shares of preferred stock issued and outstanding as of July 31, 2012.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

The corporate office lease requires rent of $2,500 per month for the lease term through July 31, 2012 and month to month thereafter. The lease did not require a security deposit. Accrued rent for the office lease was $67,500 and $52,500 as of July 31, 2012 and January 31, 2012, respectively.

The Company also entered into three employment agreements on January 1, 2010. The agreements call for total monthly wages of $28,000 beginning February 1, 2010. On March 31, 2011, one employment agreement terminated and the monthly wages decreased to $20,000. The minimum monthly wages due on these agreements for the year ending January 31, 2013 was $22,500.

The balance outstanding for the above contracts was $781,644 and $641,085 as of July 31, 2012 and January 31, 2012, respectively.

NOTE 11 – LIQUIDITY AND GOING CONCERN

The Company has negative working capital, and has incurred losses since inception. These factors create a substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund the required and ongoing operations; however, there can be no assurance that the Company will be successful in these efforts.

NOTE 12 – INCOME TAXES

As of July 31, 2012, the Company had net operating loss carry forwards of approximately $1,502,274 that may be available to reduce future years’ taxable income through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is not likely to occur.

NOTE 13– RISK FACTORS

The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s economy. The Company's business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

NOTE 14 – LOSS PER SHARE

The Company presents loss per share on a basic and diluted basis. Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing loss by the weighted average number of shares outstanding plus the dilutive effect of potential securities.


	For the Six Months Ended
	July 31
	2012	2011

Net loss	$ (206,625)	$ (252,245)

Weighted average common shares	17,200,000	17,200,000
(denominator for basic loss per share)

Effect of dilutive securities:

Weighted average common shares	17,200,000	17,200,000
(denominator for diluted loss per share)

Basic loss per share	$ (0.01)	$ (0.01)
Diluted loss per share	$ (0.01)	$ (0.01)


	For the Three Months Ended
	July 31
	2012	2011

Net loss	$ (107,124)	$ (103,025)

Weighted average common shares	17,200,000	17,200,000
(denominator for basic loss per share)

Effect of dilutive securities:

Weighted average common shares	17,200,000	17,200,000
(denominator for diluted loss per share)

Basic loss per share	$ (0.01)	$ (0.01)
Diluted loss per share	$ (0.01)	$ (0.01)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

We mainly engage in the research and development of hydrogen and oxygen generation technologies, designing, manufacturing and selling hydrogen and oxygen generating machines and the related industrial and commercial applications.

Our main products are hydrogen and oxygen generating machines, which have widely industrial and commercial uses, such as welding, cutting, braising and motor vehicle engine carbon cleaning.

We were incorporated under the name “Reflex Inc” in the State of Nevada on October 4, 2007. Initially we were engaged in the business of developing, manufacturing, and selling degradable fast-food packaging specifically for use as heating systems in Indonesia, China and other Asian countries. Budi Setyawan and Herdiansyah Milana were the members of board of directors and the officers from our inception to December 2009.

On December 09, 2009, Budi Setyawan and Herdiansyah Milana executed and consummated an Affiliate Stock Purchase Agreement under which they sold all the 1,200,000 shares of common stock they owned in the Company, representing approximately 55.8% of the total issued and outstanding shares of common stock of the Company, to a group of individual purchasers Nai Sung Chou, Yidian Dong, Di Zhang, Te Hung Chou, and Zemin Su for a total price of $ 180,000.00.

In connection with the share purchase transaction, Budi Setyawan and Herdiansyah Milana resigned from all the positions they held in the Board of Directors and the executive office of the Company. Nai Sung Chou, Yidian Dong, David Chung, Di Zhang, Te Hung Chou, Zemin Su, Tonghuai Wang were elected as the members of the Board Director of the Company. Nai Sung Chou was appointed as the President of the Board of Directors and the Chief Executive Officer of the Company. Di Zhang was appointed as the Secretary of the Board of Directors. Yidian Dong was appointed as the Treasurer of the Board of Directors and the Chief Financial Officer of the Company. On November 16, 2010, Nai Sung Chou resigned as the Chief Executive Officer and Yidian Dong was appointed the Chief Executive Officer.

On December 21, 2009, we changed our name to “Landmark Energy Enterprise, Inc”.

On April 19, 2010, we effectuated a 8:1 forward stock split which increase the total number of shares of issued and outstanding common stock to 17, 200,000 (There are 2,150,000 shares of issued and outstanding common stock prior to the stock split). The par value of the common stock remains the same, which is $ 0.001.

On September 15, 2010, we, along with Dalian Landmark, entered a Share/Ownership Transfer Agreement with Te Hung Chou and Dalian Aquarius Energy Technology U.S.A..Co., Ltd (“Dalian Aquarius”), a limited liability company formed under the laws of the People’s Republic of China. The actual transfer of the Dalian Ownership described above has not been carried out and none of the parties to the Share/Ownership Transfer Agreement has performed its obligations. On January 14, 2011, we, along with Dalian Landmark entered an Agreement of Rescission (“Rescission Agreement”) with Te Hung Chou and Dalian Aquarius to rescind the Share/Ownership Transfer Agreement we entered on September 15, 2010.

On September 15, 2010, Dalian Landmark entered a Patent and Assets Transfer Agreement with Dalian Aquarius that has developed one or more patents for the generation of hydrogen through proprietary designed machines (“Machines”) and owns certain assets related to Machines. Under the Patent and Assets Transfer Agreement, Dalian Aquarius transferred and assigned to Dalian Landmark the said patents (“Patents”) and assets (“Assets”) related to the Machines. In exchange for the Patents and Assets, Dalian Landmark shall execute and deliver to Dalian Aquarius a Promissory Note, to pay US $ 2,780,000.00 (or RMB 18,848,400.00 Yuan) (“Transfer Price”) to Dalian Aquarius. At the option of Dalian Aquarius and its assigns or successors and subject to our consent, the said Promissory Note may be converted into 1,000,000 shares of common stock of Landmark Energy Enterprise Inc. As a result of the Patent and Assets Transfer Agreement, Dalian Landmark owns all right, title and interest in and to the patent rights and the related documents and material (“Patent Rights”) for the generation of hydrogen through Machines.

On September 15, 2010, Dalian Landmark and Dalian Aquarius entered a License and Manufacture Agreement, in which Dalian Landmark granted to Dalian Aquarius a non-exclusive and non-transferrable license to use Patent Rights to manufacture the Machines in the People’s Republic of China. Dalian Aquarius shall not permit and allow any third party to use the Patent Rights without the prior written approval of Dalian Landmark. Under the terms of the License and Manufacture Agreement, Dalian Aquarius will not claim ownership rights to Patent Rights, other than the right to use the Patent Rights; also both Dalian Aquarius and Dalian Landmark may appoint one representative to each other’s Board of Directors or the equivalent governing body. Dalian Aquarius also agrees to manufacture and sell the Machines Dalian Landmark at cost and provide technical support, which means no profit will be made from the sale of the Machines to Dalian Landmark. Dalian Aquarius also agrees that in the event that Dalian Aquarius sells the Machines to any other third party with the express permission of Dalian Landmark, Dalian Aquarius shall pay a license fee equal to 6% of the total sales price to Dalian Landmark. Dalian Landmark agrees to provide the working capital for Dalian Aquarius to launch the manufacturing of the Machines and the provided working capital shall be used solely for the purpose of the production of the Machines and the related administrative expenses, with all provided working capital to be properly accounted for and managed pursuant to a financial oversight committee consisting of two representatives each of Dalian Landmark and Dalian Aquarius. At the option of Dalian Landmark, Dalian Aquarius shall display with all units of the Machines an approved symbol notifying the consumer of the patent and/or trademark rights owned by and licensed to Dalian Landmark.

Upon the consummation of the above described Patent and Assets Transfer Agreement and License and Manufacture Agreement, we officially launched the business of research and development of hydrogen and oxygen generation technologies, designing, manufacturing and selling hydrogen and oxygen generating machines and the related industrial and commercial applications.

Critical Accounting Policies and Estimates

Change in Fiscal Year End

On October 20, 2011, Company changed its fiscal year end from October 31 to January 31.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). Company’s fiscal year end was October 31 through the fiscal year ended October 31, 2010 and on October 20, 2011, the Company has adopted a January 31 fiscal year end.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary (Dalian Landmark Energy Technology Co.). All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, interest receivable, accrued expenses and amounts due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Recent Accounting Pronouncements

Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Results of Operations for the Three and Six Months Ended July 31, 2012 and 2011

Sales:

Our sales for the three and six months ended July 31, 2012 and July 31, 2011 were $0.

Gross Profit:

As a result of the foregoing, we did not generate any gross profit for the three and six months ended July 31, 2012 and July 31, 2011.

Income Taxes:

We did not incur any income taxes for the three and six months ended July 31, 2012 and July 31, 2011.

Liquidity and Capital Resources

As of July 31, 2012, we had cash and cash equivalents of $63,335. Our current assets were $281,830 and our current liabilities were $1,272,334 as of July 31, 2012. Total stock holders’ deficit as of July 31, 2012 was $1,442,415

Off Balance Sheet Arrangements

As of July 31, 2012, there were no off balance sheet arrangements.

Going Concern

We have negative working capital, have incurred losses since inception, and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund out capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4T. Controls and Procedures

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of July 31, 2012, the Company’s internal control over financial reporting was not effective because we mistakenly failed to include a management’s report on internal control over financial reporting in the Form 10-K for year ended October 31, 2010 and an effective internal control would have detected the omission of such material information.

The management has also determined that our internal control over financial reporting was subject to the material weaknesses of inadequate staffing and supervision within the accounting operations of our company: the relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. The inadequate

segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

The Company’s management has identified the steps necessary to address the material weaknesses existing in the period ended July 31, 2012 described above, as follows:

1. Hiring additional accounting and operations personnel and engaging outside contractors with technical accounting expertise, as needed, and reorganizing the accounting and finance department to ensure that accounting personnel with adequate experience, skills and knowledge relating to complex, non-routine transactions are directly involved in the review and accounting evaluation of our complex, non-routine transactions;

2. Involving both internal accounting and operations personnel and outside contractors with technical accounting expertise, as needed, early in the evaluation of a complex, non-routine transaction to obtain additional guidance as to the application of generally accepted accounting principles to such a proposed transaction.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2012. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. We mistakenly failed to include a management’s report on internal control over financial reporting in the Form 10-K for year ended October 31, 2010 and an effective disclosure control would have detected the omission of such material information. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2012, our disclosure controls and procedures were not effective.

Changes in Internal Controls

We have also evaluated our internal controls for financial reporting, and there have been no change in our internal control over financial reporting that occurred during the period ended July 31, 2012 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On December 09, 2009, Budi Setyawan and Herdiansyah Milana (“Sellers”), the majority shareholders of the Company executed and consummated an Affiliate Stock Purchase Agreement under which Sellers sold all the 1,200,000 shares of common stock they owned in the Company, representing approximately 55.8% of the total issued and outstanding shares of common stock of the Company, to a group of individual purchasers Nai Sung Chou, Yidian Dong, Di Zhang, De Hong Chou, and Zemin Su (the “Purchasers”), for a total price of $ 180,000.00. As the result, Purchasers Nai Sung Chou, Yidian Dong, Di Zhang, De Hong Chou, and Zemin Su acquired approximately 55.8% of the total issued and outstanding shares of common stock of the Company and obtained the control of the Company.

Item 3. Defaults upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended July 31, 2012.

Item 5. Other Information

None

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

Item 6. Exhibits


Exhibit No.		Description

3.1		Articles of Incorporation (1)

3.2		Bylaws (1)

10.1		Affiliate Stock Purchase Agreement (2)

10.2		Share / Ownership Transfer Agreement (3)

10.3		Agreement of Rescission (4)

10.4		Patent and Assets Transfer Agreement (3)

10.5		License and Manufacture Agreement (3)

31.1		Section 302 Certificate of Chief Executive Officer

31.2		Section 302 Certificate of Chief Financial Officer

32.1		Section 906 Certificate of Chief Executive Officer

32.2		Section 906 Certificate of Chief Financial Officer

(1) Incorporated by reference to the Form SB-2 registration statement filed on November 28, 2007.

(2) Incorporated by reference to the Report on Form 8-K as filed on December 11, 2009.

(3) Incorporated by reference to the Report on Form 8-K as filed on September 23, 2010.

(4) Incorporated by reference to the Report on Form 8-K as filed on February 7, 2011.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Landmark Energy Enterprise Inc


By:	/s/Yidian Dong
	Yidian Dong Chief Executive Officer Director
	September 19, 2012

LANDMARK ENERGY ENTERPRISE, INC. 10-Q