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EX-31.2 - LANDMARK ENERGY ENTERPRISE, INC.landmark10qaex312013111.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A

[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended January 31, 2011
[  ]
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)

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 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 March 14, 2011, there are 17,200,000 shares of common stock, par value $ 0.001 issued and outstanding.
 
 
 
1

 

TABLE OF CONTENTS


 
PART I – FINANCIAL INFORMATION
 
Page
Item 1:
Financial Statements
3
Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
12
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
15
Item 4T:
Controls and Procedures
15
 
PART II – OTHER INFORMATION
 
Item 1:
Legal Proceedings
16
Item 1A:
Risk Factors
16
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
16
Item 3:
Defaults Upon Senior Securities
16
Item 4:
Submission of Matters to a Vote of Security Holders
16
Item 5:
Other Information
17
Item 6:
Exhibits
17

 
 
 
 
2

 

 

PART I – FINANCIAL INFORMATION

Item 1.   Financial Statements
 
Our  financial statements included in this Form 10-Q/A are as follows:
Page
Balance Sheet as of January 31, 2011and October 31, 2010 (unaudited) ;
4
Statements of Operations for three months ended  January 31, 2011 and 2010 and the period from October 4, 2007 (inception) to January 31, 2011 (unaudited);
5
Statements of Stockholders’ Equity (Deficit) for period from October 4, 2007 (Inception) to January 31, 2011 (unaudited);
6
Statements of Cash Flows for the three months ended January 31, 2011 and 2010 and period from October 4, 2007 (Inception) to January 31, 2011 (unaudited);
7
Notes to  Financial Statements;
8
 
 
These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended January 31, 2011 are not necessarily indicative of the results that can be expected for the full year.
 
 
 
 
3

 

LANDMARK ENERGY ENTERPRISES, INC.
 
FORMERLY KNOWN AS REFLEX, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
BALANCE SHEETS (unaudited)
 
As of January 31, 2011 and October 31, 2010
 
   
January 31,
   
October 31,
 
   
2011
   
2010
 
             
ASSETS
 
Current Assets
           
Cash and cash equivalents
  $ 7,939     $ 16,692  
Prepaid expenses
    -       5,000  
Investment deposit
    30,000       30,000  
Interest receivable
    95       95  
Note receivable
    177,603       174,075  
                 
TOTAL ASSETS
  $ 215,637     $ 225,862  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
Current Liabilities
               
Accrued expenses
  $ 405,250     $ 306,750  
Due to officers
    81,500       56,500  
              -  
Total current liabilities
    486,750       363,250  
                 
Long-term liabilities
               
convertible notes payable
    455,000       420,000  
                 
Total liabilities
    941,750       783,250  
                 
Stockholders' Deficit
               
Common stock, $.001 par value, 90,000,000
               
 shares authorized, 17,200,000 shares issued
               
 and outstanding
    17,200       17,200  
Preferred stock, $.001 par value, 10,000,000
               
  shares authorized, 0 shares issued and
               
  outstanding
    -       -  
Additional paid in capital
    41,800       41,800  
Deficit accumulated during the development stage
    -785,113       -616,388  
Total stockholders' deficit
    -726,113       -557,388  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 215,637     $ 225,862  
 
See accompanying notes to financial statements.
 
 

 
4

 
 
LANDMARK ENERGY ENTERPRISES, INC.
 
FORMERLY KNOWN AS REFLEX, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF OPERATIONS (unaudited)
 
Three Months Ended January 31, 2011 and 2010
 
Period from October 4, 2007 (Inception) to January 31, 2011
 
                   
                   
               
Period from
 
    Three Months Ended    
October 4, 2007
 
   
January 31, 
   
(Inception) to
 
   
2011
   
2010
   
January 31, 2011
 
                   
                   
Revenue
  $ -     $ -     $ -  
                         
Expenses:
                       
Professional fees
    20,750       37,500       170,750  
Salaries & wages
    120,000       -       499,500  
Travel
    5,000               53,301  
Rent
    9,940       -       39,431  
Miscellaneous
    13,035       -       22,263  
Total expenses
    168,725       37,500       785,245  
                         
Loss from operations
    -168,725       -37,500       -785,245  
                         
Other income:
                       
Interest income
            -       132  
Total other income
    -       -       132  
                         
Loss before provision for income taxes
    -168,725       -37,500       -785,113  
                         
Provision for income taxes
    -       -       -  
                         
Net loss
  $ -168,725     $ -37,500     $ -785,113  
                         
Net loss per share:
                       
Basic and diluted
  $ -0.01     $ -          
                         
Weighted average shares outstanding
    17,200,000       17,200,000          
 
See accompanying notes to financial statements.
 
 
 
5

 
 

LANDMARK ENERGY ENTERPRISES, INC.
 
FORMERLY KNOWN AS REFLEX, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (unaudited)
 
Period from October 4, 2007 (Inception) to January 31, 2011
 
                               
                     
Deficit
       
                     
Accumulated
       
   
Common Stock
   
Additional
   
during the
       
   
Shares
   
Amount
   
Paid in Capital
   
Development Stage
   
Total
 
                               
Issuance of common stock for cash
    17,200,000     $ 2,150     $ 40,850     $ -     $ 43,000  
Loss for the period ended
                                       
October 31, 2007
    -       -       -       -4,000       -4,000  
Balance, October 31,2007
    17,200,000       2,150       40,850       -4,000       39,000  
                                         
Net loss for the year ended October 31, 2008
    -       -       -       -45,000       -45,000  
Balance, October 31,2008
    17,200,000       2,150       40,850       -49,000       -6,000  
                                         
Net loss for the year ended October 31, 2009
    -       -       -       -10,000       -10,000  
Balance, October 31,2009
    17,200,000       2,150       40,850       -59,000       -16,000  
                                         
Conversion of officer loan to contributed capital
    -       -       16,000       -       16,000  
Stock split (8:1)
            15,050       -15,050       -       -  
Net loss for the year ended October 31, 2010
    -       -       -       -557,388       -557,388  
Balance, October 31, 2010
    17,200,000       17,200       41,800       -616,388       -557,388  
                                         
Net loss for the three months ended January 31, 2011
    -       -       -       -168725       -168,725  
Balance, January 31, 2011
    17,200,000     $ 17,200     $ 41,800     $ (785,113 )   $ (726,113 )


 
See accompanying notes to financial statements.
 
 
 
6

 
 

LANDMARK ENERGY ENTERPRISES, INC.
 
FORMERLY KNOWN AS REFLEX, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF CASH FLOWS (unaudited)
 
Three Months Ended January 31, 2011 and 2010
 
Period from October 4, 2007 (Inception) to January 31, 2011
 
                   
               
Period from
 
   
Three Months
   
October 4,
 
   
Ended
   
2007 (Inception)
 
   
January 31
   
January 31
   
to January 31,
 
   
2011
   
2010
   
2011
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss
    -168,725     $ -37,500     $ -785,113  
Changes in current assets and liabilities:
                       
Prepaid expenses
    5,000       -1,000       -  
Interest receivable
    -       -       -95  
Accrued expenses
    98,500       -       405,250  
CASH USED BY OPERATING ACTIVITIES
    -65,225       -38,500       -379,958  
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Investment deposit
    -       -       -30,000  
Loan to unrelated party
    -3,528       -       -177,603  
CASH USED BY INVESTING ACTIVITIES
    -3,528       -       -207,603  
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from sale of common stock
    -       -       43,000  
Loan from unrelated party
    35,000       -       455,000  
Loan from officers , net
    25,000       22,500       97,500  
CASH PROVIDED BY FINANCING ACTIVITIES
    60,000       22,500       595,500  
                         
NET (DECREASE) INCREASE IN CASH
    -8,753       -16,000       7,939  
                         
Cash, beginning of period
    16,692       -       -  
Cash, end of  period
  $ 7,939     $ -16,000     $ 7,939  
                         
                         
SUPPLEMENTAL CASH FLOW INFORMATION
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  
 
See accompanying notes to financial statements.
 
 
 
7

 
 
LANDMARK ENERGY ENTERPRISE, INC.
(FORMERLY REFLEX, INC.)
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JANUARY 31, 2011

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business
Landmark Energy Enterprise, Inc. (formerly Reflex, Inc.) (“Landmark” or “The Company”) is a development stage company and was incorporated in Nevada on October 4, 2007.  The Company engages 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. 

Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies.  A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

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).  The Company has adopted an October 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
Landmark considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At January 31, 2011 and 2010, the Company had $7939.26 and $0 of cash, respectively.

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.
 
 
 
8

 

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. There are no such common stock equivalents outstanding as of January 31, 2011.

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
Landmark 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.

NOTE 2 – SIGNIFICANT EVENTS

On September 15, 2010, the Company entered a share/ownership transfer agreement to acquire 30% ownership of Dalian Aquarius Energy Technology U.S.A. Co., Ltd (“Dalian Aquarius”). However, the Share/Ownership Transfer Agreement has never been closed and the shares of Dalian Aquarius have never been transferred to the Company.
 
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.

NOTE 3 – NOTE AND INTEREST RECEIVABLE

On October 12, 2010, Landmark loaned $174,075 to a company they have entered into a share/ownership transfer agreement with.  See Note 3.  The loan is unsecured, bears 1% interest and is due on demand.  The interest income for the year ended October 31, 2010 was $95.
 On Dec 15, 2010, Landmark loaned $3528 to a company in order to get help from government agent for the export tax return.
NOTE 4 – INVESTMENT DEPOSIT

As part of the share/ownership transfer agreement to purchase a 30% interest in Dalian Aquarius Energy Technology U.S.A. Co. Ltd. (“Dalian”), the company paid a deposit of $30,000. The amount will be applied to the purchase price if the acquisition becomes effective, and will be refunded if the acquisition is rescinded.  

NOTE 5 – ACCRUED EXPENSES

Accrued expenses consisted of the following as of January 31, 2011 and 2010:

   
2011
   
2010
 
Accrued wages
 
$
37,7000
   
$
 
Accrued rent
   
22,500
     
 
Accrued accounting & audit fee
   
5,750
     
 
Total accrued expenses
 
$
405,250
   
$
 


NOTE 6 – DUE TO OFFICER

During the period ended January 31, 2011, a former officer agreed to convert the prior balance due to the officer of $16,000 to capital.  The amount has been recorded as additional paid in capital as of January 31, 2011.

Also during the year ended October 31, 2011, the Company received several loans from an officer to help fund operations.  The loans are non-interest bearing, unsecured and due on demand.  The Company received loans totaling $81,500.  The balance due to the officer was $81,500 as of January 31, 2011.
 
 
 
9

 

NOTE 7 – CONVERTIBLE NOTES PAYABLE

The Company received loans from seven individuals until January 31, 2011. The loans are due five years from the date the funds were received. The loans are non-interest bearing and can be converted to stock at $1.00 per share at any time by the note holders.  The loans are all due between April and December 2015.  The balance due on these convertible notes was $455,000 as of January 31, 2011.

NOTE 8 – 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.

During the period ended January 31, 2011, a former officer of the company agreed to convert an amount owing to them of $16,000 to contributed capital.

On April 19, 2010, the Company effectuated an 8 to 1 stock split which has been presented retroactively in the statement of stockholders’ deficit and our 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 January 31, 2011.
 
 NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company signed two officer leases during the year ended October 31, 2010.  The corporate office lease requires rent of $2,500 per month beginning on February 1, 2010 and continuing through January 31, 2012.

The show room lease requires monthly rent of approximately $1,063 beginning on May 1, 2010 and continuing through April 30, 2011.

Neither lease required a security deposit.  Accrued rent on the office lease was $22,500 as of January 31, 2011.

The Company also entered into three employment agreements on January 1, 2010.  The agreements call for total monthly wages of $28,000 beginning on February 1, 2010.  All three agreements continue through October 31, 2011 and at that time can be renewed. The minimum annual wages due on these agreements for the year ended October 31, 2011 is $336,000.

Additionally, on April 12, 2010, the company signed an agreement with another employee for a term of six months.  The contract requires monthly wages of $20,000.

The total amount accrued for the above contracts was $399,500 as of January 31, 2011.


NOTE 10 – LIQUIDITY AND GOING CONCERN
 
Landmark Energy Enterprises, Inc. has negative working capital, has incurred losses since inception, and has received no revenues from sales of products or services.  These factors create 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 Landmark 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 its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

NOTE 11 – INCOME TAXES

As of January 31, 2011, the Company had net operating loss carry forwards of approximately $785,000 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 determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
 
 
 
10

 

 
NOTE 11 – INCOME TAXES (CONTINUED)

The provision for Federal income tax consists of the following:

    January 31,      October 31,   
   
2011
   
2010
 
Federal income tax benefit attributable to:
           
Current Operations
 
$
57,400
   
$
189,500
 
Less: valuation allowance
   
(57,400
)
   
(189,500
)
Net provision for Federal income taxes
 
$
0
   
$
0
 
 
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

    January 31,       October 31,   
   
2011
   
2010
 
Deferred tax asset attributable to:
           
Net operating loss carryover
 
$
266,960    
$
209,560
 
Less: valuation allowance
   
(266,960
)
   
(209,560
)
Net deferred tax asset
 
$
0
   
$
0
 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $785,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.


NOTE 12 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through March 12, 2011, the date these financial statements were issued, and has determined it does not have any material subsequent events to disclose other than those mentioned above.

 

 
11

 
 
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.

Company 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. 
 
 
 
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On July 26, 2010, we formed a wholly owned subsidiary company, Dalian Landmark Energy Technology Co, Ltd (“Dalian Landmark”), in Dalian, the People’s Republic of China.

On September 15, 2010, we, along with our wholly owned subsidiary 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. Under the Share/Ownership Transfer Agreement, Te Hung Chou agreed to transfer to Dalian Landmark thirty percent (30%), non-dilutive, of the total issued and outstanding shares of Dalian Aquarius (“Dalian Ownership”). Dalian Aquarius shall maintain the said Dalian Ownership non-dilutive. In exchange for the Dalian Ownership, Dalian Landmark shall pay US $ 1,390,000.00 (or RMB 9,424,200Yuan) to Te Hung Chou.  As the parent company of Dalian Landmark, we may issue 500,000 shares of our common stock to Te Hung Chou as an alternative consideration for the Dalian Ownership transferred by Te Hung Chou to Dalian Landmark.

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 our wholly owned subsidiary 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. Under the Rescission Agreement, all parties to the Share/Ownership Transfer Agreement rescind, ab initio all of the transactions contemplated by the Share/Ownership Transfer Agreement and all parties agree that all of documents and instruments relating to the Share/Ownership Transfer Agreement dated September 15, 2010, including any and all promissory notes or similar instruments issued by Dalian Landmark to pay Te Hung Chou US $ 1,390,000.00 (or RMB 9,424,200Yuan), are hereby terminated, rescinded and rendered null and void, ab initio.

On September 15, 2010, our wholly owned subsidiary 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. 
 
 
 
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Market

As of January 31, 2011, we just launched the business of developing hydrogen and oxygen generating technologies and designing and selling hydrogen and oxygen generating equipments. Our business operations are mainly carried out by our wholly owned Chinese subsidiary Dalian Landmark Energy Technology Co, Ltd in China. Our products have large marker in China due to the facts that our products generate hydrogen which can be used a cleaner and more efficient source of energy for a variety of industrial and commercial uses. As an emerging market with massive manufacturing and construction industries, China has strong demands for cleaner and more efficient energy sources. As to our motor vehicle engine carbon cleaning products, they also have large market in China due to the fact that there are growing number of automobile vehicles produced and sold in China. Growing environmental concerns encourage the car inspectors and car users take measures to reduce the carbon accumulation in the engines of their vehicles.

Suppliers

As of January 31, 2011, we did not have our own manufacturing facility. Pursuant to the License and Manufacture Agreement,, 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, manufactures the hydrogen and oxygen generating machines with the license right granted by us and sells the manufactured products to us at cost.  For the period ended January 31, 2011, Dalian Aquarius was our sole supplier.

Customers

Since our products have wide industrial and commercial uses, our customers are those companies and businesses that require heavy load of cutting, welding and brazing work  during their manufacturing or production process, such as ship builders, mining companies, metal works, etc. Our automobile engine carbon cleaning devices are used by car inspection stations, dealerships, mechanic shops and individual car owners.

Competitions

To our knowledge, there are several other companies in China that also produce the hydrogen and oxygen generating machine. Changsha Okay Energy Series Equipment Company Ltd. and Shanghai COCH Energy Co. Ltd  are examples of the competitors.

Employee

As of January 31, 2011, we have 4 employees.
 
 
Manufacturing

As of January 31, 2011, we did not have our own manufacturing facility. Pursuant to the License and Manufacture Agreement,, 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, manufactures the hydrogen and oxygen generating machines with the license right granted by us and sells the manufactured products to us at cost.

Intellectual Property

As of January 31, 2011, we owned two patents registered with the State Intellectual Property Office of the People’s Republic of China. The patent numbers are 200820218700.8 and 200820218701.2. One patent is regarding the technologies for hydrogen and oxygen generating devices and the other one is regarding the technologies for solar energy emergency sensory LED lighting devices.

Environmental Law
 
There were many new laws, regulations, rules and notices regarding the environment and energy production adopted, promulgated and put into force during past years.  The Chinese government is putting more stringent requirements and urgency on reducing pollution and emissions and improving energy efficiency nationwide. Our products are designed and constructed to comply with the environmental laws and regulations of China. 
 
 
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Results of Operations for the Three Months Ended January 31, 2011 and 2010 and Period from October 4, 2007 (Date of Inception) until January 31, 2011
 
We generated total revenue of $ 0 for the period from October 4, 2007 (Date of Inception) through January 31, 2011. Our Operating Expenses during the three months ended January 31, 2011 were $168,725, compared with $37,500 for the three months ended January 31, 2010.  The increase in Operating Expenses was due to payment for salaries, professional fees and rent. Our Operating Expenses for the period from October 4, 2007 (Date of Inception) to January 31, 2011 were $785,245. For each period mentioned, we recorded a net loss of $ 168,725 for the three months ended January 31, 2011, and $ 785,113 for the period from October 4, 2007 (Date of Inception) until January 31, 2011.
 
We anticipate our operating expenses will increase as we undertake our business operations. The increase will be attributable to the continued development and marketing of our product and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.
  
Liquidity and Capital Resources
 
As of January 31, 2011, we had total current assets of $ 215,637 and $486,750 in current liabilities.
Operating activities used $ 379,958 in cash for the period from October 4, 2007 (Date of Inception) through January 31, 2011. Financing Activities during the period from October 4, 2007 (Date of Inception) through January 31, 2011 generated $ 595,500 in cash during the period.

As of January 31, 2011, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Up through the period ended January 31, 2011, we have received advances from our officer and director to pay for professional fees of the company.  The amount is unsecured, due upon demand, and non-interest bearing. We have no commitment from any officer and director to advance funds in the future.

Off Balance Sheet Arrangements

As of January 31, 2011, 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

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 January 31, 2011.  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 this omission, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2011, our disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended January 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
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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 January 31, 2011.

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:
 
 
 
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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
Chief Financial Officer
Director
 
 
February 6, 2012

 
 
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