UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________  FORM 10-Q _______________  SQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31, 2008   £TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ______to______.  COX DISTRIBUTING, INC. (Exact name of registrant as specified in Charter  NEVADA333-14571226-0491904(State or other jurisdiction of
incorporation or organization)(Commission File No.)(IRS Employee Identification No.)  PO Box 430, Cokeville, WY  83114 (Address of Principal Executive Offices)  208-317-2500 (Issuer Telephone number)   (Former Name or Former Address if Changed Since Last Report)  Check whether the issuer (1) has 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 issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes T 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 filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):  Large Accelerated Filer £     Accelerated Filer £     Non-Accelerated Filer £     Smaller Reporting Company T  Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes £  No T  State the number of shares outstanding of each of the issuers classes of common equity, as of asof May 15, 2008:  10,000,000 shares of Common Stock.   1   COX DISTRIBUTING, INC.  Page NumberPART 1  Financial InformationItem 1  Unaudited Financial Information:Balance Sheets as of March 31, 2008 (Unaudited) and December 31, 20073Statements of Operations for the Three Months Ended  March 31, 2008 and 2007 (Unaudited)4Statements of Cash Flows for the  Three Months Ended  March 31, 2008 and 2007 (Unaudited)5Notes to Unaudited Financial Statements6Item 2 - Managements Discussion and Analysis or Plan of Operation7Item 3  - Quantitative and Qualitative Disclosures About Market Risk10Item 4 - Controls and Procedures10PART II - Other Information (Items 1-6)11   2   COX DISTRIBUTING, INC.  Balance Sheets  March 31, 2008December 31, 2007(Unaudited)ASSETSCurrent Assets:Cash$1,506$1,506Total current assets1,5061,506Equipment:Land9,7329,732Building20,26820,268Truck15,00015,000Operating equipment29,60029,600Office equipment2,0002,000Total76,60076,600Accumulated depreciation(49,467)(48,766)Net27,13327,834TOTAL ASSETS$28,639$29,340LIABILITIES AND STOCKHOLDERS' EQUITYLiabilitiesCurrent liabilitiesAccounts payable and accrued expenses$1,000$20,436Due to officer21,250-Total current liabilities22,25020,436Stockholders' Equity:Preferred stock: $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding--Common stock: $0.001 par value; 74,000,000 shares authorized; 10,000,000 shares issued and outstanding10,00010,000Additional paid-in capital15,15015,150Accumulated deficit(19,011)(16,246)Total stockholders equity6,1398,904TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$28,639$29,340  See accompanying notes to the financial statements.  3   COX DISTRIBUTING, INC.  Statements of Operations For the Three Months Ended March 31, 2008 and 2007 (Unaudited)  20082007Sales$-$-Cost of sales--Gross profit--Other expenses:Depreciation expense7011,801Professional fees1,363-Total2,0641,801Net loss$(2,064)$(1,801)Net loss per common share - basic and diluted$(0.00)$(0.00)Weighted average number of common shares outstanding  basic and diluted10,000,0009,100,000  See accompanying notes to the financial statements.  4   COX DISTRIBUTING, INC.  Statements of Cash Flows For the Three Months Ended March 31, 2008 and 2007  (Unaudited)  20082007CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)$(2,064)$(1,801)Depreciation7011,801Increase in accounts payable and accrued expenses1,363-Net Cash Provided by Operating Activities--NET INCREASE IN CASH--CASH AT BEGINNING OF PERIOD1,506613CASH AT END OF PERIOD$1,506$613  See accompanying notes to financial statements.  5   COX DISTRIBUTING, INC. Notes to the Financial Statements March 31, 2008 (Unaudited)  NOTE 1  ORGANIZATION AND OPERATIONS  Cox Distributing, Inc. was founded as an unincorporated business in January 1984 and became a C corporation in the state of Nevada on April 6, 2007. The Company is a distributor of organic fertilizer products used to improve soil and growing conditions for the potato farmers of eastern Idaho. These products, which are bio-based rather than petroleum-based, add nutrients to the soil and serve as fungicides so as to increase the size and quality of crops.  The acquisition of Cox Distributing (Predecessor) by Cox Distributing, Inc. (Cox) has been accounted for as a reverse acquisition for financial accounting purposes. The reverse merger is deemed a capital transaction and the net assets of Predecessor (the accounting acquirer) are carried forward to Cox (the legal acquirer and the reporting entity) at their carrying value before the combination. The acquisition process utilizes the capital structure of Cox and the assets and liabilities of Predecessor which are recorded at historical cost. The equity of Cox is the historical equity of Predecessor retroactively restated to reflect the number of shares issued by Cox in the transaction.  All retained earnings prior to the date of incorporation have been reclassified to additional paid-in capital. The incorporation date, April 6, 2007, coincides almost exactly with the start of the Companys selling season in 2007. There was substantially no activity in 2007 prior to the date of incorporation.  NOTE 2 - BASIS OF PRESENTATION  The accompanying interim financial statements for the three month periods ended March 31, 2008 and 2007 are unaudited and include all adjustments (consisting of normal recurring adjustments) considered necessary by management for a fair presentation. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full year. These financial statements should be read in conjunction with the information filed as part of the Companys Annual Report on Form 10-KSB which was filed on March 28, 2008.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.  Seasonality  Substantially all of the Companys revenue is earned during the crop growing season in Idaho beginning in early April and ending in July. However, sales in July tend to be the highest of any month of the year. Very minor levels of sales take place in months other than the principal growing season. There were no sales in the three months ended March 31, 2008 and 2007.  NOTE 3  DUE TO OFFICER  On March 28, 2008, the chief executive officer of the Company paid professional fees on the Companys behalf. Repayment by the Company is on demand and bears no interest.  6   ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995  Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may, should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Companys actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company. These factors include the Companys lack of historically profitable operations, dependence on key personnel, the success of the Companys business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission, press releases and/or other public communications.  Operations  Cox Distributing, Inc. was founded as an unincorporated business in January 1984 and became a C corporation in the state of Nevada on April 6, 2007. At May 10, 2008, we had one employee, Stephen E. Cox, our founder and president. Mr. Cox devotes fulltime to us.  We are a distributor of organic fertilizer products used to improve soil and growing conditions for the potato farmers of eastern Idaho. These products, which are bio-based rather than petroleum-based, add nutrients to the soil and serve as fungicides intended to increase the size and quality of crops. The nature and size of our business has been relatively unchanged for the past several years. We serve, and only have the resources to serve, a limited geographic area in eastern Idaho. The number of farms in that area is not increasing, and is unlikely to increase but may decrease if family farms are consolidated into larger agricultural businesses. However, we are now seeing an increase in the demand of our customers in eastern Idaho for organic fungicides. This increase in demand, which comes from farms and small distributors, is likely to result in increasing sales levels. However, our gross margin for organic fungicide products is less than on other products, in part because the customers include distributors that need a price that permits them to make a profit when they sell to their customers, meaning that our profitability is unlikely to increase at the same level as revenue increase. The unknown factor in this area is whether other producers of fungicides will develop and introduce their own distributors of organic fungicides to take advantage of increasing demands. We lack the information or resources to perform a study as to the trends affecting our marketplace and are limited solely to our own observations.  Substantially all of our revenue is earned during the crop growing season in Idaho beginning in early April and ending in July. The growing season averages approximately 110 days. We had no revenues and only accrued professional fees for the quarter ended March 31, 2008.  As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in Liquidity below. We believe that the perception that many people have of a public company makes it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. However, there can be no assurances that we will be successful in any of those efforts. Additionally, issuance of restricted shares would necessarily dilute the percentage of ownership interest of our stockholders.  7   Liquidity  We will pay all costs relating to our Registration Statement that became effective on November 9, 2007. This amount, the majority of which became obligations in January 2008 following obtaining a trading symbol, will be paid as and when necessary and required or otherwise accrued on our books and records until we are able to pay the full amount due either from revenues or loans from our president. Absent sufficient revenues to pay these amounts within six months of the date of effectiveness, our president has agreed to loan us the funds to cover the balance of outstanding professional and related fees relating to our prospectus to the extent that such liabilities cannot be extended or satisfied in other ways and our professionals insist upon payment. If and when loaned, the loan will be evidenced by a noninterest-bearing unsecured corporate note to be treated as a loan until repaid, if and when we have the financial resources to do so.  We have become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. We are subject to the reporting requirements of the Exchange Act of '34 and will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. These obligations will reduce our ability and resources to fund other aspects of our business. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of those efforts. We will reduce the compensation levels paid to management if there is insufficient cash generated from operations to satisfy these costs.  Private capital, if sought, will be sought from former business associates of our founder or private investors referred to us by those business associates. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurances, we may use restricted shares of our common stock to compensate employees/consultants and independent contractors wherever possible. We believe that operations are generating sufficient cash to continue operations for the next 12 months from the date of this prospectus provided that our costs of being a public company remain below the maximum estimate provided above  Recently Issued Accounting Pronouncements  In June 2003, the Securities and Exchange Commission (SEC) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404), as amended by SEC Release No. 33-8889 on February 1, 2008. Commencing with its annual report for the fiscal year ending December 31, 2008, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement  · of managements responsibility for establishing and maintaining adequate internal control over its financial reporting;  · of managements assessment of the effectiveness of its internal control over financial reporting as of year end; and  · of the framework used by management to evaluate the effectiveness of the Companys internal control over financial reporting.  8   Furthermore, in the following fiscal year, it is required to file the auditors attestation report separately on the Companys internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.  On September 15, 2006, the FASB issued FASB Statement No. 157 Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective as of the beginning of the first fiscal year beginning after November 15, 2007. The Company does not anticipate that the adoption of this statement will have a material effect on the Companys financial condition and results of operations.  On February 15, 2007, the FASB issued FASB Statement No. 159The Fair Value Option for Financial Assets and Financial Liabilities: Including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 permits all entities to elect to measure many financial instruments and certain other items at fair value with changes in fair value reported in earnings. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007, with earlier adoption permitted. The Company does not anticipate that the adoption of this statement will have a material effect on the Companys financial condition and results of operations.  In June 2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3 Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities (EITF Issue No. 07-3) which is effective for fiscal years beginning after December 15, 2007. EITF Issue No. 07-3 requires that nonrefundable advance payments for future research and development activities be deferred and capitalized. Such amounts will be recognized as an expense as the goods are delivered or the related services are performed. The Company does not expect the adoption of EITF Issue No. 07-3 to have a material impact on the financial results of the Company.  In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007)Business Combinations (SFAS No. 141(R)), which requires the Company to record fair value estimates of contingent consideration and certain other potential liabilities during the original purchase price allocation, expense acquisition costs as incurred and does not permit certain restructuring activities previously allowed under Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of purchase accounting. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company will adopt this standard at the beginning of the Companys fiscal year ending December 31, 2008 for all prospective business acquisitions. The Company has not determined the effect that the adoption of SFAS No. 141(R) will have on the financial results of the Company.  In December 2007, the FASB issued FASB Statement No. 160Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51 (SFAS No. 160), which causes noncontrolling interests in subsidiaries to be included in the equity section of the balance sheet. SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company will adopt this standard at the beginning of the Companys fiscal year ending December 31, 2008 for all prospective business acquisitions. The Company has not determined the effect that the adoption of SFAS No. 160 will have on the financial results of the Company.  Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.  9   Critical Accounting Policies  The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.  An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.  Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made.  Seasonality  Substantially all of our revenue is earned during the crop growing season in Idaho beginning in early April and ending in July. However, sales in July tend to be the highest of any month of the year. Very minor levels of sales take place in months other than the principal growing season.  Off-Balance Sheet Arrangements  We have no off-balance sheet arrangements, as defined in Regulation S-K Section 303.  Item 3. Quantitative and Qualitative Disclosures About Market Risk  The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.  Item 4. Controls and Procedures  Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (Exchange Act), the Company carried out an evaluation, with the participation of the Companys management, including the Companys Chief Executive Officer (CEO) and Chief Accounting Officer (CAO) (the Companys principal financial and accounting officer), of the effectiveness of the Companys disclosure controls and procedures (as defined under Rule 13a-15(e) und er the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Companys CEO and CAO concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including the Companys CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.  Managements Report on Internal Controls over Financial Reporting  Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There has been no change in the Companys internal control over financial reporting during the quarter ended March 31, 2008 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.  10   The Companys management, including the Companys CEO and CAO, does not expect that the Companys disclosure controls and procedures or the Companys internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. 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 the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the companys internal control over financial reporting was effective as of March 31, 2008.  This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.  PART IIOTHER INFORMATIONItem 1Legal ProceedingsNoneItem 2Unregistered Sale of Equity Securities and Use of ProceedsNoneItem 3Defaults Upon Senior SecuritiesNoneItem 4Submission of Matters to a Vote of ShareholdersNoneItem 5Other InformationNoneItem 6Exhibits  Exhibit NumberDescription31.1Section 302 Certification Of Chief Executive Officer And Chief Financial Officer32.1Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002  Chief Executive Officer And Chief Financial Officer   11   Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  Cox Distributing, Inc. (Registrant)     /s/ Stephen E. Cox  Stephen E. Cox  Title: President, Chief Executive Officer and Chief Financial Officer    May 12, 2008  12