FORM 10-Q

U.S. SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549

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

For the quarterly period
ended April 30, 2011

OR

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

For the transition period
from ________ to ________

Commission file number:
000-54203

PHOENIX AGRI ENTERPRISES, INC.

(Exact name of registrant as specified in its
charter)



|                                  |  |                                        
|--------------------------------- |  | ---------------------------------------
|Delaware                          |  | 27-3746776                             
|(State or other jurisdiction      |  | (I.R.S. Employer Identification Number)
|of incorporation or organization) |  |                                        



31 F/Jin Mao Tower, 88 New Century Ave.,
Pudong, Shanghai, China

(Address
of principal executive offices)

415-987-0808

(Registrant’s telephone
number, including area code)

Indicate
by check mark whether the registrant (1) has 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 registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ].

Indicate
by check mark whether the registrant 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). 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. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):

|                                              |                         |     |  |                           |    
|--------------------------------------------- | ----------------------- | --- |  | ------------------------- | ---
|                                              | Large accelerated filer | [ ] |  | Accelerated filer         | [ ]
|                                              | Non-accelerated filer   | [ ] |  | Smaller reporting company | [x]
|(Do not check if a 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 [ ].

APPLICABLE ONLY TO CORPORATE ISSUERS:



Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 800,000
shares of common stock, par value $0.0001 per share, outstanding as of June 10, 2011.







PHOENIX AGRI ENTERPRISES, INC

(A Development Stage Company)

- INDEX -

|                               |                                                                                       |     
|------------------------------ | ------------------------------------------------------------------------------------- | ----
|                               |                                                                                       | Page
|PART I – FINANCIAL INFORMATION |                                                                                      
|                               |                                                                                       |     
|Item 1.                        | Financial Statements.                                                                 | 1   
|                               |                                                                                       |     
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 7   
|                               |                                                                                       |     
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                            | 9   
|                               |                                                                                       |     
|Item 4.                        | Controls and Procedures                                                               | 9   
|                               |                                                                                       |     
|PART II – OTHER INFORMATION:   |                                                                                      
|                               |                                                                                       |     
|Item 1.                        | Legal Proceedings                                                                     | 10  
|                               |                                                                                       |     
|Item 1A.                       | Risk Factors                                                                          | 10  
|                               |                                                                                       |     
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                           | 10  
|                               |                                                                                       |     
|Item 3.                        | Defaults Upon Senior Securities                                                       | 10  
|                               |                                                                                       |     
|Item 4.                        | Removed and Reserved                                                                  | 10  
|                               |                                                                                       |     
|Item 5.                        | Other Information                                                                     | 10  
|                               |                                                                                       |     
|Item 6.                        | Exhibits                                                                              | 10  
|                               |                                                                                       |     
|Signatures                     | 11                                                                                   









Item 1. Financial Statements





PHOENIX
AGRI ENTERPRISES, INC.
(a Development Stage Company)
CONDENSED BALANCE SHEET(Unaudited)

|                                                                                                      |  | April  30,  2011 |         | October  31, 2010
|----------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | -----------------
|                                                                                                      |  | (Unaudited)      |         | (Audited)        
|ASSETS                                                                                                |  |                  |         |                  
|CURRENT ASSETS                                                                                        |  |                  |         |                  
|Cash and Cash Equivalents                                                                             |  | $                | 2,668   |                  
|Accounts Receivable                                                                                   |  |                  | —       |                  
|Note Receivable                                                                                       |  |                  | —       |                  
|Prepaid Expenses                                                                                      |  |                  | —       |                  
|Inventory                                                                                             |  | $                | —       |                  
|TOTAL CURRENT ASSETS                                                                                  |  |                  | 2,668   |                  
|                                                                                                      |  |                  |         |                  
|FIXED ASSETS                                                                                          |  |                  |         |                  
|Property, Plant and Equipment                                                                         |  |                  | —       |                  
|Accumulated Depreciation                                                                              |  |                  | —       |                  
|TOTAL NET FIXED ASSETS                                                                                |  |                  | —       |                  
|TOTAL ASSETS                                                                                          |  | $                | 2,668   |                  
|                                                                                                      |  |                  |         |                  
|LIABILITIES AND EQUITY                                                                                |  |                  |         |                  
|CURRENT LIABILITIES                                                                                   |  |                  |         |                  
|Accounts Payable and Accrued Liabilities                                                              |  | $                | 5,000   |                  
|Other Payables                                                                                        |  |                  | —       |                  
|Taxes Payable                                                                                         |  |                  | —       |                  
|Notes Payable                                                                                         |  |                  | —       |                  
|TOTAL CURRENT LIABILITIES                                                                             |  |                  | 5,000   |                  
|                                                                                                      |  |                  |         |                  
|TOTAL LIABILITIES                                                                                     |  |                  | 5,000   |                  
|                                                                                                      |  |                  |         |                  
|STOCKHOLDERS’ EQUITY (DEFICIT)                                                                        |  |                  |         |                  
|Common Stock -$0.0001 par value; 300,000,000 shares authorized; 800,000 shares issues and outstanding |  |                  | 80      |                  
|Additional paid in capital                                                                            |  |                  | 7,920   |                  
|Accumulated other comprehensive income                                                                |  |                  |         |                  
|Deficit accumulated during development stage                                                          |  |                  | (10,332 | )                
|TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)                                                                  |  |                  | (2,332  | )                
|                                                                                                      |  |                  |         |                  
|TOTAL LIABILITIES AND EQUITY                                                                          |  | $                | 2,668   |                  









1







PHOENIX
AGRI ENTERPRISES, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATION(Unaudited)

|                                            |  | Three Months  Ended April 30, 2011 |         | Six Months Ended  April 30, 2011 |  | Period From  October 13, 2010 (Inception) to  April 30, 2011 |        
|------------------------------------------- |  | ---------------------------------- | ------- | -------------------------------- |  | ------------------------------------------------------------ | -------
|REVENUES                                    |  |                                    |         |                                  |  |                                                              |        
|Sales                                       |  | $                                  | —       |                                  |  | $                                                            | —      
|Cost of Sales                               |  | $                                  | —       |                                  |  | $                                                            | —      
|GROSS PROFIT                                |  |                                    | —       |                                  |  |                                                              | —      
|                                            |  |                                    |         |                                  |  |                                                              |        
|OPERATING EXPENSES                          |  |                                    |         |                                  |  |                                                              |        
|Selling, General, and Administrative        |  |                                    | 5,948   |                                  |  |                                                              | 7,332  
|Financial Expense                           |  |                                    | —       |                                  |  |                                                              | —      
|Interest Expense                            |  |                                    | —       |                                  |  |                                                              | —      
|Distribution Costs                          |  |                                    | —       |                                  |  |                                                              | —      
|TOTAL OPERATING EXPENSES                    |  |                                    | 5,948   |                                  |  |                                                              | 7,332  
|                                            |  |                                    |         |                                  |  |                                                              |        
|OPERATING INCOME (LOSS)                     |  |                                    | (5,948  | )                                |  |                                                              | (7,332 
|                                            |  |                                    |         |                                  |  |                                                              |        
|OTHER INCOME /(EXPENSE)                     |  |                                    |         |                                  |  |                                                              |        
|Non – Operating Expenses                    |  |                                    | —       |                                  |  |                                                              | —      
|Other                                       |  |                                    | —       |                                  |  |                                                              | —      
|TOTAL OTHER INCOME/(EXPENSE)                |  |                                    | —       |                                  |  |                                                              | —      
|                                            |  |                                    |         |                                  |  |                                                              |        
|NET INCOME (LOSS) BEFORE TAXES)             |  |                                    | (5,948  | )                                |  |                                                              | (7,332 
|                                            |  |                                    |         |                                  |  |                                                              |        
|INCOME TAX EXPENSE                          |  |                                    |         |                                  |  |                                                              |        
|NET INCOME (LOSS) FROM CONTINUED OPERATIONS |  |                                    | —       |                                  |  |                                                              | —      
|                                            |  |                                    |         |                                  |  |                                                              |        
|INCOME FROM DISCONTINUED OPERATIONS         |  |                                    | —       |                                  |  |                                                              | —      
|                                            |  |                                    |         |                                  |  |                                                              |        
|NET INCOME (LOSS)                           |  | $                                  | (5,948  | )                                |  | $                                                            | (7,332 
|                                            |  |                                    |         |                                  |  |                                                              |        
|INCOME FROM DISCONTINUED OPERATIONS         |  |                                    |         |                                  |  |                                                              |        
|                                            |  |                                    |         |                                  |  |                                                              |        
|OTHER COMPREHENSIVE INCOME (LOSS)           |  |                                    |         |                                  |  |                                                              |        
|Foreign Currency Translation (Loss) Gain    |  |                                    | —       |                                  |  |                                                              | —      
|                                            |  |                                    |         |                                  |  |                                                              |        
|COMPREHENSIVE INCOME (LOSS)                 |  | $                                  | (5,948  | )                                |  | $                                                            | (7,332 
|                                            |  |                                    |         |                                  |  |                                                              |        
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING  |  |                                    |         |                                  |  |                                                              |        
|Basic                                       |  |                                    | 800,000 |                                  |  |                                                              | 800,000
|Fully diluted                               |  |                                    | 800,000 |                                  |  |                                                              | 800,000





2







PHOENIX
AGRI ENTERPRISES, INC.
(a Development Stage Company)
CONDENSED STATEMENT OF CASH FLOW(Unaudited)

|                                                                             |  | Six Months 
Ended April 30, 2011 |        | For the  Period From October 13, 2010 (Inception) to April 30, 2011
|---------------------------------------------------------------------------- |  | -------------------------------- | ------ | -------------------------------------------------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                        |  |                                  |        |                                                                    
|Net Income after income tax                                                  |  | $                                | (7,332 | )                                                                  
|Adjustments to reconcile net income to net cash used in operating activities |  |                                  |        |                                                                    
|Accounts Receivable                                                          |  |                                  | —      |                                                                    
|Accounts payable and accrued liabilities                                     |  |                                  | 5,000  |                                                                    
|Other payable                                                                |  |                                  | —      |                                                                    
|Others                                                                       |  |                                  | —      |                                                                    
|Tax Payable                                                                  |  |                                  | —      |                                                                    
|NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                          |  |                                  | (2,332 | )                                                                  
|                                                                             |  |                                  |        |                                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES:                                        |  |                                  |        |                                                                    
|Proceeds from Notes Receivable                                               |  |                                  |        |                                                                    
|NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                          |  |                                  | —      |                                                                    
|                                                                             |  |                                  |        |                                                                    
|CASH FLOWS FROM FINANCING ACTIVITIES:                                        |  |                                  |        |                                                                    
|Proceeds from Sales of Common Stock                                          |  |                                  | —      |                                                                    
|Capital contribution                                                         |  |                                  | —      |                                                                    
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                    |  |                                  | —      |                                                                    
|                                                                             |  |                                  |        |                                                                    
|FOREIGN CURRENCY TRANSLATION                                                 |  |                                  |        |                                                                    
|                                                                             |  |                                  |        |                                                                    
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         |  |                                  | (2,332 | )                                                                  
|                                                                             |  |                                  |        |                                                                    
|CASH AND CASH EQUIVALENTS:                                                   |  |                                  |        |                                                                    
|Beginning of period                                                          |  |                                  | 5,000  |                                                                    
|End of Period                                                                |  | $                                | 2,668  |                                                                    
|                                                                             |  |                                  |        |                                                                    
|SUPPLEMENTAL CASH FLOW INFORMATION:                                          |  |                                  |        |                                                                    
|                                                                             |  |                                  |        |                                                                    





3









PHOENIX
AGRI ENTERPRISES, INC.
(a Development Stage Company)
STATEMENT OF STOCKHOLDER’S EQUITY

|                                 |  |              |         |            |  |          |        |          |  | Accumulated   |         | 
|-------------------------------- |  | ------------ | ------- | ---------- |  | -------- | ------ | -------- |  | ------------- | ------- | 
|                                 |  | Common Stock |         | Additional |  | Retained |        | Other    |  |              
|                                 |  | Class A      |         | Par Value  |  | Paid-in  |        | Earnings |  | Comprehensive |         | 
|                                 |  |              | Shares  |            |  |          | 0.0001 |          |  |               | Capital | 
|                                 |  |              |         |            |  |          |        |          |  |               |         | 
|Initial                          |  |              | 800,000 |            |  | $        | 80     |          |  | $             | 7,920   | 
|Net Income (Loss) for the period |  |              |         |            |  |          |        |          |  |               |         | 
|Balances @ October 31, 2010      |  |              | 800,000 |            |  |          | 80     |          |  | $             | 7,920   | 
|                                 |  |              |         |            |  |          |        |          |  |               |         | 
|Additional Paid in Capital       |  |              |         |            |  |          |        |          |  |               |         | 
|Net Income (Loss) for the period |  |              |         |            |  |          |        |          |  |               |         | 
|Balances @ January 31, 2011      |  |              | 800,000 |            |  |          | 80     |          |  |               | 7,920   | 
|                                 |  |              |         |            |  |          |        |          |  |               |         | 
|Capital Contribution             |  |              |         |            |  |          |        |          |  |               |         | 
|Net Income (Loss) for the period |  |              |         |            |  |          |        |          |  |               |         | 
|Balances @ April 30, 2011        |  |              | 800,000 |            |  |          | 80     |          |  |               | 7,920   | 





4





PHOENIX AGRI ENTERPRISES, INC.

(A Development Stage
Enterprise)



NOTES TO FINANCIAL STATEMENTS

As
of April 30, 2011

(UNAUDITED)

1.       ORGANIZATIONS
AND DESCRIPTION OF BUSINESS:

Phoenix Agri Enterprises,
Inc. (a development stage company) (the “Company”) was incorporated in the State of Delaware on October 13, 2010. Since
inception, the Company has been engaged primarily in organization efforts. The Company was formed as a vehicle to pursue a business
combination. The business purpose of the Company is to seek the acquisition of or merger with, an operating company.

2.        SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Basis
of Presentation

The accompanying unaudited
condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim
financial information and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they do not include all the information
and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.
However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position
and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to
be obtained for a full year. These interim financial statements should be read in conjunction with the audited financial statement
in the Company’s Form 10 filed on November 18, 2010.



Development Stage Enterprise



The Company is considered
to be in the development stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 915-10-05. This standard requires companies to report their operations, shareholders equity and cash flows
from inception through the reporting date. The Company will continue to be reported as a development stage entity until, among
other factors, revenues are generated from management’s intended operations. Management has provided financial data since
inception (October 13, 2010).

Fiscal
Year

The
Company’s fiscal year ends on October 31.

Cash and Cash
Equivalents

The Company considers
all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Use
of Estimates and Assumptions

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 certain reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

5





Income Taxes

The
Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for
Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for
the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized
in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period
that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the
weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets
will not be realized.

ASC
740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken
or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be
taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based
on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit
that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all
the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current
benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position.
Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.

Net
Loss Per Share

Basic
and diluted loss per common share is computed on the basis of the weighted-average number of common shares outstanding during the
period. There were no potentially issuable common stock equivalents outstanding from inception (October 13, 2010) to April 30,
2011.

Fair
Value of Financial Instruments

The
carrying amounts reported in the financial statements for current assets and current liabilities approximate fair value due to
the short-term nature of these financial instruments.

The
Company follows the provisions of ASC 820-10, “Fair Value Measurements and Disclosures”, which establishes a single
authoritative definition of fair value and a framework for measuring fair value and expands disclosure of fair value measurements
for both financial and nonfinancial assets and liabilities. This standard defines fair value, provides guidance for measuring fair
value and requires certain disclosures. This standard does not require any new fair value measurements, but discusses valuation
techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash
flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost).

Recently issued
accounting standards

We do not believe
that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying
financial statements.

3.GOING CONCERN

The Company is a development
stage enterprise with no operating history. It has not yet been able to develop and execute its business plan. The Company has
no significant assets or financial resources. The Company will sustain expenses without corresponding revenues until the consummation
of a merger or other business combination with a private company. The Company may not be able to identify a suitable business opportunity
or consummate a business combination, and any such business may not be profitable at the time of its acquisition by us or ever.
This raises substantial doubt about the Company’s ability to continue as a going concern.



6





The accompanying financial
statements have been prepared assuming that we will continue as a going concern.  As reflected in the accompanying financial
statements, we had a deficit accumulated during the development stage of $10,332 on April 30, 2011 and a net loss from operations
of $5,948 for the three months ended April 30, 2011.



While we attempt to commence
operations and generate revenues, our cash position may not be sufficient enough to support our daily operations. Management believes
that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for
us to continue as a going concern.  While we believe in the viability of our strategy to generate revenues and in our
ability to raise additional funds, there can be no assurances to that effect.  Our ability to continue as a going concern
is dependent upon our ability to further implement our business plan and generate revenues.



The financial statements
do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue
as a going concern.



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



Forward Looking Statement Notice



Certain statements made
in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities
Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve
known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Phoenix
Agri Enterprises, Inc. (“we”, “us”, “our” or the “Company”) to be materially different
from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking
statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s
plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to
the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of
the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly
Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.



Description of Business



The Company was incorporated
in the State of Delaware on October 13, 2010 and maintains its principal executive office at 31 F/Jin
Mao Tower, 88 New Century Ave., Pudong, Shanghai, China. Since inception, the Company has been engaged in organizational
efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination through the acquisition
of, or merger with, an operating business. The Company filed a Registration Statement on Form 10 with the U.S. Securities and Exchange
Commission (the “SEC”) on November 18, 2010. The Company, based on proposed business activities, is a “blank
check” company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within
the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has
no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.”
Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies
in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange
Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake
any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business
combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject
to those requirements.



The Company was organized
as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time
will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.
The Company intends to seek a target company that is located in China. However, it will not restrict its potential candidate target
company to this geographic location or any other specific business or geographic location and, thus, may acquire any type of business
in any location.



7





Plan of Operations



The Company currently does
not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related
to:



| |      |                                                          
| | ---- | ---------------------------------------------------------
| | (i)  | filing Exchange Act reports, and                         
| | (ii) | investigating, analyzing and consummating an acquisition.



As of the date of this
filing we have no funds in our treasury. The Company is in the development stage and has not earned any revenues from operations
to date. These conditions raise substantial doubt about our ability to continue as a going concern. We believe we will be able
to meet the costs we expect to incur, through deferral of fees by certain service providers and additional amounts, as necessary,
to be loaned to, invested in us or advanced to us by other investors and other third parties. Currently, however our ability to
continue as a going concern is dependant upon our ability to generate future profitable operations and/or to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability
to continue as a going concern is also dependant on our ability to find a suitable target company and enter into a possible reverse
merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger
transaction and/or third party advances, however there is no assurance of additional funding being available.



Our sole officer and director
has not had any preliminary contact with any representative of any other entity. Any target business that is selected may be a
financially unstable company or an entity in its early stages of development or growth, including entities without established
records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially
unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity
in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent
in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.



Our management anticipates
that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of
interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer
a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should
be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture
against gains from another.



The Company anticipates
that the selection of a business combination will be complex and extremely risky. Through industry publications our management
believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived
benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional
equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries
and at various stages of development, all of which will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.



Results of Operations



The
Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates.For the period from inception (October 13, 2010) through April 30, 2011, the Company had no activities that produced revenues
from operations. For the three and six months ended April 30, 2011, the Company had a net loss of $5,948 and $7,332, respectively,
comprised of legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company
and the filing of the Company’s Registration Statement on Form 10 filed in November 2010 and other SEC-related compliance
matters.

8





Liquidity and Capital Resources



As of April 30, 2011, the
Company had assets equal to $2,668 and current liabilities equal to $5,000. The following is a summary of the Company's cash flows
from operating, investing, and financing activities:



For the Cumulative Period
from Inception (October 22, 2010) through April 30, 2011



|Operating activities |  | $ | (5,332  | )
|-------------------- |  | - | ------- | -
|Investing activities |  |   | -       |  
|Financing activities |  | $ | 8,000   |  
|                     |  |   |         |  
|Net effect on cash   |  | $ | (2,668) |  



The Company has nominal
assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company.
If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan
of operations.



Off-Balance Sheet Arrangements



The Company does not have
any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to investors.



Contractual Obligations



As a “smaller reporting
company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.



Item 3. Quantitative and Qualitative Disclosures
About Market Risk.



As a “smaller reporting
company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.



Item 4. Controls and Procedures.



Evaluation of Disclosure Controls and
Procedures



We maintain disclosure
controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations
and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required disclosure.



As of April 30, 2011, we
carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal
financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation,
our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this report.



Changes in Internal Controls



There have been no changes
in our internal controls over financial reporting during the quarter ended April 30, 2011 that have materially affected or are
reasonably likely to materially affect our internal controls.

9





PART II —
OTHER INFORMATION

Item 1. Legal Proceedings.

To
the best knowledge of our sole officer and director, there are presently no material pending legal proceedings to which the Company,
any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party
or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated
against it.

Item 1A. Risk Factors.

As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information
required by this Item.

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

None.

Item 3. Defaults Upon
Senior Securities.

None.

Item 4. Removed and
Reserved.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation
S-K.

|        |  |                                                                                                                                                                                                                           
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                           
|*3.1    |  | Certificate of Incorporation, as filed with the Delaware Secretary of State on October 13, 2010.                                                                                                                          
|        |  |                                                                                                                                                                                                                           
|*3.2    |  | By-Laws.                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                           
|31.1    |  | Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2011.
|        |  |                                                                                                                                                                                                                           
|31.2    |  | Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2011.
|        |  |                                                                                                                                                                                                                           
|32.1    |  | Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                      
|        |  |                                                                                                                                                                                                                           
|32.2    |  | Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                      



|  |                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Filed as an exhibit to the Company’s Registration Statement on Form 10, as filed with the SEC on November 18, 2010 and incorporated herein by this reference.



10





SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

|                      | PHOENIX AGRI ENTERPRISES, INC.
|--------------------- | ------------------------------
|                      |                               
|Date: August 22, 2011 | By:                           





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