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 July 31, 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]



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 September 14, 2011.









PHOENIX AGRI
ENTERPRISES, INC

(A Development
Stage Company)

-
INDEX -

|                               |                                                                                                                                                                      | Page
|------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|PART I – FINANCIAL INFORMATION |                                                                                                                                                                     
|                               |                                                                                                                                                                      |     
|Item 1.                        | Financial Statements.                                                                                                                                                | 3   
|                               | Balance Sheet as of July 31, 2011 (Unaudited)                                                                                                                        | 3   
|                               | Statements of Operations (Unaudited) for the Three and Nine Months Ended July 31, 2011 and the Cumulative Period from October 13, 2010 (Inception) to July 31, 2011. | 4   
|                               | Statements of Cash Flows (Unaudited) for the Nine Months Ended July 31, 2011 and the Cumulative Period from October 13 (Inception) to July 31, 2011                  | 5   
|                               | Statement of Stockholder’s Deficit from October 13, 2010 (Inception) to July 31, 2011 (Unaudited)                                                                    | 6   
|                               | Notes to Financial Statements                                                                                                                                        | 7   
|                               |                                                                                                                                                                      |     
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                | 9   
|                               |                                                                                                                                                                      |     
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                                                                                                           | 12  
|                               |                                                                                                                                                                      |     
|Item 4.                        | Controls and Procedures                                                                                                                                              | 12  
|                               |                                                                                                                                                                      |     
|PART II – OTHER INFORMATION:   |                                                                                                                                                                     
|                               |                                                                                                                                                                      |     
|Item 1.                        | Legal Proceedings                                                                                                                                                    | 12  
|                               |                                                                                                                                                                      |     
|Item 1A.                       | Risk Factors                                                                                                                                                         | 12  
|                               |                                                                                                                                                                      |     
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                          | 12  
|                               |                                                                                                                                                                      |     
|Item 3.                        | Defaults Upon Senior Securities                                                                                                                                      | 12  
|                               |                                                                                                                                                                      |     
|Item 4.                        | Removed and Reserved                                                                                                                                                 | 12  
|                               |                                                                                                                                                                      |     
|Item 5.                        | Other Information                                                                                                                                                    | 12  
|                               |                                                                                                                                                                      |     
|Item 6.                        | Exhibits                                                                                                                                                             | 13  
|                               |                                                                                                                                                                      |     
|Signatures                     | 14                                                                                                                                                                  









Item 1. Financial Statements



PHOENIX
AGRI ENTERPRISES, INC.

(A
Development Stage Company)

BALANCE
SHEET



|                                                                                                     |  | July 31, 
2011 |         | October 31, 
2011
|---------------------------------------------------------------------------------------------------- |  | -------------- | ------- | -----------------
|                                                                                                     |  | (Unaudited)    |         | (Audited)        
|ASSETS                                                                                               |  |                |         |                  
|CURRENT ASSETS                                                                                       |  |                |         |                  
|Cash and Cash Equivalents                                                                            |  | $              | 122     |                  
|Accounts Receivable                                                                                  |  |                | —       |                  
|Note Receivable                                                                                      |  |                | —       |                  
|Prepaid Expenses                                                                                     |  |                | —       |                  
|Inventory                                                                                            |  | $              | —       |                  
|TOTAL CURRENT ASSETS                                                                                 |  |                | 122     |                  
|                                                                                                     |  |                |         |                  
|FIXED ASSETS                                                                                         |  |                |         |                  
|Property, Plant, and Equipment                                                                       |  |                | —       |                  
|Accumulated Depreciation                                                                             |  |                | —       |                  
|TOTAL NET FIXED ASSETS                                                                               |  |                | —       |                  
|                                                                                                     |  |                |         |                  
|TOTAL ASSETS                                                                                         |  | $              | 122     |                  
|                                                                                                     |  |                |         |                  
|LIABILITIES AND EQUITY                                                                               |  |                |         |                  
|CURRENT LIABILITIES                                                                                  |  |                |         |                  
|Accounts Payable and Accrued Liabilities                                                             |  | $              | 500     |                  
|Other Payables                                                                                       |  |                | —       |                  
|Taxes Payable                                                                                        |  |                | —       |                  
|Notes Payable                                                                                        |  |                | —       |                  
|TOTAL CURRENT LIABILITIES                                                                            |  |                | 500     |                  
|                                                                                                     |  |                |         |                  
|LONG-TERM LIABILITIES                                                                                |  |                |         |                  
|Notes Payable-Convertible debt                                                                       |  |                | —       |                  
|TOTAL LONG-TERM LIABILITIES                                                                          |  |                |         |                  
|                                                                                                     |  |                |         |                  
|TOTAL LIABILITIES                                                                                    |  |                | 500     |                  
|                                                                                                     |  |                |         |                  
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                       |  |                |         |                  
|Common Stock-$0.0001 par value; 300,000,000 shares authorized; 800,000 shares issued and outstanding |  |                | 80      |                  
|Additional paid in capital                                                                           |  |                | 12,920  |                  
|Accumulated other comprehensive income                                                               |  |                |         |                  
|Retained earnings (deficit)                                                                          |  |                | (13,378 | )                
|TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                                 |  |                | (378    | )                
|                                                                                                     |  |                |         |                  
|TOTAL LIABILITIES AND EQUITY                                                                         |  | $              | 122     |                  



3







PHOENIX
AGRI ENTERPRISES, INC.

(A
Development Stage Company)

STATEMENT
OF OPERATION

(Unaudited)



|                                                |  |                   |         |                   |  | For
    The Period  
|----------------------------------------------- |  | ----------------- | ------- | ----------------- |  | --------------------
|                                                |  |                   |         |                   |  | From
    Inception  
|                                                |  | Three
    Months  |         | Nine
    Months   |  | October
    13, 2010
|                                                |  | Ended             |         | Ended             |  | Through             
|                                                |  | July
    31, 2011 |         | July
    31, 2011 |  | July
    31, 2011   
|REVENUES                                        |  |                   |         |                   |  |                     
|Sales                                           |  | $                 | —       |                   |  | $                   
|Cost
    of Sales                               |  |                   | —       |                   |  |                     
|GROSS
    PROFIT                                |  |                   | —       |                   |  |                     
|                                                |  |                   |         |                   |  |                     
|OPERATING
    EXPENSES                          |  |                   |         |                   |  |                     
|Selling,
    General, and Administrative        |  |                   | 3,046   |                   |  |                     
|Financial
    Expense                           |  |                   | —       |                   |  |                     
|Interest
    Expense                            |  |                   | —       |                   |  |                     
|Distribution
    Costs                          |  |                   | —       |                   |  |                     
|TOTAL
    OPERATING EXPENSES                    |  |                   | 3,046   |                   |  |                     
|                                                |  |                   |         |                   |  |                     
|OPERATING
    INCOME (LOSS)                     |  |                   | (3,046  | )                 |  |                     
|                                                |  |                   |         |                   |  |                     
|OTHER
    INCOME / (EXPENSES)                   |  |                   |         |                   |  |                     
|Non-Operating
    Expenses                      |  |                   | —       |                   |  |                     
|Other                                           |  |                   | —       |                   |  |                     
|TOTAL
    OTHER INCOME / (EXPENSE)              |  |                   | —       |                   |  |                     
|                                                |  |                   |         |                   |  |                     
|                                                |  |                   |         |                   |  |                     
|NET
    INCOME (LOSS) BEFORE TAXES              |  |                   | (3,046  | )                 |  |                     
|                                                |  |                   |         |                   |  |                     
|INCOME
    TAX EXPENSE                          |  |                   |         |                   |  |                     
|                                                |  |                   |         |                   |  |                     
|NET
    INCOME (LOSS) FROM CONTINUED OPERATIONS |  |                   | —       |                   |  |                     
|                                                |  |                   |         |                   |  |                     
|INCOME
    FROM DISCONTINUED OPERATIONS         |  |                   | —       |                   |  |                     
|                                                |  |                   |         |                   |  |                     
|NET
    INCOME (LOSS)                           |  | $                 | (3,046  | )                 |  | $                   
|                                                |  |                   |         |                   |  |                     
|INCOME
    FROM DISCONTINUED OPERATIONS         |  |                   | —       |                   |  |                     
|                                                |  |                   |         |                   |  |                     
|OTHER
    COMPREHENSIVE INCOME (LOSS)           |  |                   |         |                   |  |                     
|Foreign
    Currency Translation (Loss) Gain    |  |                   | —       |                   |  |                     
|                                                |  |                   |         |                   |  |                     
|COMPREHENSIVE
    INCOME (LOSS)                 |  | $                 | (3,046  | )                 |  | $                   
|                                                |  |                   |         |                   |  |                     
|WEIGHTED
    AVERAGE COMMON SHARES OUTSTANDING  |  |                   |         |                   |  |                     
|Basic                                           |  |                   | 800,000 |                   |  |                     
|Fully
    diluted                               |  |                   | 800,000 |                   |  |                     



4







|PHOENIX
    AGRI ENTERPRISES, INC.
|----------------------------------
|(A
    Development Stage Company) 
|STATEMENT
OF CASHFLOW (Unaudited) 



|                                                                                  |  |                   |         | For
    The Period  
|--------------------------------------------------------------------------------- |  | ----------------- | ------- | --------------------
|                                                                                  |  |                   |         | From
    Inception  
|                                                                                  |  | Nine
    Months   |         | October
    13, 2010
|                                                                                  |  | Ended             |         | Through             
|                                                                                  |  | July
    31, 2011 |         | July
    31, 2011   
|CASH
    FLOWS FROM OPERATING ACTIVITIES:                                         |  |                   |         |                     
|Net
    Income after income tax                                                   |  | $                 | (10,378 | )                   
|Adjustments
    to reconcile net income to net cash used in operating activities: |  |                   |         |                     
|Accounts
    receivable                                                           |  |                   | —       |                     
|Accounts
    payable and accrued liabilities                                      |  |                   | 500     |                     
|Other
    payable                                                                 |  |                   | —       |                     
|Others                                                                            |  |                   | —       |                     
|Tax
    payable                                                                   |  |                   | —       |                     
|NET
    CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                           |  |                   | (9,878  | )                   
|                                                                                  |  |                   |         |                     
|CASH
    FLOWS FROM INVESTING ACTIVITIES:                                         |  |                   |         |                     
|Proceeds
    from Notes Receivable                                                |  |                   |         |                     
|NET
    CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                           |  |                   | —       |                     
|                                                                                  |  |                   |         |                     
|CASH
    FLOWS FROM FINANCING ACTIVITIES:                                         |  |                   |         |                     
|Proceed
    from Sales of Common Stock                                            |  |                   | —       |                     
|Capital
    contribution                                                          |  |                   | 5,000   |                     
|NET
    CASH PROVIDED BY FINANCING ACTIVITIES                                     |  |                   | 5,000   |                     
|                                                                                  |  |                   |         |                     
|FOREIGN
    CURRENCY TRANSLATION                                                  |  |                   |         |                     
|                                                                                  |  |                   |         |                     
|NET
    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          |  |                   | (4,878  | )                   
|                                                                                  |  |                   |         |                     
|CASH
    AND CASH EQUIVALENTS:                                                    |  |                   |         |                     
|Beginning
    of period                                                           |  |                   | 5,000   |                     
|End
    of period                                                                 |  | $                 | 122     |                     



5







PHOENIX
AGRI ENTERPRISES, INC.

(A
Development Stage Company)

STATEMENT
OF STOCKHOLDERS' EQUITY

(Unaudited)



|                                    |  |                  |         |            |  |         |    |              |  |           |       | Accumulated   |  |      
|----------------------------------- |  | ---------------- | ------- | ---------- |  | ------- | -- | ------------ |  | --------- | ----- | ------------- |  | -----
|                                    |  | Common
    Stock |         | Additional |  |         |    | Retained     |  | Other     |       |              
|                                    |  | Class
    A      |         | par value  |  | Paid-in |    | Subscription |  | Earnings  |       | Comprehensive |  |      
|                                    |  | Shares           |         | 0.0001     |  | Capital |    | receivable   |  | (Deficit) |       | Income        |  | Total
|                                    |  |                  |         |            |  |         |    |              |  |           |       |               |  |      
|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 |               |  |      
|                                    |  |                  |         |            |  |         |    |              |  |           |       |               |  |      
|Net
    Income(Loss) for the period |  |                  |         |            |  |         |    |              |  |           |       |               |  |      
|Balances
    @ April 30, 2011       |  |                  | 800,000 |            |  |         | 80 |              |  |           | 7,920 |               |  |      
|                                    |  |                  |         |            |  |         |    |              |  |           |       |               |  |      
|Net
    Income(Loss) for the period |  |                  |         |            |  |         |    |              |  |           |       |               |  |      
|Balances
    @ July 31, 2011        |  |                  | 800,000 |            |  |         | 80 |              |  |           | 7,920 |               |  |      



6





PHOENIX AGRI
ENTERPRISES, INC.

(A Development
Stage Enterprise)



NOTES TO
FINANCIAL STATEMENTS

As
of JULY 31, 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.

7





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 July 31, 2011.

Recently issued accounting standards

In April 2011, the FASB issued ASU No.
2011-02, A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. The new guidance is intended
to assist creditors in determining when a loan modification or restructuring is considered a troubled debt restructuring (“TDR”),
in order to address current diversity in practice and lead to more consistent application of accounting principles. In evaluating
whether a restructuring constitutes a TDR, a creditor must separately conclude that the restructuring constitutes a concession
and the debtor is experiencing financial difficulties. The amendments in the update are effective for the first interim period
beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. The
adoption of this ASU is not expected to have a material impact on the Company’s financial position or results of operations.

In April 2011, the FASB issued ASU No.
2011-03, Reconsideration of Effective Control for Repurchase Agreements. The update removes from the assessment of effective control
(1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially agreed
terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that
criterion. Other criteria applicable to the assessment of effective control are not changed by the amendments in the update. The
guidance in the update is effective for the first interim or annual period beginning on or after December 15, 2011, and should
be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early
adoption is not permitted. The adoption of this ASU is not expected to have any impact on the Company’s financial position
or results of operations.

In May 2011, the FASB issued ASU No.
2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements by U.S. GAAP and IFRSs. The amendments
in this ASU generally represent clarifications of FASB ASC Topic 820, but also include some instances where a particular principle
or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in
common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance
with U.S. GAAP and IFRSs. The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective
during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The
adoption of this ASU is not expected to have any impact on the Company’s financial position or results of operations.

8





In June 2011, the FASB issued Accounting
Standards Update 2011-05, “Comprehensive Income (Topic 220) — Presentation of Comprehensive Income” (“Update
2011-05”). Update 2011-05 eliminates the option to report other comprehensive income and its components in the statement
of changes in equity. Update 2011-05 requires that all non-owner changes in stockholders’ equity be presented in either a
single continuous statement of comprehensive income or in two separate but consecutive statements. Update 2011-05 becomes effective
for us in fiscal year 2013 and should be applied retrospectively. Early adoption is permitted. Management has determined that the
update will not have a material impact on the financial statements.

3.GOING CONCERN

The accompanying financial statements were prepared
in conformity with US GAAP, which contemplates continuation of the Company as a going concern and depends upon the Company’s
ability to establish itself as a profitable business. The Company is a development stage company and has an accumulated loss since
inception of $13,378. The Company has working capital in the amount of (378) which is not sufficient to finance its business for
the next twelve months. Due to the start-up nature of the Company, the Company expects to incur additional losses in the immediate
future. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable
operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business
operations when they become due. To date, the Company’s cash flow requirements have been primarily met through advances from
stockholders.



The Company is planning on obtaining financing
either through issuance of equity or debt. To the extent that funds generated from any private placements, public offerings and/or
bank financing are insufficient, the Company will have to raise additional working capital through other channels.



4.RELATED PARTY



The Company’s stockholder advanced funds
to the Company for legal, audit, filing fees, general office administration, and cash needs. The advances are unsecured, with no
interest and are not expected to be repaid within the next 12 months.



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.

9





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.

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.

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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 July 31, 2011, the Company had no activities that produced revenues from operations.
For the three and nine months ended July 31, 2011, the Company had a net loss of $2,546 and $9,878, 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 December 2010 and other SEC-related compliance matters.

Liquidity and Capital Resources

As of July 31, 2011, the Company had assets
equal to $122 and current liabilities equal to $0. The following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities:



For the Cumulative Period from Inception (October
13, 2010) through July 31, 2011



|Operating activities |  | $ | (12,878 | )
|-------------------- |  | - | ------- | -
|Investing activities |  |   | -       |  
|Financing activities |  | $ | 13,000  |  
|                     |  |   |         |  
|Net effect on cash   |  | $ | (122)   |  



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.



As reflected in the accompanying financial
statements, the Company is in the development stage with no operations have a net loss of $13,378 from inception, and provided
$13,000 from financing activities for the period from October 13, 2010 (inception) to July 31, 2011. This raises substantial doubt
about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the
Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

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.

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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 July 31, 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 July 31, 2011 that have materially affected or are reasonably likely
to materially affect our internal controls.

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.

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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 July 31, 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 July 31, 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.

13





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: September 21, 2011 | By:                                                                                          
|                         | Name: Benjamin Chen
        Title: President, Secretary, Treasurer,
        and Sole Director





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