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 January 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 March 21, 2011.







PHOENIX AGRI ENTERPRISES, INC.

(A Development Stage Company)

- INDEX -

|                                   |                                                                                                                                                                                   |     
|---------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                   |                                                                                                                                                                                   | Page
|PART
    I – FINANCIAL INFORMATION |                                                                                                                                                                                  
|                                   |                                                                                                                                                                                   |     
|Item
    1.                        | Financial
    Statements.                                                                                                                                                         | 1   
|                                   |                                                                                                                                                                                   |     
|                                   | Balance
    Sheets as of January 31, 2011 (Unaudited) and October 31, 2010                                                                                                        | 1   
|                                   |                                                                                                                                                                                   |     
|                                   | Statements
    of Operations (Unaudited) for the Three Months Ended January 31, 2011 and for the Cumulative Period from October  (Inception)
    through January 31, 2011         | 2   
|                                   |                                                                                                                                                                                   |     
|                                   | Statements
    of Cash Flows (Unaudited) for the Three Months Ended January 31, 2011 and for the Cumulative Period from October 13, 2010 (Inception)
    through January 31, 2011 | 3   
|                                   |                                                                                                                                                                                   |     
|                                   | Notes to Financial Statements                                                                                                                                                     | 4   
|                                   |                                                                                                                                                                                   |     
|Item
    2.                        | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations                                                                                         | 9   
|                                   |                                                                                                                                                                                   |     
|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                                                                                                                                                                          | 11  
|                                   |                                                                                                                                                                                   |     
|Signatures                         | 12                                                                                                                                                                               





Item 1. Financial Statements

PHOENIX AGRI ENTERPRISES, INC.

(A Development Stage Company)



BALANCE SHEETS



|                                                                                                     |  |                            |          |                          |   |       
|---------------------------------------------------------------------------------------------------- |  | -------------------------- | -------- | ------------------------ | - | ------
|                                                                                                     |  | January 31,2011(Unaudited) |          | October 31,2010(Audited)
|                                                                                                     |  |                            |          |                          |   |       
|ASSETS                                                                                               |  |                            |          |                          |   |       
|Current Assets                                                                                       |  | $                          | 3,616    |                          | $ | 5000  
|Total Assets                                                                                         |  | $                          | 3,616    |                          | $ | 5000  
|                                                                                                     |  |                            |          |                          |   |       
|LIABILITIES AND STOCKHOLDER’S DEFICIENCY                                                             |  |                            |          |                          |   |       
|Current Liabilities                                                                                  |  |                            |          |                          |   |       
|Other payables                                                                                       |  | $                          | -        |                          | $ | -     
|Total Liabilities                                                                                    |  |                            |          |                          |   |       
|                                                                                                     |  |                            |          |                          |   |       
|Stockholder’s Equity                                                                                 |  |                            |          |                          |   |       
|Common Stock-$0.0001 par value; 300,000,000 shares authorized; 800,000 shares issued and outstanding |  |                            | 80       |                          |   | 80    
|Additional Paid-in Capital                                                                           |  |                            | 7,920    |                          | $ | 7920  
|Deficit accumulated during development stage                                                         |  |                            | ( 4,384) |                          |   | (3000)
|                                                                                                     |  |                            |          |                          |   |       
|Total Stockholder’s Equity                                                                           |  |                            | 3,616    |                          |   | 5000  
|                                                                                                     |  |                            |          |                          |   |       
|Total Liabilities and Stockholder’s Equity                                                           |  | $                          | 3,616    |                          | $ | 5000  



See accompanying notes
to financial statements





1





PHOENIX AGRI ENTERPRISES, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS
(Unaudited)

|                                           |   | Three monthsEnded
        January 31, 2011 |  |   | Period from
        October 13, 2010
        (Inception) to
        January 31,
        2011
|------------------------------------------ | - | ------------------------------------------ |  | - | --------------------------------------------------------------------------------------------
|                                           |   |                                            |  |   |                                                                                             
|General and administrative expenses        | $ | 1,384                                      |  | $ | 4,384                                                                                       
|                                           |   |                                            |  |   |                                                                                             
|Net loss                                   | $ | (1,384)                                    |  | $ | (4,384)                                                                                     
|                                           |   |                                            |  |   |                                                                                             
|Basic and diluted net loss per share       | $ | -                                          |  | $ | --                                                                                          
|Weighted-Average Common Shares Outstanding |   | 800,000                                    |  |   | 800,000                                                                                     



See accompanying notes
to financial statements



2





PHOENIX AGRI ENTERPRISES, INC.

(A Development Stage Company)

STATEMENTS OF CASH
FLOWS
(Unaudited)

|                                                                         |   | Three Months
        Ended
        January 31, 2011 |  |   | Period from
        October 13, 2010
        (Inception) to
        January 31, 2011
|------------------------------------------------------------------------ | - | --------------------------------------------------- |  | - | ------------------------------------------------------------------------------------
|                                                                         |   |                                                     |  |   |                                                                                     
|Cash Flows from Operating Activities:                                    |   |                                                     |  |   |                                                                                     
|Net loss                                                                 | $ | 1,384                                               |  | $ | (4,384)                                                                             
|Adjustments to reconcile net loss to net cash from operating activities: |   |                                                     |  |   |                                                                                     
|Net Cash Provided by Operating Activities                                | $ | 1,384                                               |  | $ | (4,384)                                                                             
|                                                                         |   |                                                     |  |   |                                                                                     
|Cash Flow from Financing Activities                                      |   |                                                     |  |   |                                                                                     
|Proceeds from Sales of Common Stock                                      | $ | 0                                                   |  | $ | 8,000                                                                               
|                                                                         |   |                                                     |  |   |                                                                                     
|Net Cash Provided by Financing Activities                                | $ | 0                                                   |  | $ | 8,000                                                                               
|                                                                         |   |                                                     |  |   |                                                                                     
|Net Change in Cash                                                       | $ | 1384                                                |  | $ | 3616                                                                                
|Cash at Beginning of Period                                              | $ | 5,000                                               |  | $ | 0                                                                                   
|Cash at End of Period                                                    | $ | 3,616                                               |  | $ | 3,616                                                                               
|                                                                         |   |                                                     |  |   |                                                                                     
|Supplemental disclosures of cash flow information:                       |   |                                                     |  |   | -                                                                                   
|                                                                         |   |                                                     |  |   |                                                                                     
|Non-cash financing activities:                                           |   |                                                     |  |   | -                                                                                   
|Subscription receivable for issuance of common stock                     |   |                                                     |  | $ | -                                                                                   



See accompanying notes
to financial statements



3





PHOENIX AGRI ENTERPRISES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL
STATEMENTS

January
31, 2011

1.	ORGANIZATIONS AND DESCRIPTION OF
BUSINESS:

Phoenix Agri Enterprises,
Inc. (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 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.



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 assets to sustain
expenses 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.



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.
The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset
amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going
concern.



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.

Start-Up Costs

The Company accounts for
start-up costs, including organization costs, under the provisions of FASB ASC 720-15-25-1, whereby such costs are expensed as
incurred.

4





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.

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 January 31, 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).

5





3.	INCOME TAX

|                                            |  | As of  January 31, 2011 (Unaudited) |   | As of  October 31, 2010 (Audited) |  
|------------------------------------------- |  | ----------------------------------- | - | --------------------------------- | -
|Deferred tax assets consist of:             |  |                                     | - |                                   |  
|Net operating loss carry forward            |  | $                                   | - |                                   | $
|Start-up costs capitalized for tax purposes |  |                                     | - |                                   |  
|Gross deferred tax assets                   |  |                                     | - |                                   |  
|Valuation allowance                         |  |                                     | - |                                   |  
|Net deferred tax assets                     |  | $                                   | 0 |                                   | $

Realization of deferred
tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and net operating
loss carry forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income
is uncertain, the Company recorded a full valuation allowance.

As of January 31, 2011,
all of the federal net operating loss carryforwards expire in the tax year 2031.

Federal tax laws impose
significant restrictions on the utilization of net operating loss carryforwards and research and development credits in the event
of a change in ownership of the Company, as defined by the Internal Revenue Code Section 382. The Company’s net operating
loss carryforwards and research and development credits may be subject to the above limitations.

The relevant FASB standard
resulted in no adjustments to the Company’s liability for unrecognized tax benefits. As of both the date of adoption and
as of January 31, 2011 there were no unrecognizable tax benefits. Accordingly, a tabular reconciliation from beginning to ending
periods is not provided. The Company will classify any future interest and penalties as a component of income tax expense if incurred.
To date, there have been no interest or penalties charged or accrued in relation to unrecognized tax benefits.  The Company
is subject to federal and state examinations for the year 2010 forward. There are no tax examinations currently in progress.

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 31F/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, and since its effectiveness, the Company has focused its efforts to identify
a possible business combination.

6





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. 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.

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. The Company is currently devoting its efforts to locating merger candidates.
The Company’s ability to continue as a going concern is dependent upon our ability to develop additional sources of capital,
locate and complete a merger with another company, and ultimately, achieve profitable operations.

The
Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional
funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business
combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which
desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense,
and loss of voting control which may occur in a public offering.

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.

7





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



For the three months ending January 31, 2011, the Company had no
revenues and incurred no general and administrative expenses.  There is no comparable data for the prior fiscal year.



For the period from inception (October 13, 2010) through January
31, 2011, the Company had no activities that produced revenues from operations and had a net loss of $(4,384), due to 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.

Liquidity and Capital Resources

As of January 31, the Company had assets equal to $3,616 and had
no current liabilities.



The following is a summary of the Company's cash flows from operating,
investing, and financing activities:



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



|Operating activities |  | $ | (4,384  | )
|-------------------- |  | - | ------- | -
|Investing activities |  |   | -       |  
|Financing activities |  | $ | -       |  
|                     |  |   |         |  
|Net effect on cash   |  | $ | (4,384) |  



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.



Plan of Operations



The Company currently does not engage in any business activities
that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time
will be paid with money in our treasury.



During the next twelve months we anticipate incurring costs related
to:



| | (i) | filing of reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
| | --- | -------------------------------------------------------------------------------------------------



| | (ii) | consummating an acquisition.
| | ---- | ----------------------------



8





We believe we will be able to meet these costs through use of funds
in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or
invested in us by our sole stockholder, management or other investors.



The Company may consider a business which has recently commenced
operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop
a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while
avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.



Since our Registration Statement on Form 10 became effective, our
officers and sole director have had limited contact or discussions with representatives of other entities regarding a business
combination with us. 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.



The Company anticipates that the selection of a business combination
will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries
and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital
which we will have and/or 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.

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.

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As
of January 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 January 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 18, 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 January 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 January 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.

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







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