FORM 10-Q

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

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

For the quarterly period ended ~~April~~July 3031, 2011

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

For the transition period from ________ to ________

Commission file number: 000-54203

PHOENIX AGRI ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)


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

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

(Address of principal executive offices)

415-987-0808

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ].

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes [x] No [ ].

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 800,000 shares of common stock, par value $0.0001 per share, outstanding as of ~~June~~September 1014, 2011.

PHOENIX AGRI ENTERPRISES, INC

(A Development Stage Company)

- INDEX -

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
	Balance Sheet as of July 31, 2011 (Unaudited)	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
	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
Item 4.	Controls and Procedures	9
	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	1012
Item 1A.	Risk Factors	1012
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1012
Item 3.	Defaults Upon Senior Securities	1012
Item 4.	Removed and Reserved	1012
Item 5.	Other Information	1012
Item 6.	Exhibits	1013
Signatures		1114

Item 1. Financial Statements

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

	April 30, 2011			October 31, 2010
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents	$	2,668		$	5,000
Accounts Receivable		—			—
Note Receivable		—			—
Prepaid Expenses		—			—
Inventory	$	—		$	—
TOTAL CURRENT ASSETS		2,668		$	5,000
FIXED ASSETS
Property, Plant and Equipment		—		$	—
Accumulated Depreciation		—			—
TOTAL NET FIXED ASSETS		—			—
TOTAL ASSETS	$	2,668		$	5,000
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities	$	5,000		$	—
Other Payables		—		$	—
Taxes Payable		—		$	—
Notes Payable		—		$	—
TOTAL CURRENT LIABILITIES		5,000		$	—
TOTAL LIABILITIES		5,000		$	—
STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock -$0.0001 par value; 300,000,000 shares authorized; 800,000 shares issues and outstanding		80			80
Additional paid in capital		7,920			7,920
Accumulated other comprehensive income
Deficit accumulated during development stage		(10,332	)		(3,000	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(2,332	)		5,000
TOTAL LIABILITIES AND EQUITY	$	2,668		$	5,000

(A Development Stage Company)

1BALANCE SHEET

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

	July 31, 2011			October 31, 2011
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents	$	122		$	5,000
Accounts Receivable		—			—
Note Receivable		—			—
Prepaid Expenses		—			—
Inventory	$	—		$	—
TOTAL CURRENT ASSETS		122			5,000

FIXED ASSETS
Property, Plant, and Equipment		—			—
Accumulated Depreciation		—			—
TOTAL NET FIXED ASSETS		—			—

TOTAL ASSETS	$	122		$	5,000

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			80
Additional paid in capital		12,920			7,920
Accumulated other comprehensive income
Retained earnings (deficit)		(13,378	)		(3,000	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(378	)		5,000

TOTAL LIABILITIES AND EQUITY	$	122		$	5,000

	Three Months Ended April 30, 2011			Six Months Ended April 30, 2011			Period From October 13, 2010 (Inception) to April 30, 2011
REVENUES
Sales	$	—		$	—		$	—
Cost of Sales	$	—		$	—		$	—
GROSS PROFIT		—			—			—
OPERATING EXPENSES
Selling, General, and Administrative		5,948			7,332			10,332
Financial Expense		—			—			—
Interest Expense		—			—			—
Distribution Costs		—			—			—
TOTAL OPERATING EXPENSES		5,948			7,332			10,332
OPERATING INCOME (LOSS)		(5,948	)		(7,332	)		(10,332	)
OTHER INCOME /(EXPENSE)
Non – Operating Expenses		—			—			—
Other		—			—			—
TOTAL OTHER INCOME/(EXPENSE)		—			—			—
NET INCOME (LOSS) BEFORE TAXES)		(5,948	)		(7,332	)		(10,332	)
INCOME TAX EXPENSE
NET INCOME (LOSS) FROM CONTINUED OPERATIONS		—			—			—
INCOME FROM DISCONTINUED OPERATIONS		—			—			—
NET INCOME (LOSS)	$	(5,948	)	$	(7,332	)	$	(10,332	)
INCOME FROM DISCONTINUED OPERATIONS
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign Currency Translation (Loss) Gain		—			—			—
COMPREHENSIVE INCOME (LOSS)	$	(5,948	)	$	(7,332	)	$	(10,332	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		800,000			800,000
Fully diluted		800,000			800,000

2PHOENIX AGRI ENTERPRISES, INC.

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

	Six Months Ended April 30, 2011			For the Period From October 13, 2010 (Inception) to April 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income after income tax	$	(7,332	)	$	(10,332	)
Adjustments to reconcile net income to net cash used in operating activities
Accounts Receivable		—			—
Accounts payable and accrued liabilities		5,000			5,000
Other payable		—			—
Others		—			—
Tax Payable		—			—
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(2,332	)		(5,332	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Notes Receivable
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sales of Common Stock		—			8,000
Capital contribution		—			—
NET CASH PROVIDED BY FINANCING ACTIVITIES		—			8,000
FOREIGN CURRENCY TRANSLATION
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(2,332	)		2,668
CASH AND CASH EQUIVALENTS:
Beginning of period		5,000			—
End of Period	$	2,668		$	2,668
SUPPLEMENTAL CASH FLOW INFORMATION:

STATEMENT OF OPERATION

3(Unaudited)

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

							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			10,378			13,378
Financial Expense		—			—			—
Interest Expense		—			—			—
Distribution Costs		—			—			—
TOTAL OPERATING EXPENSES		3,046			10,378			13,378

OPERATING INCOME (LOSS)		(3,046	)		(10,378	)		(13,378	)

OTHER INCOME / (EXPENSES)
Non-Operating Expenses		—			—			—
Other		—			—			—
TOTAL OTHER INCOME / (EXPENSE)		—			—			—


NET INCOME (LOSS) BEFORE TAXES		(3,046	)		(10,378	)		(13,378	)

INCOME TAX EXPENSE

NET INCOME (LOSS) FROM CONTINUED OPERATIONS		—			—			—

INCOME FROM DISCONTINUED OPERATIONS		—			—			—

NET INCOME (LOSS)	$	(3,046	)	$	(10,378	)	$	(13,378	)

INCOME FROM DISCONTINUED OPERATIONS		—			—			—

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign Currency Translation (Loss) Gain		—			—			—

COMPREHENSIVE INCOME (LOSS)	$	(3,046	)	$	(10,378	)	$	(13,378	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		800,000			800,000			800,000
Fully diluted		800,000			800,000			800,000

										Accumulated
	Common Stock				Additional		Retained			Other
	Class A		Par Value		Paid-in		Earnings			Comprehensive
		Shares		0.0001		Capital		(Deficit)			Income		Total
Initial		800,000	$	80	$	7,920							8,000
Net Income (Loss) for the period							$	(3,000	)				(3,000	)
Balances @ October 31, 2010		800,000		80	$	7,920	$	(3,000	)	$	—	$	5,000
Additional Paid in Capital
Net Income (Loss) for the period							$	(1,384	)			$	(1,384	)
Balances @ January 31, 2011		800,000		80		7,920		(1,384	)		—		3,616
Capital Contribution
Net Income (Loss) for the period							$	(5,948	)				(5,948	)
Balances @ April 30, 2011		800,000		80		7,920		(5,948	)		—		(2,332	)

4PHOENIX AGRI ENTERPRISES, INC. (A Development Stage Company) STATEMENT OF CASHFLOW (Unaudited)

PHOENIX AGRI ENTERPRISES, INC.

				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	)	$	(13,378	)
Adjustments to reconcile net income to net cash used in operating activities:
Accounts receivable		—			—
Accounts payable and accrued liabilities		500			500
Other payable		—			—
Others		—			—
Tax payable		—			—
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(9,878	)		(12,878	)

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		—			8,000
Capital contribution		5,000			5,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		5,000			13,000

FOREIGN CURRENCY TRANSLATION

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(4,878	)		122

CASH AND CASH EQUIVALENTS:
Beginning of period		5,000			—
End of period	$	122		$	122

~~(A Development Stage Enterprise)~~5

~~NOTES~~PHOENIX AGRI TOENTERPRISES, ~~FINANCIAL STATEMENTS~~INC.

As(A ofDevelopment ~~April~~Stage ~~30, 2011~~ Company)

~~(UNAUDITED)~~STATEMENT OF STOCKHOLDERS' EQUITY

~~1. ORGANIZATIONS AND DESCRIPTION OF BUSINESS:~~ (Unaudited)

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.

												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									8,000
Net Income(Loss) for the period									$	(13,378	)				(13,378	)
Balances @ October 31, 2010		800,000		80	$	7,920	$	—	$	(13,378	)	$	—	$	(5,378	)

Additional Paid in Capital					$	—								$	—
Net Income(Loss) for the period									$	(10,378	)			$	(10,378	)
Balances @ January 31, 2011		800,000		80		7,920		—		(10,378	)		—		(15,756	)

Net Income(Loss) for the period									$	3,046					3,046
Balances @ April 30, 2011		800,000		80		7,920		—		3,046			—		(12,710	)

Net Income(Loss) for the period									$	4,286					4,286
Balances @ July 31, 2011		800,000		80		7,920		—		4,286			—		(8,424	)

~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~6

~~Basis~~PHOENIX AGRI ofENTERPRISES, ~~Presentation~~ INC.

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~~A ~~solely of normal recurring~~Development ~~adjustments)~~Stage 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.Enterprise)

~~Development~~NOTES ~~Stage~~TO FINANCIAL ~~Enterprise~~STATEMENTS

~~The Company is considered~~As toof beJULY 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 operations31, 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).2011

~~Fiscal Year~~ (UNAUDITED)

~~The Company’s~~1. ORGANIZATIONS ~~fiscal~~AND ~~year~~DESCRIPTION ~~ends~~OF onBUSINESS: ~~October 31.~~

~~Cash~~Phoenix ~~and~~Agri ~~Cash~~Enterprises, Inc. (a development ~~Equivalents~~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.

~~The~~2. SUMMARY ~~Company~~OF ~~considers all~~SIGNIFICANT ~~highly~~ACCOUNTING ~~liquid investments purchased with an original maturity of three months or less to be cash equivalents.~~POLICIES

~~Use of~~Basis ~~Estimates and Assumptions~~ of Presentation

The ~~preparation~~ ofaccompanying ~~financial~~unaudited condensed financial statements have been prepared in ~~conformity~~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, ~~requires~~the ~~management~~information toincluded ~~make~~in ~~estimates~~these ~~and~~interim ~~assumptions~~financial ~~that~~statements ~~affect~~reflects ~~certain~~all ~~reported~~adjustments ~~amounts~~(consisting solely of ~~assets~~normal ~~and~~recurring adjustments) ~~liabilities~~which ~~and~~are, ~~disclosure of~~in ~~contingent~~the ~~assets~~opinion ~~and~~of ~~liabilities~~management, atnecessary for the ~~date~~fair presentation of the consolidated financial ~~statements~~ position and the ~~reported~~consolidated ~~amounts~~results of ~~revenues~~operations. ~~and~~Results ~~expenses during~~shown for interim periods are not necessarily indicative of the ~~reporting~~results ~~period~~to be obtained for a full year. ~~Actual~~These ~~results~~interim ~~could~~financial ~~differ~~statements ~~from~~should ~~those~~be ~~estimates~~read in conjunction with the audited financial statement in the Company’s Form 10 filed on November 18, 2010.

5Development Stage Enterprise

~~Income~~The ~~Taxes~~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).

~~The Company~~Fiscal ~~uses~~Year 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~~Company’s ~~benefit~~fiscal ofyear ~~a qualifying position under ASC 740-10 would equal the largest amount of tax benefit~~ends 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 aOctober ~~tax return for matters that are considered contingent upon the outcome of an uncertain tax position~~31. ~~Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.~~

~~Net Loss~~Cash ~~Per~~and ~~Share~~Cash Equivalents

~~Basic and~~The ~~diluted~~Company ~~loss~~considers ~~per~~all ~~common~~highly ~~share~~liquid investments ispurchased ~~computed~~with onan ~~the~~original ~~basis~~maturity of ~~the~~three ~~weighted-average~~months ~~number~~or ofless ~~common~~to ~~shares~~be ~~outstanding~~cash ~~during the period. There were no potentially issuable common stock~~ equivalents ~~outstanding from inception (October 13, 2010) to April 30, 2011~~.

~~Fair Value~~Use of ~~Financial~~Estimates ~~Instruments~~and Assumptions

The preparation of financial statements ~~carrying~~in ~~amounts~~conformity ~~reported~~with accounting principles generally accepted in the ~~financial~~United ~~statements~~States ~~for~~of ~~current~~America ~~assets~~requires management to make estimates and ~~current~~assumptions that affect certain reported amounts of assets and liabilities ~~approximate~~and ~~fair~~disclosure ~~value~~of ~~due~~contingent toassets and liabilities at the ~~short-term~~date ~~nature~~ of ~~these~~the financial ~~instruments~~statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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).7

~~Recently~~Income ~~issued accounting~~Taxes ~~standards~~

WeThe doCompany ~~not~~uses ~~believe~~the asset and liability ~~that~~method ~~any~~of ~~recently~~accounting ~~issued~~for income taxes in accordance with ASC 740-10, ~~but~~“Accounting ~~not~~for ~~yet~~Income ~~effective~~Taxes.” ~~accounting~~Under ~~pronouncements~~this method, income iftax ~~adopted~~expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, ~~would~~(ii) deferred tax consequences of temporary differences resulting from matters that have abeen ~~material~~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 ~~accompanying~~results of operations in the period that includes the enactment date. A valuation ~~financial~~allowance ~~statements~~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.

3ASC 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. ~~GOING~~Under ~~CONCERN~~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.

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

6Basic 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.

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

~~While~~In weApril ~~attempt~~2011, tothe ~~commence operations~~FASB ~~and~~issued ~~generate~~ASU ~~revenues~~No. 2011-02, ~~our~~A ~~cash~~Creditor’s ~~position~~Determination ~~may~~of ~~not~~Whether bea ~~sufficient~~Restructuring ~~enough~~Is toa ~~support~~Troubled ~~our~~Debt ~~daily operations~~Restructuring. ~~Management~~The ~~believes~~new guidance is intended ~~that~~to ~~the~~assist ~~actions~~creditors ~~presently~~in ~~being~~determining ~~taken~~when a loan modification or restructuring is considered a troubled debt restructuring (“TDR”), in order to ~~further~~address ~~implement~~current ~~our~~diversity ~~business~~in ~~plan~~practice and ~~generate~~lead ~~revenues~~to ~~provide~~more ~~the~~consistent ~~opportunity~~application ~~for~~of accounting principles. In evaluating uswhether toa ~~continue~~restructuring asconstitutes a ~~going~~TDR, ~~concern. While~~a wecreditor ~~believe~~must inseparately conclude that the ~~viability~~restructuring ofconstitutes ~~our~~a ~~strategy~~concession and tothe ~~generate~~debtor ~~revenues~~is ~~and~~experiencing financial difficulties. The amendments in ~~our~~the update are effective for the first interim period ~~ability~~beginning toon ~~raise~~or ~~additional~~after ~~funds~~June 15, ~~there~~2011, ~~can~~and should be noapplied ~~assurances~~retrospectively to ~~that~~the ~~effect. Our~~beginning ~~ability~~of tothe ~~continue~~annual asperiod aof ~~going~~adoption. ~~concern~~The isadoption ~~dependent~~of ~~upon~~this ~~our~~ASU ~~ability~~is not expected to ~~further~~have ~~implement~~a ~~our~~material ~~business~~impact ~~plan~~on ~~and~~the ~~generate~~Company’s ~~revenues~~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 ~~statements~~assets on substantially agreed doterms, 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 ~~include~~changed ~~any~~by ~~adjustments~~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 ~~might~~occur ~~result~~on ~~from~~or after the ~~outcome~~effective date. Early adoption is not permitted. The adoption of ~~any~~this ~~uncertainty~~ASU asis not expected to have any impact on the Company’s ~~ability~~financial ~~to continue~~position asor aresults ~~going~~of ~~concern~~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.

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.

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.

Plan of Operations

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


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

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

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

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

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

Results of Operations

The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. For the period from inception (October 13, 2010) through ~~April~~July 3031, 2011, the Company had no activities that produced revenues from operations. For the three and ~~six~~nine months ended ~~April~~July 3031, 2011, the Company had a net loss of $52,~~948~~546 and $79,~~332~~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 ~~November~~December 2010 and other SEC-related compliance matters.

Liquidity and Capital Resources

As of ~~April~~July 3031, 2011, the Company had assets equal to $~~2,668~~122 and current liabilities equal to $~~5,000~~0. The following is a summary of the Company's cash flows ~~from~~ provided by (used in) operating, investing, and financing activities:

For the Cumulative Period from Inception (October 22 13, 2010) through ~~April~~July 3031, 2011

Operating activities	$	(512,~~332~~878	)
Investing activities		-
Financing activities	$	813,000
Net effect on cash	$	(~~2,668~~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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

As of ~~April~~July 3031, 2011, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the quarter ended ~~April~~July 3031, 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.

Item 6. Exhibits.

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

Exhibit		Description
*3.1		Certificate of Incorporation, as filed with the Delaware Secretary of State on October 13, 2010.
*3.2		By-Laws.
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~April~~July 3031, 2011.
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~April~~July 3031, 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.

1013

SIGNATURES

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

	PHOENIX AGRI ENTERPRISES, INC.
Date: August 22, 2011	By:	/s/ Benjamin Chen Name: Benjamin Chen Title: President, Secretary, Treasurer, and Sole Director
Date: September 21, 2011	By:	/s/ Benjamin Chen
		Name: Benjamin Chen Title: President, Secretary, Treasurer, and Sole Director

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Filing Compare · Phoenix Agri Enterprises, Inc.