UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549









(Mark
One)




[X]
Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934




For the
quarterly period ended March 31, 2008




[  ]
Transition report under Section 13 or 15(d) of the Exchange Act




For the
transition period from _______________________ to ________________




Commission
File Number 333-140257




Phoenix
International Ventures, Inc.


(Exact name of registrant as specified
in its charter)




Nevada
            20-8018146(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)





42
Carry Way


Carson
City, NV 89706


(Address
of principal executive offices)




(775)
882-9700


(Registrant's
telephone number, including area code)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 Company is a shell company (as defined in Rule 12b-2
of the exchange act): Yes [ ] No [X]




The
number of shares outstanding of the issuer’s common stock, as of May 9, 2008 was
7,746,143.








-1-




Phoenix
International Ventures, Inc.




TABLE
OF CONTENTS


Page


PART I FINANCIAL INFORMATIONItem
      1.                      
       Financial
    Statements
            3Condensed Consolidated Balance Sheet March 31, 2008
      (Unaudited)
            3Consolidated Statements of Operations for the
      Three Months and Ended March 31, 2008 and 2007
    (Unaudited)
            4Condensed Consolidated Statements of Cash Flows
      for the Three Months and Ended March 31, 2008 and 2007
      (Unaudited)
            5Notes to the Condensed Consolidated  Financial
      Statements
            6Item
      2.                       
      Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
            10Item
      3.                       
      Quantitative and Qualitative disclosures about
      Market Risk
            13Item 4 and 4T.     Controls and Procedures
            13PART II. OTHER INFORMATION
            14Item
      1.                       
      Legal Proceedings.
            14Item
      2.                       
      Unregistered Sales of Equity Securities and Use of
      Proceeds.
            14Item
      3.                       
      Default upon Senior Securities.
            14Item
      4.                       
      Submission of Matters to a Vote of Security
      Holders.
            14Item
      5.                       
      Other Information.
            14Item
      6.                       
      Exhibits
            15






-2-




PARTI FINANCIAL INFORMATION


Item
      1.
            Financial
  Statements




Phoenix
InternationalVentures, Inc.


Condensed
Consolidated Balance Sheet


March
      31, 2008
            
            
            December
      31, 2007Assets
            
            (Unaudited)Current
      assetsCash
            
            $
            32,045
            
            
            $
            70,314Accounts
      receivable, net
            
            
            253,370
            
            
            
            86,929Inventory
            
            
            124,147
            
            
            
            164,248Prepaid
      expenses
            
            
            -
            
            
            
            530Total
      current assets
            
            
            409,562
            
            
            
            322,021Property
      and equipment, net
            
            
            58,171
            
            
            
            61,581Other
      assets
            
            
            4,000
            
            
            
            4,000Total
      assets
            
            $
            471,733
            
            
            $
            387,602Liabilities
      and Stockholders' (Deficit)Current
      liabilitiesLine
      of credit
            
            
            41,707
            
            
            
            35,000Accounts
      payable and accrued expenses
            
            
            452,888
            
            
            
            508,243Customer
      deposits
            
            
            422,473
            
            
            
            307,106Notes
      payable
            
            
            41,297
            
            
            
            87,526Legal
      settlement
            
            
            384,000
            
            
            
            950,154Due
      to related party
            
            
            259,970
            
            
            
            240,875Officer
      advances
            
            
            40,315
            
            
            
            48,610Total
      current liabilities
            
            
            1,642,650
            
            
            
            2,177,514Long
      term liabilitiesNotes
      payable
            
            
            33,963
            
            
            
            36,960Officer
      advances
            
            
            369,375
            
            
            
            369,375Total
      liabilities
            
            
            2,045,988
            
            
            
            2,583,849Commitments
      and Contingencies
            
            
            -
            
            
            
            -Stockholders'
      (deficit)Preferred
      stock - $0.001 par value; 1,000,000 shares authorized;
      zero shares issued and outstanding-
            
            
            
            -Common
      stock - $0.001 par value; 50,000,000 shares authorized;
      7,746,143 shares issued and outstanding7,746
            
            
            
            7,746Paid
      in capital
            
            
            1,145,397
            
            
            
            1,145,397Subscription
      receivable
            
            
            
            
            
            
            (63,020
            )Accumulated
      (deficit)
            
            
            (2,727,398
            )
            
            
            (3,286,370
            )Total stockholder’s (deficit)
            
            
            (1,574,255
            )
            
            
            (2,196,247
            )Total
      liabilities and stockholders' (deficit)
            
            $
            471,733
            
            
            $
            387,602The
      accompanying notes are an integral part of the financial
      statements








-3-





Phoenix
International Ventures, Inc.


Condensed ConsolidatedStatements of
Operations


for
the Three Months Ended March 31,


(Unaudited)




2008
            
            
            2007Sales
            
            $
            471,166
            
            
            $
            458,515Cost
      of sales
            
            
            245,396
            
            
            
            358,084Gross
      margin
            
            
            225,770
            
            
            
            100,431Operating
      expensesGeneral
      and administrative expenses
            
            
            227,749
            
            
            
            150,651Total
      operating expenses
            
            
            227,749
            
            
            
            150,651Income
      (Loss) from operations
            
            
            (1,979
            )
            
            
            (50,220
            )Recovery
      of contingency
            
            
            566,154Interest
      expense
            
            
            (5,203
            )
            
            
            (4,047
            )Net
      income (loss) before taxes
            
            
            558,972
            
            
            
            (54,267
            )Income
      taxes
            
            
            -
            
            
            
            (9
            )Net
      income (loss)
            
            $
            558,972
            
            
            $
            (54,276
            )Net
      Income (loss) per common share:Basic
            
            $
            0.07
            
            
            $
            (0.01
            )Diluted
            
            
            0.06
            
            
            
            (0.01
            )Weighted
      average shares outstanding:Basic
            
            
            7,746,143
            
            
            
            6,600,000Diluted
            
            
            9,561,215
            
            
            
            6,600,000The
      accompanying notes are an integral part of the financial
      statements








-4-




Phoenix
International Ventures, Inc.


Condensed
Consolidated Statements of Cash Flows


for
the Three Months Ended March 31,


(Unaudited)





2008
            
            
            2007Cash
      flows from operating activitiesNet
      cash used in operating activities
            
            $
            (51,192
            )
            
            $
            (8,373
            )Cash
      flows from investing activitiesCash
      received in acquisition of subsidiary
            
            
            
            
            
            
            3,334Purchase
      of fixed assets
            
            
            
            
            
            
            (1,200
            )Net
      cash provided from investing activities
            
            
            -
            
            
            
            2,134Cash
      flows from financing activitiesProceeds
      from subscription receivables
            
            
            63,020
            
            
            
            -Proceeds
      of line of credit
            
            
            6,707
            
            
            
            5,269Proceeds
      of notes payable
            
            
            5,295
            
            
            
            -Repayment
      of notes payable
            
            
            (53,804
            )
            
            
            (3,342
            )Repayments
      of officer note, net
            
            
            (8,295
            )
            
            
            (4,602
            )Net
      cash provided by financing activities
            
            
            12,923
            
            
            
            (2,675
            )Decrease
      in cash
            
            
            (38,269
            )
            
            
            (8,914
            )Cash,
      beginning of period
            
            
            70,314
            
            
            
            16,343Cash,
      end of period
            
            $
            32,045
            
            
            $
            7,429Cash
      paid forInterest
            
            $
            4,000
            
            
            $
            1,526Income
      taxes
            
            
            -
            
            
            
            -Non
      cash investing and financing activities:Issuance
      of 396,000 of common stockIn
      exchange for debt
            
            
            
            
            
            
            198,000The
      accompanying notes are an integral part of the financial
      statements






-5-


Phoenix
International Ventures, Inc.


Notes
to the CondensedConsolidated Financial
Statements


March
31, 2008


(Unaudited)





Note
1 - Summary of Significant Accounting Policies





Nature of
Activities





Phoenix
International Ventures, Inc. (PIV) was organized August 7, 2006 as a Nevada
Corporation to develop business in the market of defense and
aerospace.  Our primary business is manufacturing, re-manufacturing
and upgrading of Ground Support Equipment (GSE) used in military and commercial
aircraft.





Basis of
Presentation





The
accompanying unaudited financial statements of the Company are presented in
accordance with the requirements for Form 10-Q and Article 10 of Regulation S-X.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America ("US GAAP') have been condensed or omitted
pursuant to such SEC rules and regulations. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been made. The results for these interim periods
are not necessarily indicative of the results for the entire year. The
accompanying financial statements should be read in conjunction with the
December 31, 2007 financial statements and the notes thereto included in the
Company's Report on Form 10KSB filed April 2, 2008.





The
consolidated financial statements include the accounts of the Company and its
wholly owned US subsidiary Phoenix Aerospace, Inc. (PAI) and an Israeli
subsidiary, Phoenix Europe Ventures, Ltd. (PEV). Significant intercompany
accounts and transactions have been eliminated in consolidation. The
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States (US
GAAP).




Use of
Estimates




The
preparation of the consolidated financial statements in conformity with the
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain amounts reported and disclosed in our
condensed consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.




Net Income per Common
Share





Basic
income/earnings per share is based on the weighted effect of all common shares
issued and outstanding, and is calculated by dividing net income/ (loss) by the
weighted average shares outstanding during the period.  Diluted
earnings per share is calculated by dividing net income / (loss) by the weighted
average number of common shares used in the basic earnings per share calculation
plus the number of common shares that would be issued assuming exercise or
conversion of all potentially dilutive common shares outstanding. The Company
excludes equity instruments from the calculation of diluted weighted average
shares outstanding if the effect of including such instruments is anti-dilutive
to earnings per share.


-6-


Note
2 - Reclassifications





The
Company reviewed the classification of its operating expenses and other income
items for the period ended March 31, 2007. As a result of the review, certain
amounts have been reclassified to conform to the current presentation. The
reason for the reclassifications was the reallocation of certain departmental
expenses. The reclassifications were all contained in the operating expense
classification of the Consolidated Statement of Operations and the results of
the reclassifications did not impact previously reported financial position,
cash flows, or results of operations.




Three
      Months Ended March 31, 2007As
      Reported
            
            Change
            
            As
      ReclassifiedReclassified
      items:Cost
      of Sales
            
            $
            281,418
            
            
            $
            76,666
            
            
            $
            358,084General
      and Administrative
            
            
            227,317
            
            
            
            (76,666
            )
            
            
            150,651Net
      effect of reclassifications
            
            
            -
            
            
            
            -
            
            
            
            -




Note
3 - Financial Condition, Liquidity, and Going Concern





At March
31, 2008, the Company has a working capital deficit of $1,233,088 and an
accumulated deficit of $2,727,398. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. To date, the Company
has been dependent upon officer advances to finance operations. The Company has
developed a plan to address its precarious financial situation. The plan is
based on the Company’s current financial assets, backlog and expectations
regarding revenues and operating costs. The Company believes it can meet the
financial requirements of the current plan for year end 2008 without raising
additional funds.





The
ability of the Company to achieve its goals is dependent upon future capital
raising efforts, obtaining and maintaining favorable contracts, and the ability
to achieve future operating efficiencies anticipated with increased production
levels. There can be no assurance that the Company’s future efforts and
anticipated operating improvements will be successful.





The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.




Note
4 - Geographical Segments





Product
revenues are attributed to regions based on the location of the customer. The
following table summarizes the company’s geographical customer concentration of
total product revenue.





Three
      months ended March 31,Region:
            
            2008
            
            
            2007United
      States
            
            
            48
            %
            
            
            100
            %Europe
            
            
            52
            %Total:
            
            
            100
            %
            
            
            100
            %






-7-


Note
5 - Inventory





Inventory
consists of used equipment that can be re-manufactured for re-sale and parts. At
March 31, 2008, inventory consisted of the following:




March
      31, 2008Raw
      materials
            
            $
            124,147$
            124,147




Note
7 - Notes Payable





The
Company has a revolving line of credit from a financial institution totaling
$35,000.  At March 31, 2008 the line of credit was fully extended and
the Company has required monthly payments of interest at 6.5% above Prime
Rate.  On October 18, 2009, the outstanding balance on the line of
credit converts to an installment note payable of equal installments of interest
and principal until September 30, 2013.





The
Company has a revolving line of credit from a foreign financial institution
totaling $15,284.  At March 31, 2008 $6,707 of the line of credit was
extended to the Company. The line of credit bears a monthly interest ranging
from10%-13% based on the amount extended.




In
November, 2007, the Company and Mr. Zahir Teja, CEO entered into an
agreement with Mr. Davidov pursuant to which Mr. Davidov would be paid $20,000 a
month until the outstanding balance was paid off. Payments of $50,000 were made
under this agreement in the three months ended March 31, 2008. As of March 31,
2008 the outstanding balance due under the agreement was approximately $14,459.
On April 24, 2008 the Company paid the remaining outstanding
balance.




At March
31, 2008 notes payable consist of the following:




As
      of March 31, 2008Total
      amount
            
            
            CurrentNote
      payable to a financial institution in a foreign country; 12.4% per annum;
      monthly payments of $242
            
            $
            4,616
            
            
            $
            3,141Note
      payable to a financial institution; 0% interest per annum; monthly
      payments of $756 to 2012; collateralized by an automobile.
            
            
            42,317
            
            
            
            9,828Note
      payable to an individual; interest at 10% per annum
            
            
            14,459
            
            
            
            14,459Note
      payable to an individual;  interest at 7%
            
            
            13,869
            
            
            
            13,869$
            75,261
            
            
            $
            41,297






-8-


Note
8 - Legal Settlement





On June
10, 2004, the Company entered into a business arrangement with Kellstrom which
contained a covenant not to compete, confidentiality provision, and restrictions
to do business in the Ground Support Equipment with its clients. This business
arrangement failed and a Termination Agreement was signed by the Company on
December 8, 2004 wherein the Company was obligated to pay a sum of
$1,187,275.





On May
26, 2006, the Company entered into a settlement agreement whereby it agreed to
issue purchase credits in the amount of $500,000 and make cash payments of
$150,000. In addition, the Company agreed to pay an additional sum of $566,174,
in the event that (a) the Company defaulted on purchase credits or (b) if the
Company is awarded a one-time specific contract from a specific customer before
May 26, 2008. If the order is not accepted by May 26, 2008 and we do not default
on the remaining purchase credits no further obligation is due. The Company’s
management has determined that the likelihood for receiving the order is less
than probable and, therefore, the contingency sum of $566,154 has been recovered
and recorded as a recovery of contingency in accordance with EITF 01-10. At
March 31, 2008, the remaining balance of the legal settlement was $384,000 in
trade credits.




Note
9 - Related Party Transactions





As of
March 31, 2008 the Company owed an officer for his advances the total balance of
$409,690 of which $40,315 is current. These advances are non-interest bearing
and the officer has agreed not to demand payment of the long term portion during
the next twelve months. During the three months ended March 31, 2008 the Company
paid the officer $8,295 towards the debt.





During
the three months ended March 31, 2008 the Company accrued salaries to officers
in the aggregate amount of $205. The amount of $2,588 was a non interest bearing
advance from a related party and $7,000 was unpaid expenses to an
officer.





On April
26, 2007, the Company entered into a consulting agreement with a related party
to assist the Company with its business development.  Consulting fees
under the agreement require a minimum annual payment of $120,000.  At
March 31, 2008, the Company has accrued $106,311 due to the related
party.




Note
10 - Leases





The
Company leases a 7,500 square feet operating facility under a non cancelable
lease expiring September 30, 2008. The lease contains a one-year renewal
option. Minimum lease payments through September 30, 2008 are $18,000. Lease
expenses for the three months ended March 31, 2008 and 2007 totaled $9,000 and
$16,096 respectively.




Note 11 - Income Taxes










-9-





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




FORWARD-LOOKING
STATEMENTS




The
information set forth in Management’s Discussion and Analysis of Financial
Condition and Results of Operations (“MD&A”) contains certain
“forward-looking statements”, including, among others (i) expected changes in
the Company’s revenues and profitability, (ii) prospective business
opportunities and (iii) the Company’s strategy for financing its business.
Forward-looking statements are statements other than historical information or
statements of current condition. Some forward-looking statements may be
identified by use of terms such as “believes,” “anticipates,” “intends” or
“expects.” These forward-looking statements relate to the plans, objectives and
expectations of the Company for future operations. Although the Company believes
that its expectations with respect to the forward-looking statements are based
upon reasonable assumptions within the bounds of its knowledge of its business
and operations, in light of the risks and uncertainties inherent in all future
projections, the inclusion of forward-looking statements in this report should
not be regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved.




You
should read the following discussion and analysis in conjunction with the
Financial Statements and Notes attached hereto, and the other financial data
appearing elsewhere in this quarterly report.




The
Company’s revenues and results of operations could differ materially from those
projected in the forward-looking statements as a result of numerous factors,
including, but not limited to, the following: the risk of significant natural
disaster, the inability of the Company to insure against certain risks,
inflationary and deflationary conditions and cycles, currency exchange rates,
changing government regulations domestically and internationally affecting our
products and businesses.




OVERVIEW




Phoenix
International Ventures, Inc. (“PIV” or the “Company”) was incorporated on August
7, 2006. The financial statements are consolidated with the Company's wholly
owned subsidiaries, Phoenix Aerospace, Inc and Phoenix Europe Ventures
Ltd.




The
Company manufactures support equipment for military aircraft which are used for
maintaining, operating or testing aircraft sub-systems. It remanufactures some
of the existing support equipment which is in need of overhaul or facing
maintainability and components obsolescence issues and it also manufactures new
support equipment.  We are ISO 9001/2000 certified which is due for
renewal on April 26, 2010.   We have licensing agreement with
Lockheed Martin Aeronautics Company to re-manufacture several types of Support
Equipment for P-3 Orion surveillance aircraft.   We also have a
marketing, sales and manufacturing agreement with Honeywell Aerospace GmbH for
Air Start Cart, RST-184 which is used on various aircraft.




The main
users of the equipment are the United States Air Force, US Navy and
defense-aerospace companies.





-10-


Results
of Operations




Financial
Information - Percentage of Revenues




(Unaudited)




Three
      Months endedMarch
      31,2008
            
            
            2007Revenues
            
            
            100
            %
            
            
            100
            %Cost
      of Goods Sold
            
            
            -52
            %
            
            
            -78
            %Gross
      Profit
            
            
            48
            %
            
            
            22
            %Operating
      Expenses:General
      and Administrative
            
            
            -48
            %
            
            
            -33
            %Total
      Operating Expenses
            
            
            -48
            %
            
            
            -33
            %Other
      Income (Expenses)
            
            
            120
            %
            
            
            -1
            %Income
      (Loss) before Taxes
            
            
            -1
            %
            
            
            -12
            %Net
      income (loss)
            
            
            119
            %
            
            
            -12
            %




Revenues. Revenues increased
3% to $471,166 for the three months ending March 31, 2008 compared to $458,515
for the three months ending March 31, 2007.  For the three months
ending March 31, 2008, 28% of the revenues were derived from product sales, 38%
from study contracts and 34% from manufacturing and remanufacturing orders in
comparison to the three months ending March 31, 2007 in which 70% of its
revenues were derived from product sales, 25% from study contracts and 5% from
manufacturing and remanufacturing orders.




For the
three months ending March 31, 2008, two customers represented 64% of our
revenues. As of March 31, 2008, 48% of our revenues were derived from U.S.
customers and 52% from European customers. Management believes, that revenue
from European customers will continue to be a significant portion of our
sales.




Cost of Sales. Cost of
revenues consists primarily of sub contractors and raw materials used in
manufacturing along with other related charges. Cost of sales decreased 31% to
$245,396 for the three months ending March 31, 2008, compared to $358,084 for
the three months ending March 31, 2007, representing 52% and 78% of the total
revenues for three months ending March 31, 2008 and March 31, 2007,
respectively. The decrease in our cost of sales as percentage of our revenues in
the three months ended March 31, 2008 is primarily attributable to the increase
in remanufacturing orders which tend to have higher margins and require less
cost of sales than product sales orders.




General and Administrative
Expenses. General and administrative expenses increased by 51% to
$227,749 for the three months ending March 31, 2008 from $150,651 for the three
months ending March 31, 2007.  The increases in general and
administrative costs are primarily attributable to an increase of $63,750 in
salaries and consulting fees in the three months ended March 31, 2008 as
compared with the same period in 2007. As a percentage of revenues, general and
administrative expenses increased to 48% for the three months ending March 31,
2008, as compared to 33% for the three months ending March 31,
2007.





-11-


Other income. The company had
other income of $560,951. This was caused by the recovery of a $566,154
contingency related to a legal settlement. This is non recurring
income.





Income (loss) before Taxes.
Net income before taxes for the three months ending March 31, 2008 amounted to
$558,972 as compared to a net loss before taxes of $54,267 for the three months
ending March 31, 2007. The increase in net income before taxes is primarily due
to a non recurring recovery of contingency income in the amount of
$566,154





Taxes on income.The company
does not expect to pay any income tax on its profit due to carry forward of
losses from prior years.





Net (loss)
income. Net income
for the three months ending March 31, 2008 amounted to $558,972 as compared to a
net loss of $54,276 for the same period in the year 2007. The increase in income
is attributable primarily to a recovery of a contingent loss in the amount
of $556,154.




LIQUIDITY
AND CAPITAL RESOURCES




Cash as
of March 31, 2008, amounted to $32,045 as compared with $70,314 as of December
31, 2007, a decrease of $38,269. Net cash used in operating activities for the
three months ended March 31, 2008, was $51,192. Net cash provided by financing
activities for the three months ended March 31, 2008 was $12,923.




Our
capital investments are primarily for the purchase of equipment for services
that we provide or intend to provide. This equipment includes truck, shop tools,
and shop machinery.




The
Company leases its 7,500 square foot operating facility under a lease expiring
September 30, 2008. The lease contains a one-year renewal option.
Minimum lease payments through September 30, 2008 are $18,000.




We shall
continue to finance our operations mainly from the cash provided from operating
activities. Management believes that it will execute significant portions of its
backlog in the next twelve months; proceeds from sales are expected to fund our
operations for the next twelve months. As of March 31, 2008, the Company had a
backlog of approximately $4,282,393. Two of the orders are from two customers
for the approximate amount of $1,936,349. These orders are for time, material
and agreed profit. The Company collects a significant amount of these revenues
on a monthly basis and for progress towards milestone billing. For these types
of orders, which make up approx a third of the Company’s backlog, there is no
need for the Company to finance materials and labor. Additionally, management is
expecting, although there can be no assurance, that additional orders will come
in. Working capital deficit decreased to $1,233,088 at March 31, 2008
from $1,855,493 in December 31, 2007 mainly due to a recovery of a
contingency.  The senior management is also willing to defer salary
payments if necessary. As a result, the Company believes it will have enough
funds from its operations to support its operations for the next twelve
months.




We may
consider raising additional capital through private and/or public placements to
fund possible acquisitions and business development activities and for working
capital.





-12-


Item
      3.
                Quantitative and Qualitative Disclosures about Market
      Risk
 Not
Applicable.


Item
      4 and 4T.
            Controls
      and Procedures




In
accordance with SEC release 33-8760 the company is not subject to include either
a management’s assessment on the company's internal control over its financial
reporting or their auditor's attestation report until it has filed a report with
the commission for the prior fiscal year. As a result this report does not
contain a management assessment on the Company's internal control over its
financial reporting.





(a) Evaluation of Disclosure Controls
and Procedures: We strive to maintain disclosure controls and procedures
designed to ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the specified time periods and that such
information is accumulated and communicated to management to allow timely
decisions on required disclosure. We have concluded that our disclosure
controls and procedures regarding information required to be included in SEC
reports were not adequate.




(b) Changes in Internal Control over
Financial Reporting: In light of the above, the Company performed
additional analysis and other post-closing procedures to ensure the consolidated
financial statements were prepared in accordance with generally accepted
accounting principles. Accordingly, management believes the consolidated
financial statements included in this report fairly present, in all material
respects, our financial condition, results of operations and cash flows for the
periods presented.




-13-


PART II. OTHER INFORMATION






Item1.
            Legal
      Proceedings.




The
Company and Mr. Zahir Teja, CEO have entered into a settlement agreement
with Kellstrom Defense Aerospace, Inc. This settlement agreement compromises a
final judgment in the amount of $1,173,913 entered in connection with an action
brought by Kellstrom against the Company in the United States District Court for
the Southern District of Florida. Under this agreement, the Company has paid
Kellstrom $150,000 in cash. The Company has also issued Kellstrom a $500,000
purchase credit to be applied towards the purchase of materials and services
from the Company. As of March 31, 2008 the remaining balance of the trade
credits is approximately $384,000. Upon the Company's making of the previously
described payment and Kellstrom's utilization of the previously described
purchase credit, Kellstrom will forgive certain of the Company's obligations
under an agreement previously entered into between the Company and Kellstrom. If
the Company fails to make the required settlement payments, then Kellstrom may
seek to collect the total unpaid balance of the final judgment. The Company does
not currently have the financial resources to pay off the total unpaid balance
of the final judgment.




Under a
Stipulation for Entry of Judgment, effective December 1, 2004, Mike Davidov
d/b/a Mike Davidov Investments, obtained a judgment in Superior Court of
California, County of Los Angeles, Central District in the aggregate amount of
$91,343 against Phoenix Aerospace, Inc. and Mr. Teja. In the underlying action,
Mr. Davidov sought to collect on a promissory note issued by Phoenix Aerospace,
Inc. and Mr. Teja in the original principal amount of $84,617 and accrued
interest thereon of $25,385. The Stipulation provided for monthly payments of
$10,000 each before the tenth day of the applicable month until the outstanding
balance is paid in full. Upon a payment default, Mr. Davidov has the right to
seek a Writ of Execution. The Company did not live up to the stipulation and
Davidov filed with a Nevada court to seize assets of Mr. Teja. In November,
2007, the Company and Mr. Teja entered into an agreement with Mr. Davidov
pursuant to which Mr. Davidov would be paid $20,000 a month until the
outstanding balance was paid off. Payments of $50,000 were made under this
agreement in first quarter 2008, additional legal fees were added to the account
and as of March 31, 2008 the outstanding balance due under the agreement was
approximately $14,459. On April 24, 2008 the company has settled the remaining
outstanding balance in full.




Item2.
            Unregistered
      Sales of Equity Securities and Use of
Proceeds.




None.




Item
      3.
            Default
      upon Senior Securities.




Not
applicable.




Item4.
            Submission
      of Matters to a Vote of Security
Holders.




Not
applicable.




Item 5.
            Other
      Information.




Not
applicable.




-14-




Item 6.
            Exhibits




No.
            Exhibit31.1
            Certification
      by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2
            Certification
      by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1
            Certification
      by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.32.2
            Certification
      by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.






-15-


SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




Phoenix
      International Ventures, Inc.(Registrant)May
      12, 2008
            By:
            /s/
      Zahir TejaZahir
      Teja
              President
      and Chief Executive Officer




-16-