UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549








(Amendment
No. 1)





(Mark
One)





þ
            Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934for
      the quarterly period ended  June 30,
  2009





o
            Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      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.)





61B
Industrial PKWY


Carson
City, NV 89706


(Address
of principal executive offices)





(775)
882-9700


(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.Yesþ  Noo





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). Yeso  Noo





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
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filero
            Accelerated
      fileroNon-accelerated
      filero
              (do
      not check if a smaller reporting company)
            Smaller
      reporting companyþ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yeso Noþ





The
number of shares outstanding of the issuer’s common stock, as of August 11, 2009
was 8,054,334.


-1-


EXPLANATORY
NOTE








This
Amendment No. 1 on Form 10-Q/A (the “Amendment”) of Phoenix International
Ventures, Inc.  (the “Company”) amends the Company’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2009, originally filed with the
Securities and Exchange Commission on August 11, 2009 (the “Original Report”).
This Amendment is being filed solely to amend the certifications of the
Company’s Chief Executive Officer and Chief Financial Officer required pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 appended as Exhibits 31.1 and
31.2.  Specifically, the Company is re-filing these certifications
solely to (i) add certain required language in the introductory paragraph of
paragraph 4 and the language of paragraph 4(b) required by Item 601(b)(31) of
Regulation S-K; (ii) to remove the title of the individual providing the
certification in the first line of the certification, and (iii) to revise the
certifications to use the word “report” instead of “quarterly report” in
paragraphs 2, 3, and 4.





Other
than these changes, the remainder of the document is unchanged from the Original
Report.  This Amendment does not reflect events occurring after the
filing of the Original Report or modify or update the disclosures therein in any
way other than as required to reflect the changes described in this Explanatory
Note.





This
Amendment has been signed as of a current date, and includes the amended
certifications as Exhibits 31.1 and 31.2, which are currently
dated.




-2-











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.





-3-
 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)November
      24, 2009
            By:
            /s/ Zahir
      TejaZahir
      TejaPresident
      and Chief Executive Officer


November
      24, 2009
              By:
              /s/ Neev
      NissensonNeev
      NissensonChief
      Financial Officer
                  (principal
      financial and accounting officer)




-4-
















INDEX
TO 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.













-5-