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 **June 30, 2007**





[  ]
      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 small business issuer as specified in its charter)





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








(Address
      of principal executive offices)


Zahir
      Teja, President & CEO


2201
      Lockheed Way


Carson
      City, Nevada 89706


(775)
      882-9700


_______________


(Issuer's
      telephone number, including area code)





All
      Correspondence to:


Arthur
      S.
      Marcus, Esq.


Gersten
      Savage LLP


600
      Lexington Avenue, 9th Floor


New
      York,
      New York 10022


(212)
      752-9700





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
      [ ] No [X]


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 August 22,
        2007 was 6,996,000.





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]




-1-




Phoenix
      International Ventures, Inc.





TABLE
      OF
      CONTENTS





Page





PART
      I


FINANCIAL
      INFORMATION





Item
                1. Financial
                StatementsUnaudited
                Balance Sheet as of June 30, 2007
            3Unaudited
                Consolidated Statements of Operations for the Three Months Ended and
                Six Months Ended June 30, 2007 and 20063
            4Unaudited
                Statements of Cash Flows for the Six Months Ended June 30, 2007 and
                2006
            5Notes
                to Unaudited Financial Statements
            6Item
                2. Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            14Item
                3. Controls and
                Procedures
            10PART
                IIOTHER
                INFORMATIONItem
                1  Legal
                Proceedings
            14Item
                2  Changes in
                Securities and Small Business Issuer Purchases of Equity
                Securities
            15Item
                3  Defaults upon
                Senior Securities
            15Item
                4  Submission of
                Matters to a Vote of Security Holders
            15Item
                5 
                Other Information
            15Item
                6 
                Exhibits and Reports on Form 8-K
            15




-2-




PART
      I


FINANCIAL
      INFORMATION





**Phoenix
                International Ventures, Inc.****Consolidated
                Balance Sheet****June
                30, 2007****(Unaudited)**AssetsCurrent
                assetsAccounts
                receivable
            
            $
            96,411Inventory
            
            
            114,000Prepaid
                expenses
            
            
            2,770Total
                current assets
            
            
            213,181Property
                and equipment, net
            
            
            24,660Total
                assets
            
            $
            237,841Liabilities
                and Stockholders' (Deficit)Current
                liabilitiesBank
                overdraft
            
            $
            5,288Line
                of credit
            
            
            41,856Accounts
                payable and accrued expenses
            
            
            577,422Notes
                payable
            
            
            109,918Legal
                settlement
            
            
            398,980Due
                to related party
            
            
            49,988Total
                current liabilities
            
            
            1,183,452Long
                term liabilitiesLegal
                settlement - long-term
            
            
            566,174Due
                to related party
            
            
            509,375Total
                liabilities
            
            
            2,259,001Common
                stock subject to mandatory redemption396,000
                shares issued and outstanding
            
            
            198,000Stockholders'
                (deficit)Preferred
                stock - $0.001 par value; 1,000,000 sharesauthorized;
                zero shares issued and outstanding
            
            
            -Common
                stock - $0.001 par value; 50,000,000 sharesauthorized;
                6,600,000 shares issued and outstanding
            
            
            6,600Paid
                in capital
            
            
            79,755Accumulated
                (deficit)
            
            
            (2,305,515
            )(2,219,160
            )Total
                liabilities and stockholders' (deficit)
            
            $
            237,841See
                notes to the financial statements




-3-





**Phoenix
                International Ventures, Inc.****Consolidated
                Statements of Operations****For
                the Three and Six Months Ended June 30, 2007 and
                2006****(Unaudited)****Six
                months ended**
            
            
            **Three
                months ended****June
                30,**
            
            
            **June
                30,****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**Sales
            
            $
            712,490
            
            
            $
            681,544
            
            
            $
            253,975
            
            
            $
            586,986Cost
                of sales
            
            
            365,797
            
            
            
            320,347
            
            
            
            84,379
            
            
            
            257,185Gross
                margin
            
            
            346,693
            
            
            
            361,197
            
            
            
            169,596
            
            
            
            329,801Operating
                expensesGeneral
                and administrative expenses
            
            
            576,923
            
            
            
            302,803
            
            
            
            350,458
            
            
            
            166,365Depreciation
            
            
            1,704
            
            
            
            1,620
            
            
            
            852
            
            
            
            810Total
                operating expenses
            
            
            578,627
            
            
            
            304,423
            
            
            
            351,310
            
            
            
            167,175Income
                (loss) from operations
            
            
            (231,934
            )
            
            
            56,774
            
            
            
            (181,714
            )
            
            
            162,626Other
                income (expense)Interest
                expense
            
            
            (8,741
            )
            
            
            (8,304
            )
            
            
            (4,694
            )
            
            
            (4,896
            )Income
                from cancellation of debt
            
            
            -
            
            
            
            7,000
            
            
            
            -
            
            
            
            7,000(8,741
            )
            
            
            (1,304
            )
            
            
            (4,694
            )
            
            
            2,104Income
                (loss) before taxes
            
            
            (240,675
            )
            
            
            55,470
            
            
            
            (186,408
            )
            
            
            164,730Income
                taxes
            
            
            (9
            )
            
            
            -
            
            
            
            -
            
            
            
            -Net
                income (loss)
            
            $
            (240,684
            )
            
            $
            55,470
            
            
            $
            (186,408
            )
            
            $
            164,730Net
                income (loss) per common share:Basic
                and diluted
            
            $
            (0.04
            )
            
            $
            2.77
            
            
            $
            (0.03
            )
            
            $
            8.24Weighted
                average shares outstanding:Basic
                and diluted
            
            
            6,600,000
            
            
            
            20,000
            
            
            
            6,600,000
            
            
            
            20,000See
                notes to the financial statements





-4-





**Phoenix
                International Ventures, Inc.****Consolidated
                Statements of Cash Flows****For
                the Six Months Ended June 30, 2007 and 2006****(Unaudited)****2007**
            
            
            **2006**Cash
                flows from operating activitiesNet
                cash (used in) operating activities
            
            $
            (9,382
            )
            
            $
            (55,004
            )Cash
                flows from investing activitiesCash
                received in acquisition of subsidiary
            
            
            3,334Purchase
                of fixed assets
            
            
            (1,200
            )
            
            
            -Net
                cash provided by investing activities
            
            
            2,134
            
            
            
            -Cash
                flows from financing activitiesBank
                overdraft
            
            
            5,288
            
            
            
            -Proceeds
                of line of credit
            
            
            6,856
            
            
            
            -Proceeds
                of note payable
            
            
            -
            
            
            
            60,000Repayment
                of notes payable
            
            
            (6,637
            )
            
            
            (18,000
            )Proceeds
                (repayment) of officer advances, net
            
            
            (14,602
            )
            
            
            52,238Net
                cash provided by (used in) financing activities
            
            
            (9,095
            )
            
            
            94,238Increase
                (decrease) in cash
            
            
            (16,343
            )
            
            
            39,234Cash,
                beginning of period
            
            
            16,343
            
            
            
            9,240Cash,
                end of period
            
            $
            -
            
            
            $
            48,474Cash
                paid forInterest
            
            $
            4,038
            
            
            $
            1,500Income
                taxes
            
            $
            -
            
            
            $
            -Non-cash
                investing and financing activities:Issuance
                of 396,000 shares of common stockin
                exchange for debt
            
            $
            198,000
            
            
            $
            -See
                notes to the financial statements





-5-





**Note
      1 - Summary of Significant Accounting Policies**




**Organization
      and Nature of Activities**




Phoenix
      International Ventures, Inc. (PIV) was organized August 7, 2006 as a Nevada
      Corporation. The Company was formed to invest in the field of aerospace defense.
      Phoenix Aerospace, Inc. (PAI) was organized April 18, 2003 as a Nevada
      Corporation that specializes in manufacturing, re-manufacturing and upgrading
      of
      Ground Support Equipment (GSE) used in military and commercial
      aircraft.




Effective
      January 1, 2007, Phoenix International Ventures issued 3,000,000 shares of
      its
      common stock to the shareholder of Phoenix Aerospace, Inc. in exchange for
      all
      the issued and outstanding common stock of PAI pursuant to a Share Exchange
      Agreement. As a result of the transaction, the Company’s CEO and certain of his
      family members under his voting control possess a majority of the Company’s
      issued and outstanding common stock. The CEO owns the largest minority interest.
      PIV’s CEO was the sole shareholder, officer and director of PAI prior to the
      transaction and will continue to be the CEO of PIV. The transaction is
      considered in substance a capital transaction, and has been accounted for as
      a
      reverse acquisition, thus no goodwill or other intangible assets were
      recorded.  On this basis, the historical financial statements as of
      and prior to the acquisition date represent the operations of PAI.




**Basis
      of Consolidation**





The
      consolidated financial statements include the accounts of the Company, its
      wholly owned USA subsidiary, Phoenix Aerospace, Inc., and its wholly owned
      Israeli subsidiary, Phoenix Europe Ventures, Ltd. The expenditures of Phoenix
      Europe Ventures are generally incurred in New Israeli Shekels (NIS). Significant
      intercompany accounts and transactions have been eliminated in
      consolidation.





**Basis
      of Presentation**





The
      interim consolidated financial statements included herein have been prepared
      by
      the Company, without audit, pursuant to the rules and regulations of the
      Securities and Exchange Commission ("SEC") pursuant to Item 310 of Regulation
      S-B. 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 of financial position as of June 30, 2007, results
      of
      operations and cash flows for the three and six months ended June 30, 2007
      and
      2006, as applicable, 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, 2006 financial statements and the notes thereto included in the
      Company's Form SB-2, as amended.





**Net
      (Loss) per Common Share**





The
      Company follows SFAS 128, "Earnings per Share". Basic earnings (loss) per common
      share calculations are determined by dividing net income (loss) by the weighted
      average number of shares of common stock outstanding during the year. Diluted
      earnings (loss) per common share calculations are determined by dividing net
      income (loss) by the weighted average number of common shares and dilutive
      common share equivalents outstanding. During the periods when they are
      anti-dilutive, common stock equivalents, if any, are not considered in the
      computation.





-6-





**Note
      2 - Financial Condition, Liquidity, and Going Concern**





The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplates continuation of the Company as a going concern.





The
      Company incurred a net loss of $240,684 for the six months ended June 30, 2007.
      At June 30, 2007, the Company had a working capital deficit of $970,271 and
      a
      stockholders' deficit of $2,219,160. These conditions raise substantial doubt
      about the Company's ability to continue as a going concern.





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.





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.




**Note
      3 - Notes Payable**





At
      June
      30, 2007, notes payable consist of the following:





Note
                payable in the amount of $84,517 plus interest. The note was due
                December
                18, 2003. On January 21, 2005 a judgment was filed against the Company.
                The note is currently accruing interest at 10%
            
            $
            95,055Note
                payable with interest accrued at 7%, due February 28, 2008
            
            
            14,863$
            109,918





**Note
      4 - Legal Settlement**





On
      June
      10, 2004, the Company entered into a business arrangement which contained a
      covenant not to compete, confidentiality provision, and restrictions to do
      business in the Ground Support Equipment industry 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. Under the provisions of the Termination Agreement, the Company
      paid
      a sum of $168,000 in December 2004 and was in default for the balance of
      $1,019,275. As a result, the dispute went to arbitration, and an award of
      $1,173,913 plus interest at the statutory rate was ordered against the Company
      on December 26, 2005.




On
      May
      26, 2006, the Company entered into a settlement agreement whereby it agreed
      to
      make cash payments of $150,000 plus purchase credits of $500,000 to be applied
      towards materials and services from the Company. Furthermore, the Company agreed
      to pay an additional sum of $566,174, in the event that (a) the Company
      defaulted in making the cash payments or providing purchase credits or (b)
      if
      the Company is awarded a one-time specific contract from a specific customer
      within two years of the May 26, 2006 settlement agreement. To date, the Company
      has met its obligations under the May 26, 2006 settlement agreement and has
      made
      cash payments of $125,000 and applied $126,020 in purchase credits.





-7-





**Note
      5 - Related Party Transactions**





An
      officer has made periodic advances to the Company which totaled $558,965, of
      which $49,988 is the current portion at June 30, 2007. 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.




**Note
      6 - Share Capital**





The
      Company is authorized to issue 1,000,000 shares of $0.001 preferred stock and
      50,000,000 shares of $0.001 par value common stock.




On
      January l, 2007, the Company issued 3,000,000 shares of common stock in exchange
      for all of the issued and outstanding stock of Phoenix Aerospace, Inc. as part
      of a reverse merger.




On
      January 1, 2007, the Company issued 396,000 shares of common stock in exchange
      for notes payable in the amount of $198,000. Should registration of shares
      not
      be effective by December 2007, the original principal amount, without penalty,
      shall be returned to the creditors via the repurchase of the stock. This
      transaction falls within the scope of SFAS 151, the repurchase feature is
      accounted for as a liability under "shares subject to mandatory redemption".
      As
      a result these shares are not accounted for in the Company's outstanding shares
      and weighted average shares for earning per share. The Company's registration
      statement was declared effective on August 6, 2007, as a result the repurchase
      feature mentioned above is void as of that date.




On
      December 14, 2006, the Company entered into employment agreements with three
      key
      officers. In connection with these agreements, the Company agreed to grant
      990,000 options to purchase common stock at a price of $0.50 per share. The
      employment agreements became effective on April 26, 2007. The above mentioned
      options have been granted accordingly on April 26, 2007.





On
      October 2, 2006, the Company entered into a consulting agreement with a related
      party. In connection with this agreement, the Company agreed to grant 330,000
      options to purchase common stock at a price of $0.50 per share. The consulting
      agreement became effective on April 26, 2007. The above mentioned options have
      been granted accordingly on April 26, 2007.





On
      July
      27, 2006, the Company entered into a retention agreement with a law firm. As
      part of this agreement, the Company agreed to grant warrants to purchase 170,000
      shares of common stock at $1.00 per share. The warrants were to be granted
      immediately prior to the effective date of the SB-2 registration statement
      filed
      with the Securities and Exchange Commission.  The above mentioned
      options have been granted accordingly on August 6, 2007, the date of
      effectiveness of the Company's SB-2.





At
      June
      30, 2007, stock options outstanding were as follows:


WeightedNumber
                of
            
            
            AverageOptions
            
            
            Exercise
                PriceOptions
                outstanding at the beginning of the year
            
            
            -
            
            
            $
            -Granted
            
            
            1,320,000
            
            
            $
            0.50Options
                outstanding at the end of the period
            
            
            1,320,000
            
            
            $
            0.50Options
                vested and exercisable
            
            
            1,320,000
            
            
            $
            0.50Weighted
                average fair value of options granted
            
            
            
            
            
            $
            0.08




-8-




**Note
      6 - Share Capital (Cont'd)**




The
      following table summarizes information about options outstanding and exercisable
      at June 30, 2007:




**Options
                Outstanding**Number
                of
            Weighted
                Average
            Weighted
                AverageRange
                price ($)
            Options
            Remaining
                Life
            Exercise
                price$0.50
            1,320,000
            3.5
                years
            $0.50





**Note
      7 – Concentrations**





For
      the
      six months ended June 30, 2007, two customers represented 73% of the Company’s
      revenues.  For the six months ended June 30, 2006, two customers
      represented 66% of the Company’s revenues.  At June 30, 2007, two
      customers represented 96% of the Company’s accounts receivable
      balance.








**Note
      8 – Subsequent Events**





On
      August
      6, 2007, the Company’s SB-2 registration statement was declared effective by the
      Securities and Exchange Commission (SEC).





-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. PIV has no operations and operates as a holding company. The financial
      statements are consolidated with the Company's wholly owned USA subsidiary,
      Phoenix Aerospace, Inc., and its wholly-owned Israeli subsidiary, Phoenix Europe
      Ventures Ltd.





Phoenix Aerospace, Inc (PAI) was incorporated on April 18, 2003. The Company,
      Zahir Teja, and Phoenix Aerospace, Inc. entered into a Share Exchange Agreement
      dated as of December 1, 2006. As a result of this transaction, PAI became a
      wholly owned subsidiary of the Company. The effective date of this transaction
      was January 1, 2007. The foregoing transaction has been treated for accounting
      purposes as a “reverse merger.”




The
      principal business reason for the share exchange was to establish a holding
      company structure.  This structure, the Company believes, facilitates
      future acquisitions and the opening up of new lines of business.  Of
      course, there can be no assurance that the Company will make any such
      acquisitions or open up any such new lines of business.





PAI
      manufactures support equipment for military aircraft which are used for
      maintaining, operating or testing aircraft sub-systems. It manufactures 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.





PAI
      is
      ISO 9001/2000 certified. The Company has recently renewed the process and
      extended its ISO 9001/2000 certificate until April 26, 2010. PAI has a licensing
      agreement with Lockheed Martin Aeronautics Company to re-manufacture several
      types of Support Equipment for P-3 Orion surveillance aircraft. PAI has a
      marketing, sales and manufacturing agreement with Honeywell Aerospace GmbH
      for
      Air Start Cart, RST-184 which is used on various aircraft.





-10-




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




**Financial
      Information - Percentage of Revenues (Unaudited)**




**Six
                months ended June 30,****2007**
            
            
            **2006**Revenues
            
            
            100
            %
            
            
            100
            %Cost
                of Goods Sold
            
            
            -51
            %
            
            
            -47
            %Gross
                Profit
            
            
            49
            %
            
            
            53
            %Operating
                Expenses:Research
                and Development
            
            
            0
            %
            
            
            0
            %Marketing
                and Selling
            
            
            0
            %
            
            
            0
            %General
                and Administrative
            
            
            -81
            %
            
            
            -44
            %Total
                Operating Expenses
            
            
            -81
            %
            
            
            -45
            %Other
                Income (Expenses)
            
            
            -1
            %
            
            
            0
            %Income
                (Loss) before Taxes
            
            
            -34
            %
            
            
            8
            %Net
                income (loss)
            
            
            -34
            %
            
            
            8
            %





**RESULTS
      OF OPERATIONS**




**COMPARISON
      OF THE SIX MONTHS ENDED JUNE 30, 2007 AND JUNE 30, 2006**




**Revenues**. 
      Revenues increased 5% to $712,490 for the six months ended June 30, 2007
      compared to $681,544 for the six months ended June 30, 2006. Revenues were
      geographically generated within the US. The increase in revenues is primarily
      attributable to the procurement of new orders and programs by the
      Company.  Revenues attributable to repeat customers for the six months
      ended June 30, 2007 were approximately $347,819.  For the six months
      ended June 30, 2007, 48% of the revenues were derived from product sales, 39%
      from study contracts and 13% from remanufacturing in comparison to the six
      months ended June 30, 2006 in which 56% of its revenues were derived from
      remanufacturing orders.





For
      the
      six months ended June 30, 2007, two customers represented 73% of our revenues.
      As of June 30, 2007, all of our revenues were derived from our operations in
      the
      US.





**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 increased 14% to $365,797 for the six months ended June 30, 2007, compared
      to $320,347 for the six months ended June 30, 2006, representing 51% and 47%
      of
      the total revenues for the six months ended June 30, 2007 and June 30, 2006,
      respectively.





**General
      and Administrative Expenses**. General and administrative expenses
      increased by 91% to $576,923 for the six months ended June 30, 2007 from
      $302,803 for the six months ended June 30, 2006.  The increase in
      general and administrative costs are primarily attributable to $86,321 of
      expenses related to the going public process, an increase of $42,500 in salaries
      and consulting fees and $105,600 of expense incurred due to options expensing.
      As a percentage of revenues, general and administrative expenses increased
      to
      81% for the six months ended June 30, 2007, as compared to 44% for the six
      months ended June 30, 2006.




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**Financing
      Expenses**. Financing expenses, net, increased to $8,741 for the six
      months ended June 30, 2007 as compared to $8,304 for the six months ended June
      30, 2006.





**Income
      (Loss) before Taxes**. Net loss before taxes for the six months ended
      June 30, 2007 amounted to $240,675, as compared to net income before taxes
      of
      $55,470, for the six months ended June 30, 2006.





**Taxes
      on Income** PIV had immaterial tax liability from the Israeli subsidiary
      for the six months ended June 30, 2007 as it had no income before
      taxes.





**Net
      Income (Loss).** Net loss for the six months ended June 30, 2007 was
      $240,684 as compared to net income of $55,470 for the same period in the year
      2006. The loss is attributable primarily to an increase of 91% to $576,923
      in
      general and administrative expenses for the six months ended June 30, 2007
      compared to $302,803 for the six months ended June 30, 2006.





**Income
      (Loss) Per Share.**The loss per share of common stock of Phoenix
      International Ventures, Inc for the six months ended June 30, 2007 was $0.04
      (basic and diluted shares 6,600,000 issued and outstanding shares). The earning
      per share of common stock of Phoenix Aerospace, Inc., for the six months ended
      June 30, 2006 was $2.77 (basic and diluted shares 20,000 issued and outstanding
      shares).





**COMPARISON
      OF THE THREE MONTHS ENDED JUNE 30, 2007 AND JUNE 30, 2006**




**Revenues**. 
      Revenues decreased 56% to $253,975 for the three months ended June 30, 2007
      compared to $583,986 for the three months ended June 30, 2006. Revenues were
      geographically generated within the US. The decrease in revenues is primarily
      attributable to the delivery of a sizeable order in the three months ended
      June
      30, 2006 in comparison to moderate deliveries in the three months ended June
      30,
      2007.  Revenues attributable to repeat customers for the three months
      ended June 30, 2007 were approximately $347,819.  For the three months
      ended June 30, 2007, 48% of the revenues were derived from product sales, 39%
      from study contracts and 13% from remanufacturing in comparison to the three
      months ended June 30, 2006 in which 56% of its revenues were derived from
      remanufacturing orders.





For
      the
      three months ended June 30, 2007, two customers represented 58% of our revenues.
      As of June 30, 2007, all of our revenues were derived from our operations in
      the
      US.





**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 67% to $84,379 for the three months ended June 30, 2007,
      compared to $257,185 for the three months ended June 30, 2006, representing
      33%
      and 43% of the total revenues for the three months ended June 30, 2007 and
      June
      30, 2006, respectively.****The reduction in the cost of sales
      as a percentage of revenues is due to the greater portion of the revenues being
      attributable to study contracts in the three months ended June 30, 2007 in
      comparison to the three months ended June 30, 2006.





**General
      and Administrative Expenses**. General and administrative expenses
      increased by 110% to $350,458 for the three months ended June 30, 2007 from
      $166,365 for the three months ended June 30, 2006.  The increase in
      general and administrative costs are primarily attributable to expenses related
      to the going public process, an increase of $42,500 in salaries and consulting
      fees and $105,600 of expense incurred due to options expensing. As a percentage
      of revenues, general and administrative expenses increased to 138% for the
      three
      months ended June 30, 2007, as compared to 28% for the three months ended June
      30, 2006.




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**Financing
      Expenses**. Financing expenses, net, amounted to $4,694 for the three
      months ended June 30, 2007 as compared to $4,896 for the three months ended
      June
      30, 2006.





**Net
      Income (Loss).** Net loss for the three months ended June 30, 2007 was
      $186,408 as compared to net income of $164,730 for the same period in the year
      2006. The loss is attributable primarily to an increase in general and
      administrative expenses for the three months ended June 30, 2007, which were
      $351,310 as compared to $162,626 for the three months ended June 30,
      2006.





**Income
      (Loss) Per Share.**The loss per share of common stock of Phoenix
      International Ventures, Inc for the three months ended June 30, 2007 was $0.03
      (basic and diluted shares 6,600,000 issued and outstanding shares). The earning
      per share of common stock of Phoenix Aerospace, Inc, for the three months ended
      June 30, 2006 was $8.24 (basic and diluted shares 20,000 issued and outstanding
      shares).





**COMPARISON
      OF THE BALANCE SHEET AS OF JUNE 30, 2007 AND DECEMBER 31,
      2006**





**Current
      Assets**. Current assets amounted to $213,181 as of June 30, 2007 as
      compared with $258,485 as of December 31, 2006. The decrease is primarily
      attributable to decrease in accounts receivable and cash.





**Fixed
      Assets.** Fixed assets after accumulated depreciation amounted to $24,460
      as of June 30, 2007, as compared with $25,164 as of December 31,
      2006.





**Current
      Liabilities.**As of June 30, 2007, current liabilities decreased to
      $1,183,452 as compared with $1,252,932 as of December 31,
      2006.




**Long-term
      Liabilities.** Long term liabilities were $1,075,549 as of June 30, 2007
      were unchanged in comparison to December 31, 2006.





**Officer
      Advances**. The Company had advances from a shareholder, Mr. Zahir Teja
      who is also our CEO, of $559,363 as of June 30, 2007. $49,988 of these advances
      are due on demand and $509,375 of these advances are non-interest bearing and
      are payable to the shareholder on September 30, 2008.





**LIQUIDITY
      AND CAPITAL RESOURCES**





Cash
      as ofJune 30, 2007,
      amounted to $0 as compared
      with $16,343 as ofDecember 31,
      2006, a decrease
      of $16,343. Net
      cash used in operating activities for the six months endedJune 30, 2007,
      was $9,382. Net
      cash used in financing activities for the six months endedJune 30,
      2007was
      $9,095.





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 10,000 square foot operating facility under a lease expiring
      September 30, 2007. The lease contains two, three-year renewal options. Minimum
      lease payments through September 30, 2007 are $15,843.





We
      shall
      continue to finance our operations mainly from the cash provided from operating
      activities. As of June 30, 2007, the Company had a backlog of approximately
      $2,005,542. Two of the orders are from two customers for the approximate amount
      of $1,538,542. 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
      most 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. 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 Year 2007.





On
      December 1, 2006, the Company entered into an agreement with Phoenix
      International Ventures, Inc. ("PIV") wherein Phoenix Aerospace, Inc. would
      become a wholly owned subsidiary of PIV. The effective date of this transaction
      was January 1, 2007. In this arrangement, Phoenix International Ventures, Inc.
      assumed the debt of three creditors totaling $198,000 and settled such
      liabilities by issuing 396,000 ordinary shares, par value of $ 0.001 of PIV
      for
      the value of $ 0.50 per share.





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





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**PART
      II. OTHER INFORMATION**




ITEM
      1.
      LEGAL PROCEEDINGS




Item
        1.                      Legal
        Proceedings
 
 The
        Company and Mr. Teja 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
        Kellstom $50,000. The Company has also paid the first three of four installment
        of $25,000. The remaining one installment of $25,000 was paid July 1, 2007.
        The
        Company has also issued Kellstrom a $500,000 purchase credit to be applied
        towards the purchase of materials and services from the Company. 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. Effective October 1, 2006, the Company has also assumed
        Kellstrom's obligation as tenant under a lease for the Carson City, Nevada
        facility. See “Properties and Facilities.” The settlement agreement contains
        other terms and conditions. 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. As of the date of this registration statement,
        Phoenix
        Aerospace, Inc. and Mr. Teja have not fulfilled all of their payment obligations
        under the Stipulation in accordance with the terms thereof. As of June 30,
        2007,
        the balance of the promissory note referenced in the Stipulation for Entry
        of
        Judgment, plus interest, was $90,437.  The Company has recently
        received notice that Mr. Davidov has filed a Notice of Foreign Judgment in
        the
        Second Judicial District of the State of Nevada, County of Washoe.


**Dividends**





We
      have
      not paid any dividends on our common stock. We currently intend to retain any
      earnings for use in our business, and therefore do not anticipate paying cash
      dividends in the foreseeable future.





**Off
      Balance Sheet Arrangements**





None.





Item
      3.                      Controls
      and Procedures





With
      the
      participation of management, our Chief Executive Officer and Chief Financial
      Officer evaluated our disclosure controls and procedures within the 90 days
      preceding the filing date of this quarterly report. Based upon this evaluation,
      the Chief Executive Officer and Chief Financial Officer concluded that our
      disclosure controls and procedures are effective in ensuring that material
      information required to be disclosed is included in the reports that we file
      with the Securities and Exchange Commission.





There
      were no significant changes in our internal control over financial reporting
      to
      the knowledge of our management, or in other factors that have materially
      affected or are reasonably likely to materially affect these internal controls
      over financial reporting subsequent to the evaluation date.









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Item
      2.                      Changes
      in Securities and Small Business Issuer Purchases of Equity
      Securities





None.





Item
      3.                      Default
      upon Senior Securities





Not
      applicable.





Item
      4.                      Submission
      of Matters to a Vote of Security Holders





Not
      applicable.





Item
      5.                      Other
      Information





Not
      applicable.





Item
      6.                      Exhibits
      and Reports on Form 8-K








(a)           Exhibits




Not
      applicable.





-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)Date:
                August 28,
                2007
            By:
            /s/ Zahir
              TejaZahir
              TejaPresident


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