**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 September 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
                incorporation
                  or organization)
              (I.R.S.
                  Employer
                Identification
                  No.)
 
 **42
        Carry Way**
 **Carson
        City, NV 89706**
 (Address
        of principal executive offices)
  **(775)
        882-9700**
 (Issuer’s
        telephone number, including area code)
  **2201
        Lockheed Way**
 **Carson
        City, Nevada 89706**
 (Former
        Address if Changed since the Last Report)
  All
        Correspondence to:
 Arthur
        S.
        Marcus, Esq.
 John
        H.
        Riley, 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 [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 November 9,
        2007 was 7,096,000.
  Transitional
        Small Business Disclosure Format (check one): Yes [ ] No [X]
  -1-
  **Phoenix
        International Ventures, Inc.**
  **TABLE
        OF CONTENTS**
  **Page**
   PART
                    I FINANCIAL INFORMATIONItem
                    1.              Financial
                    Statements
                3Consolidated
                    Balance Sheet September 30, 2007 (Unaudited)
                4Consolidated
                    Statements of Operations for the Three and Nine Months Ended
                    September 30,
                    2007 and 2006 (Unaudited)
                5Consolidated
                    Statements of Cash Flows for the Nine Months Ended September
                    30, 2007 and
                    2006 (Unaudited)
                6Notes
                    to the Financial Statements
                7Item
                    2.                       
                    Management’s Discussion and Analysis of Financial Condition and Results
                    of
                    Operations
                10Item
                    3.                       
                    Controls and Procedures
                13PART
                    II. OTHER INFORMATIONItem
                    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
                14
 -2-
  **PART
        I FINANCIAL INFORMATION**
   **Item
                  1.**
              **Financial
                  Statements**
 Phoenix
        International Ventures, Inc.
  -3-
  **Phoenix
        International Ventures, Inc.**
 **Consolidated
        Balance Sheet**
 **September
        30, 2007**
 **(Unaudited)**
  **ASSETS****Current
                  assets**Cash
              
              $
              123,759Accounts
                  receivable
              
              
              57,214Inventory
              
              
              131,028Prepaid
                  expenses
              
              
              1,334Total
                  current assets
              
              
              313,335Property
                  and
                  equipment, net
              
              
              23,808Other
                  assets
              
              
              4,000Total
                  assets
              
              $
              341,143**LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT)****Current
                  liabilities**Line
                  of
                  credit
              
              $
              45,404Accounts
                  payable and accrued expenses
              
              
              662,822Customer
                  deposits
              
              
              228,499Notes
                  payable
              
              
              112,575Legal
                  settlement
              
              
              373,980Officer
                  loans
              
              
              55,610Total
                  current liabilities
              
              
              1,478,890**Long
                  term liabilities**Legal
                  settlement - long-term
              
              
              566,174Officer
                  loans
              
              
              509,375Total
                  liabilities
              
              
              2,554,439**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; 7,096,000
                  shares
                  issued and outstanding
              
              
              7,096Paid
                  in
                  capital
              
              
              362,259Accumulated
                  (deficit)
              
              
              (2,582,651
              )(2,213,296
              )Total
                  liabilities and stockholders' (deficit)
              
              $
              341,143
  -4-
  **Phoenix
        International Ventures, Inc.**
 **Consolidated
        Statements of Operations**
 **for
        the Three and Nine Months Ended September 30, 2007 and
        2006**
 **(Unaudited)**
  **Three
                    months ended**
                **Nine
                    months ended****September
                    30,**
                **September
                    30,****2007**
                **2006**
                **2007**
                **2006**Sales
                **$**
                77,192
                **$**
                349,614
                $
                789,682
                **$**
                1,031,158Cost
                    of sales
                
                52,708
                
                149,181
                
                418,504
                
                468,222Gross
                    margin
                
                24,484
                
                200,433
                
                371,178
                
                562,936**Operating
                    expenses**General
                    and administrative expenses
                296,221
                
                187,966
                
                873,144
                
                494,474Depreciation
                
                852
                
                809
                
                2,556
                
                2,428Total
                    operating expenses
                
                297,073
                
                188,775
                
                875,700
                
                496,902Income
                    (loss) from operations
                
                -272,589
                
                11,658
                
                -504,522
                
                66,034**Other
                    income (expense)**Interest
                    expense
                
                -4,548
                
                -74,813
                
                -13,289
                
                -80,717Income
                    from cancellation of debt
                –
                
                –
                
                –
                
                7,000-4,548
                
                -74,813
                
                -13,289
                
                -73,717Income
                    (loss) before taxes
                
                -277,137
                
                -63,155
                
                -517,811
                
                -7,683Income
                    taxes
                
                –
                
                –
                
                -9
                
                –Net
                    income (loss)
                $
                -277,137
                $
                -63,155
                $
                -517,820
                $
                -7,683Net
                    income (loss) per common share:
                $
                -0.04
                $
                -3.16
                $
                -0.07
                $
                -0.38Basic
                    and dilutedWeighted
                    average shares outstanding:
                
                7,096,000
                
                20,000
                
                7,096,000
                
                20,000Basic
                    and diluted
  
  -5-
  **Phoenix
        International Ventures, Inc.**
 **Consolidated
        Statements of Cash Flows**
 **for
        the Nine Months Ended September 30, 2007 and 2006**
 **(Unaudited)**
  **2007**
                
                
                **2006****Cash
                    flows from operating activities**Net
                    cash provided by (used in) operating activities
                
                $
                110,495
                
                
                $
                -90,594**Cash
                    flows from investing activities**Cash
                    received in acquisition of subsidiary
                
                
                3,334
                
                
                
                –Purchase
                    of fixed assets
                
                
                -1,200
                
                
                
                -500Net
                    cash provided by (used in) investing activities
                
                
                2,134
                
                
                
                -500**Cash
                    flows from financing activities**Proceeds
                    of line of credit
                
                
                10,404
                
                
                
                35,000Proceeds
                    of note payable
                
                
                –
                
                
                
                60,000Repayment
                    of notes payable
                
                
                -6,637
                
                
                
                -78,000Proceeds
                    (repayment) of officer advances, net
                
                
                -8,980
                
                
                
                70,038Net
                    cash provided by (used in) financing activities
                
                
                -5,213
                
                
                
                87,038Increase
                    (decrease) in cash
                
                
                107,416
                
                
                
                -4,056Cash,
                    beginning of period
                
                
                16,343
                
                
                
                9,240Cash,
                    end of period
                
                $
                123,759
                
                
                $
                5,184**Cash
                    paid for**Interest
                
                $
                5,928
                
                
                $
                21,500Income
                    taxes
                
                $
                –
                
                
                $
                –**Non-cash
                    investing and financing activities:**Issuance
                    of 396,000 shares of common stock in exchange for debt
                
                $
                198,000
                
                
                $
                –
 
 -6-
  **Phoenix
        International Ventures, Inc.**
 **Notes
        to the Financial Statements**
  **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 September 30, 2007, results
        of operations and cash flows for the three and nine months ended September
        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.
  -7-
  **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 $517,820 for the nine months ended September
        30,
        2007. At September 30, 2007, the Company had a working capital deficit of
        $1,165,555 and a stockholders’ deficit of $2,213,296. 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
        September 30, 2007, notes payable consist of the following:
  Note
                  payable in the amount of $84,517 plus interest of $26,095.  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%
              
              $
              97,451Note
                  payable with interest accrued at 7%, due February 28, 2008
              
              
              15,124$
              112,575
 
 **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 $150,000 and applied $126,020 in purchase credits.
  -8-
  **Note
        5 - Related Party Transactions**
  An
        officer has made periodic advances to the Company which totaled $564,985,
        of
        which $55,610 is the current portion at September 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.
  On
        September 24, 2007, the Company issued 100,000 shares of common stock as
        a bonus
        to Legal Counsel.  The stock was valued at fair market value of
        $85,000.
  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.
  At
        September 30, 2007, stock options outstanding were as follows:
  **Number
                    of**
                
                
                **Weighted****Options**
                
                
                **Average****Exercise
                    Price**Options
                    outstanding at the beginning of the period
                
                
                –
                
                
                $
                –Granted
                
                
                1,320,000
                
                
                $
                0.5170,000
                
                
                $
                1.0Options
                    outstanding at the end of the period
                
                
                1,490,000
                
                
                $
                0.56Options
                    vested and exercisable
                
                
                1,490,000
                
                
                $
                0.56Weighted
                    average fair value of options granted
                
                
                
                
                
                $
                0.08
 
 The
          following table summarizes information about options outstanding and exercisable
          at September 30, 2007:
  **Options
                    Outstanding****Range
                  price ($)**
              **Number
                  of Options**
              **Weighted
                  Average Remaining Life**
              **Weighted
                  Average Exercise Price**$0.50
              1,320,000
              3.5
                  years
              $0.50$1.00
              170,000
              2.9
                  years
              $1.00
 
 **Note
        7 – Concentrations**
  For
        the
        nine months ended September 30, 2007, two customers represented 78% of the
        Company’s revenues. For the nine months ended September 30, 2006, three
        customers represented 81% of the Company’s revenues.  At September 30,
        2007, two customers represented 87% of the Company’s accounts receivable
        balance.
  **Note
          8 – Commitments**
  The
          Company leases a 7,500 square foot operating facility under a lease expiring
          September 30, 2008. The lease contains one-year renewal options. Minimum
          lease
          payments through September 30, 2008 are $36,000.
 -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 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.
  The
        main
        users of the equipment are the United States Air Force, US Navy and
        defense-aerospace companies.
  -10-
  **Financial
        Information - Percentage of Revenues**
  *(Unaudited)*
  **Nine
                    months ended**
                  **September
                    30,****2007**
              
              
              **2006**Revenues
              
              
              100
              %
              
              
              100
              %Cost
                  of Goods Sold
              
              
              -53
              %
              
              
              -45
              %Gross
                  Profit
              
              
              47
              %
              
              
              55
              %Operating
                  Expenses:Research
                  and Development
              
              
              0
              %
              
              
              0
              %Marketing
                  and Selling
              
              
              0
              %
              
              
              0
              %General
                  and Administrative
              
              
              -111
              %
              
              
              -48
              %Total
                  Operating Expenses
              
              
              -111
              %
              
              
              -48
              %Other
                  Income (Expenses)
              
              
              -2
              %
              
              
              -7
              %Income
                  (Loss) before Taxes
              
              
              -66
              %
              
              
              -1
              %Net
                  income (loss)
              
              
              -66
              %
              
              
              -1
              %
 
  ***RESULTS
        OF OPERATIONS***
  **Comparison
        of the Nine Months Ended September 30, 2007 and September 30,
        2006**
  **Revenues**.
        Revenues decreased 23% to $789,682 for the nine months ending September 30,
        2007
        compared to $1,031,158 for the nine months ending September 30, 2006. Revenues
        were geographically generated within the US. The decrease in revenues is
        primarily attributable to the low revenues in the three months ended September
        30, 2007 due to Company’s relocation and low deliveries of
        products.  Revenues attributable to repeat customers for the nine
        months ending September 30, 2007 were approximately $425,011.  For the
        nine months ending September 30, 2007, 49% of the revenues were derived from
        product sales, 39% from study contracts and 12% from remanufacturing in
        comparison to the nine months ending September 30, 2006 in which 50% of its
        revenues were derived from remanufacturing orders.
  For
        the
        nine months ending September 30, 2007, two customers represented 78% of our
        revenues. As of September 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 11% to $418,504 for the nine months ending September 30,
        2007,
        compared to $468,222 for the nine months ending September 30, 2006, representing
        53% and 45% of the total revenues for the nine months ending September 30,
        2007
        and September 30, 2006, respectively.
  **General
          and Administrative Expenses**. General and administrative expenses
          increased by 76% to $875,700 for the nine months ending September 30, 2007
          from
          $499,300 for the nine months ending September 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 $106,250 in
          salaries and consulting fees and $190,600 of expense incurred due to options
          and
          issued shares for compensation. As a percentage of revenues, general and
          administrative expenses increased to 111% for the nine months ending September
          30, 2007, as compared to 48% for the nine months ending September 30,
          2006.
  **Financing
        Expenses**. Financing expenses, net, decreased to $13,289 for the nine
        months ending September 30, 2007 as compared to $80,717 for the nine months
        ending September 30, 2006. The
        decrease is primarily attributable to a non recurring interest expense having
        to
        do with a legal settlement in the nine months ended September 30,
        2006.
  **Income
        (Loss) before Taxes**. Net loss before taxes for the nine months ending
        September 30, 2007 amounted to $517,811 as compared to net loss before taxes
        of
        $7,683 for the nine months ending September 30, 2006.
  **Taxes
        on Income**. PIV had immaterial tax liability from the Israeli subsidiary
        for the nine months ending September 30, 2007, as it had no income before
        taxes.
  **Net
        Income (Loss)**. Net loss for the nine months ending September 30, 2007
        was $517,820 as compared to net loss of $7,683 for the same period in the
        year
        2006. The loss is attributable primarily to an increase of 75% to $873,144
        in
        general and administrative expenses for the nine months ending September
        30,
        2007 compared to $494,474 for the nine months ending September 30,
        2006.
  **Income
        (Loss) Per Share**. The loss per share of common stock of Phoenix
        International Ventures, Inc for the nine months ending September 30, 2007
        was
        $0.07 (basic and diluted shares 7,096,000 issued and outstanding shares).
        The
        loss per share of common stock of Phoenix Aerospace, Inc., for the nine months
        ending September 30, 2006 was $0.50 (basic and diluted shares 20,000 issued
        and
        outstanding shares).
  -11-
  **Comparison
        of the Three Months Ended September 30, 2007 and September 30,
        2006**
  **Revenues**.
        Revenues decreased 78% to $77,192 for the three months ended September 30,
        2007
        compared to $349,614 for the three months ended September 30, 2006. Revenues
        were geographically generated within the US. The decrease in revenues is
        primarily attributable to the Company’s relocation and decrease in deliveries in
        the three months ended September 30, 2007 in comparison to moderate deliveries
        in the three months ended September 30, 2006.  Revenues attributable
        to repeat customers for the three months ended September 30, 2007 were
        approximately $77,192.  For the three months ended September 30, 2007,
        53% of the revenues were derived from product sales, 47% from study contracts
        and 0% from remanufacturing in comparison to the three months ended September
        30, 2006 in which 39% of its revenues were derived from remanufacturing
        orders.
  For
        the
        three months ended September 30, 2007, two customers represented 100% of
        our
        revenues. As of September 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 64% to $52,708 for the three months ended September 30, 2007,
        compared to $149,181 for the three months ended September 30, 2006, representing
        68% and 42% of the total revenues for the three months ended September 30,
        2007
        and September 30, 2006, respectively. The increase in the cost of sales as
        a
        percentage of revenues is due to the drop in deliveries and relocation in
        the
        three months ended September 2007 in comparison to the three months ended
        September 2006.
  **General
          and Administrative Expenses**. General and administrative expenses
          increased by 53% to $296,221 for the three months ended September 30, 2007
          from
          $187,966 for the three months ended September 30, 2006.  The increase
          in general and administrative costs are primarily attributable to expenses
          related to the going public process, an increase of $63,750 in salaries
          and
          consulting fees and $85,000 of compensation expense incurred due to issuing
          of
          stock to legal counsel. As a percentage of revenues, general and administrative
          expenses increased to 383% for the three months ended September 30, 2007,
          as
          compared to 55% for the three months ended September 30, 2006.
  **Financing
          Expenses**. Financing expenses, net, amounted to $4,548 for the three
          months ended September 30, 2007 as compared to $74,813 for the three months
          ended September 30, 2006. The decrease is primarily attributable to a non
          recurring interest expense having to do with a legal settlement in the
          three
          months ended September 30, 2006.
 **Net
        Income (Loss)**. Net loss for the three months ended September 30, 2007
        was $277,137 as compared to net loss of $63,155 for the same period in the
        year
        2006. The loss is attributable primarily to an increase in general and
        administrative expenses and drop in revenue for the three months ended September
        30, 2007, general and administrative expenses were $296,221 for the three
        months
        ended September 30, 2007 as compared to $187,966 for the three months ended
        September 30, 2006. Revenue was $77,192 for the three months ended September
        30,
        2007 as compared to 349,614 for the three months ended September 30,
        2006.
  **Income
        (Loss) Per Share**. The loss per share of common stock of Phoenix
        International Ventures, Inc for the three months ended September 30, 2007
        was
        $0.04 (basic and diluted shares 7,096,000 issued and outstanding shares).
        The
        loss per share of common stock of Phoenix Aerospace, Inc, for the three months
        ended September 30, 2006 was $3.27 (basic and diluted shares 20,000 issued
        and
        outstanding shares).
  **Comparison
        of the Balance Sheet as of September 30, 2007 and December 31,
        2006**
  **Current
        Assets**. Current assets amounted to $313,335 as of September 30, 2007 as
        compared with $258,485 as of December 31, 2006. The increase is primarily
        attributable to increase in cash.
  **Fixed
        Assets**. Fixed assets after accumulated depreciation amounted to $23,808
        as of September 30, 2007, as compared with $25,164 as of December 31,
        2006.
  **Current
        Liabilities**. As of September 30, 2007, current liabilities increased to
        $1,478,890 as compared with $1,252,932 as of December 31, 2006.
  **Long-term
        Liabilities**. Long term liabilities were $1,075,549 as of September 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 September 30, 2007. $55,610 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.
  -12-
  ***LIQUIDITY
        AND CAPITAL RESOURCES***
  Cash
        as
        of September 30, 2007, amounted to $123,759 as compared with $16,343 as of
        December 31, 2006, an increase of $107,416. Net cash provided by operating
        activities for the nine months ended September 30, 2007, was $110,495. Net
        cash
        provided by in financing activities for the nine months ended September 30,
        2007
        was $5,213.
  Net
        cash
        provided by investing activities for the nine months ended September 30,
        2007
        was $2,134.  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 one-year renewal options. Minimum
          lease
          payments through September 30, 2008 are $36,000.
  We
          shall
          continue to finance our operations mainly from the cash provided from operating
          activities. As of September 30, 2007, the Company had a backlog of approximately
          $2,982,000. Two of the orders are from two customers for the approximate
          amount
          of $1,458,000. 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 half 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 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.
  **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.
  -13-
  **PART
        II. OTHER INFORMATION**
   **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
        Kellstrom $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 had also assumed
        Kellstrom’s obligation as tenant under a lease for the Carson City, Nevada
        facility. The Company vacated these premises, effective September 30, 2007.
        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 quarterly report, 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 September
        30,
        2007, the balance of the promissory note referenced in the Stipulation for
        Entry
        of Judgment, plus interest, was $90,437.  The Company has 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, and Mr. Teja
        has
        recently received a copy of an Ex Parte Motion for Examination
        Notice.
   **Item
                  2.**
              **Unregistered
                  Sales of Equity Securities and Use of
                  Proceeds.**
  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**
  **No.**
              **Exhibit**31.1
              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.
 
 -14-
  **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)By:
              /s/
                  Zahir TejaZahir
                  Teja
                President
 
 -15-