UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549














(Mark
One)




þ
            Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934for
      the quarterly period ended  March 31,
  2009




o
            Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period from _______________________ to
      ________________




Commission
File Number 333-140257




Phoenix
International Ventures, Inc.


(Exact
name of registrant as specified in its charter)




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





61B
Industrial PKWY


Carson
City, NV 89706


(Address
of principal executive offices)




(775)
882-9700


(Registrant’s
telephone number, including area code)




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




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





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




Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
              (do
      not check if a smaller reporting company)
            Smaller
      reporting company þ




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes o No þ




The
number of shares outstanding of the issuer’s common stock, as of May 14, 2009
was 8,046,718.


-1-






Phoenix
International Ventures, Inc.




TABLE
OF CONTENTS




PagePART I FINANCIAL INFORMATION
                3Item
      1.   Financial Statements
                3Item
      2.   Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
                11Item
      3.   Quantitative and Qualitative Disclosures about Market
      Risk
                13Item
      4T. Controls and Procedures
                13PART II. OTHER INFORMATION
                14Item
      1.   Legal Proceedings
                14Item 1A.
      Risk Factors
                14Item
      2.    Unregistered Sales of Equity Securities and Use
      of Proceeds
                14Item
      3.    Defaults 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 FINANCIALINFORMATION






Item
      1.
            Financial
      Statements




Index
to Financial Statements


PageCondensed
      Consolidated Balance Sheetsas ofMarch 31, 2009(Unaudited)and December 31,
      2008
              4Condensed
      Consolidated Statements of Operations for the ThreeMonthsEndedMarch 31, 2009and 2008(Unaudited)
              5Condensed
      Consolidated Statements of Cash Flows for theThree Months Ended March
      31, 2009and 2008(Unaudited)
              6Notes to
      Condensed Consolidated Financial Statement
      (Unaudited)
              7





-3-


Phoenix
      International Ventures, Inc.Condensed
      ConsolidatedBalanceSheet as ofMarch
      31,
                                                  
                                                  
                                                  December
      31,2009
                                                  
                                                  
                                                  2008Assets
                                                  
                                                  (Unaudited)Current
      assetsCash
                                                  $
                                                  45,254
                                                  
                                                  $
                                                  225,767Accounts
      receivable
                                                  
                                                  582,580
                                                  
                                                  
                                                  367,074Inventory
                                                  
                                                  181,981
                                                  
                                                  
                                                  186,516Prepaid
      and other current assets
                                                  
                                                  88,424
                                                  
                                                  
                                                  17,650Total
      current assets
                                                  
                                                  898,239
                                                  
                                                  
                                                  797,007Property
      and equipment, net
                                                  
                                                  38,483
                                                  
                                                  
                                                  47,943Other
      assets
                                                  
                                                  4,200
                                                  
                                                  
                                                  -Total
      assets
                                                  $
                                                  940,922
                                                  
                                                  $
                                                  844,950Current
      liabilitiesLine
      of credit
                                                  $
                                                  49,057
                                                  
                                                  $
                                                  48,340Accounts
      payable
                                                  
                                                  500,780
                                                  
                                                  
                                                  379,693Other
      accrued expenses
                                                  
                                                  299,097
                                                  
                                                  
                                                  236,060Customer
      deposits
                                                  
                                                  399,053
                                                  
                                                  
                                                  447,202Notes
      payable
                                                  
                                                  222,377
                                                  
                                                  
                                                  212,751Legal
      settlement
                                                  
                                                  384,000
                                                  
                                                  
                                                  384,000Due
      related party
                                                  
                                                  244,986
                                                  
                                                  
                                                  232,304Officer
      loans
                                                  
                                                  39,461
                                                  
                                                  
                                                  39,461Total
      current liabilities
                                                  
                                                  2,138,811
                                                  
                                                  
                                                  1,979,811Long
      term liabilitiesNotes
      payable
                                                  
                                                  21,757
                                                  
                                                  
                                                  24,811Officer
      advances
                                                  
                                                  369,375
                                                  
                                                  
                                                  369,375Commitments
      and Contingencies
                                                  
                                                  -
                                                  
                                                  
                                                  -Total
      liabilities
                                                  
                                                  2,529,943
                                                  
                                                  
                                                  2,373,997Stockholders'
      (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;
      8,046,000 shares issued and outstanding
                                                  
                                                  8,046
                                                  
                                                  
                                                  8,046Additional
      paid in capital
                                                  
                                                  
                                                  1,388,503
                                                  
                                                  
                                                  1,388,503Accumulated
      Deficit
                                                  
                                                  
                                                  (2,985,570
                                                  )
                                                  
                                                  (2,925,596
                                                  )(1,589,021
                                                  )
                                                  
                                                  (1,529,047
                                                  )Total
      liabilities and stockholders' (deficit)
                                                  
                                                  $
                                                  940,922
                                                  
                                                  $
                                                  844,950The
      accompanying notes are an integral part of the financial
      statements








-4-










Phoenix
      International Ventures, Inc.Condensed
      ConsolidatedIncomeStatementFor
      The Three Months Ended March 31,(Unaudited)2009
                                
                                
                                2008Sales
                                
                                $
                                931,842
                                
                                
                                $
                                471,166Cost
      of sales
                                
                                
                                661,067
                                
                                
                                
                                245,396Gross
      margin
                                
                                
                                270,775
                                
                                
                                
                                225,770Operating
      expensesGeneral
      and administrative expenses
                                
                                
                                309,600
                                
                                
                                
                                227,749Total
      operating expenses
                                
                                
                                309,600
                                
                                
                                
                                227,749Loss
      from operations
                                
                                
                                (38,825
                                )
                                
                                
                                (1,979
                                )Recovery
      of contingency
                                
                                
                                -
                                
                                
                                
                                566,154Interest
      expense
                                
                                
                                (21,152
                                )
                                
                                
                                (5,203
                                )Net
      income  (loss) before taxes
                                
                                
                                (59,977
                                )
                                
                                
                                558,972Income
      taxes
                                
                                
                                -
                                
                                
                                
                                -Net
      income (loss)
                                
                                $
                                (59,977
                                )
                                
                                $
                                558,972Net  income
      (loss) per common share:Basic
                                
                                $
                                (0.01
                                )
                                
                                $
                                0.07Diluted
                                
                                $
                                (0.01
                                )
                                
                                $
                                0.06Weighted
      average shares outstanding:Basic
                                
                                
                                8,046,718
                                
                                
                                
                                7,746,143Diluted
                                
                                
                                8,046,718
                                
                                
                                
                                9,561,215The
      accompanying notes are an integral part of the financial
      statements




-5-


Phoenix
International Ventures, Inc.


Condensed
ConsolidatedStatementsof Cash Flows


for
the Three Months Ended March 31,


(Unaudited)





2009
                                  
                                  
                                  2008Cash
      flows from operating activitiesNet
      income (loss)
                                  
                                  $
                                  (59,977
                                  )
                                  
                                  $
                                  558,972Adjustments
      to reconcile net income (loss) to net cash used in operating
      activatesDepreciation
                                  
                                  
                                  9,460
                                  
                                  
                                  
                                  3,410Amortization
      of debt discount
                                  
                                  
                                  20,319
                                  
                                  
                                  
                                  -Accrued
      interest
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (717
                                  )Change
      in accounts receivable
                                  
                                  
                                  (215,506
                                  )
                                  
                                  
                                  (166,441
                                  )Change
      in inventory
                                  
                                  
                                  4,535
                                  
                                  
                                  
                                  40,101Changes
      in prepaid expenses
                                  
                                  
                                  (74,974
                                  )
                                  
                                  
                                  530Change
      in amounts due to related party
                                  
                                  
                                  12,682
                                  
                                  
                                  
                                  19,095Change
      in customer deposits
                                  
                                  
                                  (48,149
                                  )
                                  
                                  
                                  115,367Change
      in accounts payable
                                  
                                  
                                  121,087
                                  
                                  
                                  
                                  (55,355
                                  )Change
      in accrued expenses
                                  
                                  
                                  63,037
                                  
                                  
                                  
                                  -Change
      in legal settlement
                                  
                                  
                                  
                                  
                                  
                                  
                                  (566,154
                                  )Net
      cash used in operating activities
                                  
                                  
                                  (167,486
                                  )
                                  
                                  
                                  (51,192
                                  )Cash
      flows from financing activitiesProceeds
      from subscription receivable
                                  
                                  
                                  -
                                  
                                  
                                  
                                  63,020Proceeds
      from notes payable
                                  
                                  
                                  -
                                  
                                  
                                  
                                  5,295Proceeds
      from line of credit
                                  
                                  
                                  717
                                  
                                  
                                  
                                  6,707Repayment
      of notes payable
                                  
                                  
                                  (4,682
                                  )
                                  
                                  
                                  (53,804
                                  )Repayments
      officer notes
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (8,295
                                  )Net
      cash provided by financing activities
                                  
                                  
                                  (3,965
                                  )
                                  
                                  
                                  12,923Foreign
      exchange rates effect on cash
                                  
                                  
                                  (9,062
                                  )
                                  
                                  
                                  -Decrease
      in cash
                                  
                                  
                                  (180,513
                                  )
                                  
                                  
                                  (38,269
                                  )Cash,
      beginning of year
                                  
                                  225,767
                                  
                                  
                                  
                                  70,314Cash,
      end of year
                                  
                                  $
                                  45,254
                                  
                                  
                                  $
                                  32,045Cash
      paid forInterest
                                  
                                  $
                                  9,528
                                  
                                  
                                  $
                                  4,000Income
      taxes
                                  
                                  
                                  -The
      accompanying notes are an integral part of the financial
      statements





-6-


Phoenix
International Ventures, Inc.


Notes
to the Condensed Consolidated Financial
Statements


(Unaudited)





Note
1 - Summary of Significant Accounting Policies





Nature
of Activities




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




Basis
of Presentation




The
accompanying unaudited consolidated financial statements of the Company are
presented in accordance with the requirements for Form 10-Q and Article 8-03 of
Regulation S-X. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America (“US GAAP’) have been
condensed or omitted pursuant to such SEC rules and regulations. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been made. The results for
these interim periods are not necessarily indicative of the results for the
entire year. The accompanying consolidated financial statements should be read
in conjunction with the December 31, 2008 financial statements and the notes
thereto included in the Company’s Report on Form 10-K filed with the SEC on
March 31, 2009.




The
consolidated financial statements include the accounts of the Company and its
wholly owned US subsidiary Phoenix Aerospace, Inc. (“PAI”) and an Israeli
subsidiary, Phoenix Europe Ventures, Ltd. (“PEV). Significant inter-company
accounts and transactions have been eliminated in consolidation. The
consolidated financial statements have been prepared in accordance with US
GAAP.




Use
of Estimates




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




Recent
Accounting Pronouncements




In April
2009, the Financial Accounting Standards Board (“FASB”) issued three Staff
Positions (“FSPs”) that are intended to provide additional application guidance
and enhance disclosures about fair value measurements and impairments of
securities. FSP FAS 157-4 clarifies the objective and method of fair value
measurement even when there has been a significant decrease in market activity
for the asset being measured. FSP FAS 115-2 and FAS 124-2 establish a new model
for measuring other-than-temporary impairments for debt securities, including
establishing criteria for when to recognize a write-down through earnings versus
other comprehensive income. FSP FAS 107-1 and APB 28-1 expands the fair
value disclosures required for all financial instruments within the scope of
SFAS No. 107, Disclosures
about Fair Value of Financial Instruments, to interim periods. All of
these FSPs are effective for the Company beginning April 1, 2009. The
Company is assessing the potential impact that the adoption of FSP FAS 157-4 and
FSP FAS 115-2 and FAS 124-2 may have on its financial statements. FSP FAS 107-1
and APB 28-1 will result in increased disclosures in the Company’s interim
periods.


-7-


Note
2 - Geographical Segments





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





Three
      months ended March 31,Region:
                                                    
                                                    2009
                                                    
                                                    
                                                    
                                                    2008United
      States
                                                    
                                                    
                                                    85%
                                                    
                                                    
                                                    
                                                    48%Europe
                                                    
                                                    
                                                    15
                                                    
                                                    
                                                    
                                                    52Total:
                                                    
                                                    
                                                    100%
                                                    
                                                    
                                                    
                                                    100%





Note 3 -
Inventory





Inventory
consists of used equipment that can be re-manufactured for re-sale and parts. At
March 31, 2009 and December 31, 2008 , inventory consisted of the
following:




March
      31, 2009
                      
                      
                      December
      31, 2008Raw
      Materials
                      
                      $
                      114,000
                      
                      
                      $
                      114,000Work
      in Progress
                      
                      
                      67,981
                      
                      
                      
                      72,516$
                      181,981
                      
                      
                      $
                      186,516




Note
4 – Long Term Contracts





In
September 2008, the Company received a long term contract to design and
manufacture two types of aircraft engine trailers for the U.S. Air
Force.  Cost and estimated earnings on this contract for the three
months ended March 31, 2009:





2009Costs
      incurred this period
                    
                    $
                    140,564Estimated
      contract profit
                    
                    
                    405,561Less:
      billings to date
                    
                    
                    (491,501
                    )Billings
      in excess of costs and recognized profit
                    
                    $
                    (85,950
                    )





The
billings in excess of costs have been included in other accrued expenses for
balance sheet purposes.





-8-


Note
5 - Notes Payable and Lines of Credit





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





The
Company has a revolving line of credit from a foreign financial institution
totaling $14,057.  At March 31, 2009, the line of credit bears a
monthly interest ranging from 10%-13% based upon the amount
extended.





In June,
July, August and September 2008, the Company entered into promissory note
agreements with five Israeli investors and two Israeli corporations for the
aggregate amount of $236,536. Some of these notes were in New Israeli Shekels
and some in U.S. Dollars. These notes are to be paid in full at various
dates between June 22 and August 18, 2009 and bear 15% interest per annum. In
addition, these notes were discounted by shares and warrants. In total the
Company issued an aggregate of 13,575 shares, and warrants to purchase an
aggregate of 33,950 shares at a price per shares that varies between $2.40
and $2.60 per share for 2 years. Some of these notes have been collateralized by
a fixed number of shares of the Company’s common stock.





At
March 31, 2009, notes payable consist of the following:


TotalAmount
                  
                  
                  CurrentUnsecured
      note payable to a financial institution in a foreign country; 12.4% per
      annum; monthly payments of $242
                  
                  $
                  1,530
                  
                  
                  $
                  1,530Secured
      note payable to a financial institution; 10% interest per
      annum;
                  
                  
                  31,584
                  
                  
                  
                  9,827monthly
      payments of $756 to 2012; collateralized by an automobileUnsecured
      promissory note agreements, less unamortized discount of $36,344 in 2009;
      effective interest rates range approximately 2.99% - 6.24%
                  
                  
                  200,192
                  
                  
                  
                  200,192Unsecured
      note payable to an individual;  interest
      at  7%
                  
                  
                  10,828
                  
                  
                  
                  10,828$
                  244,134
                  
                  
                  $
                  222,377




Note
6 - Related Party Transactions





As of
March 31, 2009, the Company owed an officer for his advances the total balance
of $369,375, of which $39,461 is current. These advances are non-interest
bearing and the officer has agreed not to demand payment of the long term
portion during the next twelve months.





During
the three months ended March 31, 2009, the Company accrued salaries to officers
in the aggregate amount of $15,250.





On April
26, 2007, the Company entered into a consulting agreement with a related party
to assist the Company with its business development.  Consulting fees
under the agreement require a minimum annual payment of $120,000.  At
March 31, 2009, the Company has accrued $50,311 due to the related
party.




On
February 2009, the Company purchased parts from a related party in the total sum
of $211,954. As of March 31, 2009, the Company owed the related party $62,654
for these parts.




-9-


Note
7 - Commitments and Contingencies





Leases





The
Company leases a 7,500 square foot operating facility under a non cancelable
lease expiring September 30, 2009. The Company also leases another 10,300 square
foot operating facility under a least term which commenced on March 1, 2009 and
expires on February 28, 2011.  Minimum lease payments for both
facilities total $166,066.  Lease expenses through March 31, 2009 were
$13,570, compared to $9,000 for March 31, 2008.




Legal
Settlement





On May
26, 2006, the Company entered into a settlement agreement whereby it agreed to
issue purchase credits in the amount of $500,000 and make cash payments of
$150,000. At March 31, 2009, the remaining balance of the legal settlement was
$384,000 in trade credits.





-10-





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




FORWARD-LOOKING
STATEMENTS




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




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




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




OVERVIEW





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




The
Company manufactures support equipment for military aircraft which are used for
maintaining, operating or testing aircraft sub-systems. We also remanufacture
existing support equipment in order to extend usefulness and eliminate original
product defects. We are ISO 9001/2000 certified, which is due for renewal on
April 26, 2010. We have a licensing agreement with Lockheed Martin Aeronautics
Company to re-manufacture several types of Support Equipment for P-3 Orion
surveillance aircraft.




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








-11-


Results
of Operations




Financial
Information - Percentage of Revenues


(Unaudited)




Three
      Months endedMarch
      31,2009
                        
                        
                        2008Revenues
                        
                        
                        100
                        %
                        
                        
                        100
                        %Cost
      of Goods Sold
                        
                        
                        -71
                        %
                        
                        
                        -52
                        %Gross
      Profit
                        
                        
                        29
                        %
                        
                        
                        48
                        %Operating
      Expenses:General
      and Administrative
                        
                        
                        -33
                        %
                        
                        
                        -48
                        %Total
      Operating Expenses
                        
                        
                        -33
                        %
                        
                        
                        -48
                        %Other
      Income (Expenses)
                        
                        
                        -0
                        %
                        
                        
                        120
                        %Income
      (Loss) before Taxes
                        
                        
                        -1
                        %
                        
                        
                        -1
                        %Net
      income (loss)
                        
                        
                        -1
                        %
                        
                        
                        119
                        %





Revenues. Revenues increased
98% to $931,842 for the three months ended March 31, 2009 compared to $471,166
for the three months ended March 31, 2008.  The increase in revenues
is primarily attributable to an increase in sales order and
deliveries.  For the three months ended March 31, 2009, 45% of
revenues were from remanufacturing, 21% was manufacturing and design, 19% were
study contracts, and 15% from parts trading.  This compares 34% of
revenues from remanufacturing, 38% from study contracts, and 28% from parts
trading during the three months ended March 31, 2008.





As of
March 31, 2009, 85% of our revenues were derived from U.S. customers and 15%
from European customers. As of March 31, 2008, 48% of our revenues were derived
from U.S. customers and 52% from European customers.





US Navy
and Air Force and U.S. Army represented 40% of the Company’s revenues for the
three months ended March 31, 2009.  The remaining 60% of revenue is
attributed to sales to aerospace companies and military contractors. Two
customers represented 72% of the Company’s revenues for the three months ended
March 31, 2009.





Each
period, we deliver a few orders with relatively large dollar amounts which can
cause fluctuations in our revenues, segments and costs of sales, depending on
the delivery date of those orders.





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 169% to
$661,067 for the three months ended March 31, 2009, compared to $245,396 for the
three months ended March 31, 2008, representing 71% and 52% of the total
revenues for three months ended March 31, 2009 and three months ended March 31,
2008, respectively. The increase in our cost of sales in the three months ended
March 31, 2009 as a percentage of revenue is primarily attributable to large
sales contracts which had lower margins.


-12-





General and Administrative
Expenses. General and administrative expenses increased by 35% to
$309,600 for the three months ended March 31, 2009 from $227,749 for the three
months ended March 31, 2008.  The increases in general and
administrative costs are primarily attributable to an increase
of  salaries and audit fees in the three months ended March 31, 2009
as compared with the same period in 2008. As a percentage of revenues, general
and administrative expenses decreased to 33% for the three months ended March
31, 2009, as compared to 48% for the three months ended March 31,
2008.





Net (loss) income.
Net Loss for the three months ended March 31, 2009 amounted to $59,977 as
compared to a net income of $558,972 for the same period during
2008.  The 2008 income was attributable to a one time recovery of a
contingent loss in the amount of $556,154 in the three months ended March
31, 2008.





LIQUIDITY
AND CAPITAL RESOURCES




Cash as
of March 31, 2009 amounted to $45,254, as compared with $225,767 as of December
31, 2008, a decrease of $180,513. Net cash used in operating activities for the
three months ended March 31, 2009, was $167,486. Net cash used in financing
activities for the three months ended March 31, 2009 was $3,965 with a $9,062
currency change.




We lease
a 7,500 square foot operating facility under a non cancelable lease expiring
September 30, 2009. We also lease another 10,300 square foot operating facility
under a lease term that commenced March 1, 2009 and expires February 28,
2011.  Minimum lease payments for both facilities total $166,066
through February 28, 2011.  Lease expenses through March 31, 2009 were
$13,570, compared to $9,000 for the quarter ended March 31, 2008.  We
relocated our headquarters in March 2009 to the larger facility in order to
accommodate our increased production. While we still maintain our lease on our
former facility , we have no intentions of continuing the lease beyond the
expiration date of September 30, 2009.




We will
continue to finance our operations mainly from the cash provided from operating
activities. Management believes that we will execute significant portions of our
backlog in fiscal year 2009 and proceeds from those sales are expected to fund
our operations.   As of March 31, 2009, we had a backlog of
approximately $5,390,318. One of the orders is for the design and manufacturing
of new aircraft engine trailers for the approximate amount of $2,044,889. In
addition, two of the orders are from two customers for the approximate amount of
$656,391. These orders are for time, material and an agreed profit. We collect a
significant amount of these revenues on a monthly basis and progress towards
milestone billing. For these types of orders, which make up most of our backlog,
there is no need for us to finance materials and labor. Additionally, management
is expecting, although there can be no assurance, that additional orders will
come in. Since December 31, 2008 we have announced an additional $629,000 of new
orders. These orders are expected to be delivered in 2009. The Company has
promissory note arrangements in the amount of $236,536 which are due to mature
between June 21 to August 19, 2009, management believes the Company has
sufficient funds to repay these note arrangements.





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.
              Quantitative
      and Qualitative Disclosures about Market
      Risk




Not
applicable.




Item
      4T.
              Controls
      and Procedures





(a) Evaluation of Disclosure Controls
and Procedures:As of the end of the period covered by this Quarterly
Report on Form 10-Q , we carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures. Disclosure
controls and procedures are designed to ensure that information required to be
disclosed is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission’s rules and forms,
and is accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow for timely decisions regarding
required disclosure of material information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 as
amended (the “Exchange Act”). Our disclosure controls and procedures are
designed to provide reasonable assurance of achieving these objectives. Based
upon this evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that our disclosure controls and procedures are not effective to
a reasonable assurance level of achieving such objectives.




(b) Changes in Internal Control over
Financial Reporting:There were no changes in our internal control over
financial reporting during the three months ended March 31, 2009  that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.


-13-





PART
II. OTHER INFORMATION






Item
      1.
            Legal
      Proceedings.





Not
applicable.





Item
      2.
            Unregistered
      Sales of Equity Securities and Use of
Proceeds.




Not
applicable.




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.
                Exhibit31.1
                Certification by Chief Executive
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
                Certification by Chief Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
                Certification by Chief Executive
      Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                Certification by Chief Financial
      Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.






-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)May
      14, 2009
                By:
                /s/ Zahir
      TejaZahir
      TejaPresident
      and Chief Executive Officer


May
      14, 2009
                  By:
                  /s/ Neev
      NissensonNeev
      NissensonChief
      Financial Officer
                    (principal financial and accounting
      officer)




-15-


INDEX
TO EXHIBITS





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





-16-