UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, DC 20549





FORM 10-Q/A


(Amendment No. 1)


(Mark One)





þ
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934for the quarterly period ended  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.Yesþ  Noo





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yeso  Noo





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





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





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





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





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EXPLANATORY NOTE








This Amendment No. 1 on Form 10-Q/A (the “Amendment”) of Phoenix International Ventures, Inc.  (the “Company”) amends the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, originally filed with the Securities and Exchange Commission on May 14, 2009 (the “Original
Report”). This Amendment is being filed solely to amend the certifications of the Company’s Chief Executive Officer and Chief Financial Officer required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 appended as Exhibits 31.1 and 31.2.  Specifically, the Company is re-filing these certifications solely to (i) add certain required language in the introductory paragraph of paragraph 4 and the language of paragraph 4(b) required by Item 601(b)(31) of Regulation S-K; (ii) to remove
the title of the individual providing the certification in the first line of the certification, and (iii) to revise the certifications to use the word “report” instead of “quarterly report” in paragraphs 2, 3, and 4.





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





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







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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.







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SIGNATURES





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





Phoenix International Ventures, Inc.(Registrant)November 24, 2009
By:
/s/ Zahir TejaZahir TejaPresident and Chief Executive Officer


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












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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.










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