ph8k.htm

Between June and August 2008, Phoenix International Ventures, Inc (the “Company”) entered into promissory note arrangements with an aggregate of five Israeli investors and two Israeli corporations, pursuant to which the Company issued promissory notes for an aggregate of $237,185 in principal amount received. The notes mature between June 21, 2009 and August 19, 2009 and bear 15% interest per annum. Interest accrues on a monthly basis and is payable quarterly in an amount equal to the interest accrued on the balance of the Note. The interest payments commence on the third month following the issuance date for such note and shall continue every three months until the applicable maturity date.

There will be no penalties for early repayment of the notes.

In connection with the issuance of the promissory notes, the Company issued to the investors an aggregate of 13,575 shares of its common stock, as well as warrants to purchase an aggregate of 33,950 shares at prices ranging from $2.40 to $2.60 per share for a period of 2 years.

Notes for the aggregate principal amount of $155,000 were collateralized by shares of the Company’s common stock put forward by one of the Company’s shareholders. One note in the aggregate principal amount of $70,000 was collateralized by shares put forward by the Company’s CEO, Zahir Teja. The remaining notes were not collateralized.

The Company intends to use the proceeds for working capital.

The foregoing summary of the terms of the promissory notes, warrants and transactions in connection therewith is qualified in its entirety by reference to the definitive transaction documents, copies of which are attached as exhibits to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities

Between June and August 2008, the Company entered into promissory note arrangements with an aggregate of five Israeli investors and two Israeli corporations, pursuant to which the Company issued promissory notes for an aggregate of $237,185 in principal amount received, as well as an aggregate of 13,575 shares of its common stock, and warrants to purchase an aggregate of 33,950 shares at prices ranging from $2.40 to $2.60 per share for a period of 2 years. Additional information with respect to the notes, shares and warrants is included under Item 2.03 above and is incorporated herein by reference.

The offering of the promissory notes, the shares of common stock and the warrants was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemptions from the registration requirements of the Securities Act set forth in Section 4(2) thereof as a transaction by the Company not involving any public offering, the investors met the “accredited investor” criteria required by the rules and regulations promulgated under the Securities Act, there was no underwriter and no general solicitation related to the offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	Form of collateralized Promissory Note.
4.2	Form of uncollateralized Promissory Note.
4.3	Form of Warrant.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Phoenix International Ventures, Inc.

Date: September 5, 2008	By:	/s/ Zahir Teja
		Zahir Teja
		President

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INDEX TO EXHIBITS

Exhibit No.	Description
4.1	Form of collateralized Promissory Note.
4.2	Form of uncollateralized Promissory Note.
4.3	Form of Warrant.

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