8-K 1 phoenix8k.htm phoenix8k.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: September 24, 2009
 (Date of earliest event reported: June 19, 2009)

PHOENIX INTERNATIONAL VENTURES, INC.
(Exact name of registrant as specified in its charter)

Nevada
  
333-140257
  
20-8018146
(State or other jurisdiction
  
(Commission File Number)
  
(IRS Employer
of incorporation)
      
Identification No.)
 
61B Industrial PKWY, Carson City, NV
  
89706
(Address of principal executive offices)
  
(Zip Code)
 
(775) 882-9700
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is intended to simultaneously  satisfy the filing obligation of the registrant under any of the following  provisions:

o  Written communications pursuant to Rule 425 under the Securities Act
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
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Item 2.03                      Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

Between June and August 2009, Phoenix International Ventures, Inc. (the “Company”) entered into promissory note arrangements with two Israeli investors, one Israeli corporation and one Cyprus corporation pursuant to which the Company issued promissory notes for an aggregate of $215,000 in principal amount received. Two of the notes were extension of notes entered into in the previous year.  The notes mature on various dates between June 18, 2009 and August 23, 2009 and bear 15% interest per annum.  Interest on each note 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 addition, these notes were discounted by the issuance of shares of the Company’s common stock equal to 5% of the principal amount of the notes.  In total, the Company issued to the investors an aggregate of 10,589 shares of its common stock.

The Company intends to use the proceeds for working capital.

The foregoing summary of the terms of the promissory notes 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


The offering of the promissory notes and the shares of common stock 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.
 

(d)               Exhibits

Exhibit No.
Description
  
4.1
Form of uncollateralized promissory note (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2009).
4.2
Form of uncollateralized promissory note extension (incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2009).


 
 
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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 24, 2009
By:
/s/  Neev Nissenson
  
   
Neev Nissenson
  
   
Chief Financial Officer
 
  

 
 
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INDEX TO EXHIBITS
 

 
Exhibit No.
Description
  
4.1
Form of uncollateralized promissory note (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2009).
4.2
Form of uncollateralized promissory note extension (incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2009).

 
 
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