Annual Statements Open main menu

Neon Bloom, Inc. - Quarter Report: 2009 June (Form 10-Q)

ph10q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

FORM 10-Q
 

(Mark One)
 
þ
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
for the quarterly period ended  June 30, 2009
 
o
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For 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 o
Non-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 August 11, 2009 was 8,054,334.
 
-1-

 
 
 
Phoenix International Ventures, Inc.
 
TABLE OF CONTENTS
 
 
Page
3
3
11
13
13
   
 
14
14
14
14
14
14
14
 
 
-2-

 
PART I FINANCIAL INFORMATION
 
 
Item 1.
Financial Statements
 
Index to Financial Statements
 
 Page
4
5
6
7
 
 
-3-

 

Phoenix International Ventures, Inc.
Condensed Consolidated Balance Sheet as of
     
June 30, 2009
   
December 31, 2008
 
  Assets  
(Unaudited)
       
               
Current assets
           
Cash
  $ 47,059     $ 225,767  
Accounts receivable
    206,716       367,074  
Inventory
    390,698       186,516  
Prepaid and other current assets
    12,668       17,650  
                   
Total current assets
    657,141       797,007  
                   
 Property and equipment, net
    40,277       47,943  
                   
 Other assets
    4,200       -  
                   
Total assets
 
  $ 701,618     $ 844,950  
                   
 Liabilities and Stockholders' (Deficit)
               
                   
Current liabilities
               
Line of credit
  $ 48,264     $ 48,340  
Accounts payable
    467,363       379,693  
Other accrued expenses
    303,737       236,060  
Customer deposits
    283,431       447,202  
Notes payable
    181,115       212,751  
Legal settlement
    384,000       384,000  
Due related party
    250,153       232,304  
Officer loans
    39,461       39,461  
                   
Total current liabilities
    1,957,524       1,979,811  
                   
Long-term liabilities
               
Notes payable
    109,181       24,811  
Officer advances
    369,375       369,375  
                   
 Total liabilities
    2,436,080       2,373,997  
                   
Commitments and Contingencies
    -       -  
                   
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; 8,052,040 shares issued and outstanding
    8,052       8,046  
Paid in capital
    1,393,498       1,388,503  
Accumulated deficit
    (3,136,012 )     (2,925,596 )
                   
 
      (1,734,462 )     (1,529,047 )
                   
Total liabilities and stockholder's (deficit)
  $ 701,618     $ 844,950  
                   
The accompanying notes are an integral part of the financial statements
 

 
-4-

 
Phoenix International Ventures, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2009
   
 
   
2009
   
 
 
    2008       2008  
Sales
  $ 646,533     $ 461,540     $ 1,578,375     $ 932,706  
Cost of sales
    437,800       307,820       1,099,074       553,216  
Gross margin
    208,733       153,720       479,301       379,490  
                                 
Operating expenses
                               
General and administrative expenses
    322,477       217,058       632,076       444,807  
                                 
Total operating expenses
    322,477       217,058       632,076       444,807  
                                 
Loss from operations
    (113,744 )     (63,338 )     (152,775 )     (65,317 )
                                 
Recovery of contingency
    -       -       -       566,154  
Interest expense
    (37,454 )     (8,131 )     (57,641 )     (13,334 )
                                 
Income (Loss) before taxes
    (151,198 )     (71,469 )     (210,416 )     487,503  
                                 
Income taxes
    -       -       -       -  
                                 
Net income (loss)
  $ (151,198 )   $ (71,469 )   $ (210,416 )   $ 487,503  
                                 
                                 
Net income per common share:
                               
Basic
  $ (0.02 )   $ (0.01 )   $ (0.03 )   $ 0.06  
Diluted
  $ (0.02 )   $ (0.01 )   $ (0.03 )   $ 0.05  
                                 
Weighted average shares outstanding:
                               
Basic
    8,046,718       7,746,473       8,046,718       7,746,309  
Diluted
    8,046,718       7,746,473       8,046,718       9,562,044  
                                 
The accompanying notes are an integral part of the financial statements
 
 
-5-

 
Phoenix International Ventures, Inc.
Condensed Consolidated Statements of Cash Flows
for the Six Months Ended June 30,
(Unaudited)
   
2009
   
2008
 
Cash flows from operating activities
           
  Net income (loss)
  $ (210,416 )   $ 487,503  
  Adjustments to reconcile net income (loss) to net cash used in operating activities
               
  Depreciation
    12,541       6,819  
  Amortization of debt discount
    39,829       -  
  Accrued interest
    4,218       1,446  
  Change in accounts receivable
    160,358       (156,363 )
  Change in inventory
    (204,182 )     (26,977 )
  Changes in prepaid expenses
    4,982       26,102  
  Change in other assets
    (4,200 )        
  Change in amounts due to related party
    17,849       43,060  
  Change in customer deposits
    (163,771 )     97,997  
  Change in accounts payable
    87,670       (24,733 )
  Change in accrued expenses
    67,677       -  
  Change in Legal Settlement
    -       (566,154 )
                 
Net cash used in operating activities
    (187,445 )     (111,300 )
                 
Cash Flows from investing activities
               
  Purchase of property and equipment
    (4,875 )     -  
                 
Net cash used in investing activities
    (4,875 )     -  
                 
  Cash flows from financing activities
               
  Proceeds from subscription receivable
    -       63,020  
  Proceeds from notes payable
    100,000       95,211  
  Principal payments on notes payable
    (88,982 )     (85,988 )
  Proceeds from line of credit
    -       16,315  
  Payments on officer notes
    -       (2,425 )
  Payments   on line of credit
    (76 )     -  
                 
Net cash provided by financing activities
    10,942       86,133  
                 
Foreign exchange rates effect on cash
    2,670       -  
                 
Increase (decrease) in cash
    (178,708 )     (25,167 )
                 
Cash, beginning of period
    225,767       70,314  
                 
Cash, end of period
  $ 47,059     $ 45,147  
                 
Cash paid for
               
Interest
  $ 21,890     $ 4,247  
Income taxes
    -       -  
                 
Non Cash Investing and Financing Activities:
               
Issuance of  5,322 shares of common stock with promissory notes
    5,000          
Issuance of  3,750 shares of common stock with promissory notes
            9,263  
Issuance of  15,000 warrants with promissory notes
            21,150  
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. 

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 adoptions of these FSPs are not expected to have a material impact on the Company’s  financial statements.
 
-7-

 

In February 2008, the FASB issued FSP FAS 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of  SFAS No. 157 for the Company to July 1, 2009, for all nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  The Company believes the adoption of the delayed items of SFAS No. 157 will not have a material impact on its financial statements.

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.

   
Six months ended June 30,
 
Region
 
2009
   
2008
 
United States
    89 %     53 %
Europe
    11 %     47 %
                 
Total:
    100 %     100 %
 
 Note 3 - Inventory

Inventory consists of used equipment that can be re-manufactured for re-sale and parts. At June 30, 2009 and December 31, 2008, inventory consisted of the following:

   
June 30, 2009
   
December 31, 2008
 
Raw Materials
  $
118,500
    $
114,000
 
Work in Progress
   
272,198
     
72,516
 
    $
390,698
    $ 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 six months ended June 30, 2009:

   
2009
 
Costs incurred this period
 
$
365,755
 
Estimated contract profit this period
   
109,111
 
Less: billings to date
   
 (552,075
)
Billings in excess of costs for this period
 
$
(77,209
)

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 June 30, 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 $13,264.  At June 30, 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. Two of the notes in the aggregate amount of $75,000 matured in June 2009 and were paid in full. The remaining balance on the notes at June 30, 2009 is approximately $61,240 to be paid during the fiscal quarter ending September 30, 2009. Additionally, in May 2009 two of the investors extended their notes in the aggregate principal of $88,770 for an additional one year bearing 15% interest per annum. These notes will now mature in the fiscal quarter ending September 30, 2010. 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 June 2009, the Company entered into new promissory note agreements with related parties, an Israeli individual and a Cyprus Corporation, in the aggregate amount of $100,000. These notes are to be paid in full at various dates during the fiscal quarter ending June 30, 2010  and bear 15% interest per annum. 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 note. In total the Company issued an aggregate of 5,322 shares in connection with this discount..
 
At June 30, 2009, notes payable consist of the following:
 
   
Total
       
   
Amount
   
Current
 
Unsecured note payable to a financial institution in a foreign country; 12.4% per annum; monthly payments of $242
  $ 751     $ 751  
Secured note payable to a financial institution; 10% interest per annum; monthly payments of $756 to 2012; collateralized by an automobile
    30,238       9,827  
Unsecured promissory note agreements, less unamortized discount of $7,196 in 2009; effective interest rates range approximately 2.99% - 6.24%
    247,182       158,412  
Unsecured note payable to an individual;  interest at  7%
    12,125       12,125  
    $ 290,296     $ 181,115  
                 
Note 6 - Related Party Transactions

As of June 30, 2009, the Company owed an officer for his advances the total balance of $408,836, 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 six months ended June 30, 2009, the Company accrued salaries to officers in the aggregate amount of $16,417.

The former CFO’s employment contract expired in April 2009.  The Company has solicited his consulting services for the months of May and June 2009 for $2,000 per month. Payments over the $2,000 consulting fees made to him were applied to his deferred salary liability.
 
-9-

 

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 June 30, 2009, the Company has accrued $60,311 due to the related party.
 
On June 2009, the Company purchased parts from a related party in the total sum of $130,000. As of June 30, 2009, the Company owed the related party $65,000 for these parts. This liability was classified in account payables.
 
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 lease term which commenced on March 1, 2009 and expires on February 28, 2011.  Minimum lease payments remaining for both facilities total $91,850.  Lease expenses through June 30, 2009 were $32,430, compared to $18,000 for June 30, 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 June 30, 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.

Results of Operations
 
Financial Information - Percentage of Revenues
(Unaudited)
 
   
Six Months ended
 
   
June 30,
 
   
2009
   
2008
 
Revenues
   
100
%
   
100
%
Cost of Goods Sold
   
-70
%
   
-59
%
Gross Profit
   
30
%
   
41
%
Operating Expenses:
               
General and Administrative
   
-40
%
   
-48
%
Total Operating Expenses
   
-40
%
   
-48
%
Other Income (Expenses)
   
-.03
%
   
59
%
Income (Loss) before Taxes
   
-13
%
   
52
%
Net income (loss)
   
-13
 %
   
52
%
 
-11-

 
Comparison of Six Months Ended June 30, 2009 and June 30, 2008

Revenues. Revenues increased 69% to $1,578,375 for the six months ended June 30, 2009 compared to $932,706 for the six months ended June 30, 2008.  The increase in revenues is primarily attributable to an increase in sales orders and deliveries.  For the six months ended June 30, 2009, 40% of our revenues were from remanufacturing, 30% were manufacturing and design, 11% were parts trading, and 19% study contracts.  This compares to 19% of revenues from remanufacturing, 43% from manufacturing, design and product sales, 38% study contracts, during the six months ended June 30, 2008.

For the six months ended June 30, 2009, 89% of our revenues were derived from U.S. customers and 11% from European customers as compared to the six months ended June 30, 2008 when 53% of our revenues were derived from U.S. customers and 47% from European customers.

US Navy and Air Force and U.S. Army represented 49% of the our revenues for the six months ended June 30, 2009.  The remaining 51% of revenue is attributed to sales to aerospace companies and military contractors. Two customers represented 62% of the our revenues for the six months ended June 30, 2009.

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 99% to $1,099,074 for the six months ended June 30, 2009, compared to $553,216 for the six months ended June 30, 2008, representing 70% and 59% of the total revenues for six months ended June 30, 2009 and six months ended June 30, 2008, respectively. The increase in our cost of sales in the six months ended June 30, 2009 as a percentage of revenue is primarily attributable to the delivery of products during the period ended June 30, 2009 that had lower profit margins.

General and Administrative Expenses. General and administrative expenses increased by 42% to $632,076 for the six months ended June 30, 2009 from $444,807 for the six months ended June 30, 2008.  The increases in general and administrative costs are primarily attributable to an increase of  salaries, audit fees and legal fees for the six months ended June 30, 2009 as compared with the same period in 2008. As a percentage of revenues, general and administrative expenses decreased to 40% for the six months ended June 30, 2009, as compared to 48% for the six months ended June 30, 2008.

Net (loss) income. Net Loss for the six months ended June 30, 2009 amounted to $210,416 as compared to a net income of $487,503 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 six months ended June 30, 2008.

Comparison of Three Months Ended June 30, 2009 and June 30, 2008
 
Revenues
 
Revenues increased 40% to $646,533 for the three months ended June 30, 2009 compared to $461,540 for three months ended June 30, 2008 due to increased product sales and deliveries during the three months ended June 30, 2009.

 For the three months ended June 30, 2009, 49% of the revenues were derived from manufacturing and product sales, 18% were derived from study contracts and 33% were derived from remanufacturing orders, as compared with the three months ended June 30, 2008, in which 58% of revenues were derived from product sales, 38% were derived from study contracts and 4% were derived from remanufacturing. 
 
For the three months ended June 30, 2009, two customers represented 78% of our revenues. As of June 30, 2009, 96% of our revenues were derived from U.S. customers and 4% from European customers.

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 42% to $437,800 for the three months ended June 30, 2009, compared to $307,820 for the three months ended June 30, 2008, representing 67% and 67% of the total revenues for three months ended June 30, 2009 and June 30, 2008, respectively. The cost of sales increase during the three months ended June 30, 2009 is a result of an increase in revenues in the same period.
 
-12-

 
 
General and Administrative Expenses
 
General and administrative expenses increased by 49% to $322,476 for the three months ended June 30, 2009 from $217,058 for the three months ended June 30, 2008.  The increase in general and administrative costs is primarily attributable to an increase of salaries and legal fees during the three months ended June 30, 2009.  As a percentage of revenues, general and administrative expenses increased to 50% for the three months ended June 30, 2009, as compared to 47% for the three months ended June 30, 2008.  

LIQUIDITY AND CAPITAL RESOURCES
 
Cash as of June 30, 2009 amounted to $47,059, as compared with $225,767 as of December 31, 2008, a decrease of $178,708. Net cash used in operating activities for the six months ended June 30, 2009, was $187,451.  Net cash produced in financing activities for the six months ended June 30, 2009 was $10,948.
 
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 remaining for both facilities total $91,850 through February 28, 2011.  Lease expenses through June 30, 2009 were $32,430 compared to $18,000 for the six month ended June 30, 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 the next twelve months and proceeds from those sales are expected to fund our operations.   As of June 30, 2009, we had a backlog of approximately $7,144,036. One of the orders is for the design and manufacturing of new aircraft engine trailers for the approximate amount of $1,752,520. In addition, two of the orders are from two customers for the approximate amount of $540,849. 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 the most significant portion of our backlog, there is minimal  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 $3,029,000 of new orders. Of these orders $629,000, are expected to be delivered in 2009. We have promissory note arrangements in the amount of $61,240 which are due to mature between July 2 and August 8, 2009; and we issued two new notes and extended two of the original notes, due to mature in one year, payable between June and August 2010 for approximately $188,770.  We believe that we have sufficient funds to repay these note arrangements upon their maturity.

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 period covered by this report 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.
 
In June 2009, the Company entered into promissory note agreements with related parties on for the aggregate amount of $100,000. These notes are to be paid in full at various dates by the end in June 2010 and bear 15% interest per annum. In addition, these notes were discounted by shares. In total the Company issued an aggregate of 5,322 shares.
 
In July 2009, the Company issued 2,294 shares of common stock in connection with an agreement to extend a note arrangement which became effective in July 2009.

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
 
 
-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)
 
       
August 11, 2009
By:
/s/ Zahir Teja
 
   
Zahir Teja
 
   
President and Chief Executive Officer
 
       
 
     
     
       
August 11, 2009
By:
/s/ Neev Nissenson
 
   
Neev Nissenson
 
   
Chief Financial Officer
(principal financial and accounting officer)
 
       
 
-15-

 
INDEX TO EXHIBITS
 
 
No.
Exhibit
 
 
-16-