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.

Between June and August 2009, 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 as well as an aggregate of 10,589 shares of its common stock. Additional information with respect to the notes and shares is included under Item 2.03 above and is incorporated herein by reference.

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).