UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

                           REGISTRATION STATEMENT
                                  ON FORM S-8
                                     UNDER
                        THE SECURITIES ACT OF 1933

                   PHOENIX INTERNATIONAL INDUSTRIES, INC.
            (Exact name of Registrant as specified in its charter)

          FLORIDA                                        59-2564162
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

1750 Osceola Drive
West Palm Beach, Florida				       33409
(Address of principal executive offices)                     (Zip Code)

                     Compensation and Consulting Agreements
                            (Full name of the plans)

                            Thomas N. Donaldson
                            1750 Osceola Drive
                            West Palm Beach, Florida33409
                      (Name and address of agent for service)

                               (561) 688-0440
          (Telephone number, including area code, of agent for service)

                            COPY TO:
                            L. Van Stillman, Esq.
                            Law Office of L. Van Stillman, P.A.
                            1177 George Bush Blvd., Suite 308
                            Delray Beach, Florida 33483

Approximate Date of Commencement of Proposed Sales under the Plan:

As soon as practicable after this Registration Statement becomes effective

                            Total Number of Pages: 7

              Exhibit Index begins on sequentially numbered page: 7

CALCULATION OF REGISTRATION FEE

Title of                        Proposed          Proposed
Securities      Maximum Amount  Maximum           Amount of
to be           to be           Offering          Aggregate       Registration
Registered      Registered      Price per Share   Offering Price  Fee

$.001 par       5,000,000       $0.04             $200,000        $18.40

Pursuant to Rule 457(h), the maximum aggregate offering price (estimated
solely for the purpose of calculating the registration fee based upon the
average of the bid and asked price of the Registrant's Common Stock as of
May 1, 2002).

<PAGE>                                 1

PART I

INFORMATION REQUIRED BY THE REGISTRATION STATEMENT

Item 1.	Plan Information.

	Phoenix International Industries, Inc. has previously entered
into agreements with third party consultants and attorneys for the
issuance of our common stock in exchange for services these
individuals provided.  In consideration for increasing the scope of
the continuing services rendered and to be rendered to the us until
such time as we generate sufficient cash flow from operations, and in
order to compensate our consultants and attorneys, we prepared this
Form S-8 registration statement to provide for the issuance of shares,
as described below.

	We have agreed to issue five million shares of our common stock
for continued corporate consulting and legal services to us.

Item 2.	Registrant Information and Employee Plan Annual
Information.

	We shall provide consultants and attorneys, without charge upon
their written or oral request the documents incorporated by reference
herein in Item 3 of Part II of this Registration Statement.  We shall
also provide the consultants and attorneys, without charge, upon their
written or oral request, with all other documents required to be
delivered to them pursuant to Rule 428(b) under the Act.  Any and all
such requests shall be directed to us at our place of business as
reflected in this Registration Statement.


<PAGE>                                 2


PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

	The following documents filed with the Securities and Exchange
Commissions are incorporated herein by reference:

(a)	Our Annual Report on Form 10-KSB filed with the Commission
on September 12, 2001.

(b)	The 10-QSB filed October 19, 2001 for the period ending
August 31, 2001, the 10-QSB/A filed January 28, 2002 for
the period ending November 30, 2001 and the 10-QSB filed
April 30, 2002 for the period ending February 28, 2002.

(c)	The S-1 and S-1/A, filed August 4, 2000 and August 28,
2000, respectively.

(d) 	A description of our activities and common stock contained
in
exhibits to our filing pursuant to the previously stated
filings in (a), (b), and (c), above.

(d)	All documents subsequently filed by us pursuant to the
Exchange Act prior to the filing of a post-effective
amendment indicating that all such securities then unsold,
shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date
of filing such documents.

Item 4.	Description of Securities.

	We are registering up to 5,000,000 shares of our common stock,
par value of $0.001 per share. Each holder of our common stock is
entitled to one vote per share of common stock standing in such
holder's name on our records on each matter submitted to a vote of our
stockholders, except as otherwise required by law. Holders of our
common stock do not have cumulative voting rights so that the holders
of more than 50% of the combined shares of our common stock voting for
the election of directors may elect all of the directors if they
choose to do so and, in that event, the holders of the remaining
shares of our common stock will not be able to elect any members to
our board of directors. Holders of our common stock are entitled to
equal dividends and distributions, per share, when, as and if declared
by our board of directors from funds legally available. Holders of our
common stock do not have pre-emptive rights to subscribe for any of
our securities nor are any shares of our common stock redeemable or
convertible into any of our other securities. If we liquidate,
dissolve or wind up our business or affairs, our assets will be
divided up pro-rata on a share-for-share basis among the holders of
our common stock after creditors and preferred shareholders, if any,
are paid.

<PAGE>                                 3


Item 5.	Interests of Named Experts and Counsel.

	None.

Item 6.	Indemnification of Officers and Directors.

	Our Articles of Incorporation as well as our By-Laws provide for
the indemnification of directors, officers, employees and agents of
the corporation to the fullest extent provided by the Corporate Law of
the State of Florida, as well as is described in the Articles of
Incorporation and the By-Laws.  These sections generally provide that
the Company may indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative except for an action
by or in right of corporation by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation.
Generally, no indemnification may be made where the person has been
determined to be negligent or guilty of misconduct in the performance
of his or her duties to the Company.

Item 7.	Exemption from Registration Claimed.

	Not Applicable


Item 8.	Exhibits:

	Pursuant to Item 601 of Rule S-K, the following Exhibits are
annexed:

	Exhibit I.	See Exhibits in Exhibit Index following the Signature
Page.

Item 9.	Undertakings:

(a)	The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

(i)	To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii)	To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;

<PAGE>                                 4


(iii)	To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement. Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.

(2)	That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

(b)	The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to section
13(a) or 15(d) of the Securities and Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities and
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c)	Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions (see Item 6) or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.

<PAGE>                                 5


                           SIGNATURE PAGE

	Pursuant to the requirements of the Securities Act of 1933, as
amended, we certify that we have reasonable grounds to believe that we
meet all of the requirements for filing on Form S-8 and have duly
caused this Registration Statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in the City of West Palm
Beach, the state of Florida, on the 6th day of May 2002.


				PHOENIX INTERNATIONAL INDUSTRIES, INC.



                                     /s/ Gerard Haryman
                                  ---------------------------------
                                  By:     Gerard Haryman
                                  Title:  President, Chief Executive
                                          Officer and Director



	Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statements has been signed by the following
persons in the capacities and on the date indicated.


Dated:		West Palm Beach, Florida
		May 6, 2002


                                PHOENIX INTERNATIONAL INDUSTRIES, INC.


                                     /s/ Gerard Haryman
                                  ---------------------------------
                                  By:     Gerard Haryman
                                  Title:  President, Chief Executive
                                          Officer and Director






<PAGE>                                 6


                             EXHIBIT INDEX



EXHIBIT NUMBER			ITEM

   5.1     Opinion regarding legality by Law Office of L. Van Stillman, PA

   23.1    Letter on audit report (consent of independent auditors) from
           Wisneck, Andres & Company, PA, CPA


<PAGE>                                 7
[{"type": "S-8", "sequence": "1", "filename": "phxus8may2002.txt", "description": "FORM S-8", "secsgml_size_bytes": 12875}]
{"company-data": {"conformed-name": "PHOENIX INTERNATIONAL INDUSTRIES INC /FL/", "cik": "0000800401", "assigned-sic": "4813", "irs-number": "592564162", "state-of-incorporation": "FL", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87624", "film-number": "02635009"}, "business-address": {"street1": "501 SOUTH DIXIE HIGHWAY", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401", "phone": "5618325208"}, "mail-address": {"street1": "501 SOUTH DIXIE HIGHWAY", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401"}, "former-company": [{"former-conformed-name": "PROBAC INTERNATIONAL CORP", "date-changed": "19920703"}, {"former-conformed-name": "TRIDENT ENVIRONMENTAL SYSTEMS INC", "date-changed": "19941109"}]}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

                           REGISTRATION STATEMENT
                                  ON FORM S-8
                                     UNDER
                        THE SECURITIES ACT OF 1933

                   PHOENIX INTERNATIONAL INDUSTRIES, INC.
            (Exact name of Registrant as specified in its charter)

          FLORIDA                                        59-2564162
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

1750 Osceola Drive
West Palm Beach, Florida				       33409
(Address of principal executive offices)                     (Zip Code)

                     Compensation and Consulting Agreements
                            (Full name of the plans)

                            Thomas N. Donaldson
                            1750 Osceola Drive
                            West Palm Beach, Florida33409
                      (Name and address of agent for service)

                               (561) 688-0440
          (Telephone number, including area code, of agent for service)

                            COPY TO:
                            L. Van Stillman, Esq.
                            Law Office of L. Van Stillman, P.A.
                            1177 George Bush Blvd., Suite 308
                            Delray Beach, Florida 33483

Approximate Date of Commencement of Proposed Sales under the Plan:

As soon as practicable after this Registration Statement becomes effective

                            Total Number of Pages: 7

              Exhibit Index begins on sequentially numbered page: 7

CALCULATION OF REGISTRATION FEE

Title of                        Proposed          Proposed
Securities      Maximum Amount  Maximum           Amount of
to be           to be           Offering          Aggregate       Registration
Registered      Registered      Price per Share   Offering Price  Fee

$.001 par       5,000,000       $0.04             $200,000        $18.40

Pursuant to Rule 457(h), the maximum aggregate offering price (estimated
solely for the purpose of calculating the registration fee based upon the
average of the bid and asked price of the Registrant's Common Stock as of
May 1, 2002).
1

PART I

INFORMATION REQUIRED BY THE REGISTRATION STATEMENT

Item 1.	Plan Information.

	Phoenix International Industries, Inc. has previously entered
into agreements with third party consultants and attorneys for the
issuance of our common stock in exchange for services these
individuals provided.  In consideration for increasing the scope of
the continuing services rendered and to be rendered to the us until
such time as we generate sufficient cash flow from operations, and in
order to compensate our consultants and attorneys, we prepared this
Form S-8 registration statement to provide for the issuance of shares,
as described below.

	We have agreed to issue five million shares of our common stock
for continued corporate consulting and legal services to us.

Item 2.	Registrant Information and Employee Plan Annual
Information.

	We shall provide consultants and attorneys, without charge upon
their written or oral request the documents incorporated by reference
herein in Item 3 of Part II of this Registration Statement.  We shall
also provide the consultants and attorneys, without charge, upon their
written or oral request, with all other documents required to be
delivered to them pursuant to Rule 428(b) under the Act.  Any and all
such requests shall be directed to us at our place of business as
reflected in this Registration Statement.
2

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

	The following documents filed with the Securities and Exchange
Commissions are incorporated herein by reference:

(a)	Our Annual Report on Form 10-KSB filed with the Commission
on September 12, 2001.

(b)	The 10-QSB filed October 19, 2001 for the period ending
August 31, 2001, the 10-QSB/A filed January 28, 2002 for
the period ending November 30, 2001 and the 10-QSB filed
April 30, 2002 for the period ending February 28, 2002.

(c)	The S-1 and S-1/A, filed August 4, 2000 and August 28,
2000, respectively.

(d) 	A description of our activities and common stock contained
in
exhibits to our filing pursuant to the previously stated
filings in (a), (b), and (c), above.

(d)	All documents subsequently filed by us pursuant to the
Exchange Act prior to the filing of a post-effective
amendment indicating that all such securities then unsold,
shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date
of filing such documents.

Item 4.	Description of Securities.

	We are registering up to 5,000,000 shares of our common stock,
par value of $0.001 per share. Each holder of our common stock is
entitled to one vote per share of common stock standing in such
holder's name on our records on each matter submitted to a vote of our
stockholders, except as otherwise required by law. Holders of our
common stock do not have cumulative voting rights so that the holders
of more than 50% of the combined shares of our common stock voting for
the election of directors may elect all of the directors if they
choose to do so and, in that event, the holders of the remaining
shares of our common stock will not be able to elect any members to
our board of directors. Holders of our common stock are entitled to
equal dividends and distributions, per share, when, as and if declared
by our board of directors from funds legally available. Holders of our
common stock do not have pre-emptive rights to subscribe for any of
our securities nor are any shares of our common stock redeemable or
convertible into any of our other securities. If we liquidate,
dissolve or wind up our business or affairs, our assets will be
divided up pro-rata on a share-for-share basis among the holders of
our common stock after creditors and preferred shareholders, if any,
are paid.
3

Item 5.	Interests of Named Experts and Counsel.

	None.

Item 6.	Indemnification of Officers and Directors.

	Our Articles of Incorporation as well as our By-Laws provide for
the indemnification of directors, officers, employees and agents of
the corporation to the fullest extent provided by the Corporate Law of
the State of Florida, as well as is described in the Articles of
Incorporation and the By-Laws.  These sections generally provide that
the Company may indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative except for an action
by or in right of corporation by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation.
Generally, no indemnification may be made where the person has been
determined to be negligent or guilty of misconduct in the performance
of his or her duties to the Company.

Item 7.	Exemption from Registration Claimed.

	Not Applicable

Item 8.	Exhibits:

	Pursuant to Item 601 of Rule S-K, the following Exhibits are
annexed:

	Exhibit I.	See Exhibits in Exhibit Index following the Signature
Page.

Item 9.	Undertakings:

(a)	The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

(i)	To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii)	To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
4

(iii)	To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement. Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.

(2)	That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

(b)	The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to section
13(a) or 15(d) of the Securities and Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities and
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c)	Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions (see Item 6) or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
5

                           SIGNATURE PAGE

	Pursuant to the requirements of the Securities Act of 1933, as
amended, we certify that we have reasonable grounds to believe that we
meet all of the requirements for filing on Form S-8 and have duly
caused this Registration Statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in the City of West Palm
Beach, the state of Florida, on the 6th day of May 2002.

				PHOENIX INTERNATIONAL INDUSTRIES, INC.

                                     /s/ Gerard Haryman
                                  ---------------------------------
                                  By:     Gerard Haryman
                                  Title:  President, Chief Executive
                                          Officer and Director

	Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statements has been signed by the following
persons in the capacities and on the date indicated.

Dated:		West Palm Beach, Florida
		May 6, 2002

                                PHOENIX INTERNATIONAL INDUSTRIES, INC.

                                     /s/ Gerard Haryman
                                  ---------------------------------
                                  By:     Gerard Haryman
                                  Title:  President, Chief Executive
                                          Officer and Director
6

                             EXHIBIT INDEX

EXHIBIT NUMBER			ITEM

   5.1     Opinion regarding legality by Law Office of L. Van Stillman, PA

   23.1    Letter on audit report (consent of independent auditors) from
           Wisneck, Andres & Company, PA, CPA
7