<PAGE> 1



================================================++===================

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.   20549
                 __________________________________

                              FORM S-8
                       Registration Statement
                               Under
              The Securities Act of 1933, as amended.


                PHOENIX RESOURCES TECHNOLOGIES, INC.
        (Exact name of registrant as specified in charter.)

NEVADA                                       84-1034982
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)            Identification Number)

                     15945 Quality Trail North
                      Scandia, Minnesota 55073
                           (651) 433-5753
 (Address and telephone of executive offices, including zip code.)

                1999 Nonqualifying Stock Option Plan
                        (File title of plan)

                        Ben Traub, President
                Phoenix Resources Technologies, Inc.
                     15945 Quality Trail North
                     Scandia, Minnesota  55073
                           (651) 433-5753
         (Name, address and telephone of agent for service)

Copies of all communications, including all communications sent to
the agent for service, should be sent to:

                       Conrad C. Lysiak, Esq.
                       601 West First Avenue
                             Suite 503
                    Spokane, Washington   99201
                           (509) 624-1475

In addition, pursuant to rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.

=====================================================================






<PAGE> 2

                 CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------
Title of Each
Aggregate
Class of                     Proposed Maximum  Proposed Maximum    Amount of
Securities to  Amount to be  Offering Price    Aggregate Offering  Registration
be Registered  Registered    Per Unit/Share    Price [1]           Fee [1]
------------------------------------------------------------------------------


Common Shares,
$0.001 par value,
issuable upon
exercise of
stock options
by Grantees      900,000     $7.4375           $6,693,750         $1,813.50

------------------------------------------------------------------------------

Totals           900,000     $7.4375           $6,693,750         $1,813.50
------------------------------------------------------------------------------


[1]  Based upon the mean between the closing bid and ask prices for
     common shares on December 2, 1999, in accordance with Rule
     457(c).

































<PAGE> 3

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference into this
Registration Statement and made a part hereof:

     Form 10-K filed for the period ending October 31, 1998 and all
reports filed with the SEC subsequent thereto.


ITEM 4.   DESCRIPTION OF SECURITIES.

     We are authorized to issue 100,000,000 shares of $0.001 par value
common stock.   9,270,400 shares of common stock are outstanding.

     You have traditional rights as to voting, dividends and
liquidation.  All of our shares of common stock are entitled to one
vote on all matters.  There are no pre-emptive rights and cumulative
voting is not allowed.  Our common stock is not subject to redemption
and carries no subscription or conversion rights.  In the event of our
liquidation you are entitled to share equally in corporate assets after
satisfaction of all liabilities.  Copies of the Articles of
Incorporation and Bylaws are filed herewith. All of our shares
outstanding are fully paid and non-assessable.

Dividends

     We have not paid any dividends and will probably not pay any
dividends in the future.

Transfer Agent

     Our transfer agent and warrant agent is Signature Stock Transfer,
Inc., Office In The Park, 14675 Midway Road, Suite 211, Dallas, Texas
75244 and its telephone number is (972) 788-4193.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

     None.














<PAGE> 4

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Nevada Revised Statutes and certain provisions of the Company's
Bylaws under certain circumstances provide for indemnification of the
Company's Officers, Directors and controlling persons against
liabilities which they may incur in such capacities.  A summary of the
circumstances in which such indemnification is provided for is
contained herein, but this description is qualified in its entirety by
reference to the Company's Bylaws and to the statutory provisions.

     In general, any Officer, Director, employee or agent may be
indemnified against expenses, fines, settlements or judgments arising
in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful.  Unless such person is
successful upon the merits in such an action, indemnification may be
awarded only after a determination by independent decision of the Board
of Directors, by legal counsel, or by a vote of the shareholders, that
the applicable standard of conduct was met by the person to be
indemnified.

     The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company is generally
the same as those set forth above; however, with respect to such
actions, indemnification is granted only with respect to expenses
actually incurred in connection with the defense or settlement of the
action.  In such actions, the person to be indemnified must have acted
in good faith and in a manner believed to have been in the Company's
best interest, and have not been adjudged liable for negligence or
misconduct.

     Indemnification may also be granted pursuant to the terms of
agreements which may be entered in the future or pursuant to a vote of
shareholders or Directors.  The statutory provision cited above also
grants the power to the Company to purchase and maintain insurance
which protects its Officers and Directors against any liabilities
incurred in connection with their service in such a position, and such
a policy may be obtained by the Company.


ITEM 7.   EXEMPTION FROM REGISTRATION.

          None; not applicable.


ITEM 8.   EXHIBITS.

Number    Document Description

     The following documents are incorporated herein by reference from
the Registrant's Form 8-K dated November 12, 1999 and filed with the
Securities and Exchange Commission:

     99.1 Stock Acquisition Agreement.


<PAGE> 5

     The following documents are incorporated herein:

     3.1  Articles of Incorporation

     3.2  Bylaws
     3.3  Amended Articles of Incorporation

     3.4  Amended Articles of Incorporation

     4.1  Specimen Stock Certificate for Common Stock

     5.1  Opinion of Conrad C. Lysiak, regarding the legality of the
          securities registered under this Registration Statement.

     10.1 Nonqualifying Stock Option Plan.

     23.1 Consent of S.W. Hatfield, CPA.

     23.2 Consent of Conrad C. Lysiak, Attorney at Law

     99.2 Indemnification and Hold Harmless Agreement

ITEM 9.   UNDERTAKINGS.

     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 to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the 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 therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and,

     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.


     The undersigned registrant hereby undertakes that, for the
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 Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the 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.






<PAGE> 6
                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8 and
has duly caused this Registration Statement thereto to be signed on its
behalf by the undersigned, thereunto duly authorized on the 16th day of
December, 1999.

                              PHOENIX RESOURCES TECHNOLOGIES, INC.



                              BY:  /s/ Ben Traub
                                   Ben Traub, President

     KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Ben Traub, as true and lawful
attorney-in-fact and agent, with full power of substitution, for his
and in his name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the
same, therewith, with the Securities and Exchange Commission, and to
make any and all state securities laws or blue sky filings, granting
unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite or necessary to be
done in about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying the confirming all that
said attorney-in-fact and agent, or any substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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

Signature                Title                    Date


/s/ Ben Traub            President and a member   December 16, 1999
Ben Traub                of the Board of Directors


/s/ Robert Seitz
Robert Seitz             Vice President and a     December 16, 1999
                         member of the Board
                         of Directors


/s/ Judee Fayle          Secretary/Treasurer,     December 16, 1999
Judee Fayle              Chief Financial Officer
                         and a member of the
                         Board of Directors
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11321}]
{"company-data": {"conformed-name": "PHOENIX RESOURCES TECHNOLOGIES INC", "cik": "0000808575", "assigned-sic": "2400", "irs-number": "841034982", "state-of-incorporation": "NV", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92971", "film-number": "99776552"}, "business-address": {"street1": "15945 QUALITY TRAIL NORTH", "city": "SCANDIA", "state": "MN", "zip": "55073", "phone": "6514335735"}, "mail-address": {"street1": "15945 QUALITY TRAIL NORTH", "city": "SCANDIA", "state": "MN", "zip": "55073"}, "former-company": [{"former-conformed-name": "HUGHES RESOURCES INC", "date-changed": "19920703"}, {"former-conformed-name": "FIRMA INC", "date-changed": "19910618"}]}
1

================================================++===================

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.   20549
                 __________________________________

                              FORM S-8
                       Registration Statement
                               Under
              The Securities Act of 1933, as amended.

                PHOENIX RESOURCES TECHNOLOGIES, INC.
        (Exact name of registrant as specified in charter.)

NEVADA                                       84-1034982
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)            Identification Number)

                     15945 Quality Trail North
                      Scandia, Minnesota 55073
                           (651) 433-5753
 (Address and telephone of executive offices, including zip code.)

                1999 Nonqualifying Stock Option Plan
                        (File title of plan)

                        Ben Traub, President
                Phoenix Resources Technologies, Inc.
                     15945 Quality Trail North
                     Scandia, Minnesota  55073
                           (651) 433-5753
         (Name, address and telephone of agent for service)

Copies of all communications, including all communications sent to
the agent for service, should be sent to:

                       Conrad C. Lysiak, Esq.
                       601 West First Avenue
                             Suite 503
                    Spokane, Washington   99201
                           (509) 624-1475

In addition, pursuant to rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.

=====================================================================
2

                 CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------
Title of Each
Aggregate
Class of                     Proposed Maximum  Proposed Maximum    Amount of
Securities to  Amount to be  Offering Price    Aggregate Offering  Registration
be Registered  Registered    Per Unit/Share    Price [1]           Fee [1]
------------------------------------------------------------------------------

Common Shares,
$0.001 par value,
issuable upon
exercise of
stock options
by Grantees      900,000     $7.4375           $6,693,750         $1,813.50

------------------------------------------------------------------------------

Totals           900,000     $7.4375           $6,693,750         $1,813.50
------------------------------------------------------------------------------

[1]  Based upon the mean between the closing bid and ask prices for
     common shares on December 2, 1999, in accordance with Rule
     457(c).
3

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference into this
Registration Statement and made a part hereof:

     Form 10-K filed for the period ending October 31, 1998 and all
reports filed with the SEC subsequent thereto.

ITEM 4.   DESCRIPTION OF SECURITIES.

     We are authorized to issue 100,000,000 shares of $0.001 par value
common stock.   9,270,400 shares of common stock are outstanding.

     You have traditional rights as to voting, dividends and
liquidation.  All of our shares of common stock are entitled to one
vote on all matters.  There are no pre-emptive rights and cumulative
voting is not allowed.  Our common stock is not subject to redemption
and carries no subscription or conversion rights.  In the event of our
liquidation you are entitled to share equally in corporate assets after
satisfaction of all liabilities.  Copies of the Articles of
Incorporation and Bylaws are filed herewith. All of our shares
outstanding are fully paid and non-assessable.

Dividends

     We have not paid any dividends and will probably not pay any
dividends in the future.

Transfer Agent

     Our transfer agent and warrant agent is Signature Stock Transfer,
Inc., Office In The Park, 14675 Midway Road, Suite 211, Dallas, Texas
75244 and its telephone number is (972) 788-4193.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

     None.
4

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Nevada Revised Statutes and certain provisions of the Company's
Bylaws under certain circumstances provide for indemnification of the
Company's Officers, Directors and controlling persons against
liabilities which they may incur in such capacities.  A summary of the
circumstances in which such indemnification is provided for is
contained herein, but this description is qualified in its entirety by
reference to the Company's Bylaws and to the statutory provisions.

     In general, any Officer, Director, employee or agent may be
indemnified against expenses, fines, settlements or judgments arising
in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful.  Unless such person is
successful upon the merits in such an action, indemnification may be
awarded only after a determination by independent decision of the Board
of Directors, by legal counsel, or by a vote of the shareholders, that
the applicable standard of conduct was met by the person to be
indemnified.

     The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company is generally
the same as those set forth above; however, with respect to such
actions, indemnification is granted only with respect to expenses
actually incurred in connection with the defense or settlement of the
action.  In such actions, the person to be indemnified must have acted
in good faith and in a manner believed to have been in the Company's
best interest, and have not been adjudged liable for negligence or
misconduct.

     Indemnification may also be granted pursuant to the terms of
agreements which may be entered in the future or pursuant to a vote of
shareholders or Directors.  The statutory provision cited above also
grants the power to the Company to purchase and maintain insurance
which protects its Officers and Directors against any liabilities
incurred in connection with their service in such a position, and such
a policy may be obtained by the Company.

ITEM 7.   EXEMPTION FROM REGISTRATION.

          None; not applicable.

ITEM 8.   EXHIBITS.

Number    Document Description

     The following documents are incorporated herein by reference from
the Registrant's Form 8-K dated November 12, 1999 and filed with the
Securities and Exchange Commission:

     99.1 Stock Acquisition Agreement.
5

     The following documents are incorporated herein:

     3.1  Articles of Incorporation

     3.2  Bylaws
     3.3  Amended Articles of Incorporation

     3.4  Amended Articles of Incorporation

     4.1  Specimen Stock Certificate for Common Stock

     5.1  Opinion of Conrad C. Lysiak, regarding the legality of the
          securities registered under this Registration Statement.

     10.1 Nonqualifying Stock Option Plan.

     23.1 Consent of S.W. Hatfield, CPA.

     23.2 Consent of Conrad C. Lysiak, Attorney at Law

     99.2 Indemnification and Hold Harmless Agreement

ITEM 9.   UNDERTAKINGS.

     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 to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the 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 therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and,

     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.

     The undersigned registrant hereby undertakes that, for the
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 Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the 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.
6
                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8 and
has duly caused this Registration Statement thereto to be signed on its
behalf by the undersigned, thereunto duly authorized on the 16th day of
December, 1999.

                              PHOENIX RESOURCES TECHNOLOGIES, INC.

                              BY:  /s/ Ben Traub
                                   Ben Traub, President

     KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Ben Traub, as true and lawful
attorney-in-fact and agent, with full power of substitution, for his
and in his name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the
same, therewith, with the Securities and Exchange Commission, and to
make any and all state securities laws or blue sky filings, granting
unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite or necessary to be
done in about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying the confirming all that
said attorney-in-fact and agent, or any substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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

Signature                Title                    Date

/s/ Ben Traub            President and a member   December 16, 1999
Ben Traub                of the Board of Directors

/s/ Robert Seitz
Robert Seitz             Vice President and a     December 16, 1999
                         member of the Board
                         of Directors

/s/ Judee Fayle          Secretary/Treasurer,     December 16, 1999
Judee Fayle              Chief Financial Officer
                         and a member of the
                         Board of Directors