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, Florida 33409
                        ------------------------------
                    (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: 10
                                                  --

           Exhibit Index begins on sequentially numbered page: 7
                                                               -



<PAGE>                               1




                        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        $0.10[1]         $500,000        $125.00


___________________________________________

[1]  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
January 24, 2001 : 5,000,000 shares with a value of $0.10/share.



<PAGE>                               2




                                   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 5,000,000 shares of 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.



                                  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 August 31, 2000.

(b)	    The 10-QSB/A filed February 9, 2000 for the period ending
        November 30, 1999 and subsequently filed 10-Q's, filed on
        April 20, 2000 and October 20, 2000.

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




<PAGE>                               3




(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.

(e)     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.


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.



<PAGE>                               4




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:

        We hereby undertake:

(a)	    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.

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

(c)	    That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.

(d)     We hereby undertake that, for the purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of our
Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities
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
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.

(e)     Insofar as indemnification for liabilities arising under the
Securities Act Of 1933, as amended, may be permitted to directors, officers,
and controlling persons of Phoenix International Industries, Inc. pursuant
to the foregoing provisions, or otherwise, the we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim against such liabilities (other
than payment by us of expenses paid or incurred by a director, officer or
controlling person of us 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, we 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



<PAGE>                               5




indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.



                               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 24th day of January, 2001.


                       PHOENIX INTERNATIONAL INDUSTRIES, INC.




                       By:    /S/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
          January  24, 2001


                       PHOENIX INTERNATIONAL INDUSTRIES, INC.




                       By:    /S/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 Wieseneck, Andres & Company, PA, CPA



<PAGE>                               7
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{"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": "333-54752", "film-number": "1521052"}, "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": "TRIDENT ENVIRONMENTAL SYSTEMS INC", "date-changed": "19941109"}, {"former-conformed-name": "PROBAC INTERNATIONAL CORP", "date-changed": "19920703"}]}
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, Florida 33409
                        ------------------------------
                    (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: 10
                                                  --

           Exhibit Index begins on sequentially numbered page: 7
                                                               -
1

                        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        $0.10[1]         $500,000        $125.00

___________________________________________

[1]  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
January 24, 2001 : 5,000,000 shares with a value of $0.10/share.
2

                                   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 5,000,000 shares of 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.

                                  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 August 31, 2000.

(b)	    The 10-QSB/A filed February 9, 2000 for the period ending
        November 30, 1999 and subsequently filed 10-Q's, filed on
        April 20, 2000 and October 20, 2000.

(c)	    The S-1 and S-1/A, filed August 4, 2000 and August 28,
        2000, respectively.
3

(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.

(e)     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.

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.
4

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:

        We hereby undertake:

(a)	    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.

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

(c)	    That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.

(d)     We hereby undertake that, for the purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of our
Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities
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
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.

(e)     Insofar as indemnification for liabilities arising under the
Securities Act Of 1933, as amended, may be permitted to directors, officers,
and controlling persons of Phoenix International Industries, Inc. pursuant
to the foregoing provisions, or otherwise, the we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim against such liabilities (other
than payment by us of expenses paid or incurred by a director, officer or
controlling person of us 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, we 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
5

indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                               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 24th day of January, 2001.

                       PHOENIX INTERNATIONAL INDUSTRIES, INC.

                       By:    /S/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
          January  24, 2001

                       PHOENIX INTERNATIONAL INDUSTRIES, INC.

                       By:    /S/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 Wieseneck, Andres & Company, PA, CPA
7