8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 31, 2001

                      PHOENIX RESOURCES TECHNOLOGIES, INC.

             (Exact name of registrant as specified in its charter)

           Nevada                  000-19708                     84-1034982
- ----------------------------      -----------                  -------------
(State or other jurisdiction      (Commission                  (IRS Employer
      of incorporation)           File Number)               Identification No.)

        84 W. Santa Clara Street, Suite 300, San Jose, California 95113
               -------------------------------------------------
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (408) 242-8562

                                 Not applicable
                                 --------------
         (Former name or former address, if changed since last report.)



ITEM 5. OTHER EVENTS

On March 31, 2001 the board of directors passed a resolution to issue 13,000,000
thirteen  million  shares,  at par value,  to Michael Lamb,  Secretary and Chief
Operating  Officer,  for the purpose of  maintaining  corporate and  shareholder
integrity and to be used to replace and restore ongoing shareholder value.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Not Applicable.

(b) Not Applicable.

(c) Exhibits:

Exhibit No. Exhibit Description
- ----------- -------------------

10.1        Board Resolution dated March 31, 2001



                                   SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                      PHOENIX RESOURCES TECHNOLOGIES, INC.

                                      By: /s/ Michael M. Lamb
                                          -----------------------------------
                                      Its: Secretary and Chief Operating Officer

Date: April 9, 2001

EXHIBIT INDEX

Exhibit No. Exhibit Description
- ----------- -------------------
10.1        Board Resolution dated March 31, 2001

EX-10.1

                      Phoenix Resources Technologies, Inc.
                              A Nevada Corporation
                                BOARD RESOLUTION
                               ISSUING NEW STOCK

                               Issuance of stock.

RESOLVED  on  this  31st  Day of  March,  2001,  that  thirteen  million  shares
(13,000,000) of new common stock be issued to Michael Lamb,  Secretary and Chief
Operating Officer, as partial  compensation for previously unpaid salary and for
the purpose of maintaining  corporate and  shareholder  integrity and for use in
restoring the shareholder value to the company:

RESOLVED FURTHER,  that such actions be taken by the officers so as to merge and
or acquire such other  business as would make sense to maximize the value of the
core, product, intellectual property and business of the company.

/s/ Bobby Rekhi
- ---------------------
Bobby Rekhi

/s/ Marvin Reiss
- ---------------------
Marvin Reiss

EX-10.1 OTHERDOC