As filed with the Securities and Exchange Commission on September 20, 2002
                                                            File No. 333-
================================================================================





                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               XYNERGY CORPORATION
                               (FKA) RAQUEL, INC.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)



               NEVADA                                 93-1123005
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)               Identification No.)


                              STOCK INCENTIVE PLAN
           -----------------------------------------------------------
                            (Full title of the plan)


<PAGE>


   Laughlin International Inc., 3533 N. Carson St., Carson City, NV 89706-0147
                     (Name and Address of Agent for Service)


                                 (800) 648-0966
          (Telephone number including area code, of agent for service)



                                       2
<PAGE>


                         CALCULATION OF REGISTRATION FEE

                                      PROPOSED      PROPOSED
                                      MAXIMUM       MAXIMUM
TITLE OF SECURITIES    AMOUNT OF      OFFERING      AGGREGATE        AMOUNT
TO BE REGISTERED       SHARES TO BE   PRICE PER     OFFERING         OF REG.
                       REGISTERED     SHARE         PRICE            FEE
--------------------------------------------------------------------------------
$0.001 par value       6,000,000     $0.00133(1)    $7,980.00        $0.73
    Common Stock

         Totals        6,000,000     $0.00133       $7,980.00        $0.73

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

Total No. of pages: 33.



(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) under the  Securities  Act of 1933 as amended.  The
     calculation  of the  registration  fee is based  upon a per share  price of
     $.00133 which was the average sales price of the Registrant's  common stock
     on  September  12,  2002 as  reported  on the  Over-the-Counter  Electronic
     Bulletin Board.



                                       3
<PAGE>


                                   PROSPECTUS

                               XYNERGY CORPORATION
                        269 SO. BEVERLY DRIVE, SUITE 938
                             BEVERLY HILLS, CA 90212
                                 (310) 274-0086

                       (6,000,000 SHARES OF COMMON STOCK)


         This Prospectus  relates to the offer and sale by XYNERGY  CORPORATION,
("XYNY"), a Nevada corporation ("the Company") of shares of its $0.001 par value
common stock (the "Common Stock)  pursuant to its Stock  Incentive Plan where by
certain  individuals  receive stock options to stimulate  their  involvement and
continued  involvement in the Company. The Company is registering  hereunder and
then issuing upon receipt of adequate  consideration  therefor to the  Employee,
Officer,  Director  or  Consultant  6,000,000  shares  of the  Common  Stock  in
consideration  for services  rendered  and/or to be rendered  and payments  made
under the STOCK INCENTIVE PLAN.

         The Common Stock is not subject to any restriction on  transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the  Securities Act of 1933 (the Act) may sell all or part of the
shares  in any way  permitted  by law  including  sales in the  over-the-counter
market  at  prices  prevailing  at the  time of  such  sale.  Shares  registered
hereunder are being sold to both affiliates and  non-affiliates  of the Company.
An affiliate is,  summarily,  any  director,  executive  officer or  controlling
shareholder of the Company.  The affiliates of the Company may become subject to
Section  16(b) of the  Securities  Exchange Act of 1934 as amended (the Exchange
Act) which would limit their  discretion in transferring  the shares acquired in
the Company.  If the individual who is not now an affiliate becomes an affiliate
of the  Company in the future;  he would then be subject to Section  I(b) of the
Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is Listed on the OTC Bulletin Board under the symbol XYNY.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.




                The date of this Prospectus is September 15, 2002

                                       4
<PAGE>

         This  Prospectus is not part of any  Registration  Statement  which was
filed  and been  effective  under the  Securities  Act of 1933 as  amended  (the
Securities  Act) and does not  contain all of the  information  set forth in the
Registration Statement,  certain portions of which have seen offered pursuant to
the  rules and  regulations  promulgated  by the U.S.  Securities  and  Exchange
Commission  (The  Commission)  under the Securities  Act. The statements in this
Prospectus  as to the contents of any contracts or other  documents  filed as an
exhibit to either the  Registration  Statement  or other  filings of the Company
with the Commission are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request.  Requests should be addressed to: XYNERGY  CORPORATION,
269 SO.  BEVERLY DRIVE,  SUITE 938,  BEVERLY HILLS,  CA 90212,  telephone  (310)
274-0086.

         The Company is subject to the  reporting  requirements  of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports  as  well  as  the  proxy  statements,   information
statements and other information filed by the Company under the Exchange Act may
be reviewed  and copied at the public  reference  facilities  maintained  by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the  prescribed  rates.  In  addition  the  Common  Stock is  quoted on the a
automated quotation system maintained by the National  Association of Securities
Dealers,   Inc.  (NASD).  Thus  copies  of  these  reports,   proxy  statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K Street N.C. Washington DC 20549.

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus,  and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which  the  person  making  such  is not  qualified  or to any one to whom it is
unlawful to make an offer or solicitation

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall under any  circumstances  create any implication that there has not been a
change in the affairs of the Company since the date hereof.


                                       5

<PAGE>


                                TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                    7

ITEM 1. PLAN INFORMATION                                                7

GENERAL INFORMATION                                                     7
The Company                                                             7
Purpose                                                                 7
Common Stock                                                            7
The Consultant                                                          7
No Restrictions on Transfer                                             7
Tax Treatment to the Consultant                                         7
Tax Treatment to the Company                                            8
Restrictions on Resales                                                 8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION            8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Legal Opinion and Experts                                               8
Indemnification of Officers and Directors                               9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                      9

ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE                        9

ITEM 4.  DESCRIPTION OF SECURITIES                                      9

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                         9

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                     10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                           12

ITEM 8.  EXHIBITS                                                      12

ITEM 9.  UNDERTAKINGS                                                  13

EXHIBIT INDEX                                                          16





                                       6
<PAGE>


                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

         The Company has its  principal offices at 269 SO. BEVERLY DRIVE,  SUITE
938, BEVERLY HILLS, CA 90212, telephone (310) 274-0086.

PURPOSES

         The Common  Stock will be issued by the  Company  pursuant to its Stock
Incentive  Plan which has been approved by the Board of Directors of the Company
(the  "Board of  Directors").  The Stock  Incentive  Plan is hoped to  provide a
method  whereby the  Company's  current  employees and officers and non employee
directors and  consultants may be stimulated and allow the Company to secure and
retain  highly  qualified  employees,   officers,  directors  and  non  employee
directors and consultants,  thereby advancing the interests of the Company,  and
all of its shareholders. A copy of the Stock Incentive Plan has been filed as an
exhibit to this Registration Statement.

COMMON STOCK

         The Board has authorized the issuance of up to 6,000,000  shares of the
Common stock pursuant to the Company's Stock  Incentive Plan upon  effectiveness
of this registration Statement.

THE COMPANY STOCK INCENTIVE PLAN

         The Company has  established a Stock  Incentive Plan which awards stock
options in an effort to further  compensate its existing  employees and officers
and non employee directors and consultants,  secure their continued  employment,
and attract highly qualified employee's and consultants as they are needed.

NO RESTRICTIONS ON TRANSFER

         Upon the exercise of an option,  that individual will become the record
and  beneficial  owners of the shares of Common Stock upon issuance and delivery
and are entitled to all of the rights of ownership,  including the right to vote
any shares awarded and to receive ordinary cash dividends on the Common Stock.

TAX TREATMENT TO THE INDIVIDUAL WHO EXERCISES THE OPTION

         The  individuals  receiving  shares of  common  stock  pursuant  to the
exercises  of an option or options at an  exercise  price  below the fair market
value of the shares on the date of exercise, the difference between the exercise
price  and the fair  market  value of the stock on the date of  exercise  may be
deemed ordinary  income for federal income tax purposes.  The recipient is urged
to consult his tax  advisor on this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

                                       7
<PAGE>

TAX TREATMENT TO THE COMPANY

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance  with the foregoing  discussion  may be an expense  deductible by the
Company for  federal  income tax  purposes  of the  taxable  year of the Company
during which the recipient recognizes income.

RESTRICTIONS OF RESALES

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report of
Form 10-KSB for the year ended  December 31, 2001,  filed pursuant to Section 13
of the  Exchange  Act,  (ii) any and all Forms  10-Q  (10-QSB)  filed  under the
Securities  or Exchange Act  subsequent  to any filed form 10-K (or 10-KSB),  as
well as all other  reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders  delivered  pursuant to Rule 14a-3 of
the  Exchange  Act.  In  addition,  all further  documents  filed by the Company
pursuant  to  Section  13,  14,  or  15(d)  of the  Exchange  Act  prior  to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together,  constitute  this  Prospectus,  will be sent or  given to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         A copy of any document or part hereof incorporated by reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: XYNERGY  CORPORATION,  269 SO. BEVERLY DRIVE.,  SUITE 938, BEVERLY
HILLS, CA 90212 telephone (310) 274-0086.

LEGAL OPINIONS AND EXPERTS

         Warren  J.  Soloski  has  rendered  an opinion on the  validity  of the
securities  being  registered.  Mr. Soloski is not an "affiliate" of the Company
and will have a present interest in the registrant.

                                       8
<PAGE>

         The  financial  statements  of  XYNERGY  CORPORATION,  incorporated  by
reference in the  Company's  Annual  Report  (Form  10-KSB) for the period ended
December  31, 2001,  dated May 2, 2002 have been audited by Todd Beutel,  Beutel
Accounting Corporation , Certified Public Accountants,  independent auditors, as
set forth in their report  incorporated herein by reference and are incorporated
herein in reliance  upon such  report  given upon the  authority  of the firm as
experts in auditing and accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as indemnification of liabilities  arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the  company  has been  informed  that in the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

               (a) Registrant's latest Annual Report,  whether filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
          the  Exchange  Act since the end of the  fiscal  year  covered  by the
          annual report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
          Securities Act.


ITEM 4.  DESCRIPTION OF SECURITIES

         No description of the class of securities  (i.e.,  the $0.001 par value
Common  Stock ) is  required  under  this  item  because  the  common  Stock  is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Mr.  Soloski,  whose  firm is  rendering  the  legal  opinion  for this
registration,  will benefit from the  registration  of shares under the terms of
the Stock Incentive Plan.

                                       9
<PAGE>


ITEM 6.  LIMITATION OF LIABILITY DIRECTORS AND OFFICERS

LIMITATION  OF  LIABILITY.

(a)      Articles of Incorporation

         TWELFTH. "No director or officer of the Corporation shall be personally
liable to the Corporation or any of its  shareholders  for damages for breach of
fiduciary  duty as a director  or officer  involving  any act or omission of any
such director or officer: provided,  however, that the foregoing provision shall
not  eliminate  or limit the  liability of a director or officer (i) for acts or
omissions which involve intentional misconduct , fraud or a knowing violation of
law, or (ii) the payment of  dividends  in  violation  of Section  78.300 of the
Nevada  Revised  Statutes.  Any  repeal  or  modification  of  this  Article  by
stockholders  of the  corporation  shall be  prospective  only,  and  shall  not
adversely  affect any  limitation  on the  personal  liability  of a director or
officer  of the  corporation  for  acts or  omissions  prior to such  repeal  or
modification."


(b)      BYLAWS.

     The  bylaws  of the  Registrant  provide  the  following  with  respect  to
indemnification of directors,  officers,  employees, and other agents in Article
VI.

Section 1.  DEFINITIONS.  For purposes of this Article VI, "agent"  includes any
person  who is or was a  director,  officer,  employee,  or  other  agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,   officer,   employee,   or  agent  of  another  foreign  or  domestic
corporation,  partnership,  joint venture, trust, or other enterprise,  or was a
director, officer, employee, or agent of a foreign or domestic corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor  corporation;  "proceeding" includes any threatened,
pending  or  completed   action  or   proceeding,,   whether  civil,   criminal,
administrative or  investigative;  and "expenses"  includes without  limitation,
attorneys'  fees and any  expenses of  establishing  a right to  indemnification
under Section 4 or Section 5(c) of this Article VI.

Section 2.  INDEMNIFICATIONS IN ACTIONS BY THIRD PARTIES.  The Corporation shall
the power to indemnify  any person who was or is a party or is  threatened to be
made a party to any  proceeding  (other than an action by or in the right of the
corporation)  by reason  of the fact that such  person is or was an agent of the
corporation,  against expenses, judgments, fines, settlements, and other amounts
actually and  reasonably  incurred in  connection  with such  proceeding if such
person acted in good faith and in a manner such person reasonably believed to be
in  the  best  interest  of  the  corporation  and,  in  the  case  of  criminal
proceedings,  had no reasonable  cause to believe the conduct of such person was
unlawful.  The  termination  of any proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo  contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner which the person  reasonably  believed to be in the best  interest of the
corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.


                                       10
<PAGE>

Section 3. INDEMNIFICATION IN ACTIONS BY OR ON THE RIGHT OF THE CORPORATION. The
corporation  shall have the power to indemnify  any person who was or is a party
or is threatened to be made a party to any threatened  pending,  or contemplated
action by or in the right of the  corporation to procure a judgment in its favor
by reason of the fact  that such  person is or was an agent of the  corporation,
against expenses  actually and reasonably  incurred by such person in connection
with the  defense or  settlement  of such  action if such  person  acted in good
faith,  in a manner such  person  believed  to be in the best  interests  of the
corporation,  and with such care,  including  reasonable inquiry, as an ordinary
prudent  person in a like  position  would use under similar  circumstances.  No
indemnification  shall be made  under  this  Section 3 in  respect of any claim,
issue,  or manner as to which such person  shall be adjudged to be liable to the
corporation in the performance of such person's duty to the corporation,  unless
and only to the extent  that the court in which such  action was  brought  shall
have determined upon application  that, in view of all the  circumstances of the
case,  such person is fairly and  reasonably  entitled to indemnity for expenses
which such court shall determine.

Section 4. INDEMNIFICATION  AGAINST EXPENSES. To the extent that an agent of the
corporation  has been  successful  on the merits in  defense of any  proceedings
referred  to in  Section 2 or 3 of this  Article  VI or in defense of any claim,
issue or  matter  therein,  the  agent  shall be  indemnified  against  expenses
actually and reasonably incurred by the agent in connection therewith.

Section  5.  REQUIRED  DETERMINATIONS.  Except as  provided  in  Section  4, any
indemnification  under this Article VI shall be made by the corporation  only if
authorized in the specific case, upon a determination  that  indemnification  of
the  agent  is  proper  in the  circumstances  because  the  agent  has  met the
applicable standard of conduct set forth in Sections 2 and 3 of this Article VI,
by:  (a) A  majority  vote  of  those  directors  who are  not  parties  to such
proceeding;  (b)  Approval  of a majority of the  stockholders,  with the shares
owned by the person to be indemnified not being entitled to vote thereon; or (c)
The court in which such  proceeding is or was pending upon  application  made by
the corporation or the agent or attorney or other person  rendering  services in
connection  with the  defense,  whether  or not such  application  by the agent,
attorney, or other person is opposed by the corporation.

Section 6. ADVANCE OF EXPENSES.  Expenses  incurred in defending any  proceeding
must be  advanced  by the  corporation  prior to the final  disposition  of such
proceeding  upon receipt of an  undertaking by or on behalf of an agent to repay
such amount unless it shall be determined  ultimately that the agent is entitled
to be indemnified as authorized in this Article VI..

Section 7. OTHER  INDEMNIFICATIONS.  No  provision  made by the  corporation  to
indemnify its, or its subsidiary's  directors or officers for the defense of any
proceeding,  whether  contained  in the  Articles of  Incorporation,  Bylaws,  a
resolution of the  stockholders  or directors,  an agreement,  or shall be valid
unless  consistent  with Article VI.  Nothing  contained  in this Article  shall
affect any right to  indemnification  to which persons other than such directors
and officers may entitled by contract or otherwise.


                                       11
<PAGE>

Section 8. FORMS OF INDEMNIFICATION NOT PERMITTED. No indemnification or advance
shall be made under this Article VI,  except as provided in Section 4 or 5(c) in
any  circumstances  where it appears:  (a) That it would be inconsistent  with a
provision of the Articles of  Incorporation,  these Bylaws,  a resolution of the
stockholders or an agreement in effect at the time of the accrual of the alleged
cause of action  asserted in the proceedings in which the expenses were incurred
or other amounts were paid, which prohibits or otherwise limits indemnification;
or (b) That it would be inconsistent with any condition expressly imposed by the
court approving a settlement.

Section 9.  INSURANCE.  The  Corporation  shall have the power to  purchase  and
maintain  insurance  on  behalf  of any  agent of the  corporation  against  any
liability  asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the corporation  would have the
power to indemnify the agent be indemnify the agent against such liability under
the provisions of this Article VI.

Section 10.  NONAPPLICABILITY  TO  FIDUCIARIES OF EMPLOYEE  BENEFIT PLANS.  This
Article VI does not apply to any  proceedings  against any  trustee,  investment
manager, or other fiduciary of an employee benefit plan in such persons capacity
as such even  though  such  person  may also by an agent of the  corporation  as
defined in Section 1 of this Article VI.

Section  11.  LIMITATION  OF  LIABILITY  AND  INDEMNIFICATION  OF  OFFICERS  AND
DIRECTORS.  The corporation shall, to the maximum extent currently  permitted by
Nevada law, as so amended from time to time, eliminate the personal liability of
its officers and  directors  for monetary  damages for breaches of their duties,
and indemnify such officers and directors against liabilities  incurred in their
capacities  as such. In the event of a conflict  between the  provisions of this
Section  11 of  Article  VI and  any  other  provisions  of  these  Bylaws,  the
provisions of this Section 11 shall prevail.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         (a) The following  exhibits are filed as part of this S-8  registration
statement   pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated herein by this reference:

EXHIBIT NO.                  TITLE
-----------                  ------
 4.          Not Applicable

 5.          Opinion of Warren  J.  Soloski  regarding  the  legality  of the
             securities registered.

10.          Stock Incentive Plan.

15.          Not Required

23.1         Consent  of Warren J. Soloski,  special  counsel to  registrant,
             to the use of his  opinion  with respect to the legality of the
             securities being  registered  hereby and to the references to him
             in the Prospectus filed as a part hereof.


                                       12
<PAGE>


23.2         Consent of Todd Beutel, Beutel Accountancy Corporation,
             Certified Public Accountants.

27.          Not Required

28.          Not Required

29.          Not Required


ITEM 9.  UNDERTAKINGS

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  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 and
is  therefore  unenforceable.  If  a  claim  for  indemnification  against  such
liabilities  (other than the payment by registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of 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,
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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

         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:

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

               (ii) reflect in the  prospectus any facts or events arising after
                    the  effective  date of the  registration  statement (or the
                    most  recent   post-effective   amendment   thereof)  which,
                    individually  or in the aggregate,  represents a fundamental
                    change  in the  information  set  forth in the  registration
                    statement; and

               (iii)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.

                  provided,  however, paragraphs (i) and (ii) shall not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  paragraphs  is  incorporated  by reference
                  from periodic  reports filed by the registrant  small business
                  issuer under the Exchange Act.

                                       13
<PAGE>

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act, each post-effective amendment to 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.

          (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.

          (4)  To deliver or cause to be delivered with the prospectus,  to each
               person to whom the prospectus is sent or given, the latest annual
               report to security  holders that is  incorporated by reference in
               the  prospectus  and  furnished   pursuant  to  and  meeting  the
               requirements  of Rule  14a-3 or Rule 14c-3  under the  Securities
               Exchange Act of 1934;  and, where interim  financial  information
               required to be  presented by Article 3 of  Regulation  S-X is not
               set forth in the prospectus, to deliver, or cause to be delivered
               to each  person  to whom the  prospectus  is sent or  given,  the
               latest  quarterly  report that is  specifically  incorporated  by
               reference in the  prospectus  to provide  such interim  financial
               information.

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  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.






                                       14
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Beverly Hills, California on the 20th day of September
2002.


                                      XYNERGY CORPORATION
                                      (Registrant)



                                      By:  /s/ Raquel Zepeda
                                           ------------------------------
                                           Raquel Zepeda, Chairman of the Board


                                POWER OF ATTORNEY


         Each person whose individual  signature appears below hereby authorizes
Raquel Zepeda as attorney-in-fact with full power of substitution, to execute in
the name and on the behalf of each  person,  individually  and in each  capacity
stated  below,  and to  file,  any and  all  post-effective  amendments  to this
Registration Statement.

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated


    Signatures                    Title                       Date

/s/ Raquel Zepeda         Chairman of the Board          September 20, 2002
-----------------           President and Secretary
    Raquel Zepeda



                                       15
<PAGE>



                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit Number
In Registration
Statement              Descriptions                               Numbered Page
-------------------------------------------------------------------------------

 5.               Opinion of Counsel                                   17

10.               Stock Incentive Plan                                 19

23.1              Consent of Warren J. Soloski                         32

23.2              Consent of Todd Beutel, Beutel Accountancy
                  Corporation, Certified Public Accountants            33






























                                       16
[{"type": "S-8", "sequence": "1", "filename": "xcs8902.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 36171}]
{"company-data": {"conformed-name": "XYNERGY CORP", "cik": "0000920749", "assigned-sic": "2844", "irs-number": "931123005", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99875", "film-number": "02768333"}, "business-address": {"street1": "269 SO. BEVERLY DRIVE SUITE 938", "city": "BEVERLY HILLS", "state": "CA", "zip": "90212", "phone": "310-274-0086"}, "former-company": [{"former-conformed-name": "COLECCIONES DE RAQUEL INC", "date-changed": "19940628"}, {"former-conformed-name": "RAQUEL INC", "date-changed": "20000207"}]}
As filed with the Securities and Exchange Commission on September 20, 2002
                                                            File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               XYNERGY CORPORATION
                               (FKA) RAQUEL, INC.
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               NEVADA                                 93-1123005
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)               Identification No.)

                              STOCK INCENTIVE PLAN
           -----------------------------------------------------------
                            (Full title of the plan)
Laughlin International Inc., 3533 N. Carson St., Carson City, NV 89706-0147
                     (Name and Address of Agent for Service)

                                 (800) 648-0966
          (Telephone number including area code, of agent for service)

                                       2
CALCULATION OF REGISTRATION FEE

                                      PROPOSED      PROPOSED
                                      MAXIMUM       MAXIMUM
TITLE OF SECURITIES    AMOUNT OF      OFFERING      AGGREGATE        AMOUNT
TO BE REGISTERED       SHARES TO BE   PRICE PER     OFFERING         OF REG.
                       REGISTERED     SHARE         PRICE            FEE
--------------------------------------------------------------------------------
$0.001 par value       6,000,000     $0.00133(1)    $7,980.00        $0.73
    Common Stock

         Totals        6,000,000     $0.00133       $7,980.00        $0.73

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

Total No. of pages: 33.

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) under the  Securities  Act of 1933 as amended.  The
     calculation  of the  registration  fee is based  upon a per share  price of
     $.00133 which was the average sales price of the Registrant's  common stock
     on  September  12,  2002 as  reported  on the  Over-the-Counter  Electronic
     Bulletin Board.

                                       3
PROSPECTUS

                               XYNERGY CORPORATION
                        269 SO. BEVERLY DRIVE, SUITE 938
                             BEVERLY HILLS, CA 90212
                                 (310) 274-0086

                       (6,000,000 SHARES OF COMMON STOCK)

         This Prospectus  relates to the offer and sale by XYNERGY  CORPORATION,
("XYNY"), a Nevada corporation ("the Company") of shares of its $0.001 par value
common stock (the "Common Stock)  pursuant to its Stock  Incentive Plan where by
certain  individuals  receive stock options to stimulate  their  involvement and
continued  involvement in the Company. The Company is registering  hereunder and
then issuing upon receipt of adequate  consideration  therefor to the  Employee,
Officer,  Director  or  Consultant  6,000,000  shares  of the  Common  Stock  in
consideration  for services  rendered  and/or to be rendered  and payments  made
under the STOCK INCENTIVE PLAN.

         The Common Stock is not subject to any restriction on  transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the  Securities Act of 1933 (the Act) may sell all or part of the
shares  in any way  permitted  by law  including  sales in the  over-the-counter
market  at  prices  prevailing  at the  time of  such  sale.  Shares  registered
hereunder are being sold to both affiliates and  non-affiliates  of the Company.
An affiliate is,  summarily,  any  director,  executive  officer or  controlling
shareholder of the Company.  The affiliates of the Company may become subject to
Section  16(b) of the  Securities  Exchange Act of 1934 as amended (the Exchange
Act) which would limit their  discretion in transferring  the shares acquired in
the Company.  If the individual who is not now an affiliate becomes an affiliate
of the  Company in the future;  he would then be subject to Section  I(b) of the
Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is Listed on the OTC Bulletin Board under the symbol XYNY.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is September 15, 2002

                                       4
This  Prospectus is not part of any  Registration  Statement  which was
filed  and been  effective  under the  Securities  Act of 1933 as  amended  (the
Securities  Act) and does not  contain all of the  information  set forth in the
Registration Statement,  certain portions of which have seen offered pursuant to
the  rules and  regulations  promulgated  by the U.S.  Securities  and  Exchange
Commission  (The  Commission)  under the Securities  Act. The statements in this
Prospectus  as to the contents of any contracts or other  documents  filed as an
exhibit to either the  Registration  Statement  or other  filings of the Company
with the Commission are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request.  Requests should be addressed to: XYNERGY  CORPORATION,
269 SO.  BEVERLY DRIVE,  SUITE 938,  BEVERLY HILLS,  CA 90212,  telephone  (310)
274-0086.

         The Company is subject to the  reporting  requirements  of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports  as  well  as  the  proxy  statements,   information
statements and other information filed by the Company under the Exchange Act may
be reviewed  and copied at the public  reference  facilities  maintained  by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the  prescribed  rates.  In  addition  the  Common  Stock is  quoted on the a
automated quotation system maintained by the National  Association of Securities
Dealers,   Inc.  (NASD).  Thus  copies  of  these  reports,   proxy  statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K Street N.C. Washington DC 20549.

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus,  and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which  the  person  making  such  is not  qualified  or to any one to whom it is
unlawful to make an offer or solicitation

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall under any  circumstances  create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                       5
TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                    7

ITEM 1. PLAN INFORMATION                                                7

GENERAL INFORMATION                                                     7
The Company                                                             7
Purpose                                                                 7
Common Stock                                                            7
The Consultant                                                          7
No Restrictions on Transfer                                             7
Tax Treatment to the Consultant                                         7
Tax Treatment to the Company                                            8
Restrictions on Resales                                                 8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION            8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Legal Opinion and Experts                                               8
Indemnification of Officers and Directors                               9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                      9

ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE                        9

ITEM 4.  DESCRIPTION OF SECURITIES                                      9

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                         9

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                     10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                           12

ITEM 8.  EXHIBITS                                                      12

ITEM 9.  UNDERTAKINGS                                                  13

EXHIBIT INDEX                                                          16

                                       6
PART 1

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

         The Company has its  principal offices at 269 SO. BEVERLY DRIVE,  SUITE
938, BEVERLY HILLS, CA 90212, telephone (310) 274-0086.

PURPOSES

         The Common  Stock will be issued by the  Company  pursuant to its Stock
Incentive  Plan which has been approved by the Board of Directors of the Company
(the  "Board of  Directors").  The Stock  Incentive  Plan is hoped to  provide a
method  whereby the  Company's  current  employees and officers and non employee
directors and  consultants may be stimulated and allow the Company to secure and
retain  highly  qualified  employees,   officers,  directors  and  non  employee
directors and consultants,  thereby advancing the interests of the Company,  and
all of its shareholders. A copy of the Stock Incentive Plan has been filed as an
exhibit to this Registration Statement.

COMMON STOCK

         The Board has authorized the issuance of up to 6,000,000  shares of the
Common stock pursuant to the Company's Stock  Incentive Plan upon  effectiveness
of this registration Statement.

THE COMPANY STOCK INCENTIVE PLAN

         The Company has  established a Stock  Incentive Plan which awards stock
options in an effort to further  compensate its existing  employees and officers
and non employee directors and consultants,  secure their continued  employment,
and attract highly qualified employee's and consultants as they are needed.

NO RESTRICTIONS ON TRANSFER

         Upon the exercise of an option,  that individual will become the record
and  beneficial  owners of the shares of Common Stock upon issuance and delivery
and are entitled to all of the rights of ownership,  including the right to vote
any shares awarded and to receive ordinary cash dividends on the Common Stock.

TAX TREATMENT TO THE INDIVIDUAL WHO EXERCISES THE OPTION

         The  individuals  receiving  shares of  common  stock  pursuant  to the
exercises  of an option or options at an  exercise  price  below the fair market
value of the shares on the date of exercise, the difference between the exercise
price  and the fair  market  value of the stock on the date of  exercise  may be
deemed ordinary  income for federal income tax purposes.  The recipient is urged
to consult his tax  advisor on this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

                                       7
TAX TREATMENT TO THE COMPANY

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance  with the foregoing  discussion  may be an expense  deductible by the
Company for  federal  income tax  purposes  of the  taxable  year of the Company
during which the recipient recognizes income.

RESTRICTIONS OF RESALES

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report of
Form 10-KSB for the year ended  December 31, 2001,  filed pursuant to Section 13
of the  Exchange  Act,  (ii) any and all Forms  10-Q  (10-QSB)  filed  under the
Securities  or Exchange Act  subsequent  to any filed form 10-K (or 10-KSB),  as
well as all other  reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders  delivered  pursuant to Rule 14a-3 of
the  Exchange  Act.  In  addition,  all further  documents  filed by the Company
pursuant  to  Section  13,  14,  or  15(d)  of the  Exchange  Act  prior  to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together,  constitute  this  Prospectus,  will be sent or  given to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         A copy of any document or part hereof incorporated by reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: XYNERGY  CORPORATION,  269 SO. BEVERLY DRIVE.,  SUITE 938, BEVERLY
HILLS, CA 90212 telephone (310) 274-0086.

LEGAL OPINIONS AND EXPERTS

         Warren  J.  Soloski  has  rendered  an opinion on the  validity  of the
securities  being  registered.  Mr. Soloski is not an "affiliate" of the Company
and will have a present interest in the registrant.

                                       8
The  financial  statements  of  XYNERGY  CORPORATION,  incorporated  by
reference in the  Company's  Annual  Report  (Form  10-KSB) for the period ended
December  31, 2001,  dated May 2, 2002 have been audited by Todd Beutel,  Beutel
Accounting Corporation , Certified Public Accountants,  independent auditors, as
set forth in their report  incorporated herein by reference and are incorporated
herein in reliance  upon such  report  given upon the  authority  of the firm as
experts in auditing and accounting.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as indemnification of liabilities  arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the  company  has been  informed  that in the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

               (a) Registrant's latest Annual Report,  whether filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
          the  Exchange  Act since the end of the  fiscal  year  covered  by the
          annual report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
          Securities Act.

ITEM 4.  DESCRIPTION OF SECURITIES

         No description of the class of securities  (i.e.,  the $0.001 par value
Common  Stock ) is  required  under  this  item  because  the  common  Stock  is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Mr.  Soloski,  whose  firm is  rendering  the  legal  opinion  for this
registration,  will benefit from the  registration  of shares under the terms of
the Stock Incentive Plan.

                                       9
ITEM 6.  LIMITATION OF LIABILITY DIRECTORS AND OFFICERS

LIMITATION  OF  LIABILITY.

(a)      Articles of Incorporation

         TWELFTH. "No director or officer of the Corporation shall be personally
liable to the Corporation or any of its  shareholders  for damages for breach of
fiduciary  duty as a director  or officer  involving  any act or omission of any
such director or officer: provided,  however, that the foregoing provision shall
not  eliminate  or limit the  liability of a director or officer (i) for acts or
omissions which involve intentional misconduct , fraud or a knowing violation of
law, or (ii) the payment of  dividends  in  violation  of Section  78.300 of the
Nevada  Revised  Statutes.  Any  repeal  or  modification  of  this  Article  by
stockholders  of the  corporation  shall be  prospective  only,  and  shall  not
adversely  affect any  limitation  on the  personal  liability  of a director or
officer  of the  corporation  for  acts or  omissions  prior to such  repeal  or
modification."

(b)      BYLAWS.

     The  bylaws  of the  Registrant  provide  the  following  with  respect  to
indemnification of directors,  officers,  employees, and other agents in Article
VI.

Section 1.  DEFINITIONS.  For purposes of this Article VI, "agent"  includes any
person  who is or was a  director,  officer,  employee,  or  other  agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,   officer,   employee,   or  agent  of  another  foreign  or  domestic
corporation,  partnership,  joint venture, trust, or other enterprise,  or was a
director, officer, employee, or agent of a foreign or domestic corporation which
was a predecessor corporation of the corporation or of another enterprise at the
request of such predecessor  corporation;  "proceeding" includes any threatened,
pending  or  completed   action  or   proceeding,,   whether  civil,   criminal,
administrative or  investigative;  and "expenses"  includes without  limitation,
attorneys'  fees and any  expenses of  establishing  a right to  indemnification
under Section 4 or Section 5(c) of this Article VI.

Section 2.  INDEMNIFICATIONS IN ACTIONS BY THIRD PARTIES.  The Corporation shall
the power to indemnify  any person who was or is a party or is  threatened to be
made a party to any  proceeding  (other than an action by or in the right of the
corporation)  by reason  of the fact that such  person is or was an agent of the
corporation,  against expenses, judgments, fines, settlements, and other amounts
actually and  reasonably  incurred in  connection  with such  proceeding if such
person acted in good faith and in a manner such person reasonably believed to be
in  the  best  interest  of  the  corporation  and,  in  the  case  of  criminal
proceedings,  had no reasonable  cause to believe the conduct of such person was
unlawful.  The  termination  of any proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo  contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner which the person  reasonably  believed to be in the best  interest of the
corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.

                                       10
Section 3. INDEMNIFICATION IN ACTIONS BY OR ON THE RIGHT OF THE CORPORATION. The
corporation  shall have the power to indemnify  any person who was or is a party
or is threatened to be made a party to any threatened  pending,  or contemplated
action by or in the right of the  corporation to procure a judgment in its favor
by reason of the fact  that such  person is or was an agent of the  corporation,
against expenses  actually and reasonably  incurred by such person in connection
with the  defense or  settlement  of such  action if such  person  acted in good
faith,  in a manner such  person  believed  to be in the best  interests  of the
corporation,  and with such care,  including  reasonable inquiry, as an ordinary
prudent  person in a like  position  would use under similar  circumstances.  No
indemnification  shall be made  under  this  Section 3 in  respect of any claim,
issue,  or manner as to which such person  shall be adjudged to be liable to the
corporation in the performance of such person's duty to the corporation,  unless
and only to the extent  that the court in which such  action was  brought  shall
have determined upon application  that, in view of all the  circumstances of the
case,  such person is fairly and  reasonably  entitled to indemnity for expenses
which such court shall determine.

Section 4. INDEMNIFICATION  AGAINST EXPENSES. To the extent that an agent of the
corporation  has been  successful  on the merits in  defense of any  proceedings
referred  to in  Section 2 or 3 of this  Article  VI or in defense of any claim,
issue or  matter  therein,  the  agent  shall be  indemnified  against  expenses
actually and reasonably incurred by the agent in connection therewith.

Section  5.  REQUIRED  DETERMINATIONS.  Except as  provided  in  Section  4, any
indemnification  under this Article VI shall be made by the corporation  only if
authorized in the specific case, upon a determination  that  indemnification  of
the  agent  is  proper  in the  circumstances  because  the  agent  has  met the
applicable standard of conduct set forth in Sections 2 and 3 of this Article VI,
by:  (a) A  majority  vote  of  those  directors  who are  not  parties  to such
proceeding;  (b)  Approval  of a majority of the  stockholders,  with the shares
owned by the person to be indemnified not being entitled to vote thereon; or (c)
The court in which such  proceeding is or was pending upon  application  made by
the corporation or the agent or attorney or other person  rendering  services in
connection  with the  defense,  whether  or not such  application  by the agent,
attorney, or other person is opposed by the corporation.

Section 6. ADVANCE OF EXPENSES.  Expenses  incurred in defending any  proceeding
must be  advanced  by the  corporation  prior to the final  disposition  of such
proceeding  upon receipt of an  undertaking by or on behalf of an agent to repay
such amount unless it shall be determined  ultimately that the agent is entitled
to be indemnified as authorized in this Article VI..

Section 7. OTHER  INDEMNIFICATIONS.  No  provision  made by the  corporation  to
indemnify its, or its subsidiary's  directors or officers for the defense of any
proceeding,  whether  contained  in the  Articles of  Incorporation,  Bylaws,  a
resolution of the  stockholders  or directors,  an agreement,  or shall be valid
unless  consistent  with Article VI.  Nothing  contained  in this Article  shall
affect any right to  indemnification  to which persons other than such directors
and officers may entitled by contract or otherwise.

                                       11
Section 8. FORMS OF INDEMNIFICATION NOT PERMITTED. No indemnification or advance
shall be made under this Article VI,  except as provided in Section 4 or 5(c) in
any  circumstances  where it appears:  (a) That it would be inconsistent  with a
provision of the Articles of  Incorporation,  these Bylaws,  a resolution of the
stockholders or an agreement in effect at the time of the accrual of the alleged
cause of action  asserted in the proceedings in which the expenses were incurred
or other amounts were paid, which prohibits or otherwise limits indemnification;
or (b) That it would be inconsistent with any condition expressly imposed by the
court approving a settlement.

Section 9.  INSURANCE.  The  Corporation  shall have the power to  purchase  and
maintain  insurance  on  behalf  of any  agent of the  corporation  against  any
liability  asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the corporation  would have the
power to indemnify the agent be indemnify the agent against such liability under
the provisions of this Article VI.

Section 10.  NONAPPLICABILITY  TO  FIDUCIARIES OF EMPLOYEE  BENEFIT PLANS.  This
Article VI does not apply to any  proceedings  against any  trustee,  investment
manager, or other fiduciary of an employee benefit plan in such persons capacity
as such even  though  such  person  may also by an agent of the  corporation  as
defined in Section 1 of this Article VI.

Section  11.  LIMITATION  OF  LIABILITY  AND  INDEMNIFICATION  OF  OFFICERS  AND
DIRECTORS.  The corporation shall, to the maximum extent currently  permitted by
Nevada law, as so amended from time to time, eliminate the personal liability of
its officers and  directors  for monetary  damages for breaches of their duties,
and indemnify such officers and directors against liabilities  incurred in their
capacities  as such. In the event of a conflict  between the  provisions of this
Section  11 of  Article  VI and  any  other  provisions  of  these  Bylaws,  the
provisions of this Section 11 shall prevail.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         (a) The following  exhibits are filed as part of this S-8  registration
statement   pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated herein by this reference:

EXHIBIT NO.                  TITLE
-----------                  ------
 4.          Not Applicable

 5.          Opinion of Warren  J.  Soloski  regarding  the  legality  of the
             securities registered.

10.          Stock Incentive Plan.

15.          Not Required

23.1         Consent  of Warren J. Soloski,  special  counsel to  registrant,
             to the use of his  opinion  with respect to the legality of the
             securities being  registered  hereby and to the references to him
             in the Prospectus filed as a part hereof.

                                       12
23.2         Consent of Todd Beutel, Beutel Accountancy Corporation,
             Certified Public Accountants.

27.          Not Required

28.          Not Required

29.          Not Required

ITEM 9.  UNDERTAKINGS

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  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 and
is  therefore  unenforceable.  If  a  claim  for  indemnification  against  such
liabilities  (other than the payment by registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of 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,
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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

         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:

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

               (ii) reflect in the  prospectus any facts or events arising after
                    the  effective  date of the  registration  statement (or the
                    most  recent   post-effective   amendment   thereof)  which,
                    individually  or in the aggregate,  represents a fundamental
                    change  in the  information  set  forth in the  registration
                    statement; and

               (iii)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.

                  provided,  however, paragraphs (i) and (ii) shall not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  paragraphs  is  incorporated  by reference
                  from periodic  reports filed by the registrant  small business
                  issuer under the Exchange Act.

                                       13
(2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act, each post-effective amendment to 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.

          (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.

          (4)  To deliver or cause to be delivered with the prospectus,  to each
               person to whom the prospectus is sent or given, the latest annual
               report to security  holders that is  incorporated by reference in
               the  prospectus  and  furnished   pursuant  to  and  meeting  the
               requirements  of Rule  14a-3 or Rule 14c-3  under the  Securities
               Exchange Act of 1934;  and, where interim  financial  information
               required to be  presented by Article 3 of  Regulation  S-X is not
               set forth in the prospectus, to deliver, or cause to be delivered
               to each  person  to whom the  prospectus  is sent or  given,  the
               latest  quarterly  report that is  specifically  incorporated  by
               reference in the  prospectus  to provide  such interim  financial
               information.

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  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.

                                       14
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Beverly Hills, California on the 20th day of September
2002.

                                      XYNERGY CORPORATION
                                      (Registrant)

                                      By:  /s/ Raquel Zepeda
                                           ------------------------------
                                           Raquel Zepeda, Chairman of the Board

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Raquel Zepeda as attorney-in-fact with full power of substitution, to execute in
the name and on the behalf of each  person,  individually  and in each  capacity
stated  below,  and to  file,  any and  all  post-effective  amendments  to this
Registration Statement.

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated

    Signatures                    Title                       Date

/s/ Raquel Zepeda         Chairman of the Board          September 20, 2002
-----------------           President and Secretary
    Raquel Zepeda

                                       15
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit Number
In Registration
Statement              Descriptions                               Numbered Page
-------------------------------------------------------------------------------

 5.               Opinion of Counsel                                   17

10.               Stock Incentive Plan                                 19

23.1              Consent of Warren J. Soloski                         32

23.2              Consent of Todd Beutel, Beutel Accountancy
                  Corporation, Certified Public Accountants            33

                                       16