United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        Commission File Number: 000-28767


                          TRILUCENT TECHNOLOGIES CORP.

Nevada                                                                88-0403070
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

825  S.  St.  Mary's,  San  Antonio,  Texas                                78205
(Address  of  principal  executive  offices)                         (Zip  Code)

Registrant's  telephone  number,  including  area  code:         (210)  444-2795



                  Independent Contractor Consulting Agreements
                              (Full Title of Plan)

                                 William Stocker
                                 Attorney at Law

                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    phone (949) 487-7295  fax (949) 487-7285
                               (Agent for Service)

                             Dated: October 30, 2001

                       CALCULATION OF REGISTRATION FEE (1)


--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |                 |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock|    1,000,000    |  $0.01          |   $10,000,000  |  $2.50      |
$0.001      |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------

1  The  securities  of  the  Issuer  presently  listed  for trading on the OTCBB
(Over-The-Counter  Bulletin  Board)  The  price is determined accordingly at the
mutually  acceptable  price  of  $0.01  per  share  due  to  an illiquid market.

                                        1
<PAGE>

                                     PART I

                                 Not applicable

                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS BY REFERENCE. The following documents are
incorporated  by  reference  as though fully set forth herein, and all documents
subsequently  filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of  the  Securities  Exchange  Act  of  1934,  prior  to  the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be incorporated by reference in the Registration Statement and a part hereof
from  the  date  of  filing  of  such  documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (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 Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ("Common Stock") Registered
under  Section  12(g) of the 1934 Act, as described in Form 10-SB. Each share is
entitled  to  one  vote;  all shares of the class share equally in dividends and
liquidation  rights.  Pursuant  to  the  laws  of  Nevada  a  majority  of  all
shareholders  entitled  to  vote at a shareholders meeting regularly called upon
notice may take action as a majority and give notice to all shareholders of such
action.  No  market  presently  exists  for  the  securities  of  this  Issuer.


ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  None.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles  of  Incorporation  or  the By-Laws, nor any Resolution of the Board of
Directors,  providing for indemnification of Officers or Directors. We are aware
of  certain  provision  of  the  Nevada Corporate Law which affects indemnity of
Officers  or  Directors.

      NRS  78.7502  provides  for  mandatory  indemnification  of  officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that  he or she has been successful on the merits or otherwise in defense of any
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative (except an action by or in the right of the corporation) by reason
of  the  fact that he or she is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other enterprise; if he or she acted in good faith and in a
manner  which  he or she reasonably believed to be in or not opposed to the best
interests  of  the  corporation;  and,  with  respect  to any criminal action or
proceeding,  in  which  he  or she had no reasonable cause to believe his or her
conduct  was  unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not Applicable. No restricted
securities  are  re-offered  or  resold pursuant to this Registration Statement.

                                        2
<PAGE>

ITEM  8.  EXHIBITS.

     Exhibit  1  hereto  is an Opinion of Counsel respecting the legality of the
issuance  of the securities covered by this Registration Statement. Counsel also
treats  the following facts: the Financial Services Agreement is not a qualified
plan of any kind or sort. Receipt of the Securities covered by this Registration
Statement  will  be  treated  as the equivalent of cash received for services as
ordinary  income.  The Securities are issued in compensation for services at the
rate  of  $0.01  per  share  for  $10,000.00  of  services  performed.

     Exhibit  2  Independent  Contractor  Consulting  Agreement.  The  service
providers  performed  services  pursuant  to  that  Agreement.

                     Service Provider     Amount $        Shares
                     --------------------------------------------
                     John L. Gray         10,000        1,000,000
                     Totals               10,000        1,000,000

ITEM  9.  UNDERTAKINGS.  Not  Applicable.

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  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,  on  October  30,  2001.


                          TRILUCENT TECHNOLOGIES CORP.


/s/Jerry  D.  Witte            /s/Mark  Zouvas            /s/Donald  Russell
   Jerry  D.  Witte               Mark  Zouvas               Donald  Russell
   president                      cfo                        secretary

                                        3
<PAGE>

--------------------------------------------------------------------------------
                                    EXHIBIT 1

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                        4
<PAGE>

                                 LAW OFFICES OF
                                 William Stocker
phone (949) 487-7295     34190 Sepulveda Avenue Suite 200     fax (949) 487-7285
                            Capistrano Beach CA 92624

                                September 7, 2001
To  the  President  and  the
Board  of  Directors
TriLucent  Technologies  Corp.          re:  Opinion  of  Special  Counsel
825  S.  St.  Mary's
San  Antonio,  Texas  78205

Dear  Sirs  and/or  Madams:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form S-8 to compensate consultants in the amount of $10,000.00
in  the  form  of  1,000,000  shares  of  common stock to be registered thereby.

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's Common Stock is Registered pursuant to  Section 12(g) of the Securities
Exchange  Act  of  1934.  This  opinion  is  based  on  the  facts  stated.

     These services were duly invoiced pursuant to an agreed time-fee agreement,
and none of the services billed or performed were direct or indirect commissions
or  compensation for raising funds for the Issuer, or for maintaining any market
in  securities  of  the  Issuer.

     It  is  my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The Financial Services Agreement is not a qualified plan of any kind or sort and
is  not  qualified  for any special tax treatment under State or Federal Law. If
and  when  issued, the securities would be and must be treated as the equivalent
of  cash  paid  and  received back as the purchase of securities. The Securities
would  be  issued  in  compensation  for  services.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration on Form S-8. I understand and consent to the use of this Opinion in
connection  with  your  proposed filing of a 1933 Registration Statement on Form
S-8.

                                Very Truly Yours,

                               /s/William Stocker
                                 William Stocker
WS:zbe                   special  securities  counsel

                                        5
<PAGE>

--------------------------------------------------------------------------------
                                EXHIBIT EXHIBIT 2

                             INDEPENDENT CONTRACTOR
                              CONSULTING AGREEMENT
--------------------------------------------------------------------------------

                                        6
<PAGE>

                   INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

THIS  AGREEMENT  made  and  entered  into this Friday, September 7, 2001, by and
between  TriLucent Technologies Corp. (TRLT-OTC/BB) (Client), with its principal
place  of  business  at 825 S. St. Mary's, San Antonio, Texas, 78205, and John
L. Gray.  ("Consultant").

                                    RECITALS

WHEREAS,  Client  is  engaged  in  the  ownership  and  management  of TriLucent
Technologies  Corp.  (TRLT)  OTCBB.

WHEREAS, Consultant is in the business of providing general business consulting,
including strategic business planning, operations, mergers and acquisitions, and
related  transactions.

WHEREAS,  in  the  operation  of  Client's  business,  Client  is in need of the
services  which  Consultant  provides  and  wishes  to  enter  into  a  business
arrangement  with  Consultant  to  provide  such  services.

IN  CONSIDERATION  of  the promises and mutual covenants hereby contained, it is
hereby agreed as follows and will confirm the arrangements, terms and conditions
pursuant  to which the Consultant has been retained to serve as a consultant and
advisor  to Client on a nonexclusive basis. The undersigned hereby agrees to the
following  terms  and  conditions:

TERMS  OF  CONTRACT

This  Agreement  will become effective on September 1, 2001 and will continue in
effect  for a period of twelve (12) months unless earlier terminated pursuant to
Section  5  of  this  Agreement.

SERVICES  TO  BE  PERFORMED  BY  INDEPENDENT  CONTRACTOR/CONSULTANT

Contractor  shall, at the request of the Company, upon reasonable notice, render
the  following  services  to  the  Company  from  time  to  time.

Duties of Consultant. Consultant agrees to provide strategic planning to Client.
The  Consultant  will  provide such consulting services and advice pertaining to
the  Company's  business affairs as the Company may from time to time reasonably
request.  Without  limiting  the  generality  of  the foregoing, Consultant will
assist  the  Company  in  developing,  studying  and  evaluating,  merger  and
acquisitions  proposals,  prepare reports, assist in negotiations and discussion
pertaining  thereof in North America. Consultant will join the Client's Board of
Directors  as  Chairman  of  said  Board.  The  Consultant  will  be entitled to
additional  compensation  under  such  terms  as maybe agreed to by the parties.

Independent  Contractor  Status. It is the express intention of the parties that
Consultant  be  an  independent  contractor  and  not  an employee, agent, joint
venture  or  partner  of  Client.  Client  shall  have no right to and shall not
control  the  manner  or  prescribe  the method by which Consultant performs the
above-described  services.  Consultant  shall be entirely and solely responsible
for its own actions and the sanctions of its agents, employees or partners while
engaged  in  the  performance  of services required by the Agreement. Nothing in
this Agreement shall be interpreted or construed as creating or establishing the
relationship  of  employer  and  employee  between  Client and Consultant or any
employee,  agent  or Consultant. Both parties acknowledge that Consultant is not
an employee for state or federal income tax purposes and Consultant specifically
agrees  that it shall be exclusively liable for the payment of all income taxes,
or  the  state  or  federal  charges  that are due as a result of receipt of any
consideration  for  the  performance  of  services  required  by this Agreement.
Consultant  agrees  that any such consideration is not subject to withholding by
the  Client for payment of any taxes and also directs Client not to withhold any
sums  for  the  consideration  paid  to  Consultant  for  the  services provided

                                        7
<PAGE>

hereunder.  Consultant  shall  retain  the  right to perform services for others
during the term of this Agreement. Nothing herein shall constitute Consultant as
an  employee or agent of the Company, except to such extent as might hereinafter
be  agreed,  Consultant  shall  not have the authority to obligate or commit the
Company  in  any  manner  whatsoever.

Use  of  Employees  of  Contractor.  Consultant may, at its own expense, use any
employee  or  subcontractors  in  the  performance  of  those  services.

Expenses.  Consultant shall be reimbursed for all costs and expenses incident to
the  performance  of  services  required  by  this  Agreement, including but not
limited  to,  the  cost of materials used by Consultant, travel, telephone, fax,
meals  and  supplies  required  specifically  for  the  Company.
Consultant  shall make available such time, as it, in its sole discretion, shall
deem  appropriate  for  the performance of its obligations under this Agreement.

COMPENSATION

Client  shall  reimburse  Consultant  at  net  cost,  for out-of-pocket expenses
incurred  by  Consultant in furtherance of this Agreement for travel and related
expenses,  contact  entertainment,  postage,  delivery  services  (e.g.  Federal
Express),  printing, telex and other third party expenses PROVIDED THAT any such
expenses  in  excess  of  $500  have  been  pre-approved  by  the  Client.

Client  and  Consultant  agree that Consultant shall receive 1,000,000 shares of
Client's public common stock in the capital of the Company.  Such securities are
to  be  delivered  to Consultant immediately after the filing of the appropriate
SEC  filings.

OBLIGATIONS  OF  CLIENT

Client  shall company with all reasonable requirement of Consultant and provided
access to all documents reasonably necessary for the performance of Consultant's
duties  under  this  Agreement.  Except  in the course of the performance of its
duties  hereunder,  Consultant  agrees  that  it  shall  not  disclose any trade
secrets,  know-how,  or  other  proprietary information not in the public domain
learned  as a result of this Agreement unless and until such information becomes
generally  known.

TERMINATION  OF  AGREEMENT

Notwithstanding  any  other  provision  of  this  Agreement,  either  party  may
terminate this Agreement at any time by giving thirty days written notice to the
other  party.  Upon  Consultant  receiving  30  days  written  notification  of
termination  of  this  Agreement by Client, they are to receive full payment for
services,  expenses and the monthly fee as stated in item 3.2 of this Agreement.
Unless  otherwise  terminated as provided in this Agreement, this Agreement will
continue  in  force  for  a  period  of  twelve (12) months. This Agreement will
terminate  automatically on the occurrence of the following event: bankruptcy or
insolvency  of  either  party;  and non-payment of performance as stated in this
Agreement  by  Client.



GENERAL  PROVISIONS

Each  operate  agrees  to  perform  any further acts and execute and deliver any
further  documents  that may be reasonably necessary to carry out the provisions
and  intent  of this Agreement. This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter contained herein and my

                                        8
<PAGE>

be  amended only by a written instrument signed by the parties affected thereby,
or their respective successors or assigns. This Agreement cancels and supersedes
all  prior  agreements,  if any, oral or written, between Client and Consultant.

Severability.  If  any  provision  of  this Agreement shall be held invalid such
invalidity  shall  not affect the other provision hereof, and to this extent the
provisions  of  this Agreement are intended to be and shall be deemed severable.

Counterparts.  This  Agreement  may  be  executed  simultaneously in two or more
counterparts,  each  of  which  shall  be  deemed  an  original by tall of which
together  shall  constitute  on  and  the  same  instrument.

Notices.  Any  notice  or  other  communication required or permitted under this
Agreement  shall  be  sufficiently  given  if  delivered  personally  or sent by
registered  or  certified mail, postage prepaid and return receipt requested, to
the address of the parties set forth in the first paragraph of this Agreement or
at  such  address as may have been provided in like manner in writing to both of
the  parties  to  this  Agreement.  Any  notice  that is sent by mail under this
Agreement  shall  be  considered  received  on  the date on which it is actually
delivered  to  the  premises of the party of whom it is properly addressed, such
date  to  be  conclusively  evidenced  by  the  date  of  the  return  receipt.

Governing  Law.  This  Agreement  shall  be  construed  in  accordance with, and
governed  by  the  laws  of  the  State  of  Texas.

Assignment. No party to this Agreement may assign this Agreement or its right or
obligations  hereunder  without  the  written  consent  of  the  other.

Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or
shall  constitute  a  waiver  of  any  other  provision,  nor  shall  any waiver
constitute  a  continuing  waiver. No waiver shall be binding unless executed in
writing  by  the  party  making  the  waiver.

Acknowledgment  Concerning  Counsel.  Each  party  acknowledges  that it had the
opportunity  to  employ  separate and independent counsel of its own choosing in
connection  with  this  Agreement.

Arbitration.  Any controversy, claim, misunderstanding, course of action, matter
in  question, breach, disagreement, dispute, or other related matter arising out
of,  or  relating  to  this  Agreement, or the relationship between the parties,
shall  be  decided  b  y  mandatory  binding  arbitration  before  the  American
Arbitration  Association,  State of Florida, or as designated by the Consultant.
In  such arbitration, the parties shall be entitled to the full discovery rights
accorded  to  litigants  under  the  Laws of the State of Nevada. The prevailing
party  shall  be  entitled to recover all costs and expenses incurred, including
its  reasonable  attorney's  fees,  related  costs, and any advanced arbitration
expenses.



Indemnification.  Consultant  will  indemnify  and  hold harmless Client and its
officers,  directors,  agents  and  employees against any expenses, which may be
incurred  by  Client  as  a  result  of statements made by Consultant, which are
inaccurate  or misleading or the failure by Consultant to state facts, which are
necessary  to  be  stated  in  order  to  make  statements  made not misleading.

                                        9
<PAGE>

IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date  first  written  above.

Mark  Zouvas
CEO
TriLucent  Technologies  Corp.

/s/Mark  Zouvas
   Mark  Zouvas


ACCEPTED  BY


/s/John L. Gray
   John L. Gray

                                       10
<PAGE>
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{"company-data": {"conformed-name": "TRILUCENT TECHNOLOGIES CORP", "cik": "0001076784", "assigned-sic": "7812", "irs-number": "880403070", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72782", "film-number": "1775292"}, "business-address": {"street1": "24843 DEL PRADO", "street2": "STE 318", "city": "DANA POINT", "state": "CA", "zip": "92629", "phone": "9482489561"}, "mail-address": {"street1": "24843 DEL PRADO", "street2": "SUITE 318", "city": "DANA POINT", "state": "CA", "zip": "92629"}, "former-company": {"former-conformed-name": "EDITWORKS LTD", "date-changed": "19991104"}}
United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        Commission File Number: 000-28767

                          TRILUCENT TECHNOLOGIES CORP.

Nevada                                                                88-0403070
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

825  S.  St.  Mary's,  San  Antonio,  Texas                                78205
(Address  of  principal  executive  offices)                         (Zip  Code)

Registrant's  telephone  number,  including  area  code:         (210)  444-2795

                  Independent Contractor Consulting Agreements
                              (Full Title of Plan)

                                 William Stocker
                                 Attorney at Law

                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    phone (949) 487-7295  fax (949) 487-7285
                               (Agent for Service)

                             Dated: October 30, 2001

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |                 |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock|    1,000,000    |  $0.01          |   $10,000,000  |  $2.50      |
$0.001      |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------

1  The  securities  of  the  Issuer  presently  listed  for trading on the OTCBB
(Over-The-Counter  Bulletin  Board)  The  price is determined accordingly at the
mutually  acceptable  price  of  $0.01  per  share  due  to  an illiquid market.

                                        1
PART I

                                 Not applicable

                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS BY REFERENCE. The following documents are
incorporated  by  reference  as though fully set forth herein, and all documents
subsequently  filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of  the  Securities  Exchange  Act  of  1934,  prior  to  the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be incorporated by reference in the Registration Statement and a part hereof
from  the  date  of  filing  of  such  documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (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 Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ("Common Stock") Registered
under  Section  12(g) of the 1934 Act, as described in Form 10-SB. Each share is
entitled  to  one  vote;  all shares of the class share equally in dividends and
liquidation  rights.  Pursuant  to  the  laws  of  Nevada  a  majority  of  all
shareholders  entitled  to  vote at a shareholders meeting regularly called upon
notice may take action as a majority and give notice to all shareholders of such
action.  No  market  presently  exists  for  the  securities  of  this  Issuer.

ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  None.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles  of  Incorporation  or  the By-Laws, nor any Resolution of the Board of
Directors,  providing for indemnification of Officers or Directors. We are aware
of  certain  provision  of  the  Nevada Corporate Law which affects indemnity of
Officers  or  Directors.

      NRS  78.7502  provides  for  mandatory  indemnification  of  officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that  he or she has been successful on the merits or otherwise in defense of any
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative (except an action by or in the right of the corporation) by reason
of  the  fact that he or she is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other enterprise; if he or she acted in good faith and in a
manner  which  he or she reasonably believed to be in or not opposed to the best
interests  of  the  corporation;  and,  with  respect  to any criminal action or
proceeding,  in  which  he  or she had no reasonable cause to believe his or her
conduct  was  unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not Applicable. No restricted
securities  are  re-offered  or  resold pursuant to this Registration Statement.

                                        2
ITEM  8.  EXHIBITS.

     Exhibit  1  hereto  is an Opinion of Counsel respecting the legality of the
issuance  of the securities covered by this Registration Statement. Counsel also
treats  the following facts: the Financial Services Agreement is not a qualified
plan of any kind or sort. Receipt of the Securities covered by this Registration
Statement  will  be  treated  as the equivalent of cash received for services as
ordinary  income.  The Securities are issued in compensation for services at the
rate  of  $0.01  per  share  for  $10,000.00  of  services  performed.

     Exhibit  2  Independent  Contractor  Consulting  Agreement.  The  service
providers  performed  services  pursuant  to  that  Agreement.

                     Service Provider     Amount $        Shares
                     --------------------------------------------
                     John L. Gray         10,000        1,000,000
                     Totals               10,000        1,000,000

ITEM  9.  UNDERTAKINGS.  Not  Applicable.

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  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,  on  October  30,  2001.

                          TRILUCENT TECHNOLOGIES CORP.

/s/Jerry  D.  Witte            /s/Mark  Zouvas            /s/Donald  Russell
   Jerry  D.  Witte               Mark  Zouvas               Donald  Russell
   president                      cfo                        secretary

                                        3
--------------------------------------------------------------------------------
                                    EXHIBIT 1

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                        4
LAW OFFICES OF
                                 William Stocker
phone (949) 487-7295     34190 Sepulveda Avenue Suite 200     fax (949) 487-7285
                            Capistrano Beach CA 92624

                                September 7, 2001
To  the  President  and  the
Board  of  Directors
TriLucent  Technologies  Corp.          re:  Opinion  of  Special  Counsel
825  S.  St.  Mary's
San  Antonio,  Texas  78205

Dear  Sirs  and/or  Madams:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form S-8 to compensate consultants in the amount of $10,000.00
in  the  form  of  1,000,000  shares  of  common stock to be registered thereby.

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's Common Stock is Registered pursuant to  Section 12(g) of the Securities
Exchange  Act  of  1934.  This  opinion  is  based  on  the  facts  stated.

     These services were duly invoiced pursuant to an agreed time-fee agreement,
and none of the services billed or performed were direct or indirect commissions
or  compensation for raising funds for the Issuer, or for maintaining any market
in  securities  of  the  Issuer.

     It  is  my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The Financial Services Agreement is not a qualified plan of any kind or sort and
is  not  qualified  for any special tax treatment under State or Federal Law. If
and  when  issued, the securities would be and must be treated as the equivalent
of  cash  paid  and  received back as the purchase of securities. The Securities
would  be  issued  in  compensation  for  services.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration on Form S-8. I understand and consent to the use of this Opinion in
connection  with  your  proposed filing of a 1933 Registration Statement on Form
S-8.

                                Very Truly Yours,

                               /s/William Stocker
                                 William Stocker
WS:zbe                   special  securities  counsel

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                                EXHIBIT EXHIBIT 2

                             INDEPENDENT CONTRACTOR
                              CONSULTING AGREEMENT
--------------------------------------------------------------------------------

                                        6
INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

THIS  AGREEMENT  made  and  entered  into this Friday, September 7, 2001, by and
between  TriLucent Technologies Corp. (TRLT-OTC/BB) (Client), with its principal
place  of  business  at 825 S. St. Mary's, San Antonio, Texas, 78205, and John
L. Gray.  ("Consultant").

                                    RECITALS

WHEREAS,  Client  is  engaged  in  the  ownership  and  management  of TriLucent
Technologies  Corp.  (TRLT)  OTCBB.

WHEREAS, Consultant is in the business of providing general business consulting,
including strategic business planning, operations, mergers and acquisitions, and
related  transactions.

WHEREAS,  in  the  operation  of  Client's  business,  Client  is in need of the
services  which  Consultant  provides  and  wishes  to  enter  into  a  business
arrangement  with  Consultant  to  provide  such  services.

IN  CONSIDERATION  of  the promises and mutual covenants hereby contained, it is
hereby agreed as follows and will confirm the arrangements, terms and conditions
pursuant  to which the Consultant has been retained to serve as a consultant and
advisor  to Client on a nonexclusive basis. The undersigned hereby agrees to the
following  terms  and  conditions:

TERMS  OF  CONTRACT

This  Agreement  will become effective on September 1, 2001 and will continue in
effect  for a period of twelve (12) months unless earlier terminated pursuant to
Section  5  of  this  Agreement.

SERVICES  TO  BE  PERFORMED  BY  INDEPENDENT  CONTRACTOR/CONSULTANT

Contractor  shall, at the request of the Company, upon reasonable notice, render
the  following  services  to  the  Company  from  time  to  time.

Duties of Consultant. Consultant agrees to provide strategic planning to Client.
The  Consultant  will  provide such consulting services and advice pertaining to
the  Company's  business affairs as the Company may from time to time reasonably
request.  Without  limiting  the  generality  of  the foregoing, Consultant will
assist  the  Company  in  developing,  studying  and  evaluating,  merger  and
acquisitions  proposals,  prepare reports, assist in negotiations and discussion
pertaining  thereof in North America. Consultant will join the Client's Board of
Directors  as  Chairman  of  said  Board.  The  Consultant  will  be entitled to
additional  compensation  under  such  terms  as maybe agreed to by the parties.

Independent  Contractor  Status. It is the express intention of the parties that
Consultant  be  an  independent  contractor  and  not  an employee, agent, joint
venture  or  partner  of  Client.  Client  shall  have no right to and shall not
control  the  manner  or  prescribe  the method by which Consultant performs the
above-described  services.  Consultant  shall be entirely and solely responsible
for its own actions and the sanctions of its agents, employees or partners while
engaged  in  the  performance  of services required by the Agreement. Nothing in
this Agreement shall be interpreted or construed as creating or establishing the
relationship  of  employer  and  employee  between  Client and Consultant or any
employee,  agent  or Consultant. Both parties acknowledge that Consultant is not
an employee for state or federal income tax purposes and Consultant specifically
agrees  that it shall be exclusively liable for the payment of all income taxes,
or  the  state  or  federal  charges  that are due as a result of receipt of any
consideration  for  the  performance  of  services  required  by this Agreement.
Consultant  agrees  that any such consideration is not subject to withholding by
the  Client for payment of any taxes and also directs Client not to withhold any
sums  for  the  consideration  paid  to  Consultant  for  the  services provided

                                        7
hereunder.  Consultant  shall  retain  the  right to perform services for others
during the term of this Agreement. Nothing herein shall constitute Consultant as
an  employee or agent of the Company, except to such extent as might hereinafter
be  agreed,  Consultant  shall  not have the authority to obligate or commit the
Company  in  any  manner  whatsoever.

Use  of  Employees  of  Contractor.  Consultant may, at its own expense, use any
employee  or  subcontractors  in  the  performance  of  those  services.

Expenses.  Consultant shall be reimbursed for all costs and expenses incident to
the  performance  of  services  required  by  this  Agreement, including but not
limited  to,  the  cost of materials used by Consultant, travel, telephone, fax,
meals  and  supplies  required  specifically  for  the  Company.
Consultant  shall make available such time, as it, in its sole discretion, shall
deem  appropriate  for  the performance of its obligations under this Agreement.

COMPENSATION

Client  shall  reimburse  Consultant  at  net  cost,  for out-of-pocket expenses
incurred  by  Consultant in furtherance of this Agreement for travel and related
expenses,  contact  entertainment,  postage,  delivery  services  (e.g.  Federal
Express),  printing, telex and other third party expenses PROVIDED THAT any such
expenses  in  excess  of  $500  have  been  pre-approved  by  the  Client.

Client  and  Consultant  agree that Consultant shall receive 1,000,000 shares of
Client's public common stock in the capital of the Company.  Such securities are
to  be  delivered  to Consultant immediately after the filing of the appropriate
SEC  filings.

OBLIGATIONS  OF  CLIENT

Client  shall company with all reasonable requirement of Consultant and provided
access to all documents reasonably necessary for the performance of Consultant's
duties  under  this  Agreement.  Except  in the course of the performance of its
duties  hereunder,  Consultant  agrees  that  it  shall  not  disclose any trade
secrets,  know-how,  or  other  proprietary information not in the public domain
learned  as a result of this Agreement unless and until such information becomes
generally  known.

TERMINATION  OF  AGREEMENT

Notwithstanding  any  other  provision  of  this  Agreement,  either  party  may
terminate this Agreement at any time by giving thirty days written notice to the
other  party.  Upon  Consultant  receiving  30  days  written  notification  of
termination  of  this  Agreement by Client, they are to receive full payment for
services,  expenses and the monthly fee as stated in item 3.2 of this Agreement.
Unless  otherwise  terminated as provided in this Agreement, this Agreement will
continue  in  force  for  a  period  of  twelve (12) months. This Agreement will
terminate  automatically on the occurrence of the following event: bankruptcy or
insolvency  of  either  party;  and non-payment of performance as stated in this
Agreement  by  Client.

GENERAL  PROVISIONS

Each  operate  agrees  to  perform  any further acts and execute and deliver any
further  documents  that may be reasonably necessary to carry out the provisions
and  intent  of this Agreement. This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter contained herein and my

                                        8
be  amended only by a written instrument signed by the parties affected thereby,
or their respective successors or assigns. This Agreement cancels and supersedes
all  prior  agreements,  if any, oral or written, between Client and Consultant.

Severability.  If  any  provision  of  this Agreement shall be held invalid such
invalidity  shall  not affect the other provision hereof, and to this extent the
provisions  of  this Agreement are intended to be and shall be deemed severable.

Counterparts.  This  Agreement  may  be  executed  simultaneously in two or more
counterparts,  each  of  which  shall  be  deemed  an  original by tall of which
together  shall  constitute  on  and  the  same  instrument.

Notices.  Any  notice  or  other  communication required or permitted under this
Agreement  shall  be  sufficiently  given  if  delivered  personally  or sent by
registered  or  certified mail, postage prepaid and return receipt requested, to
the address of the parties set forth in the first paragraph of this Agreement or
at  such  address as may have been provided in like manner in writing to both of
the  parties  to  this  Agreement.  Any  notice  that is sent by mail under this
Agreement  shall  be  considered  received  on  the date on which it is actually
delivered  to  the  premises of the party of whom it is properly addressed, such
date  to  be  conclusively  evidenced  by  the  date  of  the  return  receipt.

Governing  Law.  This  Agreement  shall  be  construed  in  accordance with, and
governed  by  the  laws  of  the  State  of  Texas.

Assignment. No party to this Agreement may assign this Agreement or its right or
obligations  hereunder  without  the  written  consent  of  the  other.

Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or
shall  constitute  a  waiver  of  any  other  provision,  nor  shall  any waiver
constitute  a  continuing  waiver. No waiver shall be binding unless executed in
writing  by  the  party  making  the  waiver.

Acknowledgment  Concerning  Counsel.  Each  party  acknowledges  that it had the
opportunity  to  employ  separate and independent counsel of its own choosing in
connection  with  this  Agreement.

Arbitration.  Any controversy, claim, misunderstanding, course of action, matter
in  question, breach, disagreement, dispute, or other related matter arising out
of,  or  relating  to  this  Agreement, or the relationship between the parties,
shall  be  decided  b  y  mandatory  binding  arbitration  before  the  American
Arbitration  Association,  State of Florida, or as designated by the Consultant.
In  such arbitration, the parties shall be entitled to the full discovery rights
accorded  to  litigants  under  the  Laws of the State of Nevada. The prevailing
party  shall  be  entitled to recover all costs and expenses incurred, including
its  reasonable  attorney's  fees,  related  costs, and any advanced arbitration
expenses.

Indemnification.  Consultant  will  indemnify  and  hold harmless Client and its
officers,  directors,  agents  and  employees against any expenses, which may be
incurred  by  Client  as  a  result  of statements made by Consultant, which are
inaccurate  or misleading or the failure by Consultant to state facts, which are
necessary  to  be  stated  in  order  to  make  statements  made not misleading.

                                        9
IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date  first  written  above.

Mark  Zouvas
CEO
TriLucent  Technologies  Corp.

/s/Mark  Zouvas
   Mark  Zouvas

ACCEPTED  BY

/s/John L. Gray
   John L. Gray

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