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<p><a name=MergeParas><font size=2>&nbsp;</font></a></p>

<p align=center><b><font size=3>UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
WASHINGTON, D.C. 20549</font></b></p>

<p align=center><b><font size=4>FORM S-8</font></b><font size=2><br>
REGISTRATION STATEMENT<br>
UNDER THE SECURITIES ACT OF 1933</font></p>

<p align=center><b><font size=4>ESYNCH CORPORATION</font></b><font size=2><br>
(Exact name of Company as specified in its charter)</font></p>

<div align=center>


<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td  align=center width="48%" valign=top><font size=2>Delaware</font>
<hr size=1 width="95%" noshade color=black align=center></td>

  <td  align=center width="50%" valign=top><font size=2>87-0461856</font>
<hr size=1 width="95%" noshade color=black align=center></td>

  <td   width="0%">&nbsp;</td>

 </tr>
 <tr>
  <td  align=center width="48%" valign=top><font size=2>(State
  or other jurisdiction</font></td>

  <td  align=center width="50%" valign=top><font size=2>(I.R.S.
  Employer</font></td>

  <td   width="0%">&nbsp;</td>

 </tr>
 <tr>
  <td  align=center width="48%" valign=top><font size=2>of
  incorporation or organization)</font></td>

  <td  align=center width="50%" valign=top><font size=2>Identification
  No.)</font></td>

  <td   width="0%">&nbsp;</td>

 </tr>
 <tr>
  <td  align=center width="48%" valign=top>&nbsp;</td>

  <td  align=center width="50%" valign=top>&nbsp;</td>

  <td   width="0%">&nbsp;</td>

 </tr>
 <tr>
  <td  align=center width="100%" colspan=3 valign=top><font size=2>15502
  Mosher Avenue, Tustin, California 92780</font>
<hr size=1 width="95%" noshade color=black align=center></td>

 </tr>
 <tr>
  <td  align=center width="100%" colspan=3 valign=top><font size=2>(Address
  of Principal Executive Offices) (Zip Code)</font></td>

 </tr>
</TABLE>


</div>

<p align=center><font size=2>&nbsp;</font></p>

<p align=center><font size=2>Service Agreements with
the Following Persons:<br>
(month and year of Agreement indicated parenthetically)</font></p>

<p align=center><font size=2>Paula LeGuellec
(05/2001)</font></p>

<p align=center><font size=2>Thomas Hemingway<br>
eSynch Corporation<br>
15502 Mosher Avenue<br>
Tustin, California 92780<br>
____________________<br>
(Name and address of agent for service)</font></p>

<p align=center><font size=2>(714) 258-1900<br>
____________________<br>
(Telephone number, including area code, of agent for service)</font></p>

<p align=center><font size=2>CALCULATION OF
REGISTRATION FEE</font></p>

<table border=1 cellspacing=0 cellpadding=0>
 <tr>
  <td  align=center width="22%" valign=bottom><font size=2>Title
  of securities<br>
  to be registered</font></td>

  <td  align=center width="22%" valign=bottom><font size=2>Amount
  to be <br>
  registered (1)</font></td>

  <td  align=center width="16%" valign=bottom><font size=2>Proposed
  maximum offering price <br>
  per share (2)</font></td>

  <td  align=center width="20%" valign=bottom><font size=2>Proposed
  maximum aggregate offering<br>
  price (2)</font></td>

  <td  align=center width="17%" valign=bottom><font size=2>Amount
  of <br>
  registration fee</font></td>

 </tr>
 <tr>
  <td  align=center width="22%" valign=top>&nbsp;</td>

  <td  align=center width="22%" valign=top>&nbsp;</td>

  <td  align=center width="16%" valign=top>&nbsp;</td>

  <td  align=center width="20%" valign=top>&nbsp;</td>

  <td  align=center width="17%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td  align=center width="22%" valign=top><font size=2>Common
  Stock,<br>
  $0.001 par value</font></td>

  <td  align=center width="22%" valign=bottom><font size=2>1,000,000
  shares</font></td>

  <td  align=center width="16%" valign=bottom><font size=2>$0.365</font></td>

  <td  align=center width="20%" valign=bottom><font size=2>$365,000.00</font></td>

  <td  align=center width="17%" valign=bottom><font size=2>$91.25</font></td>

 </tr>
</TABLE>





<hr size=1 width="25%" noshade color=black align=left>



<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=37 valign=top><font size=2>1.</font></td>

  <td width=722 valign=top><font size=2>The Consulting
  Agreement with Paula LeGuellec grants the holder 1,000,000 shares of Common
  Stock of which all shares are being registered.</font></td>

 </tr>
 <tr>
  <td width=37 valign=top><font size=2>2.</font></td>

  <td width=722 valign=top><font size=2>Estimated solely for
  the purpose of calculating the registration fee pursuant to Rule 457(c) under
  the Securities Act of 1933 (as amended), on the basis of&nbsp; $0.365 per share, the average of the high
  and low prices of the Common Stock on the OTC Bulletin Board on June 4, 2001.</font></td>

 </tr>
</TABLE>

<p><font size=2>&nbsp;</font></p>

</div>

<PAGE>


<div>

<p align=center><b><font size=2>PART I</font></b></p>

<p><b><font size=2>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</font></b></p>

<p><b><font size=2>ITEM 1.&nbsp; PLAN AND
AGREEMENT INFORMATION</font></b></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The documents containing the
information required by Part I will be sent or given to the persons listed on
the cover page as specified by Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the &quot;Commission&quot;) either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in the registration statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended (the
&quot;Securities Act&quot;).</font></p>

<p><b><font size=2>ITEM 2.&nbsp; REGISTRANT
INFORMATION</font></b></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Upon the written or oral request by a
participant in any of the agreements listed on the cover page, the Company will
provide any of the documents incorporated by reference in Item 3 of Part II of
this Registration Statement (which documents are incorporated by reference into
this Section 10(a) prospectus), any documents required to be delivered to
participants pursuant to Rule 428(b) and other additional information about
such agreements. All of such documents and information will be available
without charge. Any and all such requests should be directed to the Company at
15502 Mosher Avenue, Tustin, California 92780, telephone (714) 258-1900,
attention: Corporate Secretary.</font></p>

<p align=center><b><font size=2>EXPLANATORY
NOTE</font></b></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Registration Statement has been
prepared in accordance with the requirements of Form S-8 and Form S-3 pursuant
to the Securities Act. The Form S-8 portion of this Registration Statement will
be used for offers of shares of common stock, par value of $.001 per share (the
&quot;Common Stock&quot;), of the Company, pursuant to each of the agreements
listed on the cover page. In accordance with the Note to Part I of Form S-8,
the information specified by Part I for Form S-8 has been omitted from this
Registration Statement.</font></p>

<p><font size=2>&nbsp;</font></p>

</div>

<PAGE>


<div>

<p align=center><b><font size=2>PART II</font></b></p>

<p align=center><b><font size=2>INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT</font></b></p>

<p><b><font size=2>ITEM 3.&nbsp; INCORPORATION
OF DOCUMENTS BY REFERENCE</font></b></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following documents filed by
eSynch Corporation (the &quot;Company&quot;) with the Commission are
incorporated in and made part of this registration statement by reference,
except to the extent that any statement or information therein is modified,
superseded or replaced by a statement or information contained in any other
subsequently filed document incorporated herein by reference.</font></p>

<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=23 valign=top>&nbsp;</td>

  <td width=36 valign=top><font size=2>(1)</font></td>

  <td width=699 valign=top><font size=2>The Company's Annual
  Report on Form 10-KSB for the fiscal year ended</font></td>

 </tr>
 <tr>
  <td width=23 valign=top>&nbsp;</td>

  <td width=36 valign=top>&nbsp;</td>

  <td width=699 valign=top><font size=2>December 31, 1999.</font></td>

 </tr>
 <tr>
  <td width=23 valign=top>&nbsp;</td>

  <td width=36 valign=top><font size=2>(2)</font></td>

  <td width=699 valign=top><font size=2>The Company&#146;s
  Quarterly Report on Form 10-QSB for the period ended March</font></td>

 </tr>
 <tr>
  <td width=23 valign=top>&nbsp;</td>

  <td width=36 valign=top>&nbsp;</td>

  <td width=699 valign=top><font size=2>31, 2001.</font></td>

 </tr>
 <tr>
  <td width=23 valign=top>&nbsp;</td>

  <td width=36 valign=top><font size=2>(3)</font></td>

  <td width=699 valign=top><font size=2>The Company's Current
  Report on Form 8-K dated April 9, 2001.</font></td>

 </tr>
</TABLE>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, subsequent to the filing hereof and 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 and to be a part hereof from the date of filing such
documents.</font></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; For purposes of this registration
statement, any document or any statement contained in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded to the extent that a subsequently filed document or statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated herein by reference modifies or supersedes such
document or such statement in such document. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.</font></p>

<p><b><font size=2>ITEM 4.&nbsp; DESCRIPTION
OF SECURITIES</font></b></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.</font></p>

<p><b><font size=2>ITEM 5&nbsp;&nbsp; INTERESTS OF
NAMED EXPERTS AND COUNSEL</font></b></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.</font></p>

<p><b><font size=2>ITEM 6.&nbsp;
INDEMNIFICATION OF DIRECTORS AND OFFICERS</font></b></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 145 of the Delaware General
Corporation Law (the &quot;Delaware GCL&quot;) empowers a Delaware corporation,
including the Company, to indemnify its directors, officers, employees, and
agents under certain circumstances. The Company's Restated Certificate of
Incorporation (the &quot;Certificate&quot;) provides that the Company shall
indemnify current and former directors and officers of the Company or persons
who serve or have served, at the request of the Company, as directors or
officers of any other corporation in which the Company at such time owns or owned
shares of stock or is or was a creditor, to the full extent authorized by the
Delaware GCL as it may from time to time be amended. Moreover, the Certificate
provides that no director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except (i) for any breach of the duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
liability under Section 174 of the Delaware GCL (involving certain unlawful
dividends or stock repurchases), or (iv) for any transaction from which the
director derived an improper personal benefit.</font></p>

<PAGE>


<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Under the Delaware GCL, to the extent
that an officer or director of a corporation is successful on the merits in the
defense of an action, the corporation must indemnify such person for his or her
actual and reasonable expenses incurred in connection with such defense. The
Certificate provides that the Company shall indemnify officers and directors
against any and all expenses, including amounts paid on judgment, counsel fees,
and amounts paid in settlement (before or after suit is commenced) by such
persons in connection with the defense or settlement of any claim, action, suit
or proceeding in which they, or any of them, are made parties, to the full
extent permitted by the Delaware GCL.</font></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Under its Bylaws, the Company may
indemnify its directors, officers, employees and agents and the directors,
officers, employees or agents of any other corporation if the person was
serving at the request of the Company. The indemnification is required if the
person is successful on the merits or otherwise in defending the claim and is
permitted in other circumstances, if indemnification is authorized in the
specific instance by the Company or by a majority vote of the Company's
stockholders. Indemnification is permitted only if the person was acting in
good faith in a manner reasonably believed to be in or not opposed to the best
interests of the Company. If the person is judged to be liable to the Company
in any action brought in the Company's name, indemnification is only permitted
if the court acting in the matter specifically allows it. The Company is
authorized to advance expenses to a director or officer upon that person's
agreement to repay the Company if such person ultimately is not entitled to
indemnification.</font></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company is also empowered under
its Bylaws to purchase insurance on behalf of any person whom the Company is
required or permitted to indemnify. The Company has entered into agreements
with its directors and executive officers, which require the Company to
indemnify such persons to the fullest extent permitted by law against certain
losses that they may incur in legal proceedings arising in connection with
their services to the Company and to advance expenses upon their agreement to
repay the Company if such person is ultimately not entitled to indemnification.</font></p>

<p><b><font size=2>ITEM 7.&nbsp; EXEMPTION
FROM REGISTRATION CLAIMED</font></b></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable.</font></p>

<p><b><font size=2>ITEM 8.&nbsp; EXHIBITS</font></b></p>

<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=35 valign=top>&nbsp;</td>

  <td width=60 valign=top><font size=2>&nbsp; 4.24</font></td>

  <td width=663 valign=top><font size=2>Service Agreement
  between the Company and Paula LeGuellec</font></td>

 </tr>
 <tr>
  <td width=35 valign=top>&nbsp;</td>

  <td width=60 valign=top>&nbsp;</td>

  <td width=663 valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width=35 valign=top>&nbsp;</td>

  <td width=60 valign=top><font size=2>&nbsp; 5.1*</font></td>

  <td width=663 valign=top><font size=2>Opinion of Heller
  Ehrman White &amp; McAuliffe LLP</font></td>

 </tr>
 <tr>
  <td width=35 valign=top>&nbsp;</td>

  <td width=60 valign=top>&nbsp;</td>

  <td width=663 valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width=35 valign=top>&nbsp;</td>

  <td width=60 valign=top><font size=2>23.1*</font></td>

  <td width=663 valign=top><font size=2>Consent of Heller Ehrman
  White &amp; McAuliffe LLP (included in Exhibit 5.1)</font></td>

 </tr>
 <tr>
  <td width=35 valign=top>&nbsp;</td>

  <td width=60 valign=top>&nbsp;</td>

  <td width=663 valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width=35 valign=top>&nbsp;</td>

  <td width=60 valign=top><font size=2>23.2*</font></td>

  <td width=663 valign=top><font size=2>Consent of Hansen,
  Barnett &amp; Maxwell</font></td>

 </tr>
</TABLE>





<hr size=1 width="25%" noshade color=black align=left>


<p><font size=2>&nbsp; * To be filed by amendment</font></p>

<p><b><font size=2>ITEM 9.&nbsp; UNDERTAKINGS</font></b></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) The Company hereby undertakes to
file, during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this registration
statement:</font></p>

<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=80 valign=top>&nbsp;</td>

  <td width=41 valign=top><font size=2>(i)</font></td>

  <td width=549 valign=top><font size=2>To include any
  prospectus required by Section 10(a)(3) of the Securities Act;</font></td>

 </tr>
 <tr>
  <td width=80 valign=top>&nbsp;</td>

  <td width=41 valign=top>&nbsp;</td>

  <td width=549 valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width=80 valign=top>&nbsp;</td>

  <td width=41 valign=top><font size=2>(ii)</font></td>

  <td width=549 valign=top><font size=2>To 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, represent a fundamental change in
  the information set forth in this registration statement; and</font></td>

 </tr>
 <tr>
  <td width=80 valign=top>&nbsp;</td>

  <td width=41 valign=top>&nbsp;</td>

  <td width=549 valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width=80 valign=top>&nbsp;</td>

  <td width=41 valign=top><font size=2>(iii)</font></td>

  <td width=549 valign=top><font size=2>To include any
  material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to such
  information in the registration statement;</font></td>

 </tr>
</TABLE>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Provided, however, that paragraphs (a)(i)
and (a)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, that are incorporated by reference in the registration
statement.</font></p>

<PAGE>


<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) The Company hereby agrees that,
for the purposes of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;</font></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) The Company hereby undertakes 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;</font></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d) The Company hereby undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit 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; and</font></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e) Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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, the Company 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 by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.</font></p>

<p align=center><b><font size=2>POWER
OF ATTORNEY</font></b></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We, the undersigned officers and
directors of eSynch Corporation, do hereby constitute and appoint Thomas
Hemingway or David Lyons, or either of them, as our true and lawful attorneys
and agents, to do any and all acts and things in our name and behalf in our
capacities as directors and officers and to execute any and all instruments for
us and in our names in the capacities indicated below, which said attorneys and
agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
in connection with this Registration Statement, including specifically, but
without limitation, power and authority to sign for us or any of us in our
names and in the capacities indicated below, any and all amendments (including
post-effective amendments) hereto or any related registration statement that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended; and we do hereby ratify and confirm all that the said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof.</font></p>

<PAGE>


<p>&nbsp;</p>

<p align=center><b><font size=2>SIGNATURES</font></b></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the
Securities Act, the Company 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 Tustin, and State of
California on June 4, 2001.</font></p>

<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width="45%" valign=top>&nbsp;</td>

  <td width="55%" valign=top><font size=2>eSYNCH CORPORATION</font></td>

 </tr>
 <tr>
  <td width="45%" valign=top>&nbsp;</td>

  <td width="55%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="45%" valign=top>&nbsp;</td>

  <td width="55%" valign=top><font size=2>By:&nbsp; /s/ THOMAS HEMINGWAY</font>
<hr size=1 width="100%" noshade color=black align=left></td>

 </tr>
 <tr>
  <td width="45%" valign=top>&nbsp;</td>

  <td width="55%" valign=top><font size=2>Thomas Hemingway,
  Chief Executive Officer</font></td>

 </tr>
</TABLE>

<p><font size=2>&nbsp;</font></p>

<p><font size=2>&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:</font></p>

<table border=0 cellspacing=0 cellpadding=0 width="100%">
 <tr>
  <td width="36%" valign=top>&nbsp;</td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>/s/ Thomas Hemingway</font>
<hr size=1 width="95%" noshade color=black align=left></td>

  <td width="41%" valign=top><font size=2>Chairman,<br>
  Chief Executive Officer</font></td>

  <td width="21%" valign=top><font size=2>June 4, 2001</font></td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>Thomas Hemingway</font></td>

  <td width="41%" valign=top><font size=2>and Director</font></td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top>&nbsp;</td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>/s/ David Lyons</font>
<hr size=1 width="95%" noshade color=black align=left></td>

  <td width="41%" valign=top><font size=2>President and Director</font></td>

  <td width="21%" valign=top><font size=2>June 4, 2001</font></td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>David Lyons</font></td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top>&nbsp;</td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>/s/ T. Richard Hutt</font>
<hr size=1 width="95%" noshade color=black align=left></td>

  <td width="41%" valign=top><font size=2>Vice President,
  Secretary<br>
  and Director</font></td>

  <td width="21%" valign=top><font size=2>June 4, 2001</font></td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>T. Richard Hutt</font></td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top>&nbsp;</td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>/s/ James H. Budd</font>
<hr size=1 width="95%" noshade color=black align=left></td>

  <td width="41%" valign=top><font size=2>Vice President and
  Director</font></td>

  <td width="21%" valign=top><font size=2>June 4, 2001</font></td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>James H. Budd</font></td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top>&nbsp;</td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>/s/ Norton Garfinkle</font>
<hr size=1 width="95%" noshade color=black align=left></td>

  <td width="41%" valign=top><font size=2>Director</font></td>

  <td width="21%" valign=top><font size=2>June 4, 2001</font></td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>Norton Garfinkle</font></td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top>&nbsp;</td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>/s/ Robert Orbach</font>
<hr size=1 width="95%" noshade color=black align=left></td>

  <td width="41%" valign=top><font size=2>Director</font></td>

  <td width="21%" valign=top><font size=2>June 4, 2001</font></td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>Robert Orbach</font></td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top>&nbsp;</td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>/s/ Mark Utzinger</font>
<hr size=1 width="95%" noshade color=black align=left></td>

  <td width="41%" valign=top><font size=2>Vice President -
  Finance</font></td>

  <td width="21%" valign=top><font size=2>June 4, 2001</font></td>

 </tr>
 <tr>
  <td width="36%" valign=top><font size=2>Mark Utzinger</font></td>

  <td width="41%" valign=top>&nbsp;</td>

  <td width="21%" valign=top>&nbsp;</td>

 </tr>
</TABLE>



<p><font size=2>&nbsp;</font></p>

</div>

</body>

</HTML>
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{"company-data": {"conformed-name": "ESYNCH CORP/CA", "cik": "0000859915", "assigned-sic": "5961", "irs-number": "870461856", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62244", "film-number": "1653891"}, "business-address": {"street1": "15502 MOSHER AVE", "city": "TUSTIN", "state": "CA", "zip": "92780", "phone": "9498331220"}, "mail-address": {"street1": "15502 MOSHER AVE", "city": "TUSTIN", "state": "CA", "zip": "92780"}, "former-company": [{"former-conformed-name": "INNOVUS CORP", "date-changed": "19941004"}, {"former-conformed-name": "TRI NEM INC", "date-changed": "19930328"}]}
Prepared by MerrillDirect
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ESYNCH CORPORATION
(Exact name of Company as specified in its charter)
Delaware
87-0461856
(State
  or other jurisdiction
(I.R.S.
  Employer
of
  incorporation or organization)
Identification
  No.)
15502
  Mosher Avenue, Tustin, California 92780
(Address
  of Principal Executive Offices) (Zip Code)
Service Agreements with
the Following Persons:
(month and year of Agreement indicated parenthetically)
Paula LeGuellec
(05/2001)
Thomas Hemingway
eSynch Corporation
15502 Mosher Avenue
Tustin, California 92780
____________________
(Name and address of agent for service)
(714) 258-1900
____________________
(Telephone number, including area code, of agent for service)
CALCULATION OF
REGISTRATION FEE
Title
  of securities
to be registered
Amount
  to be
registered (1)
Proposed
  maximum offering price
per share (2)
Proposed
  maximum aggregate offering
price (2)
Amount
  of
registration fee
Common
  Stock,
$0.001 par value
1,000,000
  shares
$0.365
$365,000.00
$91.25
1.
The Consulting
  Agreement with Paula LeGuellec grants the holder 1,000,000 shares of Common
  Stock of which all shares are being registered.
2.
Estimated solely for
  the purpose of calculating the registration fee pursuant to Rule 457(c) under
  the Securities Act of 1933 (as amended), on the basis of  $0.365 per share, the average of the high
  and low prices of the Common Stock on the OTC Bulletin Board on June 4, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1.  PLAN AND
AGREEMENT INFORMATION
The documents containing the
information required by Part I will be sent or given to the persons listed on
the cover page as specified by Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in the registration statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").
ITEM 2.  REGISTRANT
INFORMATION
Upon the written or oral request by a
participant in any of the agreements listed on the cover page, the Company will
provide any of the documents incorporated by reference in Item 3 of Part II of
this Registration Statement (which documents are incorporated by reference into
this Section 10(a) prospectus), any documents required to be delivered to
participants pursuant to Rule 428(b) and other additional information about
such agreements. All of such documents and information will be available
without charge. Any and all such requests should be directed to the Company at
15502 Mosher Avenue, Tustin, California 92780, telephone (714) 258-1900,
attention: Corporate Secretary.
EXPLANATORY
NOTE
This Registration Statement has been
prepared in accordance with the requirements of Form S-8 and Form S-3 pursuant
to the Securities Act. The Form S-8 portion of this Registration Statement will
be used for offers of shares of common stock, par value of $.001 per share (the
"Common Stock"), of the Company, pursuant to each of the agreements
listed on the cover page. In accordance with the Note to Part I of Form S-8,
the information specified by Part I for Form S-8 has been omitted from this
Registration Statement.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.  INCORPORATION
OF DOCUMENTS BY REFERENCE
The following documents filed by
eSynch Corporation (the "Company") with the Commission are
incorporated in and made part of this registration statement by reference,
except to the extent that any statement or information therein is modified,
superseded or replaced by a statement or information contained in any other
subsequently filed document incorporated herein by reference.
(1)
The Company's Annual
  Report on Form 10-KSB for the fiscal year ended
December 31, 1999.
(2)
The Company's
  Quarterly Report on Form 10-QSB for the period ended March
31, 2001.
(3)
The Company's Current
  Report on Form 8-K dated April 9, 2001.
All documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, subsequent to the filing hereof and 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 and to be a part hereof from the date of filing such
documents.
For purposes of this registration
statement, any document or any statement contained in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded to the extent that a subsequently filed document or statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated herein by reference modifies or supersedes such
document or such statement in such document. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4.  DESCRIPTION
OF SECURITIES
Not applicable.
ITEM 5   INTERESTS OF
NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. 
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General
Corporation Law (the "Delaware GCL") empowers a Delaware corporation,
including the Company, to indemnify its directors, officers, employees, and
agents under certain circumstances. The Company's Restated Certificate of
Incorporation (the "Certificate") provides that the Company shall
indemnify current and former directors and officers of the Company or persons
who serve or have served, at the request of the Company, as directors or
officers of any other corporation in which the Company at such time owns or owned
shares of stock or is or was a creditor, to the full extent authorized by the
Delaware GCL as it may from time to time be amended. Moreover, the Certificate
provides that no director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except (i) for any breach of the duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
liability under Section 174 of the Delaware GCL (involving certain unlawful
dividends or stock repurchases), or (iv) for any transaction from which the
director derived an improper personal benefit.
Under the Delaware GCL, to the extent
that an officer or director of a corporation is successful on the merits in the
defense of an action, the corporation must indemnify such person for his or her
actual and reasonable expenses incurred in connection with such defense. The
Certificate provides that the Company shall indemnify officers and directors
against any and all expenses, including amounts paid on judgment, counsel fees,
and amounts paid in settlement (before or after suit is commenced) by such
persons in connection with the defense or settlement of any claim, action, suit
or proceeding in which they, or any of them, are made parties, to the full
extent permitted by the Delaware GCL.
Under its Bylaws, the Company may
indemnify its directors, officers, employees and agents and the directors,
officers, employees or agents of any other corporation if the person was
serving at the request of the Company. The indemnification is required if the
person is successful on the merits or otherwise in defending the claim and is
permitted in other circumstances, if indemnification is authorized in the
specific instance by the Company or by a majority vote of the Company's
stockholders. Indemnification is permitted only if the person was acting in
good faith in a manner reasonably believed to be in or not opposed to the best
interests of the Company. If the person is judged to be liable to the Company
in any action brought in the Company's name, indemnification is only permitted
if the court acting in the matter specifically allows it. The Company is
authorized to advance expenses to a director or officer upon that person's
agreement to repay the Company if such person ultimately is not entitled to
indemnification.
The Company is also empowered under
its Bylaws to purchase insurance on behalf of any person whom the Company is
required or permitted to indemnify. The Company has entered into agreements
with its directors and executive officers, which require the Company to
indemnify such persons to the fullest extent permitted by law against certain
losses that they may incur in legal proceedings arising in connection with
their services to the Company and to advance expenses upon their agreement to
repay the Company if such person is ultimately not entitled to indemnification.
ITEM 7.  EXEMPTION
FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8.  EXHIBITS
4.24
Service Agreement
  between the Company and Paula LeGuellec
5.1*
Opinion of Heller
  Ehrman White & McAuliffe LLP
23.1*
Consent of Heller Ehrman
  White & McAuliffe LLP (included in Exhibit 5.1)
23.2*
Consent of Hansen,
  Barnett & Maxwell
* To be filed by amendment
ITEM 9.  UNDERTAKINGS
(a) The Company hereby undertakes to
file, during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this registration
statement:
(i)
To include any
  prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To 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, represent a fundamental change in
  the information set forth in this registration statement; and
(iii)
To include any
  material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to such
  information in the registration statement;
Provided, however, that paragraphs (a)(i)
and (a)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, that are incorporated by reference in the registration
statement.
(b) The Company hereby agrees that,
for the purposes of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
(c) The Company hereby undertakes 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;
(d) The Company hereby undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit 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; and
(e) Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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, the Company 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 by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
POWER
OF ATTORNEY
We, the undersigned officers and
directors of eSynch Corporation, do hereby constitute and appoint Thomas
Hemingway or David Lyons, or either of them, as our true and lawful attorneys
and agents, to do any and all acts and things in our name and behalf in our
capacities as directors and officers and to execute any and all instruments for
us and in our names in the capacities indicated below, which said attorneys and
agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission
in connection with this Registration Statement, including specifically, but
without limitation, power and authority to sign for us or any of us in our
names and in the capacities indicated below, any and all amendments (including
post-effective amendments) hereto or any related registration statement that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended; and we do hereby ratify and confirm all that the said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof.
SIGNATURES
Pursuant to the requirements of the
Securities Act, the Company 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 Tustin, and State of
California on June 4, 2001.
eSYNCH CORPORATION
By:  /s/ THOMAS HEMINGWAY
Thomas Hemingway,
  Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
/s/ Thomas Hemingway
Chairman,
Chief Executive Officer
June 4, 2001
Thomas Hemingway
and Director
/s/ David Lyons
President and Director
June 4, 2001
David Lyons
/s/ T. Richard Hutt
Vice President,
  Secretary
and Director
June 4, 2001
T. Richard Hutt
/s/ James H. Budd
Vice President and
  Director
June 4, 2001
James H. Budd
/s/ Norton Garfinkle
Director
June 4, 2001
Norton Garfinkle
/s/ Robert Orbach
Director
June 4, 2001
Robert Orbach
/s/ Mark Utzinger
Vice President -
  Finance
June 4, 2001
Mark Utzinger