UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933

                             SYNERTECK INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                                          <C>

                Delaware                                                                 20-0929024
   ------------------------------------                                      ------------------------------------
      (State or other Jurisdiction of                                                    (IRS Employer
     Incorporation or Organization)                                                  Identification No.)


                    11585 South State, Suite 102, Draper, Utah                         84020
   ----------------------------------------------------------------------------------------------
                     (Address of Principal Executive Offices)                       (Zip Code)
</TABLE>

                Synerteck Incorporated 2005 Stock Incentive Plan
   -----------------------------------------------------------------------------
                            (Full Title of the Plan)

        Clayton Barlow, 11585 South State, Suite 102, Draper, Utah 84020
   -----------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (801) 816-2505
   -----------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
 -------------------------------------------------------------------------------------------------------------------
<S>                      <C>                   <C>                      <C>                    <C>

  Title of Securities           Amount            Proposed Maximum       Proposed Maximum           Amount of
         to be                  to be              Offering Price            Aggregate            Registration
      Registered            Registered (1)          Per Share(2)         Offering Price(3)           Fee(4)
------------------------ --------------------- ----------------------- ---------------------- ----------------------

     Common Stock             2,900,000                $0.235                $681,500                $62.70
------------------------ --------------------- ----------------------- ---------------------- ----------------------
</TABLE>

(1) Represents the aggregate number of shares of Common Stock, par value $0.001
per share, issuable pursuant to the Registrant's 2005 Stock Incentive Plan
("Plan"). This Registration Statement also covers such additional securities as
may be become issuable to prevent dilution from stock splits, stock dividends,
and similar events as provided under the Stock Incentive Plan.

(2) The maximum offering price per share of the securities is calculated based
on Rule 457(c). The maximum offering price is $0.235 based upon the average of
the bid and asked price on November 22, 2005.

(3) The maximum aggregate offering price equal to 2,900,000 shares multiplied by
the offering price of $0.235, equaling $681,500.

(4) The amount of the Registration Fee equals $62,70. This amount is arrived at
pursuant to the fee schedules set forth in Section 6 of the Securities Act of
1933.


<PAGE>


                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Note: The document(s)  containing the information  specified in this Part I
will be sent  or  given  to  employees  as  specified  by Rule  428(b)(1).  Such
documents  need  not be  filed  with  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 in Item 3 of Part II of this Form S-8,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

ITEM 1. PLAN INFORMATION.

     (A)  GENERAL PLAN INFORMATION

     The  Registrant  (sometimes  referred to  hereinafter as the "Company") has
adopted the Synerteck Incorporated 2005 Stock Incentive Plan ( the "Plan") which
provides for the issuance of up to seven  million  (7,000,000)  shares of common
stock to employees,  non-employee  directors,  and other service providers.  The
Plan was adopted on August 4, 2005 to provide  incentives  to various  personnel
assisting  the  Company.  Of the  number  of  shares  issuable  under  the Plan,
2,900,000  shares  issued under the Plan are being  registered  pursuant to this
registration statement.

     The Company's board of directors is the  administrator  of the Plan and has
the  authority  to amend the Plan,  but any such  amendment  will not affect the
rights of  holders  of awards  already  issued  under the Plan.  Chene  Gardner,
Kenneth I. Denos,  and Clayton Barlow are the members of the Company's  board of
directors and are currently  serving a term expiring at the next annual  meeting
of the  Company's  shareholders  or upon their  earlier  death,  incapacitation,
removal, or resignation.

     The  participants in the Plan are sometimes  referred to hereinafter as the
"Participants."

     The Plan is not subject to any of the provisions of the Employee Retirement
Income Security Act of 1974.

     The name, address,  and telephone number of the Registrant are as set forth
on the facing page of this Registration Statement.  Additional information about
the Plan may be obtained from the Registrant by any Participant.

     (B)  SECURITIES TO BE OFFERED

                                       1
<PAGE>

          (1)  The Registrant  intends to issue shares of its Common Stock,  par
               value $0.001 per share,  the amounts of which are set forth above
               in subsection (a) of this Item 1.

          (2)  Description of Securities.

               (i)  Description  of Common Stock.  Each share of Common Stock is
                    entitled  to one  vote.  The  holders  of  Common  Stock are
                    entitled  to  receive  dividends  on a pro rata basis if and
                    when  declared  by the  Company's  Board of  Directors.  The
                    Company  has never paid a dividend  and does not  anticipate
                    doing so in the near  future.  Each share of Common Stock is
                    entitled  to  share  ratably  in any  assets  available  for
                    distribution  to  holders  of  equity  securities  upon  the
                    liquidation of the Company.

               (ii) Description of Preferred Stock.  Each  outstanding  share of
                    Preferred  Stock is  entitled  to convert  into one share of
                    Common  Stock.  Consent  of a  majority  of the  holders  of
                    Preferred  Stock  is  required  for  the  Company  to file a
                    registration  statement  on Form S-8 or to  execute  a stock
                    dividend,   stock   split,   recapitalization,    or   share
                    consolidation.

               (iii)Certain Charter and Bylaw Provisions.  Certain provisions of
                    the Company's  Certificate of Incorporation  ("Certificate")
                    and the  Bylaws  adopted  therefrom  may have the  effect of
                    preventing,  discouraging,  or  delaying  a  change  in  the
                    control of the Company and may  maintain the  incumbency  of
                    the Board of Directors and  management.  The Certificate and
                    Bylaws  provide  that the  Board  of  Directors  shall  have
                    authority  to fix  the  number  of  directors  and  to  fill
                    vacancies of the Board of Directors as such vacancies occur.
                    The  Certificate  and bylaws  also  provide for the Board of
                    Directors to be  classified  into three classes of directors
                    serving staggered  three-year terms. As a result,  one-third
                    of  the  Board  of  Directors  may  be  elected  each  year.
                    Moreover,  the Certificate provides that these provisions of
                    the   Certificate   relating   to  number   vacancies,   and
                    classification of the Board of Directors may only be amended
                    by a vote of at least 66?% of the shareholders. Finally, the
                    Bylaws provide that special meetings of the stockholders may
                    only be called by the  President  of the Company or pursuant
                    to a  resolution  adopted  by a  majority  of the  Board  of
                    Directors.

     (C)  EMPLOYEES WHO MAY PARTICIPATE IN THE PLANS

     All  employees,  directors,  and various  other  service  providers  to the
Company are eligible to participate in the Plan.

                                       2
<PAGE>

     (D)  PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
          OFFERED

          (1)  The  Participants  in the Plan  will be  issued  up to  7,000,000
               shares of the Company's common stock or options to acquire shares
               of the  Company's  Common stock as  determined  by the  Company's
               board of directors,  provided  however,  2,900,000  shares issued
               under the Plan are being registered hereby.

          (2)  The  Participants  may not assign their  interest in the Plan but
               may assign,  subject to  applicable  securities  laws,  shares of
               common  stock  issued  under the Plan or  exercised  common stock
               purchase options issued pursuant to the Plan.

          (3)  The  Participants  in the Plans have provided or will continue to
               provide services to the Registrant.

          (4)  No contributions are required by any Participant under the Plan.

          (5)  No  contributions  by the  Registrant  other than the issuance of
               shares or options to acquire shares is applicable.

          (6)  Reports  to the  Participants  as to the amount and status of any
               Participant's account under the Plans will not be made.

          (7)  The shares  issuable  pursuant  to the Plan will be newly  issued
               shares of the Registrant.

     (E)  RESALE RESTRICTIONS

     There are no resale restrictions on the securities offered.

     (F)  TAX EFFECTS ON PLAN PARTICIPATION

     With respect to awards of common stock,  the  Participants  will  recognize
ordinary income equal to the aggregate fair market value of the shares issued to
them as of the date of issuance. With respect to awards of common stock purchase
options  awarded under the Plan that are not qualified under Section 422A of the
Internal Revenue Code,  Participants will recognize ordinary income equal to the
difference  between the  exercise  price and the fair market value of the shares
acquired thereby on the date of exercise.  With respect to common stock purchase
options  awarded  under the Plan that are  qualified  under  Section 422A of the
Internal Revenue Code,  Participants will not recognize income upon the exercise
of such options and, depending on such additional  requirements of Section 422A,
may recognize  capital gains (or losses) upon the subsequent  sale of the shares
received  upon  exercise of the option,  based upon the  difference  between the
sales price of the shares and the exercise price of the option.

                                       3
<PAGE>

     (G)  INVESTMENT OF FUNDS

     Not applicable.

     (H)  WITHDRAWAL FROM PLAN; ASSIGNMENT OF INTEREST

          (1)  Withdrawal from Plan- Not applicable.

          (2)  Assignment:   The  terms  governing   assignment  of  Participant
               interests in the Plan is  summarized  in Sections  (d)(2) of this
               Item 1.

     (I)  FORFEITURES AND PENALTIES

     Participants  who receive  Common  Stock  purchase  options may forfeit any
unvested options upon  termination of service with the Company.  With respect to
vested  common  stock  purchase  options,  Participants  may forfeit all options
(whether  vested or  unvested)  upon 12 months of  cessation  of service  due to
death, retirement or disability, and upon 3 months for any other reason.

     (J)  CHARGES AND DEDUCTIONS, AND LIENS THEREFOR

     The Registrant may make appropriate  deductions from any award issued under
the Plan to satisfy  federal,  state, and local  employment-related  withholding
requirements.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Registrant shall provide to the Participant,  without charge,  upon oral or
written request, the documents incorporated by reference in Item 3 of Part II of
this  Registration   Statement.   The  Registrant  shall  also  provide  to  the
Participant,  without charge, upon oral or written request, all of the documents
required to be delivered to the Participant pursuant to Rule 428(b). Any and all
such  requests  shall be directed to the  Registrant at the address set forth on
the cover page hereof. Its telephone number is (801) 816-2505.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference  in the
Registration Statement:

                                       4

<PAGE>


          (a)  the Registrant's  Annual Report on Form 10-KSB for the year ended
               December 31, 2004, as filed with the SEC; and

          (b)  all other reports filed with the SEC pursuant to Section 13(a) or
               15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
               since December 31, 2004.

     In  addition  to  the  above,  all  documents  subsequently  filed  by  the
Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
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 the
Registration  Statement and to be a part thereof from the date of filing of such
documents.

     Any  statement  contained  herein or in a document  incorporated  or deemed
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  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 NAMES EXPERTS AND COUNSEL

     Kenneth  I.  Denos  serves as a  director  and as  General  Counsel  to the
Registrant  and currently  holds 208,983  shares of Common Stock of the Company,
and is expected to receive awards under the Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

DELAWARE GENERAL CORPORATE LAW

     Section 102(b)(7) of the Delaware General Corporation Law ("DGCL") allows a
corporation  to eliminate  or limit the personal  liability of a director to the
corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty except for:(i) any breach of the duty of loyalty to the  corporation or its
stockholders;  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct  or a knowing  violation of law;  (iii)  declaration  of
unlawful  dividends  or unlawful  stock  repurchases  or  redemptions;  (iv) any
transaction from which the director derived an improper benefit;  or (v) any act
or  omission  occurring  prior to the date any  such  provision  eliminating  or
limiting such liability became effective.

     Section  145(a) of the DGCL provides  that a  corporation  may indemnify an
officer or director who is or is  threatened  to be made a party to a proceeding
(other  than an action by or in

                                       5
<PAGE>

the  right of the  corporation)  by reason  of the fact  that  such  officer  or
director is or was (i) serving as an officer,  director,  employee,  or agent of
the  corporation,  or (ii)  served  at the  request  of such  corporation  as an
officer, director, employee, or agent of another corporation or other enterprise
or entity. Such  indemnification may only be made if the officer's or director's
conduct was in good faith and in a manner such person reasonably  believed to be
in or not opposed to the corporation's best interests,  and, with respect to any
criminal  action or  proceeding,  had no  reasonable  cause to believe  that his
conduct was  unlawful.  Section  145(c) of the DGCL  provides that a corporation
shall indemnify an officer or director for his reasonable expenses in connection
with  the  defense  of any  proceeding  if the  officer  or  director  has  been
successful,  on  the  merits  or  otherwise.  Section  145(e)  provides  that  a
corporation  may advance  expenses to an officer or director who is made a party
to a criminal or civil  proceeding  before a final  disposition  is made, if the
corporation  receives an undertaking by or on behalf of such officer or director
to repay any amounts  advanced if it is determined that such officer or director
was  not  entitled  to   indemnification.   Section  145(j)  provides  that  the
indemnification  provisions  of Section 145 continue for a person who has ceased
to be an officer or director, and inures to the benefit of the heirs, executors,
and  administrators  of such person.  Section 145(g) provides that a corporation
may purchase and maintain  insurance on behalf of officers or  directors,  among
others,  against  liabilities  imposed  upon them by reason of  actions in their
capacities as such, and whether or not the  corporation  would have the power to
indemnify them against such liability under Section 145.

CERTIFICATE OF INCORPORATION

     Article VII of the Certificate of Incorporation provides that the liability
of directors to the Company or its  stockholders  is  eliminated  to the fullest
extent permitted under the DGCL, as described in the preceding section.

BYLAWS

     Article  VI,  Section  6.1(a) of the  Bylaws  provides  that an  officer or
director who was or is made party to, or is threatened to be made a party to, or
is involved in any  proceeding by reason of the fact that he or she is or was an
officer or director, or is or was serving at the request of the corporation as a
director,  officer,  employee,  or  agent  of  another  corporation,  or as  its
representative  in another  enterprise shall be indemnified and held harmless to
the  fullest  extent   permitted  and  subject  to  the  standards  of  conduct,
procedures,  and other  requirements  under Delaware law.  Article,  VI, Section
6.1(a) further provides that the Company may purchase and maintain  insurance on
behalf of an officer or  director  against  any  liability  arising out of their
status as such, whether or not the corporation would have the power to indemnify
such officer or director.

     Article  VI,  Section  6.1(b) of the Bylaws  provides  that the right of an
officer or director to indemnification shall continue beyond termination as such
an inures to the  benefit  of the heirs  and  personal  representatives  of such
officer or director.

                                       6
<PAGE>

     Article VI, Section  6.1(d) of the Bylaws  provides that the Company shall,
from time to time,  reimburse  or advance to an  officer or  director  the funds
necessary  for payment of expenses  incurred in  connection  with  defending any
proceeding for which he or she is indemnified by the corporation,  in advance of
the final disposition of such proceeding, provided that, if then required by the
DGCL, such  advancements may only be paid upon the receipt by the corporation of
an  undertaking  by or on behalf of such  officer or  director to repay any such
amount so advanced if it is ultimately  determined  by a final and  unappealable
judicial decision that the officer or director is not entitled to be indemnified
for such expenses.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable

ITEM 8. EXHIBITS.

     The following documents are filed as exhibits to this Form S-8.
<TABLE>
<CAPTION>

Exhibit Number             Description
--------------             -----------
<S>                        <C>

         5.1               Opinion of Kenneth I. Denos regarding the legality of the securities being
                           registered hereunder.

         23.1              Consent of Kenneth I. Denos (contained in Exhibit 5.1 above).

         23.2              Consent of Independent Auditors, Bowhuis, Morrill, and Company, LLC.

         99.1              Synerteck Incorporated 2005 Stock Incentive Plan.
</TABLE>


ITEM 9.  UNDERTAKINGS.

     (a) The Registrant hereby undertakes to do the following:

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

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, 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; and

                                       7
<PAGE>

          (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.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or 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 herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act  of  1933,  as  amended,  may  be  permitted  to  directors,  officers,  and
controlling  persons of the registrant  pursuant to any provisions or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  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,  the Registrant will, unless in
the  opinion  of its  counsel  the  matter  has been  settled  by a  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.












                                       8
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Draper,  State of Utah,  on November 22, 2005.  This
Form S-8 has been signed  below on behalf of the  Company  and by the  following
persons,  which include the principal  executive  officer,  principal  financial
officer, its controller or principal accounting officer, and at least a majority
of  the  board  of  directors,  in the  following  capacities  and on the  dates
indicated:


                             SYNERTECK INCORPORATED



                             By: /s/ CHENE GARDNER
                             Chene Gardner
                             Chief Financial Officer
                             (principal financial and accounting officer)



     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on the 22nd of November, 2005.


Signature                          Title

/s/ CLAYTON BARLOW                 Chief Executive Officer and Director
----------------------------
Clayton Barlow

/s/ CHENE GARDNER                  Chief Financial Officer, Principal Accounting
----------------------------       Officer, and Director
Chene Gardner







                                       9
<PAGE>


     Pursuant to the  requirements  of the Securities Act of 1933, the following
administrators  of the Plan have duly caused this  Registration  Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the city
of Draper, State of Utah, on the 22nd of November, 2005.


SYNERTECK 2005 STOCK INCENTIVE PLAN


Signature                                                    Title


/s/ CLAYTON BARLOW                                           Plan Administrator
------------------
Clayton Barlow

/s/ CHENE GARDNER                                            Plan Administrator
-----------------
Chene Gardner

/s/ KENNETH DENOS                                            Plan Administrator
-----------------
Kenneth Denos








                                       10
<PAGE>

Index and Description of Exhibits.
<TABLE>
<CAPTION>

Exhibit Number             Description
--------------             -----------
<S>                        <C>


5.1                        Opinion of Kenneth I. Denos regarding the legality of the securities being
                           registered hereunder.

23.1                       Consent of Kenneth I. Denos (contained in Exhibit 5.1 above).

23.2                       Consent of Independent Auditors, Bowhuis, Morrill, and Company, LLC.

99.1                       Synerteck Incorporated 2005 Stock Incentive Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s8synerteck.txt", "description": "FORM S-8 SYNERTECK INCORPORATED", "secsgml_size_bytes": 27878}]
{"company-data": {"conformed-name": "SYNERTECK INC", "cik": "0001289630", "assigned-sic": "7373", "irs-number": "200929024", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-130005", "film-number": "051234422"}, "business-address": {"street1": "11585 SOUTH STATE, SUITE 102", "city": "DRAPER", "state": "UT", "zip": "84065", "phone": "(801) 816-2511"}, "mail-address": {"street1": "11585 SOUTH STATE, SUITE 102", "city": "DRAPER", "state": "UT", "zip": "84065"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933

                             SYNERTECK INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)
Delaware                                                                 20-0929024
   ------------------------------------                                      ------------------------------------
      (State or other Jurisdiction of                                                    (IRS Employer
     Incorporation or Organization)                                                  Identification No.)

                    11585 South State, Suite 102, Draper, Utah                         84020
   ----------------------------------------------------------------------------------------------
                     (Address of Principal Executive Offices)                       (Zip Code)
Synerteck Incorporated 2005 Stock Incentive Plan
   -----------------------------------------------------------------------------
                            (Full Title of the Plan)

        Clayton Barlow, 11585 South State, Suite 102, Draper, Utah 84020
   -----------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (801) 816-2505
   -----------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
 -------------------------------------------------------------------------------------------------------------------
Title of Securities           Amount            Proposed Maximum       Proposed Maximum           Amount of
         to be                  to be              Offering Price            Aggregate            Registration
      Registered            Registered (1)          Per Share(2)         Offering Price(3)           Fee(4)
------------------------ --------------------- ----------------------- ---------------------- ----------------------

     Common Stock             2,900,000                $0.235                $681,500                $62.70
------------------------ --------------------- ----------------------- ---------------------- ----------------------
(1) Represents the aggregate number of shares of Common Stock, par value $0.001
per share, issuable pursuant to the Registrant's 2005 Stock Incentive Plan
("Plan"). This Registration Statement also covers such additional securities as
may be become issuable to prevent dilution from stock splits, stock dividends,
and similar events as provided under the Stock Incentive Plan.

(2) The maximum offering price per share of the securities is calculated based
on Rule 457(c). The maximum offering price is $0.235 based upon the average of
the bid and asked price on November 22, 2005.

(3) The maximum aggregate offering price equal to 2,900,000 shares multiplied by
the offering price of $0.235, equaling $681,500.

(4) The amount of the Registration Fee equals $62,70. This amount is arrived at
pursuant to the fee schedules set forth in Section 6 of the Securities Act of
1933.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Note: The document(s)  containing the information  specified in this Part I
will be sent  or  given  to  employees  as  specified  by Rule  428(b)(1).  Such
documents  need  not be  filed  with  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 in Item 3 of Part II of this Form S-8,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

ITEM 1. PLAN INFORMATION.

     (A)  GENERAL PLAN INFORMATION

     The  Registrant  (sometimes  referred to  hereinafter as the "Company") has
adopted the Synerteck Incorporated 2005 Stock Incentive Plan ( the "Plan") which
provides for the issuance of up to seven  million  (7,000,000)  shares of common
stock to employees,  non-employee  directors,  and other service providers.  The
Plan was adopted on August 4, 2005 to provide  incentives  to various  personnel
assisting  the  Company.  Of the  number  of  shares  issuable  under  the Plan,
2,900,000  shares  issued under the Plan are being  registered  pursuant to this
registration statement.

     The Company's board of directors is the  administrator  of the Plan and has
the  authority  to amend the Plan,  but any such  amendment  will not affect the
rights of  holders  of awards  already  issued  under the Plan.  Chene  Gardner,
Kenneth I. Denos,  and Clayton Barlow are the members of the Company's  board of
directors and are currently  serving a term expiring at the next annual  meeting
of the  Company's  shareholders  or upon their  earlier  death,  incapacitation,
removal, or resignation.

     The  participants in the Plan are sometimes  referred to hereinafter as the
"Participants."

     The Plan is not subject to any of the provisions of the Employee Retirement
Income Security Act of 1974.

     The name, address,  and telephone number of the Registrant are as set forth
on the facing page of this Registration Statement.  Additional information about
the Plan may be obtained from the Registrant by any Participant.

     (B)  SECURITIES TO BE OFFERED

                                       1
(1)  The Registrant  intends to issue shares of its Common Stock,  par
               value $0.001 per share,  the amounts of which are set forth above
               in subsection (a) of this Item 1.

          (2)  Description of Securities.

               (i)  Description  of Common Stock.  Each share of Common Stock is
                    entitled  to one  vote.  The  holders  of  Common  Stock are
                    entitled  to  receive  dividends  on a pro rata basis if and
                    when  declared  by the  Company's  Board of  Directors.  The
                    Company  has never paid a dividend  and does not  anticipate
                    doing so in the near  future.  Each share of Common Stock is
                    entitled  to  share  ratably  in any  assets  available  for
                    distribution  to  holders  of  equity  securities  upon  the
                    liquidation of the Company.

               (ii) Description of Preferred Stock.  Each  outstanding  share of
                    Preferred  Stock is  entitled  to convert  into one share of
                    Common  Stock.  Consent  of a  majority  of the  holders  of
                    Preferred  Stock  is  required  for  the  Company  to file a
                    registration  statement  on Form S-8 or to  execute  a stock
                    dividend,   stock   split,   recapitalization,    or   share
                    consolidation.

               (iii)Certain Charter and Bylaw Provisions.  Certain provisions of
                    the Company's  Certificate of Incorporation  ("Certificate")
                    and the  Bylaws  adopted  therefrom  may have the  effect of
                    preventing,  discouraging,  or  delaying  a  change  in  the
                    control of the Company and may  maintain the  incumbency  of
                    the Board of Directors and  management.  The Certificate and
                    Bylaws  provide  that the  Board  of  Directors  shall  have
                    authority  to fix  the  number  of  directors  and  to  fill
                    vacancies of the Board of Directors as such vacancies occur.
                    The  Certificate  and bylaws  also  provide for the Board of
                    Directors to be  classified  into three classes of directors
                    serving staggered  three-year terms. As a result,  one-third
                    of  the  Board  of  Directors  may  be  elected  each  year.
                    Moreover,  the Certificate provides that these provisions of
                    the   Certificate   relating   to  number   vacancies,   and
                    classification of the Board of Directors may only be amended
                    by a vote of at least 66?% of the shareholders. Finally, the
                    Bylaws provide that special meetings of the stockholders may
                    only be called by the  President  of the Company or pursuant
                    to a  resolution  adopted  by a  majority  of the  Board  of
                    Directors.

     (C)  EMPLOYEES WHO MAY PARTICIPATE IN THE PLANS

     All  employees,  directors,  and various  other  service  providers  to the
Company are eligible to participate in the Plan.

                                       2
(D)  PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
          OFFERED

          (1)  The  Participants  in the Plan  will be  issued  up to  7,000,000
               shares of the Company's common stock or options to acquire shares
               of the  Company's  Common stock as  determined  by the  Company's
               board of directors,  provided  however,  2,900,000  shares issued
               under the Plan are being registered hereby.

          (2)  The  Participants  may not assign their  interest in the Plan but
               may assign,  subject to  applicable  securities  laws,  shares of
               common  stock  issued  under the Plan or  exercised  common stock
               purchase options issued pursuant to the Plan.

          (3)  The  Participants  in the Plans have provided or will continue to
               provide services to the Registrant.

          (4)  No contributions are required by any Participant under the Plan.

          (5)  No  contributions  by the  Registrant  other than the issuance of
               shares or options to acquire shares is applicable.

          (6)  Reports  to the  Participants  as to the amount and status of any
               Participant's account under the Plans will not be made.

          (7)  The shares  issuable  pursuant  to the Plan will be newly  issued
               shares of the Registrant.

     (E)  RESALE RESTRICTIONS

     There are no resale restrictions on the securities offered.

     (F)  TAX EFFECTS ON PLAN PARTICIPATION

     With respect to awards of common stock,  the  Participants  will  recognize
ordinary income equal to the aggregate fair market value of the shares issued to
them as of the date of issuance. With respect to awards of common stock purchase
options  awarded under the Plan that are not qualified under Section 422A of the
Internal Revenue Code,  Participants will recognize ordinary income equal to the
difference  between the  exercise  price and the fair market value of the shares
acquired thereby on the date of exercise.  With respect to common stock purchase
options  awarded  under the Plan that are  qualified  under  Section 422A of the
Internal Revenue Code,  Participants will not recognize income upon the exercise
of such options and, depending on such additional  requirements of Section 422A,
may recognize  capital gains (or losses) upon the subsequent  sale of the shares
received  upon  exercise of the option,  based upon the  difference  between the
sales price of the shares and the exercise price of the option.

                                       3
(G)  INVESTMENT OF FUNDS

     Not applicable.

     (H)  WITHDRAWAL FROM PLAN; ASSIGNMENT OF INTEREST

          (1)  Withdrawal from Plan- Not applicable.

          (2)  Assignment:   The  terms  governing   assignment  of  Participant
               interests in the Plan is  summarized  in Sections  (d)(2) of this
               Item 1.

     (I)  FORFEITURES AND PENALTIES

     Participants  who receive  Common  Stock  purchase  options may forfeit any
unvested options upon  termination of service with the Company.  With respect to
vested  common  stock  purchase  options,  Participants  may forfeit all options
(whether  vested or  unvested)  upon 12 months of  cessation  of service  due to
death, retirement or disability, and upon 3 months for any other reason.

     (J)  CHARGES AND DEDUCTIONS, AND LIENS THEREFOR

     The Registrant may make appropriate  deductions from any award issued under
the Plan to satisfy  federal,  state, and local  employment-related  withholding
requirements.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Registrant shall provide to the Participant,  without charge,  upon oral or
written request, the documents incorporated by reference in Item 3 of Part II of
this  Registration   Statement.   The  Registrant  shall  also  provide  to  the
Participant,  without charge, upon oral or written request, all of the documents
required to be delivered to the Participant pursuant to Rule 428(b). Any and all
such  requests  shall be directed to the  Registrant at the address set forth on
the cover page hereof. Its telephone number is (801) 816-2505.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference  in the
Registration Statement:

                                       4
(a)  the Registrant's  Annual Report on Form 10-KSB for the year ended
               December 31, 2004, as filed with the SEC; and

          (b)  all other reports filed with the SEC pursuant to Section 13(a) or
               15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
               since December 31, 2004.

     In  addition  to  the  above,  all  documents  subsequently  filed  by  the
Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
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 the
Registration  Statement and to be a part thereof from the date of filing of such
documents.

     Any  statement  contained  herein or in a document  incorporated  or deemed
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  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 NAMES EXPERTS AND COUNSEL

     Kenneth  I.  Denos  serves as a  director  and as  General  Counsel  to the
Registrant  and currently  holds 208,983  shares of Common Stock of the Company,
and is expected to receive awards under the Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

DELAWARE GENERAL CORPORATE LAW

     Section 102(b)(7) of the Delaware General Corporation Law ("DGCL") allows a
corporation  to eliminate  or limit the personal  liability of a director to the
corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty except for:(i) any breach of the duty of loyalty to the  corporation or its
stockholders;  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct  or a knowing  violation of law;  (iii)  declaration  of
unlawful  dividends  or unlawful  stock  repurchases  or  redemptions;  (iv) any
transaction from which the director derived an improper benefit;  or (v) any act
or  omission  occurring  prior to the date any  such  provision  eliminating  or
limiting such liability became effective.

     Section  145(a) of the DGCL provides  that a  corporation  may indemnify an
officer or director who is or is  threatened  to be made a party to a proceeding
(other  than an action by or in

                                       5
the  right of the  corporation)  by reason  of the fact  that  such  officer  or
director is or was (i) serving as an officer,  director,  employee,  or agent of
the  corporation,  or (ii)  served  at the  request  of such  corporation  as an
officer, director, employee, or agent of another corporation or other enterprise
or entity. Such  indemnification may only be made if the officer's or director's
conduct was in good faith and in a manner such person reasonably  believed to be
in or not opposed to the corporation's best interests,  and, with respect to any
criminal  action or  proceeding,  had no  reasonable  cause to believe  that his
conduct was  unlawful.  Section  145(c) of the DGCL  provides that a corporation
shall indemnify an officer or director for his reasonable expenses in connection
with  the  defense  of any  proceeding  if the  officer  or  director  has  been
successful,  on  the  merits  or  otherwise.  Section  145(e)  provides  that  a
corporation  may advance  expenses to an officer or director who is made a party
to a criminal or civil  proceeding  before a final  disposition  is made, if the
corporation  receives an undertaking by or on behalf of such officer or director
to repay any amounts  advanced if it is determined that such officer or director
was  not  entitled  to   indemnification.   Section  145(j)  provides  that  the
indemnification  provisions  of Section 145 continue for a person who has ceased
to be an officer or director, and inures to the benefit of the heirs, executors,
and  administrators  of such person.  Section 145(g) provides that a corporation
may purchase and maintain  insurance on behalf of officers or  directors,  among
others,  against  liabilities  imposed  upon them by reason of  actions in their
capacities as such, and whether or not the  corporation  would have the power to
indemnify them against such liability under Section 145.

CERTIFICATE OF INCORPORATION

     Article VII of the Certificate of Incorporation provides that the liability
of directors to the Company or its  stockholders  is  eliminated  to the fullest
extent permitted under the DGCL, as described in the preceding section.

BYLAWS

     Article  VI,  Section  6.1(a) of the  Bylaws  provides  that an  officer or
director who was or is made party to, or is threatened to be made a party to, or
is involved in any  proceeding by reason of the fact that he or she is or was an
officer or director, or is or was serving at the request of the corporation as a
director,  officer,  employee,  or  agent  of  another  corporation,  or as  its
representative  in another  enterprise shall be indemnified and held harmless to
the  fullest  extent   permitted  and  subject  to  the  standards  of  conduct,
procedures,  and other  requirements  under Delaware law.  Article,  VI, Section
6.1(a) further provides that the Company may purchase and maintain  insurance on
behalf of an officer or  director  against  any  liability  arising out of their
status as such, whether or not the corporation would have the power to indemnify
such officer or director.

     Article  VI,  Section  6.1(b) of the Bylaws  provides  that the right of an
officer or director to indemnification shall continue beyond termination as such
an inures to the  benefit  of the heirs  and  personal  representatives  of such
officer or director.

                                       6
Article VI, Section  6.1(d) of the Bylaws  provides that the Company shall,
from time to time,  reimburse  or advance to an  officer or  director  the funds
necessary  for payment of expenses  incurred in  connection  with  defending any
proceeding for which he or she is indemnified by the corporation,  in advance of
the final disposition of such proceeding, provided that, if then required by the
DGCL, such  advancements may only be paid upon the receipt by the corporation of
an  undertaking  by or on behalf of such  officer or  director to repay any such
amount so advanced if it is ultimately  determined  by a final and  unappealable
judicial decision that the officer or director is not entitled to be indemnified
for such expenses.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable

ITEM 8. EXHIBITS.

     The following documents are filed as exhibits to this Form S-8.
Exhibit Number             Description
--------------             -----------
5.1               Opinion of Kenneth I. Denos regarding the legality of the securities being
                           registered hereunder.

         23.1              Consent of Kenneth I. Denos (contained in Exhibit 5.1 above).

         23.2              Consent of Independent Auditors, Bowhuis, Morrill, and Company, LLC.

         99.1              Synerteck Incorporated 2005 Stock Incentive Plan.
ITEM 9.  UNDERTAKINGS.

     (a) The Registrant hereby undertakes to do the following:

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

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, 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; and

                                       7
(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.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or 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 herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act  of  1933,  as  amended,  may  be  permitted  to  directors,  officers,  and
controlling  persons of the registrant  pursuant to any provisions or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  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,  the Registrant will, unless in
the  opinion  of its  counsel  the  matter  has been  settled  by a  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       8
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Draper,  State of Utah,  on November 22, 2005.  This
Form S-8 has been signed  below on behalf of the  Company  and by the  following
persons,  which include the principal  executive  officer,  principal  financial
officer, its controller or principal accounting officer, and at least a majority
of  the  board  of  directors,  in the  following  capacities  and on the  dates
indicated:

                             SYNERTECK INCORPORATED

                             By: /s/ CHENE GARDNER
                             Chene Gardner
                             Chief Financial Officer
                             (principal financial and accounting officer)

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on the 22nd of November, 2005.

Signature                          Title

/s/ CLAYTON BARLOW                 Chief Executive Officer and Director
----------------------------
Clayton Barlow

/s/ CHENE GARDNER                  Chief Financial Officer, Principal Accounting
----------------------------       Officer, and Director
Chene Gardner

                                       9
Pursuant to the  requirements  of the Securities Act of 1933, the following
administrators  of the Plan have duly caused this  Registration  Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the city
of Draper, State of Utah, on the 22nd of November, 2005.

SYNERTECK 2005 STOCK INCENTIVE PLAN

Signature                                                    Title

/s/ CLAYTON BARLOW                                           Plan Administrator
------------------
Clayton Barlow

/s/ CHENE GARDNER                                            Plan Administrator
-----------------
Chene Gardner

/s/ KENNETH DENOS                                            Plan Administrator
-----------------
Kenneth Denos

                                       10
Index and Description of Exhibits.
Exhibit Number             Description
--------------             -----------
5.1                        Opinion of Kenneth I. Denos regarding the legality of the securities being
                           registered hereunder.

23.1                       Consent of Kenneth I. Denos (contained in Exhibit 5.1 above).

23.2                       Consent of Independent Auditors, Bowhuis, Morrill, and Company, LLC.

99.1                       Synerteck Incorporated 2005 Stock Incentive Plan