2




            AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2002
                                                REGISTRATION NO. _______________




                    SECURITIES  AND  EXCHANGE  COMMISSION
                            Washington,  D.C.  20549
                                    FORM S-8

     REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933


                                 Xenicent, Inc.
                                 ---------------
     (Exact  name  of  Registrant  as  specified  in  its  charter)

         North  Carolina                         36-4349865
     ------------------------                 ----------------
(State  or  other  jurisdiction  of          (IRS  Employer
incorporation  or  organization)            Identification  No.)

                   18 Brookmont Drive, Wilbraham, MA 01095
                   ----------------------------------------
     (Address  of  Principal  Executive  Offices,  including  ZIP  Code)


                   2002 Non-Qualified Stock Compensation Plan
                   ------------------------------------------
                            (Full title of the plan)

                                  Duane Bennett
                               18 Brookmont Drive
                               Wilbraham, MA 01095
                                  -------------
                     (Name and address of agent for service)

                                 (413) 599-0005
                                 --------------
          (Telephone number, including area code, of agent for service)




<PAGE>
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

<S>                   <C>               <C>                <C>                 <C>
                      PROPOSED          PROPOSED
                      AMOUNT OF         MAXIMUM            MAXIMUM             AMOUNT OF
TITLE OF SECURITIES.  SHARES            OFFERING           AGGREGATE           REGISTRATION
TO BE REGISTERED . .  TO BE REGISTERED  PRICE PER SHARE    OFFERING PRICE(1)   FEE
--------------------  ----------------  -----------------  ------------------  -------------

..001 par value
common stock . . . .           250,000  $         .75 (1)  $          187,500  $       17.25
--------------------  ----------------  -----------------  ------------------  -------------

..001 par value
common stock
underlying stock
options. . . . . . .           100,000  $         .75 (2)  $           75,000  $        6.90
--------------------  ----------------  -----------------  ------------------  -------------

TOTALS . . . . . . .           350,000  $          .75(1)  $          262,500  $       24.15
--------------------  ----------------  -----------------  ------------------  -------------

</TABLE>



(1)     This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the average of the
high and low prices reported and last sale reported on the OTC Bulletin Board as
of  May 22, 2002.

(2)     This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(g) under the Securities
Act and is calculated upon the price of the securities in the same class.









                                   PROSPECTUS

                                 Xenicent, Inc.

                         350,000 Shares of Common Stock

     This prospectus relates to the offer and sale by Xenicent, Inc., a North
Carolina corporation, of shares of its $.001 par value per share common stock to
employees, directors, officers, consultants, advisors and other persons
associated with Xenicent, Inc. pursuant to the 2002 Non-Qualified Stock
Compensation Plan (the "Stock Plan").   Pursuant to the Stock Plan, Xenicent,
Inc. is registering hereunder and then issuing, upon receipt of adequate
consideration therefore, 250,000 shares of common stock and 100,000 shares of
common stock underlying stock options.

     The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of Xenicent, Inc.
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale.
Xenicent, Inc. is registering 100,000 shares for affiliates of the company.  An
affiliate is summarily, any director, executive officer or controlling
shareholder of Xenicent, Inc. or any one of its subsidiaries.  An "affiliate" of
Xenicent, Inc. is subject to Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").  The common stock is traded on the OTC
Bulletin Board under the symbol "XCNT."

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

                   The date of this prospectus is May 22, 2002











<PAGE>
     This prospectus is part of a registration statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the contents of any contract or other documents filed as an exhibit to either
the registration statement or other filings by Xenicent, Inc. with the
 Commission are qualified in their entirety by reference thereto.

     A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request.  Requests should be addressed to:  Xenicent, Inc., 18
Brookmont Drive, Wilbraham, MA 01095. Xenicent, Inc.'s telephone number is (413)
599-0005.

     Xenicent, Inc. is subject to the reporting requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Commission.  These reports, as well as
the proxy statements and other information filed by Xenicent, Inc.  under the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington D.C. 20549.
In addition, the Commission maintains a World Wide Website on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission


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

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







<PAGE>
                                TABLE OF CONTENTS


INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                6

Item  1.  The  Plan  Information                                          6

Item  2.  Registrant Information  and  Employee  Plan  Annual Information 7

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                   8

Item  3.  Incorporation  of  Documents  by  Reference                     8

Item  4.  Description  of  Securities                                     8

Item  5.  Interests  of  Named  Experts  and  Counsel                     8

Item  6.  Indemnification of  Officers, Directors,  Employees and Agents  9

Item  7.  Exemption  from  Registration  Claimed                          9

Item  8.  Exhibits                                                        9

Item  9.  Undertakings                                                   10

SIGNATURES                                                               12

EXHIBIT  INDEX                                                           13






















                                     PART 1
                    INFORMATION REQUIRED IN THE SECTION 10(A)
                                   PROSPECTUS
ITEM 1.  THE PLAN INFORMATION.
THE  COMPANY

     Xenicent, Inc. has its principal executive offices at 18 Brookmont Drive,
Wilbraham, MA  01095.  Xenicent Inc.'s telephone number is (413) 599-0005.

PURPOSE

     Xenicent, Inc. will issue common stock to employees, directors, officers,
consultants, advisors and other persons associated with Xenicent, Inc. pursuant
to the Stock Plan, which has been approved by the Board of Directors of
Xenicent, Inc. The Stock Plan is intended to provide a method whereby Xenicent,
Inc. may be stimulated by the personal involvement of its employees, directors,
officers, consultants, advisors and other persons in Xenicent, Inc.'s business
and future prosperity, thereby advancing the interests of Xenicent, Inc. and all
of its shareholders.  A copy of the Stock Plan has been filed as an exhibit to
this registration statement.

COMMON  STOCK

     The Board has authorized the issuance of 350,000 shares of the common stock
to certain of the above-mentioned persons upon effectiveness of this
registration statement.

NO  RESTRICTIONS  ON  TRANSFER

     Recipients of shares of common stock will become the record and beneficial
owner of the shares of common stock upon issuance and delivery and are entitled
to all of the rights of ownership, including the right to vote any shares
awarded and to receive ordinary cash dividends on the common stock.

TAX  TREATMENT  TO  THE  RECIPIENTS

     The common stock is not qualified under Section 401(a) of the Internal
Revenue Code.  A recipient, therefore, will be required for federal income tax
purposes to recognize compensation during the taxable year of issuance unless
the shares are subject to a substantial risk of forfeiture.  Accordingly, absent
a specific contractual provision to the contrary, the recipient will receive
compensation taxable at ordinary rates equal to the fair market value of the
shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer.  Each recipient is urged to
consult his tax advisors on this matter.

TAX  TREATMENT  TO  THE  COMPANY

     The amount of income recognized by a recipient hereunder in accordance with
the foregoing discussion will be a tax deductible expense by Xenicent, Inc. for
federal income tax purposes in the taxable year of Xenicent, Inc. during which
the recipient recognizes income.

RESTRICTIONS  ON  RESALE

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


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     A copy of any document or part thereof incorporated by reference in this
registration statement but not delivered with this prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request.  Requests should be
addressed to: Xenicent, Inc., 18 Brookmont Drive, Wilbraham, MA  01095, where
its telephone number is (413) 599-0005.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by Xenicent, Inc., a North Carolina corporation (the
"Company"), are incorporated herein by reference:
a.     The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 2001, filed with the Securities and Exchange Commission;
b.     The reports of the Company filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal year ended December 31, 2001; and
c.     All other documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
registration statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The financial statements of Xenicent, Inc. are incorporated by reference in
this prospectus as of and for the year ended December 31, 2001 and have been
audited by Perrella & Associates, P.A., independent certified public
accountants, as set forth in their report incorporated herein by reference, and
are incorporated herein in reliance upon the authority of said firm as experts
in auditing and accounting.
Brown & Associates, PLLC has rendered an opinion on the validity of the
securities being registered.  Brown & Associates, PLLC is not an affiliate of
Xenicent, Inc.

ITEM 6.  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.

     Under North Carolina law, a corporation may indemnify its directors,
officers, employees and agents under certain circumstances, including
indemnification of such persons against liability under the Securities Act of
1933, as amended.  Those circumstances include that a director, officer,
employee or agent may be indemnified if the person conducted himself in good
faith and he reasonably believed that his conduct was in the best interests of
the corporation.  A true and correct copy of Section 55-8-51 of Chapter 55 of
the North Carolina General Statutes, also know as the North Carolina Business
Corporation Act,  that addresses indemnification of directors, officers,
employees and agents is attached hereto as Exhibit 99.1.

The  bylaws  of  Xenicent,  Inc.  provide  for  indemnification  of  each person
(including  the  heirs, executors, administrators, or estate of such person) who
is  or  was  a  director  and  officer  of the corporation to the fullest extent
permitted  or  authorized  by  current  or  future  legislation  or  judicial or
administrative  decision  against  all  fines,  liabilities, costs and expenses,
including  attorneys'  fees,  arising  out  of  his or her status as a director,
officer,  agent,  employee  or  representative.  The  foregoing  right  of
indemnification shall not be exclusive of other rights to which those seeking an
indemnification may be entitled.  The corporation may maintain insurance, at its
expense,  to  protect  itself  and  all  officers  and  directors against fines,
liabilities,  costs, and expenses, whether or not the corporation would have the
legal  power  to  indemnify  them  directly  against  such  liability.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling an issuer
pursuant to the foregoing provisions, the opinion of the Commission is that such
indemnification  is  against public policy as expressed in the Securities Act of
1933  and  is  therefore  unenforceable.

     The effect of these provisions may be to limit the rights of Xenicent, Inc.
and its stockholders (through stockholders' derivative suits on behalf of
Xenicent, Inc.) to recover monetary damages and expenses against a director for
breach of fiduciary duty.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.




ITEM  8.  EXHIBITS.

(a)     The following exhibits are filed as part of this registration statement
pursuant to Item 601 of the Regulation S-K and are specifically incorporated
herein by reference:
Exhibit  No.     Title
------------     -----

5.1              Legal  opinion  of  Brown  &  Associates,  PLLC

10.1             2002  Non-Qualified  Stock  Compensation  Plan

23.1             Consent  of  Brown  &  Associates,  PLLC

23.2             Consent  of  Perrella  &  Associates,  P.A.

99.1             Section  55-8-51  of  the  North  Carolina  General Statutes
                 addressing indemnification.


ITEM  9.  UNDERTAKINGS.     The  undersigned  registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement  to:
(I)     include  any  prospectus  required by Section 10(a)(3) of the Securities
Act;
(II)     reflect  in  the  prospectus  any  facts  or  events  arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represents a
fundamental  change  in the information set forth in the registration statement;
(b)     include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in  this registration statement or any
material  change  to  such  information  in  this  registration  statement.
Provided,  however,  that  paragraphs  (1)(i) and (1)(ii) shall 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 registrant pursuant to
section  13  or  section  15(d)  of the Securities Exchange Act of 1934 that are
incorporated  by  reference  in  the  registration  statement.
(2)     That,  for  the  purpose  of  determining  any liability pursuant to 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  offered  at  that time shall be deemed to be the
initial  bona  fide  offering  thereof.
(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4)     To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(5)     Insofar  as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant  pursuant  to  the foregoing provisions, or otherwise, registrant has
been  advised that in the opinion of the Securities and Exchange Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In  the  event  that a claim for indemnification
against  such  liabilities  (other  than  the  payment by registrant of expenses
incurred  or  paid by a director, officer or controlling person of registrant in
the  successful  defense  of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to  a  court  of appropriate
jurisdiction  the question whether such indemnification is against public policy
as  expressed  in the Act and will be governed by the final adjudication of such
issue.
     The  undersigned  hereby  undertakes  that, for purposes of determining any
liability  under  the Securities Act of 1933, each filing of registrant's annual
report  pursuant  to  Section 13(a) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  Section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

                                   SIGNATURES
     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  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 Wilbraham, State of Massachusetts, on May 22, 2002.

                                               Xenicent, Inc.
                                               --------------
                                                 (Registrant)

                                             /s/  Duane  Bennett
                                             -------------------
                                                Duane  Bennett
                                                President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.

SIGNATURES            TITLE                                  DATE

/s/ Duane Bennett     President, Chief Executive Officer,    May  22,  2002
-----------------     Chief Financial Officer and Director








INDEX  TO  EXHIBITS

Exhibit  No.     Title
------------     -----

5.1              Legal  opinion  of  Brown  &  Associates,  PLLC

10.1             2002  Non-Qualified  Stock  Compensation  Plan

23.1             Consent  of  Brown  &  Associates,  PLLC

23.2             Consent  of  Perrella  &  Associates,  P.A.

99.1             Section 55-8-51 of the North Carolina General Statutes
                 addressing indemnification.
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 23921}]
{"company-data": {"conformed-name": "XENICENT INC", "cik": "0001121282", "assigned-sic": "6552", "irs-number": "582258912", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89198", "film-number": "02662843"}, "business-address": {"street1": "10712 OLD WAYSIDE RD", "city": "CHARLOTTE", "state": "NC", "zip": "28277", "phone": "954-783-72"}, "mail-address": {"street1": "10712 OLD WAYSIDE RD", "city": "CHAROLOTTE", "state": "NC", "zip": "28277"}, "former-company": {"former-conformed-name": "GREAT LAND DEVELOPMENT CO", "date-changed": "20000807"}}
2

            AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2002
                                                REGISTRATION NO. _______________

                    SECURITIES  AND  EXCHANGE  COMMISSION
                            Washington,  D.C.  20549
                                    FORM S-8

     REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933

                                 Xenicent, Inc.
                                 ---------------
     (Exact  name  of  Registrant  as  specified  in  its  charter)

         North  Carolina                         36-4349865
     ------------------------                 ----------------
(State  or  other  jurisdiction  of          (IRS  Employer
incorporation  or  organization)            Identification  No.)

                   18 Brookmont Drive, Wilbraham, MA 01095
                   ----------------------------------------
     (Address  of  Principal  Executive  Offices,  including  ZIP  Code)

                   2002 Non-Qualified Stock Compensation Plan
                   ------------------------------------------
                            (Full title of the plan)

                                  Duane Bennett
                               18 Brookmont Drive
                               Wilbraham, MA 01095
                                  -------------
                     (Name and address of agent for service)

                                 (413) 599-0005
                                 --------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED          PROPOSED
                      AMOUNT OF         MAXIMUM            MAXIMUM             AMOUNT OF
TITLE OF SECURITIES.  SHARES            OFFERING           AGGREGATE           REGISTRATION
TO BE REGISTERED . .  TO BE REGISTERED  PRICE PER SHARE    OFFERING PRICE(1)   FEE
--------------------  ----------------  -----------------  ------------------  -------------

..001 par value
common stock . . . .           250,000  $         .75 (1)  $          187,500  $       17.25
--------------------  ----------------  -----------------  ------------------  -------------

..001 par value
common stock
underlying stock
options. . . . . . .           100,000  $         .75 (2)  $           75,000  $        6.90
--------------------  ----------------  -----------------  ------------------  -------------

TOTALS . . . . . . .           350,000  $          .75(1)  $          262,500  $       24.15
--------------------  ----------------  -----------------  ------------------  -------------
(1)     This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the average of the
high and low prices reported and last sale reported on the OTC Bulletin Board as
of  May 22, 2002.

(2)     This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(g) under the Securities
Act and is calculated upon the price of the securities in the same class.

                                   PROSPECTUS

                                 Xenicent, Inc.

                         350,000 Shares of Common Stock

     This prospectus relates to the offer and sale by Xenicent, Inc., a North
Carolina corporation, of shares of its $.001 par value per share common stock to
employees, directors, officers, consultants, advisors and other persons
associated with Xenicent, Inc. pursuant to the 2002 Non-Qualified Stock
Compensation Plan (the "Stock Plan").   Pursuant to the Stock Plan, Xenicent,
Inc. is registering hereunder and then issuing, upon receipt of adequate
consideration therefore, 250,000 shares of common stock and 100,000 shares of
common stock underlying stock options.

     The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of Xenicent, Inc.
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale.
Xenicent, Inc. is registering 100,000 shares for affiliates of the company.  An
affiliate is summarily, any director, executive officer or controlling
shareholder of Xenicent, Inc. or any one of its subsidiaries.  An "affiliate" of
Xenicent, Inc. is subject to Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").  The common stock is traded on the OTC
Bulletin Board under the symbol "XCNT."

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

                   The date of this prospectus is May 22, 2002
This prospectus is part of a registration statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the contents of any contract or other documents filed as an exhibit to either
the registration statement or other filings by Xenicent, Inc. with the
 Commission are qualified in their entirety by reference thereto.

     A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request.  Requests should be addressed to:  Xenicent, Inc., 18
Brookmont Drive, Wilbraham, MA 01095. Xenicent, Inc.'s telephone number is (413)
599-0005.

     Xenicent, Inc. is subject to the reporting requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Commission.  These reports, as well as
the proxy statements and other information filed by Xenicent, Inc.  under the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington D.C. 20549.
In addition, the Commission maintains a World Wide Website on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission

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

     Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of Xenicent, Inc.  since the date hereof.
TABLE OF CONTENTS

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                6

Item  1.  The  Plan  Information                                          6

Item  2.  Registrant Information  and  Employee  Plan  Annual Information 7

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                   8

Item  3.  Incorporation  of  Documents  by  Reference                     8

Item  4.  Description  of  Securities                                     8

Item  5.  Interests  of  Named  Experts  and  Counsel                     8

Item  6.  Indemnification of  Officers, Directors,  Employees and Agents  9

Item  7.  Exemption  from  Registration  Claimed                          9

Item  8.  Exhibits                                                        9

Item  9.  Undertakings                                                   10

SIGNATURES                                                               12

EXHIBIT  INDEX                                                           13

                                     PART 1
                    INFORMATION REQUIRED IN THE SECTION 10(A)
                                   PROSPECTUS
ITEM 1.  THE PLAN INFORMATION.
THE  COMPANY

     Xenicent, Inc. has its principal executive offices at 18 Brookmont Drive,
Wilbraham, MA  01095.  Xenicent Inc.'s telephone number is (413) 599-0005.

PURPOSE

     Xenicent, Inc. will issue common stock to employees, directors, officers,
consultants, advisors and other persons associated with Xenicent, Inc. pursuant
to the Stock Plan, which has been approved by the Board of Directors of
Xenicent, Inc. The Stock Plan is intended to provide a method whereby Xenicent,
Inc. may be stimulated by the personal involvement of its employees, directors,
officers, consultants, advisors and other persons in Xenicent, Inc.'s business
and future prosperity, thereby advancing the interests of Xenicent, Inc. and all
of its shareholders.  A copy of the Stock Plan has been filed as an exhibit to
this registration statement.

COMMON  STOCK

     The Board has authorized the issuance of 350,000 shares of the common stock
to certain of the above-mentioned persons upon effectiveness of this
registration statement.

NO  RESTRICTIONS  ON  TRANSFER

     Recipients of shares of common stock will become the record and beneficial
owner of the shares of common stock upon issuance and delivery and are entitled
to all of the rights of ownership, including the right to vote any shares
awarded and to receive ordinary cash dividends on the common stock.

TAX  TREATMENT  TO  THE  RECIPIENTS

     The common stock is not qualified under Section 401(a) of the Internal
Revenue Code.  A recipient, therefore, will be required for federal income tax
purposes to recognize compensation during the taxable year of issuance unless
the shares are subject to a substantial risk of forfeiture.  Accordingly, absent
a specific contractual provision to the contrary, the recipient will receive
compensation taxable at ordinary rates equal to the fair market value of the
shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer.  Each recipient is urged to
consult his tax advisors on this matter.

TAX  TREATMENT  TO  THE  COMPANY

     The amount of income recognized by a recipient hereunder in accordance with
the foregoing discussion will be a tax deductible expense by Xenicent, Inc. for
federal income tax purposes in the taxable year of Xenicent, Inc. during which
the recipient recognizes income.

RESTRICTIONS  ON  RESALE

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

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     A copy of any document or part thereof incorporated by reference in this
registration statement but not delivered with this prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request.  Requests should be
addressed to: Xenicent, Inc., 18 Brookmont Drive, Wilbraham, MA  01095, where
its telephone number is (413) 599-0005.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by Xenicent, Inc., a North Carolina corporation (the
"Company"), are incorporated herein by reference:
a.     The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 2001, filed with the Securities and Exchange Commission;
b.     The reports of the Company filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal year ended December 31, 2001; and
c.     All other documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
registration statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The financial statements of Xenicent, Inc. are incorporated by reference in
this prospectus as of and for the year ended December 31, 2001 and have been
audited by Perrella & Associates, P.A., independent certified public
accountants, as set forth in their report incorporated herein by reference, and
are incorporated herein in reliance upon the authority of said firm as experts
in auditing and accounting.
Brown & Associates, PLLC has rendered an opinion on the validity of the
securities being registered.  Brown & Associates, PLLC is not an affiliate of
Xenicent, Inc.

ITEM 6.  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.

     Under North Carolina law, a corporation may indemnify its directors,
officers, employees and agents under certain circumstances, including
indemnification of such persons against liability under the Securities Act of
1933, as amended.  Those circumstances include that a director, officer,
employee or agent may be indemnified if the person conducted himself in good
faith and he reasonably believed that his conduct was in the best interests of
the corporation.  A true and correct copy of Section 55-8-51 of Chapter 55 of
the North Carolina General Statutes, also know as the North Carolina Business
Corporation Act,  that addresses indemnification of directors, officers,
employees and agents is attached hereto as Exhibit 99.1.

The  bylaws  of  Xenicent,  Inc.  provide  for  indemnification  of  each person
(including  the  heirs, executors, administrators, or estate of such person) who
is  or  was  a  director  and  officer  of the corporation to the fullest extent
permitted  or  authorized  by  current  or  future  legislation  or  judicial or
administrative  decision  against  all  fines,  liabilities, costs and expenses,
including  attorneys'  fees,  arising  out  of  his or her status as a director,
officer,  agent,  employee  or  representative.  The  foregoing  right  of
indemnification shall not be exclusive of other rights to which those seeking an
indemnification may be entitled.  The corporation may maintain insurance, at its
expense,  to  protect  itself  and  all  officers  and  directors against fines,
liabilities,  costs, and expenses, whether or not the corporation would have the
legal  power  to  indemnify  them  directly  against  such  liability.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling an issuer
pursuant to the foregoing provisions, the opinion of the Commission is that such
indemnification  is  against public policy as expressed in the Securities Act of
1933  and  is  therefore  unenforceable.

     The effect of these provisions may be to limit the rights of Xenicent, Inc.
and its stockholders (through stockholders' derivative suits on behalf of
Xenicent, Inc.) to recover monetary damages and expenses against a director for
breach of fiduciary duty.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS.

(a)     The following exhibits are filed as part of this registration statement
pursuant to Item 601 of the Regulation S-K and are specifically incorporated
herein by reference:
Exhibit  No.     Title
------------     -----

5.1              Legal  opinion  of  Brown  &  Associates,  PLLC

10.1             2002  Non-Qualified  Stock  Compensation  Plan

23.1             Consent  of  Brown  &  Associates,  PLLC

23.2             Consent  of  Perrella  &  Associates,  P.A.

99.1             Section  55-8-51  of  the  North  Carolina  General Statutes
                 addressing indemnification.

ITEM  9.  UNDERTAKINGS.     The  undersigned  registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement  to:
(I)     include  any  prospectus  required by Section 10(a)(3) of the Securities
Act;
(II)     reflect  in  the  prospectus  any  facts  or  events  arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represents a
fundamental  change  in the information set forth in the registration statement;
(b)     include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in  this registration statement or any
material  change  to  such  information  in  this  registration  statement.
Provided,  however,  that  paragraphs  (1)(i) and (1)(ii) shall 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 registrant pursuant to
section  13  or  section  15(d)  of the Securities Exchange Act of 1934 that are
incorporated  by  reference  in  the  registration  statement.
(2)     That,  for  the  purpose  of  determining  any liability pursuant to 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  offered  at  that time shall be deemed to be the
initial  bona  fide  offering  thereof.
(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4)     To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(5)     Insofar  as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant  pursuant  to  the foregoing provisions, or otherwise, registrant has
been  advised that in the opinion of the Securities and Exchange Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In  the  event  that a claim for indemnification
against  such  liabilities  (other  than  the  payment by registrant of expenses
incurred  or  paid by a director, officer or controlling person of registrant in
the  successful  defense  of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to  a  court  of appropriate
jurisdiction  the question whether such indemnification is against public policy
as  expressed  in the Act and will be governed by the final adjudication of such
issue.
     The  undersigned  hereby  undertakes  that, for purposes of determining any
liability  under  the Securities Act of 1933, each filing of registrant's annual
report  pursuant  to  Section 13(a) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  Section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

                                   SIGNATURES
     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  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 Wilbraham, State of Massachusetts, on May 22, 2002.

                                               Xenicent, Inc.
                                               --------------
                                                 (Registrant)

                                             /s/  Duane  Bennett
                                             -------------------
                                                Duane  Bennett
                                                President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.

SIGNATURES            TITLE                                  DATE

/s/ Duane Bennett     President, Chief Executive Officer,    May  22,  2002
-----------------     Chief Financial Officer and Director

INDEX  TO  EXHIBITS

Exhibit  No.     Title
------------     -----

5.1              Legal  opinion  of  Brown  &  Associates,  PLLC

10.1             2002  Non-Qualified  Stock  Compensation  Plan

23.1             Consent  of  Brown  &  Associates,  PLLC

23.2             Consent  of  Perrella  &  Associates,  P.A.

99.1             Section 55-8-51 of the North Carolina General Statutes
                 addressing indemnification.