Exhibit
      31




CERTIFICATION
      PURSUANT TO RULE 13A-14 OR 15D-14


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934,


AS
      ADOPTED PURSUANT TO SECTION 302


OF
      THE
      SARBANES-OXLEY ACT OF 2002




I,
      Raquel
      Zepeda, certify the following:




1. I
      have
      reviewed this annual report on Form 10-KSB of Xynergy
      Corporation;




2. Based
      on my
      knowledge, this report does not contain any untrue statement of material fact
      or
      omit to state a material fact necessary to make the statements made, in light
      of
      the circumstances under which such statements were made, not misleading with
      respect to the period covered by this report;




3. Based
      on my
      knowledge, the financial statements, and other financial information included
      in
      this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of Xyneregy Corporation as
      of,
      and for, the periods presented in this report;




4. I
      am
      responsible for establishing and maintaining disclosure controls and (as defined
      in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
      financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
      for Xynergy Corporation and I have done the following:




a. designed
      such
      disclosure controls and procedures, or caused such disclosure controls and
      procedures to be designed under my supervision, to ensure that material
      information relating to Xynergy Corporation, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this report is being prepared;




b. designed
      such internal control over financial reporting, or caused
      such internal control over financial reporting to be designed under my
      supervision, to provide reasonable assurance regarding the reliability of
      financial reporting and the preperation of financial statements for external
      purposes in accordance with generally accepted principles




c. evaluated
      the
      effectiveness of Xynergy Corportation's disclosure controls and procedures
      and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and




d. disclosed
      in this
      report any change in Xynergy Corporation's internal control over financial
      reporting that occured during the most recent fiscal quarter that has materially
      affecte, or is reasonably likely to materially affect, Xynergy Corporation's
      internal control over financial reporting; and




5.  I
      have
      disclosed, based on my most recent evaluation of internal control over financial
      reporting, to Xynergy Corporation's auditors and the audit committee of Xynergy
      Corporation's board of directors:




a. all
      significant
      deficiencies and material weaknesses in the design or operation of internal
      control over financial reporting w hich
      are
      reasonably likely to adversly affect Xynergy Corporation's ability to
      record, process, summarize, and report financial information;
      and




b. any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in Xynergy Corporation's internal control over financial
      reporting.




**XYNERGY
                CORPORATION**Dated:
                January 19, 2006
              By:
              /s/ Raquel
                ZepedaRaquel
                ZepedaChief
                  Executive Officer, Chairman andDirector