U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2002

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

        For the transition period from January 1, 2002 to March 31, 2002

                         Commission File Number 0-24798

                               XYNERGY CORPORATION
        (Exact name of small business issuer as specified in its charter)

           Nevada                                             93-1123005
(State or other jurisdiction                                 (IRS Employer
     of Incorporation)                                   Identification Number)

         269 So. Beverly Dr., Suite 938, Beverly Hills, California 90212
                    (Address of principal executive offices)

                                 (310) 274-0086
                           (Issuer's telephone number)

                         formerly known as Raquel, Inc.
   (Former name, former address and former fiscal year, if changed since last
                                    report)

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                                 Yes |X| No |_|

At March 31, 2002, 16,100,000 shares of the Company's $.0001 par value common
stock were outstanding.


                                        1

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1. Financial Statements                                                PAGE
                                                                            ----

(a) Balance Sheet (Unaudited) - March 31, 2002 ........................       3

(b) Statements of Operations (Unaudited) - Three months ended
    September March 31, 2002 and 1999 Period from Inception
    (December 1, 1987) to March 31, 2002 ..............................       4

(c) Statement of Stockholder's Equity (Unaudited) - Period from
    Inception (December 1, 1987) to March 31, 2002 ....................       5

(d) Statements of Cash Flows (Unaudited) - Three months ended
    March 31, 2002 and Period from Inception (December 1,
    1987) to March 31, 2002 ...........................................       6

(e) Notes to Unaudited Financial Statements ...........................   7 & 8

ITEM 2. Management's Discussion and Analysis or Plan of Operation .....       9

PART II - OTHER INFORMATION ...........................................  10 & 11


                                        2

<PAGE>

                               Xynergy Croporation
                        (formerly known as Raquel, Inc.)
                          (A Development Stage Company)
                                  Balance Sheet
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      March 31, 2002
                                                               ----------------------------
<S>                                                            <C>              <C>
Assets

  Current Assets

    Cash and equivalents                                                        $       527
    Merchandise Inventory                                      $    8,870
    Deposits paid and other assets                             $  294,434
                                                                                -----------
    Total Current Assets                                                        $   303,831

  Equipment, Furniture & Fixtures,
   net of accumulation & depreciation                          $        0               774

  Total Assets                                                                  $   303,831
                                                                                ===========

Liabilities and Stockholders Equity

  Current Liabilities
    Accounts payable & Taxes payable                           $   41,992

    Total current liabilities                                                   $    41,992

  Stockholder's equity
    Common stock - $.0001
    par value, 50,000,000 shares
    authorized, 16,100,000 shares
    issued and outstanding                                                            2,970

    Additional paid in capital                                  1,625,204

   Deficit accumulated during the development stage                              (1,335,300)

    Total stockholder's equity                                 $ (261,839)

  Total liabilities and stockholder's equity                   $  303,831
</TABLE>

See accompanying notes to financial statements


                                        3

<PAGE>

                               Xynergy Corporation
                        (formerly known as Raquel, Inc.)
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                               Nine Months
                                                  Ended
                                              March 31, 2002       Inception 12/87 to June 30, 2001
                                                   2001                2000                 2001
                                              --------------       -----------          -----------

<S>                                             <C>                <C>                 <C>                    <C>
Sales                                                   115                875               47,054
Cost of Goods Sold                                        0                184               24,062
                                                -----------                             -----------           -----------

Gross Profit                                            115                691               22,992

Selling, general, and                                 2,323             46,897            1,460,423
administrative expenses                         -----------        -----------          -----------

(Loss) from operations                               (2,028)                                (46,206)          (1,437,431)

Other Income                                              0              2,131              118,125

Loss before provision                                (2,028)           (44,075)          (1,319,306)
for income taxes
Provision for income taxes                                                                                        (6,400)

Net Loss                                        $    (2,028)                            $   (44,075)         $(1,325,706)
                                                ===========                             ===========          ===========

Net Loss per share                              $     (.001)                            $      (.01)
                                                ===========                             ===========

Weighted average number                          16,100,000         24,700,000
of common shares                                ===========        ===========
</TABLE>

See accompanying notes to financial statements


                                        4

<PAGE>

                                  Raquel, Inc.
                    (formerly known as Colecciones de Raquel)
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 Deficit
                                                                         Addt'l          During the
                                      Common            Stock            Paid In        Development
                                      Shares            Amount           Capital           Stage              Total
                                   ------------      ------------     ------------      ------------      ------------
<S>                                  <C>             <C>              <C>               <C>               <C>
Balance,                             24,000,000      $      2,400     $  1,375,444      $   (819,926)     $    557,918
December 31, 1997

Common Stock issued for
  consulting services                 3,000,000               330              330

Net Loss                                                                                    (217,582)         (217,582)
                                   ------------      ------------     ------------      ------------      ------------

Balance, December 31, 1998           27,300,000             2,730     $  1,375,444        (1,037,508)          340,666

Common stock canceled                                  (2,600,000)            (260)                0

Net Loss                                                                                    (169,677)         (169,677)
                                   ------------      ------------     ------------      ------------      ------------

Balance, December 31, 1999           24,700,000      $      2,470     $  1,375,704      $ (1,207,185)     $    170,989

Net Loss                                                                                     (97,675)          (97,675)

Balance December 31, 2000            24,700,000      $      2,470     $  1,375,704      $ (1,304,860)     $     73,314

Net Loss March 31, 2002                                                     (2,028)

Common Stock issued for
  consulting services                 1,500,000      $        150     $          0

Balance, March 31, 2002              16,100,000      $      1,610     $  1,625,704      $ (1,321,873)     $303,831
</TABLE>

See accompanying notes to financial statements


                                        5

<PAGE>

                               Xynergy Corporation
                         (formerly known as Raquel, Inc)
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                  Period from Inception
                                                          For the Three Month     December 31, 1987
                                                          Period Ended            to Current
                                                          March 31, 2002          September 30, 2001
                                                          ------------------      ---------------------
<S>                                                          <C>                    <C>
Cash flows from operating activities
 Net loss                                                    $   (2,208)            $(1,335,299)
Adjustments to reconcile net loss
to net cash used in operating activities
      Depreciation                                                    0                  47,721
    (Increase) decrease in
      Inventory                                                   3,547                 (53,870)
      Prepaid expenses & other assets                          (231,286)               (234,082)

    Increase (decrease) in
      Accounts Payable & accrued                                   (803)                  6,135
expenses                                                     ----------             -----------

      Net cash used in operating                             $ (258,981)            $(1,571,776)
activities                                                   ----------             -----------

Cash flows from investing activities
      Purchase of Equipment &                                        (0)                (47,721)
      Improvements
Net cash used in investing activities                                (0)            $   (47,721)
                                                             ----------             -----------

Cash flows from financing activities
    Proceeds from MMI settlement
    agreement
                                                             $1,250,000
    Proceeds from sale of common                             $  250,000             $   341,420
    stock
    Payments for offering costs
Loans & paid-in capital from                                         --                  36,754
preferred stockholder                                        ----------             -----------

    Net cash provided by financing                           $  250,000             $ 1,628,174
     activities                                              ----------             -----------

    Net increase(decrease) in cash and cash
        equivalents                                          $   (2,208)

Cash & cash equivalents, beginning of period                      2,721             $    17,658
                                                             ----------

Cash & cash equivalents, end of period                       $      500             $     8,677
                                                             ==========

Interest received                                                                   $       230
                                                                                    ===========
</TABLE>


                                        6

<PAGE>

                                  Raquel, Inc.
                    (formerly known as Colecciones de Raquel)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                   (Unaudited)

1.    Business

      Xynergy Corporation, formerly known as Raquel, Inc.) (The "Company")
      designs and markets cosmetics, skin care, fragrance, and lingerie. The
      Company's cosmetics line is specifically designed for golden skin tones
      such as sallow and olive complexions.

2.    Unaudited financial statements

      The financial statements as of March 31, 2002 included herein are
      unaudited; however, such information reflects all adjustments consisting
      of normal recurring adjustments, which are, in the opinion of management,
      necessary for a fair presentation of the information for such periods. In
      addition, the results of operation for the interim periods are not
      necessarily indicative of results for the entire year. The accompanying
      financial statements should be read in conjunction with the Company's
      annual report filed on Form 10-KSB. Further, the complete financial
      statements for the subsidiary Web marketing Network are not inclusive, and
      will be filed in an emended Form 10Q.

3.    Warrants and related settlement agreement

      In August 1994, the Company completed an initial public offering of its
      securities. The Company sold 1,000,000 units at $.10 per unit for gross
      proceeds of $100,000 on a self-underwritten basis. Expenses of the
      offering were $8,910. Each unit consists of one share of common stock and
      one Class A Warrant. The Class A Warrants were exercisable for one share
      of common stock and two Class B Warrants at a price of $.25 each. The
      Class B Warrants were exercisable for one share of common stock and one
      Class C Warrant at a price of $.50 each. The Class C warrants were to be
      exercisable for one share of common stock at a price of $1.00 each.

      In February 1995, all of the B Warrants were exercised in a transaction
      which the Company claims was fraudulent. Although the Company received no
      portion of the $250,000 exercise price, Units consisting of one share of
      common stock and two B Warrants were issued by the Company's transfer
      agent without the knowledge of the Company's officers or directors to
      persons purportedly exercising the A Warrants.

      In February 1995, all of the B Warrants were exercised in a transaction
      which the Company claims was fraudulent. Although the Company received no
      portion of the $1,000,000 exercise price, Units consisting of one share of
      common stock and one C warrant were issued by the Company's transfer agent
      without the knowledge of the Company's officers or directors to persons
      purportedly exercising the B Warrants.

      The shares of common stock issued in the Company's initial public offering
      and upon exercise of the A Warrants and B Warrants (collectively,
      "Shares") have been publicly traded. The C Warrants were also purportedly
      exercised without the receipt by the Company of the exercise price, the
      Company believes that the shares issued upon exercise of the C Warrants
      were not traded and the Company has canceled the C Warrants and the shares
      issued upon their exercise.

      In September 1995, the Company entered into an Agreement with Moore
      McKenzie, Inc., a Philippine corporation ("MMI"), which purchased and
      resold the shares following their exercise by third party entities. MMI
      has expressly denied any involvement in the exercise of the A Warrants, B
      Warrants, and C Warrants. Solely for the purpose of protecting and
      preserving its investment in the Shares and


                                        7

<PAGE>

3.    Warrants and related settlement agreement (continued)

      its reputation and goodwill, MMI agreed to pay the Company the exercise
      price of the A Warrants ($250,000) and B Warrants ($1,000,000). As of
      February 29, 1996, the Company had received all of the settlement

      Further, the Company agreed to sell MMI an additional 1,000,000 shares of
      common stock at a price of $1.00 per share in place of the shares which
      could have been purchased upon exercise of the canceled C Warrants. The
      option to purchase the additional 1,000,000 shares at $1.00 per share
      expired in September, 1996. MMI did not purchase the additional 1,000,000
      and no additional shares were issued. As part of the Agreement with MMI,
      the Company agreed to assist and cooperate with MMI in any action against
      third parties to recover MMI's damages suffered as a result of or in
      connection with MMI's purchase of the Shares.

4.    Legal proceedings

      In September of 1998, the Company filed a complaint and Demand for
      Arbitration before the American Arbitration Association against John W.
      Vanover. The Demand for Arbitration is for the return of $10,000 in cash
      and stock certificates for 2.6 million Company common shares. The basis of
      the dispute is for non-performance, bad faith, and willful malfeasance. An
      Arbitration hearing was held on July 16, 1999, before the American
      Arbitration Association in regard to the Company's claims against John W.
      Vanover. On August 5, 1999 the Company received notice that the Company
      had been awarded its demands in the Complaint. As a result, 2.6 million
      shares have been canceled, additionally, the Company was awarded $10,000,
      plus cost of suit. These monies have not yet been collected.

      Additionally, the Company entered into an investor relations agreement
      with Angela Z. Hardy in June, 1999. The Company has a dispute regarding
      the agreement and anticipates litigation is imminent in this matter.

      On November 5, 2001, the company filed a copyright and trademark
      infringement suit against Mattel, Inc. and Rainmaker Corporation in the US
      District Court Southern District of California case number is
      01CV2027W(LAB).

      Currently, there are no material pending legal proceedings to which the
      Company or the property of the Company are subject. In addition, no
      proceedings are known to be contemplated by a governmental authority
      against the Company or any officer or director of the Company.

5.    Leases

      On October 1, 1995, the Company entered into a two year lease for a store
      front located in Beverly Hills, California. In October, 1997 this lease
      was renewed for another 2 years. The space is approximately 700 square
      feet, and the monthly rent is $1,100. This lease expired in October 1999,
      and the Company has continued to occupy the premises on a month-to-month
      basis. In May 1996, the Company entered into a three year lease for a 900
      square foot store front in downtown Los Angeles, California. Monthly rent
      for the space, which the Company is utilizing for its second
      showroom/boutique location, is $1,451 per month. This lease expired on
      June 30, 1999, and the store has been closed.

      As of June 30, 2000, the Company moved its offices, the mailing address is
      269 So. Beverly Drive, Suite 938, Beverly Hills, California 90212,
      telephone number (310) 274-0086, fax number (310) 274-0161.


                                        8

<PAGE>

ITEM 2. Management's Discussion And Analysis Or Plan Of Operation

      Material Changes in Results of Operations

      Revenues through the Third Quarter of 2001 were approximately 61% higher
      than revenues for the same period in the previous year. In order to
      preserve capital, the Company continues with cut-backs, resulting in
      lowering its Selling, general, and administrative expenses by
      approximately 40% compared to the Third Quarter of 2000. The Loss from
      operations for the Third Quarter of 2001 was also reduced by approximately
      40% compared to the Third Quarter of 2000.

      Material Changes in Financial Condition

      During the three month period ended March 31, 2002 the Company's cash
      position decreased due to the continued low level of revenue relative to
      its cost of operations, and lack of offsetting inflows from financing
      activities.

      Distribution

      On December 11, 2000, the Company issued a press release announcing that
      it was changing its marketing structure to direct sales. The Company's
      management believes that this structure would better serve its consumers.
      Further, direct sales has been very successful among its target market,
      Hispanics.

      Leaders in this industry such as Avon and Jafra reported earnings of
      $1.343 billion and $76.6 million, respectively for the third quarter of
      2000. Mary Kay cosmetics, another leader the cosmetics direct sales market
      claims to be the "best seller" of cosmetics overall. However, since it is
      a privately-held company, no data is available. Beauticontrol Cosmetics,
      another direct sales cosmetics company, reported $14.7 million in sales
      for the third quarter. Furthermore, Avon, Mary Kay, and Jafra have a
      strong presence and continue to expand in many Latin American countries.

      According to statistics, direct sales in 1999 in the United States totaled
      $24.54 billion, with the personal care category representing 24.9%; an
      equivalent of $6.11 billion. Raquel, Inc. expects that this new avenue of
      sales and distribution will ultimately increase its revenues.

      In June, 2001 the Company completed its development of a Multi-level
      marketing compensation program for the sale and distribution if its
      products. Further, in July it commenced its marketing campaign on a small
      level in the Los Angeles Spanish-speaking market via a weekly magazine for
      recruiting independent representatives.

      While the Company has now commenced its MLM marketing efforts in the Los
      Angeles area, eventually it will expand to several major cities throughout
      the United States, and eventually into Latin America.


                                        9

<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      In September of 1998, the Company filed a complaint and Demand for
      Arbitration before the American Arbitration Association against John W.
      Vanover. The Demand for Arbitration is for the return of $10,000 in cash
      and stock certificates for 2.6 million Company common shares. The basis of
      the dispute is for non-performance, bad faith, and willful malfeasance.
      Other than this item, there are no material pending legal proceedings to
      which the Company or the property of the Company are subject.

      An Arbitration hearing was held on July 16, 1999, before the American
      Arbitration Association in regard to the Company's claims against John W.
      Vanover. On August 5, 1999 the Company received notice that the Company
      had been awarded its demands in the Complaint.As a result, 2.6 million
      shares have been canceled, additionally, the Company was awarded $10,000,
      plus cost of suit. These monies have not yet been collected.

      On June 27, 2000, a Complaint against Angela Z. Hardy and Corporate Image
      Builders was filed in Santa Monica Superior Court for several causes of
      action. The Company was awarded stock in January, 2001. However, the
      Company has not yet collected these securities.

      On November 5, 2001, the company filed a copyright and trademark
      infringement suit against Mattel, Inc. and Rainmaker Corporation in the US
      District Court Southern District of California case number is
      01CV2027W(LAB).

      Currently, there are no material pending legal proceedings against the
      Company. In addition, no proceedings are known to be contemplated by a
      governmental authority against the Company or any officer or director of
      the Company.

Item 2. Changes in Securities

      In September 1998, the Company issued 3,300,000 shares of common stock in
      exchange for consulting services to be performed by two consultants. Both
      consultants' contracts and services were terminated in 1998 and the
      Company placed a stop order on the above shares. (See Item 1 above.)
      Further, in April 1999, one consultant agreed to return 700,000 shares of
      common stock issued in exchange for consulting services for $4,000 in
      cash.

      In June, 1999, the Company entered into an agreement with Angela Z. Hardy
      and Corporate Image Builders for investor relations services. Per this new
      agreement, the Company has released the shares which were initially issued
      to Angela Zucchini, aka, Angela Z. Hardy in June of 1998, for payment of
      these services.

      In December, 1999 2.6 million shares of common stock were canceled as a
      result of an action against John Vanover.

      The Company issued an additional 4,000,000 shares in May, 2001 in order to
      execute purchase of options.

      The Company issued an additional 1,000,000 shares in August, 2001 in order
      to execute purchase of options.

Item 3. Defaults Upon Senior Securities

      Inapplicable.

Item 4. Submission of Matters to a Vote of Security Holders

      Inapplicable.


                                       10

<PAGE>

Item 5. Other Information

      Inapplicable.

Item 6. Exhibits and Reports on Form 8K

      (a)   Exhibits

            Inapplicable.

      (b)   Reports on Form 8-K

      On January 10, 2002, Raquel, Inc., acquired Web Marketing Network, Inc.
Details of this transaction are available on Form 8K.

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       XYNERGY CORPORATION
                                       (FORMERLY KNOWN AS RAQUEL, INC)
                                       (Registrant)


Dated: May 22, 2002               By: /s/ Raquel Zepeda
                                          ------------------------------
                                          Raquel Zepeda,
                                          CEO & Chief Financial Officer


                                       11