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 June 30, 2003

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

                 For the transition period from        to
                                                -------  -------

                         Commission File Number 0-24798

                               XYNERGY CORPORATION

                        [Formerly known as RAQUEL, INC.]
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             Nevada                                            93-1123005
 ------------------------------                            --------------------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                           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 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 June 30, 2003, 32,930,697 shares of the Company's $.001 par value common
stock were outstanding.

<PAGE>




PART 1 - FINANCIAL INFORMATION

ITEM 1.  Financial Statements                                              PAGE
                                                                           ----

     (a)  Balance Sheet (Unaudited) -June 30, 2003 ..........................1

     (b)  Statements of Operations (Unaudited) - Three months
          ended June 30, 2003 and 2001 Period from
          Inception (December 1, 1987) to June 30, 2003 .....................2

     (c)  Statement of Stockholder's Equity (Unaudited) -
          Period from Inception (December 1, 1987) to June 30, 2003..........3

     (d)  Statements of Cash Flows (Unaudited) - Three months
          ended June 30, 2003 and Period from
          Inception (December 1, 1987) to June 30, 2003 .....................4

     (e)  Notes to Unaudited Financial Statements............................5

ITEM 2.  Management's Discussion and Analysis or
                  Plan of Operation..........................................7


PART II - OTHER INFORMATION..................................................8

                                                                              ii

<PAGE>


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

                                                                  June 30, 2003
                                                                  -------------

Assets

     Current Assets

              Cash and equivalents                                  $       607
              Merchandise Inventory                                       8,870
              Deposits paid and other assets                            266,792
              Capital Stock                                              13,665
                                                                    -----------

              Total Current Assets                                      289,934

     Equipment, Furniture & Fixtures, net of accum
               depr $34,019                                                  -0-

     Total Assets                                                   $   289,934
                                                                    ===========


Liabilities and Stockholders Equity

     Current Liabilities
              Accounts payable & Taxes payable                      $    73,427

              Total current liabilities                             $    73,427

     Stockholder's equity
              Common stock - $.001 par value, 250,000,000
               shares authorized, 32,930,697 shares issued
               and outstanding                                           32,931

              Additional paid in capital                              1,653,190

              Deficit accumulated during the development stage       (1,469,614)

              Total stockholder's equity                                216,507

     Total liabilities and stockholder's equity                     $   289,934
                                                                    ===========


                 See accompanying notes to financial statements

                                                                               1

<PAGE>
<TABLE>
<CAPTION>


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



                                                                                  Inception
                                                         Six Months               12/87 to
                                                       Ended June 30,             June 30,
                                                    2003            2002            2003
                                                ------------    ------------    ------------
<S>                                                       <C>            <C>          <C>
Sales                                                     49             205          49,528
Cost of Goods Sold                                      --              --            24,627
                                                ------------    ------------    ------------

Gross Profit                                              49             205          24,901

Selling, general, and administrative expenses         17,248          11,755       1,578,804
                                                ------------    ------------    ------------

(Loss) from operations                               (17,199)        (11,550)     (1,545,903)

Other Income                                            --              --           119,148

Loss before provision for income taxes               (17,199)        (11,550)     (1,426,755)

Provision for income taxes                              --              --            (7,200)

Net Loss                                        ($    17,199)   ($    11,550)   ($ 1,433,955)
                                                ============    ============    ============

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

Weighted average number of common shares          32,930,697      36,365,697
                                                ============    ============


                        See accompanying notes to financial statements

                                                                                           2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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



                                                                                Deficit
                                                                     Addt'l     During the
                                    Common Stock                    Paid In     Development
                                    Shares            Amount        Capital     Stage             Total
                                    -----------    -----------    -----------   -----------    -----------
<S>                                 <C>           <C>            <C>           <C>            <C>
Balance December 31, 2000            24,700,000    $     2,470    $ 1,375,704   $(1,304,860)   $    73,314

Net Loss for 12/31/01                      --             --             --        (113,167)      (113,167)
                                    -----------    -----------    -----------   -----------    -----------


Balance December 31, 2001            30,100,000    $     3,010    $ 1,445,690   $(1,418,027)   $    30,673

Common Stock Issued                   1,500,000    $       150    $    37,500          --             --
                                    -----------    -----------    -----------   -----------    -----------
Total Before Reverse                 31,600,000    $     3,160    $ 1,483,190          --             --

Reverse-split (100 to 1)            (31,284,303)   $    (3,128)          --            --             --

Total After Reverse                     315,697    $        32           --            --             --
                                    ===========    ===========    ===========   ===========    ===========
Increase in par value to .001              --      $       316           --            --             --

Common Stock Issued                  40,346,000    $    40,346    $   170,000          --             --
Common Stock canceled                 9,500,000    $     9,500           --            --             --
Net Loss year ended
December 31, 2002                          --             --             --     $   (34,388)       (34,388)
                                    -----------    -----------    -----------   -----------    -----------

Balance, December 31, 2002           31,161,697    $    31,162    $ 1,653,190   $(1,452,415)   $   231,936
Common Stock Issued                   1,768,846    $     1,769           --            --             --
Net Loss, 2nd Quarter Ended, 6/03          --             --             --     $   (17,199)   $   (17,199)
                                    -----------    -----------    -----------   -----------    -----------
Balance, June 30, 2003               32,930,543    $    32,931    $ 1,653,190   $(1,469,614)   $   216,507


                               See accompanying notes to financial statements

                                                                                                         3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                      XYNERGY CORPORATION
                               (formerly known as Raquel, Inc.)
                                 (A Development Stage Company)
                                   Statements of Cash Flows
                                          (Unaudited)



                                                 For the Six           Period from Inception
                                                 Month Period Ended        December 31, 1987
                                                           June 30,               to Current
                                                               2003            June 30, 2003
                                                        -----------              -----------
Cash flows from operating activities
<S>                                                     <C>                      <C>
 Net loss                                               $   (17,199)             $(1,489,614)
Adjustments to reconcile net loss to net cash used in
 operating activities
         Depreciation                                             0                   47,720
     (Increase) decrease in
         Inventory                                             --                     (8,870)
         Prepaid expenses & other assets                       (500)                (265,640)

     Increase (decrease) in
         Accounts Payable & accrued expenses                 18,242                   75,280
                                                                                 -----------

         Net cash used in operating activities          $       543              $(1,621,124)
                                                        -----------              -----------

Cash flows from investing activities
         Purchase of Equipment & Improvements                    (0)                 (47,721)

         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 stock                        --                    382,782
     Payments for offering costs                               --                       --
Loans & paid-in capital from  stockholder                      --                     36,754
                                                        -----------              -----------

     Net cash provided by financing activities                 --                $ 1,669,536
                                                        -----------              -----------

     Net increase(decrease) in cash and cash                    543
                                                        -----------
         equivalents
Cash & cash equivalents, beginning of period            $        64
                                                        -----------

Cash & cash equivalents, end of period                  $       607
                                                        ===========


                        See accompanying notes to financial statements

                                                                                           4
</TABLE>

<PAGE>


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

1. Business
-----------

Xynergy Corporation [formerly known as "Raquel, Inc."] was organized under the
laws of the State of Nevada on August 6, 1993. [Unless the context indicates
otherwise, the term "Company," "XYNY" or "Xynergy" refers to Xynergy
Corporation]. Xynergy Corporation started as "Colecciones de Raquel, Inc." with
its IPO in 1994. In 1998, Colecciones de Raquel became "Raquel, Inc."

During the year 2001, the Company changed its strategy and mission. Since the
company's products were not producing revenues, a new approach was taken: to
acquire companies whose revenues or innovative value would amplify the Company's
overall worth. In January, 2002, the company changed its name to Xynergy
Corporation. Xynergy expanded its plan of operation substantially, since its
change in strategy as a holding Company. Xynergy's mission is revenue
enhancement through an integration of companies in growth and emerging markets.
Xynergy believes that this plan of operations will protect its value as markets
change and fluctuate.

On September 5, 2001, Xynergy acquired "Think Blots," a greeting card line. The
line is distinctive in that it combines original ink blot art work with humorous
dialogue. The line is currently available on the internet at
www.dementeddiagnosis.com.

During 2002, Xynergy completed the acquisitions of Web Marketing Network,
Corporate Space Power Industries & Electric, Inc., and Voyaware, LLC. For
reasons that management believes are in the best interests of Xynergy, all three
of these acquisitions were dissolved.

In April, 2003, Xynergy established relationships with enterprises in the
entertainment industry. Xynergy signed letters of intent with NPOWR Database,
Inc. and Sound Pictures LLC to execute a merger. Consequently, the proposed was
canceled in July, 2003, in the best interests of all parties.

2. Unaudited financial statements
---------------------------------

The financial statements as of June 30, 2003 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.

3. Historical Development & Public Offering
-------------------------------------------

Historical Development. Raquel Zepeda, Chairman and founder of Xynergy, started
the Company as "Colecciones de Raquel of Beverly Hills," a full line of
cosmetics, skin care and fragrance. The line was specifically designed for the
needs of olive skinned women, targeting the Hispanic/Latin market.

Public Offering. As part of an initial public offering in August 1994, the
Company issued 1,000,000 Units of securities for an aggregate offering price of
$100,000. The Company realized net proceeds of $91,090 from the sale of the
Units. Each Unit consisted of one share of common stock and one A Warrant. Each
A Warrant entitled was exercisable at an exercise price of $.25 per A Warrant
for one share of common stock and two B Warrants. Each B Warrant was exercisable
at an exercise price of $.50 per B Warrant for one share of common stock and one
C Warrant. Each C Warrant was to be exercisable at $1.00 per C Warrant for one
share of common stock.

                                                                               5

<PAGE>


In 1995, the Company learned that the A and B warrants had been fraudulently
exercised. Transactions for these warrants involved MMI, a brokerage firm based
in the Philippines. In September of 1995 MMI settled with the Company and paid
for the A and B warrants. All C warrants were canceled.

From September 1995 through February 1996, the Company received $1,250,000 in
full payment for the exercise of the A and B warrants. As a result, the Company
was able to expand its operations.

With proceeds of the Company's public offering it has produced its proprietary
fragrance, "Sabor A Mi," a complete line of colors cosmetics and skin care and
opened two boutiques in Beverly Hills and Los Angeles. All products are being
sold and marketed through these boutiques. Additionally, the Company has
produced a music compact disc which it plans to cross-market with the sale of
the fragrance. "Sabor A Mi" is also the name of a very popular Spanish love
song. The compact disc contains information on the Company's line of cosmetics
along with a sample fragrance strip and product ordering information.

In 2001, the Company changed its strategy to diversify by acquiring companies in
various growth markets. To date, Xynergy has two subsidiaries. Xynergy continues
to search for viable acquisitions to enhance the Company's worth.

4. Legal proceedings
--------------------

The Company filed a lawsuit on November 5, 2001 against Rainmaker Development
Corporation ("Rainmaker") and Mattel, Inc. ("Mattel") for copyright and
trademark infringement. The Complaint was filed in the United States District
Court, Southern District of California, Case No. 01CV2027W (LAB). The Complaint
was for the use of the trademark, "Think Blot," for a game produced by Rainmaker
which uses the same name and concept as the Company's greeting card line, "Think
Blots" which were created in 1987. Rainmaker's date of first use is 1997, ten
years after Think Blots' registered copyright.

Previously, March 2001, Rainmaker Corporation filed and Opposition to Raquel
Zepeda's original Application for Trademark Registration for the Think Blots
greeting card line. The proceeding was suspended due to the Company's lawsuit
against Rainmaker and Mattel, Inc. Rainmaker Corporation filed a Motion for
Summary Judgment for the lawsuit in Federal District Court. In April, 2002.
their Motion was granted.

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
---------

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. Additionally, the company rents two
warehouse spaces to house its cosmetics inventory and furniture and fixtures.

                                                                               6

<PAGE>


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

The Private Securities Litigation Reform Act of 1995 provides a "safe-harbor"
for forward-looking statements. Certain statements contained in this report that
are not historical fact, including, but not limited to, those concerning its
expectations of future sales revenues, gross profits, research and development,
sales and marketing, and administrative expenses, product introductions and cash
requirements are forward-looking statements. These forward-looking statements
are subject to risks and uncertainties that may cause its actual results to
differ from expectations including variations in the level of orders, general
economic conditions in the markets served by its customers, international
economic and political climates, timing of future product releases, difficulties
or delays in product functionality of performance, its failure to respond
adequately to changes in technology or customer preferences, changes in its
pricing or that of its competitors and its inability to manage growth. All of
the above factors constitute significant risks to its operations. There can be
no assurance that the Company's results of operations will not be adversely
affected by one or more of these factors. As a result, its actual results may
vary materially from its expectations. The words "believe", "expect",
"anticipate", "intend", and "plan" and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements which speak only as of the date the statement
was made.

Plan of Operation
-----------------

Xynergy has expanded its plan of operation substantially, since its change in
strategy as a holding Company. Xynergy's new name, Xynergy, expressly describes
this change in plan and mission. XYNERGY, pronounced "zin-er-gee," is derived
from "synergy" which means "the combined action of two or more entities to
achieve an effect which is greater than that of which each individually is
capable.' Xynergy's mission is revenue enhancement through an integration of
companies in growth and emerging markets. Xynergy believes that this will
protect its value as markets change and fluctuate. Xynergy now has two
subsidiaries, Raquel of Beverly Hills and Think Blots greeting cards.

RAQUEL OF BEVERLY HILLS now plans to increase sales through expansion directly
and aggressively through network/multi-level marketing, focusing on the Hispanic
market. According to the Direct Selling Association, in 1999 U.S. Retail Sales
were equivalent to $24.54 billion. Personal care represented 24.9% or $6.11
billion dollars. In comparison, according to NPD Beauty Trends, cosmetics sales
in department stores was $6.5 billion in 1999. 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. Further, a recent research study by
the University of Georgia's Selilg Center for Economic Growth, revealed that
U.S. Hispanic purchasing power was $580 billion in 2002 and is expected to grow
to $925.1 billion by 2007.

By implementing its marketing plan, RAQUEL OF BEVERLY HILLS projects sales
exceeding $80 million within 5 years. This represents slightly over 1% of its
focus market in the U.S. and Latin America. The U.S. Hispanic cosmetics is
estimated to be 1.6 billion, and the Latin American market is estimated to be
over $5.9 billion, totaling $7.5 billion. RAQUEL OF BEVERLY HILLS further
anticipates a market share of non-Hispanic, golden-skinned consumers such as
Asians, Mediterraneans and some Europeans.

Think Blots(TM) greeting card line was the Company's first acquisition which was
consummated in September 2001. THINK BLOTS(TM) is a totally unique and
entertaining concept in greeting cards. In addition, introduced Demented
Diagnosis(C), a "mental test" as a promotional tool. Through Demented
Diagnosis(C) tests, people will acquaint themselves with unique concept of
self-discovery from ink blot art. Eventually, the Company plans to syndicate
Demented Diagnosis so that they may be placed alongside horoscopes and
cross-word puzzles.

Today, the industry generates more than $7.5 billion in retail sales from
consumer purchases of more than 7 billion cards. Greeting card retail growth
recently has been driven primarily by sales of cards for everyday-general and
friendship situations versus seasons (holidays) and by individual cards rather
than from packaged or boxed cards. Women purchase approximately 80% of all
greeting cards. These facts are attributed to the projected need for more
emotion-based me-to-you messages in the form of greeting cards. As such, we now
have cards for every relationship, every occasion, every ethnicity, every age
group, every gender and every special interest group. Additionally, greeting
cards are being sold in more outlets than ever before, as well as being
purchased and sent over the Internet.

                                                                               7

<PAGE>


Distribution
------------

Raquel of Beverly Hills changed 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. Direct cosmetics companies such as 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. (See Plan of Operation,
Page 8)

Think Blots will be distributed through retail outlets. Additionally, the
company is seeking syndication of Demented Diagnosis in periodicals which would
give Think Blots greeting card line additional exposure.

The above statements, in Plan of Operation and Distribution (pages 7 and 8) are
based on the Company's ability to obtain appropriate financing to execute its
marketing plans. This information, therefore, contains forward-looking
statements. As such, the Company is including the following: Safe Harbor
Statement under the Private Securities Litigation Reform Act of 1995: The
statements contained herein which are not historical fact are forward-looking
statements that are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed in the forward-looking
statements.

Material Changes and Analysis of Financial Condition
----------------------------------------------------

The Company's cash position has decreased during the three month period ended
June 30, 2003 due to the continued low level of revenue relative to its cost of
operations, and lack of offsetting inflows from financing activities.

All expenses for Xynergy have decreased substantially. Xynergy has been
operating in a "hibernative" state. No monies have been spent toward office
rent, or salaries, greatly minimizing selling, general and administrative
expenses.

However, due to the minimal operating activities, Xynergy has not been able to
implement any sales or marketing strategies, resulting in minimal revenues for
the period ended June 30, 2003. Management believes that by implementing its
current Plan of Operation of raising working capital and executing its marketing
strategies, future revenues and share value will increase.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
         -----------------

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.

The Company filed a lawsuit on November 5, 2001 against Rainmaker Development
Corporation ("Rainmaker") and Mattel, Inc. ("Mattel") for copyright and
trademark infringement. The Complaint was filed in the United States District
Court, Southern District of California, Case No. 01CV2027W (LAB). The Complaint
was for the use of the trademark, "Think Blot," for a game produced by Rainmaker
which uses the same name and concept as the Company's greeting card line, "Think
Blots" which were created in 1987. Rainmaker's date of first use is 1997, ten
years after Think Blots' registered copyright.

Previously, March 2001, Rainmaker Corporation filed and Opposition to Raquel
Zepeda's original Application for Trademark Registration for the Think Blots
greeting card line. The proceeding was suspended due to the Company's lawsuit

                                                                               8

<PAGE>


against Rainmaker and Mattel, Inc. Rainmaker Corporation filed a Motion for
Summary Judgment for the lawsuit in Federal District Court. In April, 2002.
their Motion was granted.

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
         ---------------------

From the period of 1998 through December, 2002 the Company had issued common
stock in exchange for consulting services, via S-8 filings. Some of these shares
were canceled due to litigation for non-performance on the part of some of these
consultants (see "Legal Proceedings"). In January of 2002, the company changed
its amount of authorized stock, common to 250,000,000 and preferred to
50,000,000. In February, 2002 the Company changed its name to Xynergy
Corporation and affected a 100 to 1 reverse stock-split. A 14C211 was filed to
execute these changes. The name change was due to its expansion into other
markets and acquisitions of other companies. (See Page 6, 1. Business.) As of
June 30, 2003, the Company had 32,930,697 shares outstanding. (See Page 3,
Statement of Shareholder's Equity.)

Item 3.  Defaults Upon Senior Securities
         -------------------------------

Inapplicable.

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

Inapplicable.

Item 5.  Other Information
         -----------------

Inapplicable.

Item 6.  Exhibits and Reports on Form 8K
         -------------------------------

(a) Exhibits

     99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

          8-K filing dated January 23, 2002 reports acquisition of Web Marketing
          Network, Inc.

          8-K filing dated May 2, 2002 reports acquisition of Corporate Space
          Power Industries and Electric Corporation, change in auditors, and
          Amendment to Articles of Incorporation..

          In June, 2002 a Form 8-K and subsequent 8-KA were filed to report the
          change in accountants from Ostrick and Oppenheim to Beutel
          Accountancy.

          Form 8K and subsequent 8-KA were filed on May 2003, reporting
          Xynergy's change in auditor from Todd Beutel to Henry Schiffer, C.P,A.

                                                                               9

<PAGE>


                                   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: August 8, 2003                       By:  /s/ Raquel Zepeda
                                               -------------------------------
                                                     Raquel Zepeda,
                                                     Chief Financial Officer &
                                                     Chairman

                                                                              10

<PAGE>

Certification

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, Chief Executive Officer of Xynergy Corporation, certify that:

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

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a 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 annual report;

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

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: August 8, 2003                       By:  /s/  Raquel Zepeda
                                               -------------------------------
                                                      Raquel Zepeda,
                                                      Chief Executive Officer &
                                                      Chief Financial Officer

                                                                              11