As filed with the Securities and Exchange Commission on May 5, 2006
                                           Registration Number: 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                             INSEQ CORPORATION
              -------------------------------------------------
             (Exact name of Registrant as specified in Charter)


         Delaware                                       20-3148296
   -----------------------------------------------------------------------
   (State of Incorporation)                  (I.R.S. Employer I.D. Number)

            535 West 34th Street, Suite 203, New York, NY 10001
            ---------------------------------------------------
                 (Address of Principal Executive Offices)

                     2006 STOCK AND STOCK OPTION PLAN
                     --------------------------------
                           (Full Title of Plan)

                               KEVIN KREISLER
                              Inseq Corporation
                      535 West 34th Street, Suite 203
                             New York, NY 10001
                               (646) 792-2634
         ---------------------------------------------------------
         (Name, Address and Telephone Number of Agent for Service)

                                  Copy to:
                             ROBERT BRANTL, ESQ.
                              322 Fourth Street
                             Brooklyn, NY 11215
                               (718) 768-6045

                     CALCULATION OF REGISTRATION FEE

                                     Proposed      Proposed
                                     Maximum       Maximum
                                     Offering      Aggregate    Amount of
Title of        Amount to            Price         Offering     Registration
Securities      be Registered (1)    Per Share (2) Price (2)    Fee
-----------------------------------------------------------------------------
Common Stock,   600,000,000 shares   $0.0047    $2,820,000     $301.74
 $.001 par value

______________________________________________________________

(1)  This Registration Statement also covers an indeterminable number of
     additional shares that may be issued as a result of an adjustment in the
     shares in the event of a stock split, stock dividend or similar capital
     adjustment, as required  by the Plan.
(2)  The price stated is estimated solely for purposes of calculation of the
     registration fee and is the product resulting from multiplying 600,000,000
     shares by $0.0047, the closing price of shares of the Common Stock on the
     OTC Bulletin Board on May 4, 2006.

<PAGE>
                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

Item 3.    Incorporation of Documents by Reference.

     Inseq Corporation is incorporating by reference the following
documents previously filed with the Securities and Exchange Commission:

     (a)   Inseq's Annual Report on Form 10-KSB for the year ended
           December 31, 2005;

     (b)   the description of Inseq Common Stock contained in its
           Registration Statement on Form SB-2 (No. 333-49166).

     Inseq is also incorporating by reference all documents hereafter
filed by Inseq pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold.

Item 4.    Description of Securities.

     Not Applicable.

Item 5.    Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to Inseq, has passed upon the validity
of the shares registered pursuant to this Registration Statement.  Mr.
Brantl holds no interest in the securities of Inseq.

Item 6.    Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by
him in connection with such action, suit or proceeding, if such party acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful as determined in accordance with the statute, and
except that with respect to any action which results in a judgment against
the person and in favor of the corporation the corporation may not
indemnify unless a court determines that the person is fairly and
reasonably entitled to the indemnification. Section 145 further provides
that indemnification shall be provided if the party in question is
successful on the merits.

<PAGE>

     Our certificate of incorporation provides that members of our board
of directors are protected against personal liability to the fullest extent
permitted by Delaware corporate law.  Delaware corporate law permits a
Delaware corporation to eliminate the personal liability of its directors
for monetary damages for breach of fiduciary duty, except for breaches of
the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct, improper payment of dividends, or transactions in
which the director derived an improper personal benefit.

     Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provision or otherwise, we have been advised that,
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.

Item 7.    Exemption from Registration Claimed.

     Not applicable.

Item 8.    Exhibits.

4.1  2006 Stock and Stock Option Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
     Exhibit 5.


Item 9.    Undertakings.

     Inseq 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 include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

<PAGE>

     (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;

     (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) 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 this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of Inseq pursuant to the provisions of the Delaware General
Corporation Law or otherwise, Inseq has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by Inseq of expenses incurred or paid by a director, officer or
controlling person of Inseq 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, Inseq 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 by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>

                            REOFFER PROSPECTUS

                            INSEQ CORPORATION

                    600,000,000 Shares of Common Stock

     The shares are being offered by persons who are officers, directors or
otherwise control persons of Inseq Corporation.  They acquired the shares
from Inseq, either as the recipients of grants of stock or by exercising
stock options issued to them by Inseq.

     The selling shareholders intend to sell the shares into the public
market from time to time.  The shareholders will negotiate with the market
makers for Inseq common stock to determine the prices for each sale.  They
expect each sale price to be near to the market price at the time of the sale.

     Inseq common stock is listed for trading on the OTC Bulletin Board
under the trading symbol "INSQ.OB."

     PURCHASE OF INSEQ COMMON STOCK INVOLVES SUBSTANTIAL RISK.  PLEASE
SEE "RISK FACTORS," WHICH BEGINS ON PAGE 2.

     Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus.  Any representation
to the contrary is a criminal offense.

                            Inseq Corporation
                     535 West 34th Street, Suite 203
                           New York, NY 10001
                              646-792-2634



                THE DATE OF THIS PROSPECTUS IS MAY 5, 2006

<PAGE>

                           TABLE OF CONTENTS

RISK FACTORS................................................-2-

SELLING SHAREHOLDERS........................................-6-

OTHER AVAILABLE INFORMATION.................................-6-

INDEMNIFICATION.............................................-7-

                              RISK FACTORS

     You should carefully consider the risks described below before buying
our common stock.  If any of the risks described below actually occurs,
that event could cause the trading price of our common stock to decline,
and you could lose all or part of your investment.

THERE IS SUBSTANTIAL DOUBT CONCERNING OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

INSEQ incurred a loss of $1,876,262 during the twelve months ended December
31, 2005, and INSEQ had approximately $156,868 in cash at December 31,
2005.  These matters raise substantial doubt about INSEQ's ability to
continue as a going concern.  Management's plans include raising additional
proceeds from debt and equity transactions and completing strategic
acquisitions.

THE ISSUANCE OF SHARES UNDER OUR AGREEMENTS WITH CORNELL AND HIGHGATE COULD
INCREASE OUR OUTSTANDING SHARES BY OVER 15%.

While Cornell and Highgate are subject to restrictions on conversion of
their respective debentures limiting their ownership to 9.9% of our common
stock, upon default the Cornell and Highgate Debentures could be converted
into 740,000,000 shares at the market price on December 31, 2005. The
issuance of these shares would dilute the interest of our current
shareholders by over 15%.

THE CONVERSION OF OUR CONVERTIBLE DEBENTURES, THE EXERCISE OF OUR
OUTSTANDING WARRANTS AND OPTIONS AND INSEQ'S VARIOUS ANTI-DILUTION AND
PRICE-PROTECTION AGREEMENTS COULD CAUSE THE MARKET PRICE OF OUR COMMON
STOCK TO FALL, AND MAY HAVE DILUTIVE AND OTHER EFFECTS ON OUR EXISTING
STOCKHOLDERS.

The conversion of our outstanding convertible debentures (including the
Cornell Debenture and Highgate Debenture), and the exercise of our
outstanding warrants and options could result in the issuance of up to
740,000,000 shares of common stock, assuming all outstanding warrants and
options are currently exercisable.  Such issuances would reduce the
percentage of ownership of our existing common stockholders and could,
among other things, depress the price of our common stock.  This result
could detrimentally affect our ability to raise additional equity capital.
In addition, the sale of these additional shares of common stock may cause
the market price of our stock to decrease.

                                    -2-
<PAGE>

WE MAY BE UNABLE TO SATISFY OUR CURRENT DEBTS.

Our total liabilities as of December 31, 2005 were $3,588,756. We cannot
afford to pay these amounts out of our operating cash flows and our ability
to operate will be significantly impaired if we cannot reduce the Cornell
and Highgate debt with registered stock.

WE LACK CAPITAL TO FUND OUR OPERATIONS.

During the twelve months ended December 31, 2005 our operations used
$477,862 in cash. In addition, during those twelve months we were required
to make payments on some of our outstanding debts. Loans from some of our
shareholders and the issuance of convertible debentures funded both the cash
shortfall from operations and our debt service. Those individuals may not
be able to continue to fund our operations or our debt service.

OUR OPERATIONS WILL SUFFER IF WE ARE UNABLE TO MANAGE OUR RAPID GROWTH.

We are currently experiencing a period of rapid growth through internal
expansion and strategic acquisitions. This growth has placed, and could
continue to place, a significant strain on our management, personnel and
other resources.  Our ability to grow will require us to effectively manage
our collaborative arrangements and to continue to improve our operational,
management, and financial systems and controls, and to successfully train,
motivate and manage our employees. If we are unable to effectively manage
our growth, we may not realize the expected benefits of such growth, and
such failure could result in lost sales opportunities, lost business,
difficulties operating our assets and could therefore significantly impair
our financial condition.

WE MAY HAVE DIFFICULTY INTEGRATING OUR RECENT ACQUISITIONS INTO OUR
EXISTING OPERATIONS.

Acquisitions will involve the integration of companies that have previously
operated independently from us, with focuses on different geographical
areas.  We may not be able to fully integrate the operations of these
companies without encountering difficulties or experiencing the loss of key
employees or customers of such companies. In addition, we may not realize
the benefits expected from such integration.

OUR USE OF PERCENTAGE OF COMPLETION ACCOUNTING COULD RESULT IN A REDUCTION
OR ELIMINATION OF PREVIOUSLY REPORTED PROFITS.

A substantial portion of our revenues are recognized using the percentage-
of-completion method of accounting. This method of accounting results in us
recognizing contract revenue and earnings over the term of a contract in
the same periodic proportions as we incur costs relating to the contract.
Earnings are recognized periodically, based upon our estimate of contract
revenues and costs, except that a loss on a contract is recognized in full
as soon as we determine that it will occur. Since the future reality may
differ from our estimates, there is with each contract a risk that actual
earnings may be less than our estimate. In that event, we are required to
record an elimination of previously recognized earnings.

                                    -3-
<PAGE>

WE WILL BE UNABLE TO SERVICE OUR CUSTOMERS UNLESS WE CAN CONTINUE TO RETAIN
TOP QUALITY SUBCONTRACTORS AND EQUIPMENT MANUFACTURERS AT FAVORABLE PRICES.

We rely on third party subcontractors and equipment manufacturers to
complete our projects. The quality and timeliness of the services and
equipment they provide determines, in part, the quality of our work product
and our resulting reputation in the industry. In addition, if the amount we
are required to pay for their services and equipment exceeds the amount we
have calculated in bidding for a fixed-price contract, we will lose money
on the contract. If we are unable to maintain relationships with
subcontractors and manufacturers who will fill our requirements at a
favorable price, our business will suffer.

OUR FAILURE TO ATTRACT QUALIFIED ENGINEERS AND MANAGEMENT PERSONNEL COULD
HINDER OUR SUCCESS.

Our ability to attract and retain qualified engineers and other
professional personnel when we need them will be a major factor in
determining our future success. There is a very competitive market for
individuals with advanced engineering training, and we are not assured of
being able to retain the personnel we will need.

KEY PERSONNEL ARE CRITICAL TO OUR BUSINESS AND OUR FUTURE SUCCESS DEPENDS
ON OUR ABILITY TO RETAIN THEM.

Our success depends on the contributions of our key management,
environmental and engineering personnel.  The loss of these officers could
result in lost sales opportunities, lost business, difficulties operating
our assets, difficulties raising additional funds and could therefore
significantly impair our financial condition. Our future success depends on
our ability to retain and expand our staff of qualified personnel,
including environmental technicians, sales personnel and engineers. Without
qualified personnel, we may incur delays in rendering our services or be
unable to render certain services. We may not be successful in our efforts
to attract and retain qualified personnel as their availability is limited
due to the demand of hazardous waste management services and the highly
competitive nature of the hazardous waste management industry.  We do not
maintain key person insurance on any of our employees, officers or
directors.

SOME OF OUR EXISTING STOCKHOLDERS CAN EXERT CONTROL OVER US AND MAY NOT
MAKE DECISIONS THAT FURTHER THE BEST INTERESTS OF ALL STOCKHOLDERS.

Our officers, directors and principal stockholders (greater that 5%
stockholders) together control 100% of our outstanding Series A preferred
stock and 100% of our Series C preferred stock.  The preferred shares are
convertible into 80% of our Common Stock.  As a result, these stockholders,
if they act individually or together, may exert a significant degree of
influence over our management and affairs and over matters requiring
stockholder approval, including the election of directors and approval of

                                    -4-
<PAGE>


significant corporate transactions.  In addition, this concentration of
ownership may delay or prevent a change in control of us and might affect
the market price of our common stock, even when a change in control may be
in the best interest of all stockholders.  Furthermore, the interests of
this concentration of ownership may not always coincide with our interests
or the interests of other stockholders and accordingly, they could cause us
to enter into transactions or agreements which we would not otherwise
consider.

INSEQ IS NOT LIKELY TO HOLD ANNUAL SHAREHOLDER MEETINGS IN THE NEXT FEW
YEARS.

Delaware corporation law provides that members of the board of directors
retain authority to act until they are removed or replaced at a meeting of
the shareholders. A shareholder may petition the Delaware Court of Chancery
to direct that a shareholders meeting be held. But absent such a legal
action, the board has no obligation to call a shareholders meeting. Unless
a shareholders meeting is held, the existing directors elect directors to
fill any vacancy that occurs on the board of directors. The shareholders,
therefore, have no control over the constitution of the board of directors,
unless a shareholders meeting is held. Management does not expect to hold
annual meetings of shareholders in the next few years, due to the expense
involved.  Kevin Kreisler and James L. Grainer, who are currently the sole
directors of INSEQ were appointed to that position by the previous
directors. If other directors are added to the Board in the future, it is
likely that Mr. Kreisler and Mr. Grainer will appoint them. As a result,
the shareholders of INSEQ will have no effective means of exercising
control over the operations of INSEQ.

INVESTING IN OUR STOCK IS HIGHLY SPECULATIVE AND YOU COULD LOSE SOME OR ALL
OF YOUR INVESTMENT.

The value of our common stock may decline and may be affected by numerous
market conditions, which could result in the loss of some or the entire
amount invested in our stock.  The securities markets frequently experience
extreme price and volume fluctuations that affect market prices for
securities of companies generally and very small capitalization companies
such as us in particular.

THE VOLATILITY OF THE MARKET FOR INSEQ COMMON STOCK MAY PREVENT A
SHAREHOLDER FROM OBTAINING A FAIR PRICE FOR HIS SHARES.

The common stock of INSEQ is quoted on the OTC Bulletin Board. It is
impossible to say that the market price on any given day reflects the fair
value of INSEQ, since the price sometimes moves up or down by 50% or more
in a week's time. A shareholder in INSEQ who wants to sell his shares,
therefore, runs the risk that at the time he wants to sell, the market
price may be much less than the price he would consider to be fair.

                                    -5-
<PAGE>

OUR COMMON STOCK QUALIFIES AS A "PENNY STOCK" UNDER SEC RULES WHICH MAY
MAKE IT MORE DIFFICULT FOR OUR STOCKHOLDERS TO RESELL THEIR SHARES OF OUR
COMMON STOCK.

Our common stock trades on the OTC Bulletin Board.  As a result, the
holders of our common stock may find it more difficult to obtain accurate
quotations concerning the market value of the stock.  Stockholders also may
experience greater difficulties in attempting to sell the stock than if it
were listed on a stock exchange or quoted on the NASDAQ National Market or
the NASDAQ Small-Cap Market.  Because our common stock does not trade on a
stock exchange or on the NASDAQ National Market or the NASDAQ Small-Cap
Market, and the market price of the common stock is less than $5.00 per
share, the common stock qualifies as a "penny stock." SEC Rule 15g-9 under
the Securities Exchange Act of 1934 imposes additional sales practice
requirements on broker-dealers that recommend the purchase or sale of penny
stocks to persons other than those who qualify as an "established customer"
or an "accredited investor."  This includes the requirement that a broker-
dealer must make a determination on the appropriateness of investments in
penny stocks for the customer and must make special disclosures to the
customer concerning the risks of penny stocks.  Application of the penny
stock rules to our common stock affects the market liquidity of the shares,
which in turn may affect the ability of holders of our common stock to
resell the stock.

ONLY A SMALL PORTION OF THE INVESTMENT COMMUNITY WILL PURCHASE "PENNY
STOCKS" SUCH AS OUR COMMON STOCK.

INSEQ common stock is defined by the SEC as a "penny stock" because it
trades at a price less than $5.00 per share. INSEQ common stock also meets
most common definitions of a "penny stock," since it trades for less than
$1.00 per share. Many brokerage firms will discourage their customers from
purchasing penny stocks, and even more brokerage firms will not recommend a
penny stock to their customers. Most institutional investors will not
invest in penny stocks. In addition, many individual investors will not
consider a purchase of a penny stock due, among other things, to the
negative reputation that attends the penny stock market. As a result of
this widespread disdain for penny stocks, there will be a limited market
for INSEQ common stock as long as it remains a "penny stock." This
situation may limit the liquidity of your shares.

                           SELLING SHAREHOLDERS

     The table below contains information regarding the individuals
who are using this prospectus to offer common shares.

                              Shares                 Shares       Percentage
                              Owned      Number of   Owned        of Class
Selling                       Before     Shares      After        Held After
Shareholder       Position    Offering   Offered     Offering     Offering
----------------------------------------------------------------------------

                                    -6-
<PAGE>

                       OTHER AVAILABLE INFORMATION

     Inseq Corporation is incorporating by reference the following
documents previously filed with the Securities and Exchange Commission:

     (a)   Inseq's Annual Report on Form 10-KSB for the year ended
           December 31, 2005;

     (b)   the description of Inseq Common Stock contained in its
           Registration Statement on Form SB-2 (No.  333-49166).

     Inseq is also incorporating by reference all documents hereafter
filed by Inseq pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold.

     Upon written request, Inseq will provide to each person, including
any beneficial owner, to whom this prospectus is delivered a copy of any
and all information that has been incorporated into this prospectus by
reference.  We will provide the information at no cost to the person who
requests it. Any such request should be made to James L. Grainer, Inseq
Corporation, 535 West 34th Street, Suite 203, New York, NY 10001.

     Inseq files with the Securities and Exchange Commission annual,
quarterly and current reports, proxy statements and other information,
which may assist you in understanding our company.   In addition, we have
filed a registration statement on Form S-8, including exhibits, with
respect to the shares to be sold in the offering.

     You may read and copy the registration statement or any reports,
statements or other information that we file at the Commission's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  Please call
the Commission at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room. Our Commission filings, including the
registration statement, are also available to you on the Commission's Web
site at http://WWW.SEC.GOV.

                              INDEMNIFICATION

     Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation to provide indemnification to a director,
officer, employee or agent of the corporation, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if such
party acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful as determined in accordance with the statute, and
except that with respect to any action which results in a judgment against
the person and in favor of the corporation the corporation may not
indemnify unless a court determines that the person is fairly and
reasonably entitled to the indemnification. Section 145 further provides
that indemnification shall be provided if the party in question is
successful on the merits.
                                    -7-
<PAGE>

     Our certificate of incorporation provides that members of our board
of directors are protected against personal liability to the fullest extent
permitted by Delaware corporate law.  Delaware corporate law permits a
Delaware corporation to eliminate the personal liability of its directors
for monetary damages for breach of fiduciary duty, except for breaches of
the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct, improper payment of dividends, or transactions in
which the director derived an improper personal benefit.

     Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provision or otherwise, we have been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.

                    *       *       *       *       *

                               SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Inseq
Corporation certifies that 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 New York and the State of New
York on the 5th day of May, 2006.

                                      INSEQ CORPORATION

                                      By:/s/ Kevin Kreisler
                                      ---------------------------------------
                                      Kevin Kreisler, Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities indicated on May 5, 2006.


/s/ Kevin Kreisler
----------------------------
Kevin Kreisler, Director,
 Chief Executive Officer

/s/ James L. Grainer
----------------------------
James L. Grainer, Director,
 Chief Financial Officer,
 Chief Accounting Officer
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As filed with the Securities and Exchange Commission on May 5, 2006
                                           Registration Number: 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                             INSEQ CORPORATION
              -------------------------------------------------
             (Exact name of Registrant as specified in Charter)

         Delaware                                       20-3148296
   -----------------------------------------------------------------------
   (State of Incorporation)                  (I.R.S. Employer I.D. Number)

            535 West 34th Street, Suite 203, New York, NY 10001
            ---------------------------------------------------
                 (Address of Principal Executive Offices)

                     2006 STOCK AND STOCK OPTION PLAN
                     --------------------------------
                           (Full Title of Plan)

                               KEVIN KREISLER
                              Inseq Corporation
                      535 West 34th Street, Suite 203
                             New York, NY 10001
                               (646) 792-2634
         ---------------------------------------------------------
         (Name, Address and Telephone Number of Agent for Service)

                                  Copy to:
                             ROBERT BRANTL, ESQ.
                              322 Fourth Street
                             Brooklyn, NY 11215
                               (718) 768-6045

                     CALCULATION OF REGISTRATION FEE

                                     Proposed      Proposed
                                     Maximum       Maximum
                                     Offering      Aggregate    Amount of
Title of        Amount to            Price         Offering     Registration
Securities      be Registered (1)    Per Share (2) Price (2)    Fee
-----------------------------------------------------------------------------
Common Stock,   600,000,000 shares   $0.0047    $2,820,000     $301.74
 $.001 par value

______________________________________________________________

(1)  This Registration Statement also covers an indeterminable number of
     additional shares that may be issued as a result of an adjustment in the
     shares in the event of a stock split, stock dividend or similar capital
     adjustment, as required  by the Plan.
(2)  The price stated is estimated solely for purposes of calculation of the
     registration fee and is the product resulting from multiplying 600,000,000
     shares by $0.0047, the closing price of shares of the Common Stock on the
     OTC Bulletin Board on May 4, 2006.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

Item 3.    Incorporation of Documents by Reference.

     Inseq Corporation is incorporating by reference the following
documents previously filed with the Securities and Exchange Commission:

     (a)   Inseq's Annual Report on Form 10-KSB for the year ended
           December 31, 2005;

     (b)   the description of Inseq Common Stock contained in its
           Registration Statement on Form SB-2 (No. 333-49166).

     Inseq is also incorporating by reference all documents hereafter
filed by Inseq pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold.

Item 4.    Description of Securities.

     Not Applicable.

Item 5.    Interests of Named Experts and Counsel.

     Robert Brantl, Esq., counsel to Inseq, has passed upon the validity
of the shares registered pursuant to this Registration Statement.  Mr.
Brantl holds no interest in the securities of Inseq.

Item 6.    Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by
him in connection with such action, suit or proceeding, if such party acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful as determined in accordance with the statute, and
except that with respect to any action which results in a judgment against
the person and in favor of the corporation the corporation may not
indemnify unless a court determines that the person is fairly and
reasonably entitled to the indemnification. Section 145 further provides
that indemnification shall be provided if the party in question is
successful on the merits.
Our certificate of incorporation provides that members of our board
of directors are protected against personal liability to the fullest extent
permitted by Delaware corporate law.  Delaware corporate law permits a
Delaware corporation to eliminate the personal liability of its directors
for monetary damages for breach of fiduciary duty, except for breaches of
the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct, improper payment of dividends, or transactions in
which the director derived an improper personal benefit.

     Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provision or otherwise, we have been advised that,
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.

Item 7.    Exemption from Registration Claimed.

     Not applicable.

Item 8.    Exhibits.

4.1  2006 Stock and Stock Option Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
     Exhibit 5.

Item 9.    Undertakings.

     Inseq 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 include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(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) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) 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 this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of Inseq pursuant to the provisions of the Delaware General
Corporation Law or otherwise, Inseq has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by Inseq of expenses incurred or paid by a director, officer or
controlling person of Inseq 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, Inseq 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 by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
REOFFER PROSPECTUS

                            INSEQ CORPORATION

                    600,000,000 Shares of Common Stock

     The shares are being offered by persons who are officers, directors or
otherwise control persons of Inseq Corporation.  They acquired the shares
from Inseq, either as the recipients of grants of stock or by exercising
stock options issued to them by Inseq.

     The selling shareholders intend to sell the shares into the public
market from time to time.  The shareholders will negotiate with the market
makers for Inseq common stock to determine the prices for each sale.  They
expect each sale price to be near to the market price at the time of the sale.

     Inseq common stock is listed for trading on the OTC Bulletin Board
under the trading symbol "INSQ.OB."

     PURCHASE OF INSEQ COMMON STOCK INVOLVES SUBSTANTIAL RISK.  PLEASE
SEE "RISK FACTORS," WHICH BEGINS ON PAGE 2.

     Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus.  Any representation
to the contrary is a criminal offense.

                            Inseq Corporation
                     535 West 34th Street, Suite 203
                           New York, NY 10001
                              646-792-2634

                THE DATE OF THIS PROSPECTUS IS MAY 5, 2006
TABLE OF CONTENTS

RISK FACTORS................................................-2-

SELLING SHAREHOLDERS........................................-6-

OTHER AVAILABLE INFORMATION.................................-6-

INDEMNIFICATION.............................................-7-

                              RISK FACTORS

     You should carefully consider the risks described below before buying
our common stock.  If any of the risks described below actually occurs,
that event could cause the trading price of our common stock to decline,
and you could lose all or part of your investment.

THERE IS SUBSTANTIAL DOUBT CONCERNING OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

INSEQ incurred a loss of $1,876,262 during the twelve months ended December
31, 2005, and INSEQ had approximately $156,868 in cash at December 31,
2005.  These matters raise substantial doubt about INSEQ's ability to
continue as a going concern.  Management's plans include raising additional
proceeds from debt and equity transactions and completing strategic
acquisitions.

THE ISSUANCE OF SHARES UNDER OUR AGREEMENTS WITH CORNELL AND HIGHGATE COULD
INCREASE OUR OUTSTANDING SHARES BY OVER 15%.

While Cornell and Highgate are subject to restrictions on conversion of
their respective debentures limiting their ownership to 9.9% of our common
stock, upon default the Cornell and Highgate Debentures could be converted
into 740,000,000 shares at the market price on December 31, 2005. The
issuance of these shares would dilute the interest of our current
shareholders by over 15%.

THE CONVERSION OF OUR CONVERTIBLE DEBENTURES, THE EXERCISE OF OUR
OUTSTANDING WARRANTS AND OPTIONS AND INSEQ'S VARIOUS ANTI-DILUTION AND
PRICE-PROTECTION AGREEMENTS COULD CAUSE THE MARKET PRICE OF OUR COMMON
STOCK TO FALL, AND MAY HAVE DILUTIVE AND OTHER EFFECTS ON OUR EXISTING
STOCKHOLDERS.

The conversion of our outstanding convertible debentures (including the
Cornell Debenture and Highgate Debenture), and the exercise of our
outstanding warrants and options could result in the issuance of up to
740,000,000 shares of common stock, assuming all outstanding warrants and
options are currently exercisable.  Such issuances would reduce the
percentage of ownership of our existing common stockholders and could,
among other things, depress the price of our common stock.  This result
could detrimentally affect our ability to raise additional equity capital.
In addition, the sale of these additional shares of common stock may cause
the market price of our stock to decrease.

                                    -2-
WE MAY BE UNABLE TO SATISFY OUR CURRENT DEBTS.

Our total liabilities as of December 31, 2005 were $3,588,756. We cannot
afford to pay these amounts out of our operating cash flows and our ability
to operate will be significantly impaired if we cannot reduce the Cornell
and Highgate debt with registered stock.

WE LACK CAPITAL TO FUND OUR OPERATIONS.

During the twelve months ended December 31, 2005 our operations used
$477,862 in cash. In addition, during those twelve months we were required
to make payments on some of our outstanding debts. Loans from some of our
shareholders and the issuance of convertible debentures funded both the cash
shortfall from operations and our debt service. Those individuals may not
be able to continue to fund our operations or our debt service.

OUR OPERATIONS WILL SUFFER IF WE ARE UNABLE TO MANAGE OUR RAPID GROWTH.

We are currently experiencing a period of rapid growth through internal
expansion and strategic acquisitions. This growth has placed, and could
continue to place, a significant strain on our management, personnel and
other resources.  Our ability to grow will require us to effectively manage
our collaborative arrangements and to continue to improve our operational,
management, and financial systems and controls, and to successfully train,
motivate and manage our employees. If we are unable to effectively manage
our growth, we may not realize the expected benefits of such growth, and
such failure could result in lost sales opportunities, lost business,
difficulties operating our assets and could therefore significantly impair
our financial condition.

WE MAY HAVE DIFFICULTY INTEGRATING OUR RECENT ACQUISITIONS INTO OUR
EXISTING OPERATIONS.

Acquisitions will involve the integration of companies that have previously
operated independently from us, with focuses on different geographical
areas.  We may not be able to fully integrate the operations of these
companies without encountering difficulties or experiencing the loss of key
employees or customers of such companies. In addition, we may not realize
the benefits expected from such integration.

OUR USE OF PERCENTAGE OF COMPLETION ACCOUNTING COULD RESULT IN A REDUCTION
OR ELIMINATION OF PREVIOUSLY REPORTED PROFITS.

A substantial portion of our revenues are recognized using the percentage-
of-completion method of accounting. This method of accounting results in us
recognizing contract revenue and earnings over the term of a contract in
the same periodic proportions as we incur costs relating to the contract.
Earnings are recognized periodically, based upon our estimate of contract
revenues and costs, except that a loss on a contract is recognized in full
as soon as we determine that it will occur. Since the future reality may
differ from our estimates, there is with each contract a risk that actual
earnings may be less than our estimate. In that event, we are required to
record an elimination of previously recognized earnings.

                                    -3-
WE WILL BE UNABLE TO SERVICE OUR CUSTOMERS UNLESS WE CAN CONTINUE TO RETAIN
TOP QUALITY SUBCONTRACTORS AND EQUIPMENT MANUFACTURERS AT FAVORABLE PRICES.

We rely on third party subcontractors and equipment manufacturers to
complete our projects. The quality and timeliness of the services and
equipment they provide determines, in part, the quality of our work product
and our resulting reputation in the industry. In addition, if the amount we
are required to pay for their services and equipment exceeds the amount we
have calculated in bidding for a fixed-price contract, we will lose money
on the contract. If we are unable to maintain relationships with
subcontractors and manufacturers who will fill our requirements at a
favorable price, our business will suffer.

OUR FAILURE TO ATTRACT QUALIFIED ENGINEERS AND MANAGEMENT PERSONNEL COULD
HINDER OUR SUCCESS.

Our ability to attract and retain qualified engineers and other
professional personnel when we need them will be a major factor in
determining our future success. There is a very competitive market for
individuals with advanced engineering training, and we are not assured of
being able to retain the personnel we will need.

KEY PERSONNEL ARE CRITICAL TO OUR BUSINESS AND OUR FUTURE SUCCESS DEPENDS
ON OUR ABILITY TO RETAIN THEM.

Our success depends on the contributions of our key management,
environmental and engineering personnel.  The loss of these officers could
result in lost sales opportunities, lost business, difficulties operating
our assets, difficulties raising additional funds and could therefore
significantly impair our financial condition. Our future success depends on
our ability to retain and expand our staff of qualified personnel,
including environmental technicians, sales personnel and engineers. Without
qualified personnel, we may incur delays in rendering our services or be
unable to render certain services. We may not be successful in our efforts
to attract and retain qualified personnel as their availability is limited
due to the demand of hazardous waste management services and the highly
competitive nature of the hazardous waste management industry.  We do not
maintain key person insurance on any of our employees, officers or
directors.

SOME OF OUR EXISTING STOCKHOLDERS CAN EXERT CONTROL OVER US AND MAY NOT
MAKE DECISIONS THAT FURTHER THE BEST INTERESTS OF ALL STOCKHOLDERS.

Our officers, directors and principal stockholders (greater that 5%
stockholders) together control 100% of our outstanding Series A preferred
stock and 100% of our Series C preferred stock.  The preferred shares are
convertible into 80% of our Common Stock.  As a result, these stockholders,
if they act individually or together, may exert a significant degree of
influence over our management and affairs and over matters requiring
stockholder approval, including the election of directors and approval of

                                    -4-
significant corporate transactions.  In addition, this concentration of
ownership may delay or prevent a change in control of us and might affect
the market price of our common stock, even when a change in control may be
in the best interest of all stockholders.  Furthermore, the interests of
this concentration of ownership may not always coincide with our interests
or the interests of other stockholders and accordingly, they could cause us
to enter into transactions or agreements which we would not otherwise
consider.

INSEQ IS NOT LIKELY TO HOLD ANNUAL SHAREHOLDER MEETINGS IN THE NEXT FEW
YEARS.

Delaware corporation law provides that members of the board of directors
retain authority to act until they are removed or replaced at a meeting of
the shareholders. A shareholder may petition the Delaware Court of Chancery
to direct that a shareholders meeting be held. But absent such a legal
action, the board has no obligation to call a shareholders meeting. Unless
a shareholders meeting is held, the existing directors elect directors to
fill any vacancy that occurs on the board of directors. The shareholders,
therefore, have no control over the constitution of the board of directors,
unless a shareholders meeting is held. Management does not expect to hold
annual meetings of shareholders in the next few years, due to the expense
involved.  Kevin Kreisler and James L. Grainer, who are currently the sole
directors of INSEQ were appointed to that position by the previous
directors. If other directors are added to the Board in the future, it is
likely that Mr. Kreisler and Mr. Grainer will appoint them. As a result,
the shareholders of INSEQ will have no effective means of exercising
control over the operations of INSEQ.

INVESTING IN OUR STOCK IS HIGHLY SPECULATIVE AND YOU COULD LOSE SOME OR ALL
OF YOUR INVESTMENT.

The value of our common stock may decline and may be affected by numerous
market conditions, which could result in the loss of some or the entire
amount invested in our stock.  The securities markets frequently experience
extreme price and volume fluctuations that affect market prices for
securities of companies generally and very small capitalization companies
such as us in particular.

THE VOLATILITY OF THE MARKET FOR INSEQ COMMON STOCK MAY PREVENT A
SHAREHOLDER FROM OBTAINING A FAIR PRICE FOR HIS SHARES.

The common stock of INSEQ is quoted on the OTC Bulletin Board. It is
impossible to say that the market price on any given day reflects the fair
value of INSEQ, since the price sometimes moves up or down by 50% or more
in a week's time. A shareholder in INSEQ who wants to sell his shares,
therefore, runs the risk that at the time he wants to sell, the market
price may be much less than the price he would consider to be fair.

                                    -5-
OUR COMMON STOCK QUALIFIES AS A "PENNY STOCK" UNDER SEC RULES WHICH MAY
MAKE IT MORE DIFFICULT FOR OUR STOCKHOLDERS TO RESELL THEIR SHARES OF OUR
COMMON STOCK.

Our common stock trades on the OTC Bulletin Board.  As a result, the
holders of our common stock may find it more difficult to obtain accurate
quotations concerning the market value of the stock.  Stockholders also may
experience greater difficulties in attempting to sell the stock than if it
were listed on a stock exchange or quoted on the NASDAQ National Market or
the NASDAQ Small-Cap Market.  Because our common stock does not trade on a
stock exchange or on the NASDAQ National Market or the NASDAQ Small-Cap
Market, and the market price of the common stock is less than $5.00 per
share, the common stock qualifies as a "penny stock." SEC Rule 15g-9 under
the Securities Exchange Act of 1934 imposes additional sales practice
requirements on broker-dealers that recommend the purchase or sale of penny
stocks to persons other than those who qualify as an "established customer"
or an "accredited investor."  This includes the requirement that a broker-
dealer must make a determination on the appropriateness of investments in
penny stocks for the customer and must make special disclosures to the
customer concerning the risks of penny stocks.  Application of the penny
stock rules to our common stock affects the market liquidity of the shares,
which in turn may affect the ability of holders of our common stock to
resell the stock.

ONLY A SMALL PORTION OF THE INVESTMENT COMMUNITY WILL PURCHASE "PENNY
STOCKS" SUCH AS OUR COMMON STOCK.

INSEQ common stock is defined by the SEC as a "penny stock" because it
trades at a price less than $5.00 per share. INSEQ common stock also meets
most common definitions of a "penny stock," since it trades for less than
$1.00 per share. Many brokerage firms will discourage their customers from
purchasing penny stocks, and even more brokerage firms will not recommend a
penny stock to their customers. Most institutional investors will not
invest in penny stocks. In addition, many individual investors will not
consider a purchase of a penny stock due, among other things, to the
negative reputation that attends the penny stock market. As a result of
this widespread disdain for penny stocks, there will be a limited market
for INSEQ common stock as long as it remains a "penny stock." This
situation may limit the liquidity of your shares.

                           SELLING SHAREHOLDERS

     The table below contains information regarding the individuals
who are using this prospectus to offer common shares.

                              Shares                 Shares       Percentage
                              Owned      Number of   Owned        of Class
Selling                       Before     Shares      After        Held After
Shareholder       Position    Offering   Offered     Offering     Offering
----------------------------------------------------------------------------

                                    -6-
OTHER AVAILABLE INFORMATION

     Inseq Corporation is incorporating by reference the following
documents previously filed with the Securities and Exchange Commission:

     (a)   Inseq's Annual Report on Form 10-KSB for the year ended
           December 31, 2005;

     (b)   the description of Inseq Common Stock contained in its
           Registration Statement on Form SB-2 (No.  333-49166).

     Inseq is also incorporating by reference all documents hereafter
filed by Inseq pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold.

     Upon written request, Inseq will provide to each person, including
any beneficial owner, to whom this prospectus is delivered a copy of any
and all information that has been incorporated into this prospectus by
reference.  We will provide the information at no cost to the person who
requests it. Any such request should be made to James L. Grainer, Inseq
Corporation, 535 West 34th Street, Suite 203, New York, NY 10001.

     Inseq files with the Securities and Exchange Commission annual,
quarterly and current reports, proxy statements and other information,
which may assist you in understanding our company.   In addition, we have
filed a registration statement on Form S-8, including exhibits, with
respect to the shares to be sold in the offering.

     You may read and copy the registration statement or any reports,
statements or other information that we file at the Commission's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  Please call
the Commission at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room. Our Commission filings, including the
registration statement, are also available to you on the Commission's Web
site at http://WWW.SEC.GOV.

                              INDEMNIFICATION

     Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation to provide indemnification to a director,
officer, employee or agent of the corporation, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if such
party acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful as determined in accordance with the statute, and
except that with respect to any action which results in a judgment against
the person and in favor of the corporation the corporation may not
indemnify unless a court determines that the person is fairly and
reasonably entitled to the indemnification. Section 145 further provides
that indemnification shall be provided if the party in question is
successful on the merits.
                                    -7-
Our certificate of incorporation provides that members of our board
of directors are protected against personal liability to the fullest extent
permitted by Delaware corporate law.  Delaware corporate law permits a
Delaware corporation to eliminate the personal liability of its directors
for monetary damages for breach of fiduciary duty, except for breaches of
the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct, improper payment of dividends, or transactions in
which the director derived an improper personal benefit.

     Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provision or otherwise, we have been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.

                    *       *       *       *       *

                               SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Inseq
Corporation certifies that 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 New York and the State of New
York on the 5th day of May, 2006.

                                      INSEQ CORPORATION

                                      By:/s/ Kevin Kreisler
                                      ---------------------------------------
                                      Kevin Kreisler, Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities indicated on May 5, 2006.

/s/ Kevin Kreisler
----------------------------
Kevin Kreisler, Director,
 Chief Executive Officer

/s/ James L. Grainer
----------------------------
James L. Grainer, Director,
 Chief Financial Officer,
 Chief Accounting Officer