Registration No. 333-_________
As filed with the Securities and Exchange Commission on February 3, 2005




                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                         POST EFFECTIVE AMENDMENT NO. 5

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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


                                  INSYNQ, INC.
                                     NEVADA
                             IRS ID NO.: 22-3894506

                         1127 BROADWAY PLAZA, SUITE 202
                                TACOMA, WA 98402


             2002 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION,
                       STOCK WARRANT AND STOCK AWARD PLAN

         John P. Gorst                         Copy to:
         Chief Executive Officer               de Castro & Mayer, LLP
         1127 Broadway Plaza, Suite 202        Attorneys At Law
         Tacoma, WA 98402                      2550 Fifth Ave, Suite 520
         (253) 284-2000                        San Diego, CA 92103
                                               (619) 702-8690




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


TITLE OF SECURITIES        PROPOSED MAXIMUM          PROPOSED MAXIMUM           AGGREGATE      AMOUNT OF
TO BE REGISTERED           AMOUNT TO BE              OFFERING PRICE             OFFERING       REGISTRATION
                           REGISTERED                PER SHARE                  PRICE (1)      FEE
Common Stock,
<C>                        <C>                       <C>                        <C>                <C>
$0.001 par value           40,000,000 (2)            $0.0065                    $260,000           $30.60
</TABLE>


1.  This  calculation  is  made  solely  for the  purposes  of  determining  the
registration  fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933,  as amended,  and is  calculated on the basis of the average of the
high and low prices per share of the common  stock  reported on the OTC Bulletin
Board as of September  24, 2004, a date within five  business  days prior to the
filing of this registration statement.

2. These 40,000,000  shares represent  additional  shares for issuance under the
Registrant's  2002  Directors,  Officers and  Consultants  Stock  Option,  Stock
Warrant  and Stock  Award  Plan,  originally  the  subject  of the  Registrant's
Registration  Statement  on Form S-8 filed on October 8, 2002,  bearing SEC File
No.:  333-100413 and amended pursuant to Post Effective Amendment No. 1 filed on
September 8, 2003, bearing SEC File No.:  333-108614,  Post Effective  Amendment
No. 2 filed  on  December  5,  2003,  bearing  SEC File  No.:  333-110985,  Post
Effective  Amendment  No. 3 filed on  December  9, 2003,  bearing  SEC File No.:
333-111027  and Post  Effective  Amendment  No. 4 filed on  September  27,  2004
bearing SEC File No.: 333-119315.






<PAGE>


                           INCORPORATION BY REFERENCE

                                       OF

                         EARLIER REGISTRATION STATEMENTS

Insynq,  Inc.  (the  "Registrant")  has  previously  registered  an aggregate of
144,799,244  shares of its Common Stock, par value $.001 per share, for issuance
under its 2002 Directors,  Officers and Consultants Stock Option,  Stock Warrant
and Stock Award Plan as Amended (the  "Plan").  The  registration  of an initial
16,000,000  shares was  effected on a  Registration  Statement on Form S-8 filed
with the  Securities  and  Exchange  Commission  on  October  8,  2002,  bearing
Commission file number 333-100413 (the "Initial  Registration  Statement").  The
Registrant registered additional securities of the same class as those for which
the Initial Registration Statement was effective as follows:
<TABLE>
<CAPTION>
Amendment No.        Date Filed             Shares Registered                  Commission File No. 333-
-------------        ----------             -----------------                  ------------------------
     <S>             <C>                        <C>                                     <C>
     1               09/08/2003                 10,000,000                              108614
     2               12/05/2003                 64,000,000                              110985
     3               12/09/2003                 15,000,000                              111027
     4               09/27/2004                 39,799,244*                             119315
</TABLE>


*On July 16, 2004, the Registrant effected a 50-for-1 reverse stock split; under
the terms of the  Plan,  the  number  shares of the  Registrant's  common  stock
subject  thereto was reduced to 200,756 shares.  Registrant  amended the Plan on
September  28, 2004 to increase the number of shares to  50,000,000,  of which a
total of 40,000,000  (200,756 + 39,799,244)  shares were registered.  On January
18,  2005,  the Plan was amended to increase the number of shares in the Plan to
80,000,000. This Registration Statement is being filed to register an additional
40,000,000 shares of the same class as those for which the Initial  Registration
Statement and Additional  Registration  Statements  are effective.  Accordingly,
pursuant  to General  Instruction  E of Form S-8,  the  contents  of the Earlier
Registration  Statement  and the  Additional  Registration  Statement are hereby
incorporated herein by reference.

Amendments 1, 2, 3 and 4 are referred to herein as the "Additional Registration
Statements."




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8                     EXHIBITS


EXHIBIT NO.       EXHIBIT

4.1 Amended 2002 Directors, Officers and Consultants Stock Option, Stock Warrant
and Stock Award Plan (previously filed on September 27, 2004 as part of
Registration Statement # 333-119315)

4.2     Amendment # 1 to Amended  2002 Directors, Officers and Consultants Stock
        Option, Stock Warrant and Stock Award Plan

5       Opinion of de Castro & Mayer, LLP

23.1    Consent of Weinberg and Company, P.A., Certified Public Accountants

23.2    Consent of de Castro & Mayer, LLP (contained in Exhibit 5 hereto)

24      Power of Attorney relating to subsequent amendments (included on the
        signature page to this Registration Statement)





<PAGE>


                                   SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Tacoma, and State of Washington,  on this 3rd day of
February 2005.

                                            INSYNQ, INC.



                                            /s/ John P. Gorst
                                            JOHN P. GORST
                                            CHIEF EXECUTIVE OFFICER



<PAGE>


                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints John Gorst his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, for him and in his, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or either of
them, may lawfully do or cause to be done by virtue hereof.


<TABLE>
<CAPTION>

SIGNATURE                           TITLE                               DATE

<S>                                 <C>                                 <C>
                                    Chief Executive Officer
/s/ John P. Gorst                   (Principal Executive Officer)       February 3, 2005
--------------------------          and Director
John P. Gorst


                                    Chief Administrative Officer,
                                    Secretary and Treasurer,
/s/ M. Carroll Benton               Principal Accounting Officer,       February 3, 2005
-------------------------           Principal Financial Officer
M. Carroll Benton                   and Director

</TABLE>






<PAGE>



                                  EXHIBIT INDEX


                                  INSYNQ, INC.


             2002 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION,

                       STOCK WARRANT AND STOCK AWARD PLAN




EXHIBIT NO.                         EXHIBIT

4.1    Amended 2002 Directors, Officers and consultants Stock Option, Stock
       Warrant and Stock Award Plan (previously filed on September 27, 2004
       as part of Registration Statement #333-119315)

4.2    Amendment #2 to the Amended 2002 Directors, Officers and
       Consultants Stock Option, Stock Warrant and Stock Award Plan

5      Opinion of de Castro & Mayer, LLP

23.1   Consent of Weinberg and Company, P.A., Certified Public Accountants

23.2   Consent of de Castro & Mayer, LLP (contained in Exhibit 5 hereto)

24     Power of Attorney relating to subsequent amendments (included on the
       signature page to this Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "sopamd5.txt", "description": "2002 SOP AMENDMENT #5", "secsgml_size_bytes": 10245}]
{"company-data": {"conformed-name": "INSYNQ INC", "cik": "0000914626", "assigned-sic": "7374", "irs-number": "223894506", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122523", "film-number": "05574405"}, "business-address": {"street1": "1127 BROADWAY PLAZA", "street2": "SUITE #202", "city": "TACOMA", "state": "WA", "zip": "98402", "phone": "2532842000"}, "mail-address": {"street1": "1127 BROADWAY PLAZA", "street2": "SUITE #202", "city": "TACOMA", "state": "WA", "zip": "98402"}, "former-company": [{"former-conformed-name": "XCEL MANAGEMENT INC/UT", "date-changed": "20000107"}, {"former-conformed-name": "PALACE CASINOS INC", "date-changed": "19940330"}, {"former-conformed-name": "MARITIME RESORTS INTERNATIONAL INC /UT/", "date-changed": "19931110"}]}
Registration No. 333-_________
As filed with the Securities and Exchange Commission on February 3, 2005

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                         POST EFFECTIVE AMENDMENT NO. 5

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                  INSYNQ, INC.
                                     NEVADA
                             IRS ID NO.: 22-3894506

                         1127 BROADWAY PLAZA, SUITE 202
                                TACOMA, WA 98402

             2002 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION,
                       STOCK WARRANT AND STOCK AWARD PLAN

         John P. Gorst                         Copy to:
         Chief Executive Officer               de Castro & Mayer, LLP
         1127 Broadway Plaza, Suite 202        Attorneys At Law
         Tacoma, WA 98402                      2550 Fifth Ave, Suite 520
         (253) 284-2000                        San Diego, CA 92103
                                               (619) 702-8690

                         CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES        PROPOSED MAXIMUM          PROPOSED MAXIMUM           AGGREGATE      AMOUNT OF
TO BE REGISTERED           AMOUNT TO BE              OFFERING PRICE             OFFERING       REGISTRATION
                           REGISTERED                PER SHARE                  PRICE (1)      FEE
Common Stock,
$0.001 par value           40,000,000 (2)            $0.0065                    $260,000           $30.60
1.  This  calculation  is  made  solely  for the  purposes  of  determining  the
registration  fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933,  as amended,  and is  calculated on the basis of the average of the
high and low prices per share of the common  stock  reported on the OTC Bulletin
Board as of September  24, 2004, a date within five  business  days prior to the
filing of this registration statement.

2. These 40,000,000  shares represent  additional  shares for issuance under the
Registrant's  2002  Directors,  Officers and  Consultants  Stock  Option,  Stock
Warrant  and Stock  Award  Plan,  originally  the  subject  of the  Registrant's
Registration  Statement  on Form S-8 filed on October 8, 2002,  bearing SEC File
No.:  333-100413 and amended pursuant to Post Effective Amendment No. 1 filed on
September 8, 2003, bearing SEC File No.:  333-108614,  Post Effective  Amendment
No. 2 filed  on  December  5,  2003,  bearing  SEC File  No.:  333-110985,  Post
Effective  Amendment  No. 3 filed on  December  9, 2003,  bearing  SEC File No.:
333-111027  and Post  Effective  Amendment  No. 4 filed on  September  27,  2004
bearing SEC File No.: 333-119315.
INCORPORATION BY REFERENCE

                                       OF

                         EARLIER REGISTRATION STATEMENTS

Insynq,  Inc.  (the  "Registrant")  has  previously  registered  an aggregate of
144,799,244  shares of its Common Stock, par value $.001 per share, for issuance
under its 2002 Directors,  Officers and Consultants Stock Option,  Stock Warrant
and Stock Award Plan as Amended (the  "Plan").  The  registration  of an initial
16,000,000  shares was  effected on a  Registration  Statement on Form S-8 filed
with the  Securities  and  Exchange  Commission  on  October  8,  2002,  bearing
Commission file number 333-100413 (the "Initial  Registration  Statement").  The
Registrant registered additional securities of the same class as those for which
the Initial Registration Statement was effective as follows:
Amendment No.        Date Filed             Shares Registered                  Commission File No. 333-
-------------        ----------             -----------------                  ------------------------
1               09/08/2003                 10,000,000                              108614
     2               12/05/2003                 64,000,000                              110985
     3               12/09/2003                 15,000,000                              111027
     4               09/27/2004                 39,799,244*                             119315
*On July 16, 2004, the Registrant effected a 50-for-1 reverse stock split; under
the terms of the  Plan,  the  number  shares of the  Registrant's  common  stock
subject  thereto was reduced to 200,756 shares.  Registrant  amended the Plan on
September  28, 2004 to increase the number of shares to  50,000,000,  of which a
total of 40,000,000  (200,756 + 39,799,244)  shares were registered.  On January
18,  2005,  the Plan was amended to increase the number of shares in the Plan to
80,000,000. This Registration Statement is being filed to register an additional
40,000,000 shares of the same class as those for which the Initial  Registration
Statement and Additional  Registration  Statements  are effective.  Accordingly,
pursuant  to General  Instruction  E of Form S-8,  the  contents  of the Earlier
Registration  Statement  and the  Additional  Registration  Statement are hereby
incorporated herein by reference.

Amendments 1, 2, 3 and 4 are referred to herein as the "Additional Registration
Statements."

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8                     EXHIBITS

EXHIBIT NO.       EXHIBIT

4.1 Amended 2002 Directors, Officers and Consultants Stock Option, Stock Warrant
and Stock Award Plan (previously filed on September 27, 2004 as part of
Registration Statement # 333-119315)

4.2     Amendment # 1 to Amended  2002 Directors, Officers and Consultants Stock
        Option, Stock Warrant and Stock Award Plan

5       Opinion of de Castro & Mayer, LLP

23.1    Consent of Weinberg and Company, P.A., Certified Public Accountants

23.2    Consent of de Castro & Mayer, LLP (contained in Exhibit 5 hereto)

24      Power of Attorney relating to subsequent amendments (included on the
        signature page to this Registration Statement)
SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Tacoma, and State of Washington,  on this 3rd day of
February 2005.

                                            INSYNQ, INC.

                                            /s/ John P. Gorst
                                            JOHN P. GORST
                                            CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints John Gorst his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, for him and in his, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or either of
them, may lawfully do or cause to be done by virtue hereof.
SIGNATURE                           TITLE                               DATE
Chief Executive Officer
/s/ John P. Gorst                   (Principal Executive Officer)       February 3, 2005
--------------------------          and Director
John P. Gorst

                                    Chief Administrative Officer,
                                    Secretary and Treasurer,
/s/ M. Carroll Benton               Principal Accounting Officer,       February 3, 2005
-------------------------           Principal Financial Officer
M. Carroll Benton                   and Director
EXHIBIT INDEX

                                  INSYNQ, INC.

             2002 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION,

                       STOCK WARRANT AND STOCK AWARD PLAN

EXHIBIT NO.                         EXHIBIT

4.1    Amended 2002 Directors, Officers and consultants Stock Option, Stock
       Warrant and Stock Award Plan (previously filed on September 27, 2004
       as part of Registration Statement #333-119315)

4.2    Amendment #2 to the Amended 2002 Directors, Officers and
       Consultants Stock Option, Stock Warrant and Stock Award Plan

5      Opinion of de Castro & Mayer, LLP

23.1   Consent of Weinberg and Company, P.A., Certified Public Accountants

23.2   Consent of de Castro & Mayer, LLP (contained in Exhibit 5 hereto)

24     Power of Attorney relating to subsequent amendments (included on the
       signature page to this Registration Statement)