Registration No. 333-_________
As filed with the Securities and Exchange Commission on SEPTEMBER 8, 2003
                                                        =================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                 AMENDMENT NO. 1

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                  INSYNQ, INC.
             (Exact name of registrant as specified in its charter)
        NEVADA                                                 22-3894506
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                          Identification No.)

                         1127 BROADWAY PLAZA, SUITE 202
                                TACOMA, WA 98402
                    (Address of principal executive offices)

             2002 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION,
                       STOCK WARRANT AND STOCK AWARD PLAN
                            (Full title of the plan)

           John P. Gorst                                Copy to:
      Chief Executive Officer
    1127 Broadway Plaza, Suite 202                 Russell T. Alba, Esquire
            Tacoma, WA 98402                           Foley & Lardner
             (253) 284-2000                   100 North Tampa Street, Suite 2700
   (Name, address and telephone number,              Tampa, Florida 33602
including area code, of agent for service)             (813) 229-2300
                           --------------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

------------------------- ------------------- ------------------------ ----------------------- -------------------
<S>                       <C>                   <C>                      <C>                     <C>
                          PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES TO       AMOUNT TO BE       OFFERING PRICE PER       AGGREGATE OFFERING        AMOUNT OF
     BE REGISTERED            REGISTERED               SHARE                 PRICE (1)           REGISTRATION FEE
Common Stock,
$.001 par value             10,000,000 (2)              $.018                 $180,000                $14.56

------------------------- ------------------- ------------------------ ----------------------- -------------------
</table>

<page>
(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 2, 2003,  a date within five  business  days prior to the
filing of this registration statement.

(2) These 10,000,000 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 Form
S-8 registration statement filed on October 8, 2002, bearing SEC File No.
333-100413.




<PAGE>



                           INCORPORATION BY REFERENCE

                                       OF

                         EARLIER REGISTRATION STATEMENT

                  Insynq,  Inc. (the  "Registrant")  has  previously  registered
16,000,000  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 (the "Plan").  The registration of such shares was effected
on a  Registration  Statement on Form S-8 filed with the Securities and Exchange
Commission on October 8, 2002,  bearing the file number 333-100413 (the "Earlier
Registration Statement"). This Registration Statement is being filed to register
an  additional  10,000,000  securities  of the same class as those for which the
Earlier Registration  Statement is effective.  Accordingly,  pursuant to General
Instruction  E of Form S-8, the contents of the Earlier  Registration  Statement
are hereby incorporated herein by reference.




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8.           EXHIBITS.



         EXHIBIT NO.                                             EXHIBIT

(4.1)  2002 Directors, Officers and Consultants Stock Option, Stock Warrant and
-----  Stock Award Plan*

(5)    Opinion of Foley & Lardner
----

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

(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
-----

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



* Previously filed.


<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 8th day of September, 2003.

                                        INSYNQ, INC.


                                        BY:
                                            JOHN 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)
--------------------------    and Director
John P. Gorst                                                  September 8, 2003


                             Chief Administrative  Officer,
                             Secretary and Treasurer,
                             Principal Accounting Officer,
                             Principal Financial Officer
/s/ M. Carroll Benton        and Director
-------------------------
M. Carroll Benton                                              September 8, 2003


/s/ David D. Selmon          Director
------------------------
David D. Selmon                                                September 8, 2003






<PAGE>


                                  EXHIBIT INDEX



                                  INSYNQ, INC.


             2002 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION,

                       STOCK WARRANT AND STOCK AWARD PLAN


       EXHIBIT NO.                                                   EXHIBIT

(4.1)   2002 Directors, Officers and Consultants Stock Option, Stock Warrant and
-----   Stock Award Plan*

(5)     Opinion of Foley & Lardner
----

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

(23.2)  Consent of Foley & Lardner (contained in Exhibit 5 hereto)
-----

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

<PAGE>
[GRAPHIC OMITTED]




                                                                      EXHIBIT 5




                                             FOLEY & LARDNER
                                             100 North Tampa Street, Suite 2700
                                             Tampa, Florida  33602-5810
                                             P.O. Box 3391
             September 8, 2003               Tampa, Florida  33601-3391
                                             813.229.2300 TEL
                                             813.221.4210  FAX
                                             www.foleylardner.com

                                             WRITER'S DIRECT LINE
                                             813.225.4135
                                             ralba@foleylaw.com Email

                                             CLIENT/MATTER NUMBER
                                             999100-0100
Insynq, Inc.
1127 Broadway Plaza, Suite 202
Tacoma, WA 98402

Re:  Amendment No. 1 to the Form S-8 Registration Statement Relating to Insynq,
     Inc. 2002 Directors, Officers and Consultants Stock Option, Stock Warrant
     and Stock Award Plan

Ladies & Gentlemen:

                  We  have  acted  as  counsel  for  Insynq,   Inc.,   a  Nevada
corporation (the "Company"), in connection with the preparation of Amendment No.
1 to the Form S-8 Registration  Statement (the  "Registration  Statement") to be
filed by the Company  with the  Securities  and  Exchange  Commission  under the
Securities  Act of 1933,  as amended  (the  "Securities  Act"),  relating to the
increase in the number of shares  authorized  under the plan from  16,000,000 to
26,000,000 shares of the Company's Common Stock,  $.001 par value per share (the
"Common  Stock"),  which may be issued pursuant to the 2002 Directors,  Officers
and Consultants  Stock Option,  Stock Warrant and Stock Award Plan (the "Plan").
This  opinion  letter  is  rendered  pursuant  to  Item 8 of Form  S-8 and  Item
601(b)(3) of Regulation  S-K. The additional  10,000,000  shares of Common Stock
issuable pursuant to the Plan are referred to herein as the "Shares."

                  We have  examined  and  are  familiar  with  the  Articles  of
Incorporation  of the Company  filed with the Secretary of State of the State of
Nevada,  Bylaws of the  Company,  proceedings  of the Board of  Directors of the
Company in connection  with the adoption of the Plan, and such other records and
documents  of the  Company,  certificates  of public  officials  and such  other
documents as we have deemed appropriate as a basis for the opinions set forth in
this opinion letter.

                  Based on the  foregoing,  it is our opinion that the Shares of
common stock covered by the Registration  Statement and to be issued pursuant to
the Plan,  when issued in accordance  with the terms and conditions of the Plan,
will be duly and validly issued, fully paid and nonassessable.

                  We have, with your permission,  assumed that the provisions of
the Nevada Revised Statutes are  substantially  the same as the Florida Business
Corporation  Act with  respect to the  subject  matter of this  opinion.  We are
licensed  to  practice  law in the State of Florida and express no opinion as to
any laws other than those of the State of Florida  and the  federal  laws of the
United States of America.



<PAGE>










r
--------------------------------------------------------------------------------
BRUSSELS    DETROIT          MILWAUKEE     SAN DIEGO           TAMPA
CHICAGO     JACKSONVILLE     ORLANDO       SAN DIEGO/DEL MAR   TOKYO
DENVER      LOS ANGELES      SACRAMENTO    SAN FRANCISCO       WASHINGTON, D.C.
            MADISON                        TALLAHASSEE         WEST PALM BEACH
--------------------------------------------------------------------------------
<PAGE>
[GRAPHIC OMITTED]


Insynq, Inc.
September 8, 2003
Page 2


                  This  opinion  letter is provided to you for your  benefit and
for the benefit of the Securities and Exchange Commission,  in each case, solely
with  regard to the  Registration  Statement,  may be relied upon by you and the
Commission only in connection with the  Registration  Statement,  and may not be
relied  upon by any  other  person or for any other  purpose  without  our prior
written consent. We hereby consent to the inclusion of this opinion as Exhibit 5
in the Registration  Statement.  In giving this consent, we do not thereby admit
that we come within the  category  of persons  whose  consent is required  under
Section 7 of the Securities Act of 1933, as amended, or the rules or regulations
of the Commission promulgated thereunder.








                              FOLEY & LARDNER



                              By:  /s/
                                   ------------------------------------------
                                  Russell T. Alba


RTA/mtv

<PAGE>


                                                                    Exhibit 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



TO: Insynq, Inc.

We  hereby  consent  to  the   incorporation   by  reference  in  the  foregoing
Registration  Statement  on  Amendment  No.1 to  Form  S-8 of our  report  dated
September  6,  2002,  relating  to the  financial  statements  of  Insynq,  Inc.
appearing in the Insynq,  Inc. Annual Report on Form 10-KSB for the fiscal years
ended May 31, 2002 and 2001,  filed with the Securities and Exchange  Commission
on September 23, 2002.






/s/ Weinberg & Company P.A.
Weinberg & Company P.A.
Certified Public Accountants


Boca Raton, Florida
September 8, 2003
[{"type": "S-8", "sequence": "1", "filename": "s8sop.txt", "description": "INSYNQ 2002 SOP", "secsgml_size_bytes": 14448}]
{"company-data": {"conformed-name": "INSYNQ INC", "cik": "0000914626", "assigned-sic": "7990", "irs-number": "223894506", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108614", "film-number": "03886563"}, "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 SEPTEMBER 8, 2003
                                                        =================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                 AMENDMENT NO. 1

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                  INSYNQ, INC.
             (Exact name of registrant as specified in its charter)
        NEVADA                                                 22-3894506
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                          Identification No.)

                         1127 BROADWAY PLAZA, SUITE 202
                                TACOMA, WA 98402
                    (Address of principal executive offices)

             2002 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION,
                       STOCK WARRANT AND STOCK AWARD PLAN
                            (Full title of the plan)

           John P. Gorst                                Copy to:
      Chief Executive Officer
    1127 Broadway Plaza, Suite 202                 Russell T. Alba, Esquire
            Tacoma, WA 98402                           Foley & Lardner
             (253) 284-2000                   100 North Tampa Street, Suite 2700
   (Name, address and telephone number,              Tampa, Florida 33602
including area code, of agent for service)             (813) 229-2300
                           --------------------------
CALCULATION OF REGISTRATION FEE

------------------------- ------------------- ------------------------ ----------------------- -------------------
PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES TO       AMOUNT TO BE       OFFERING PRICE PER       AGGREGATE OFFERING        AMOUNT OF
     BE REGISTERED            REGISTERED               SHARE                 PRICE (1)           REGISTRATION FEE
Common Stock,
$.001 par value             10,000,000 (2)              $.018                 $180,000                $14.56

------------------------- ------------------- ------------------------ ----------------------- -------------------
(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 2, 2003,  a date within five  business  days prior to the
filing of this registration statement.

(2) These 10,000,000 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 Form
S-8 registration statement filed on October 8, 2002, bearing SEC File No.
333-100413.
INCORPORATION BY REFERENCE

                                       OF

                         EARLIER REGISTRATION STATEMENT

                  Insynq,  Inc. (the  "Registrant")  has  previously  registered
16,000,000  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 (the "Plan").  The registration of such shares was effected
on a  Registration  Statement on Form S-8 filed with the Securities and Exchange
Commission on October 8, 2002,  bearing the file number 333-100413 (the "Earlier
Registration Statement"). This Registration Statement is being filed to register
an  additional  10,000,000  securities  of the same class as those for which the
Earlier Registration  Statement is effective.  Accordingly,  pursuant to General
Instruction  E of Form S-8, the contents of the Earlier  Registration  Statement
are hereby incorporated herein by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.           EXHIBITS.

         EXHIBIT NO.                                             EXHIBIT

(4.1)  2002 Directors, Officers and Consultants Stock Option, Stock Warrant and
-----  Stock Award Plan*

(5)    Opinion of Foley & Lardner
----

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

(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
-----

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

* Previously filed.
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 8th day of September, 2003.

                                        INSYNQ, INC.

                                        BY:
                                            JOHN 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)
--------------------------    and Director
John P. Gorst                                                  September 8, 2003

                             Chief Administrative  Officer,
                             Secretary and Treasurer,
                             Principal Accounting Officer,
                             Principal Financial Officer
/s/ M. Carroll Benton        and Director
-------------------------
M. Carroll Benton                                              September 8, 2003

/s/ David D. Selmon          Director
------------------------
David D. Selmon                                                September 8, 2003
EXHIBIT INDEX

                                  INSYNQ, INC.

             2002 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION,

                       STOCK WARRANT AND STOCK AWARD PLAN

       EXHIBIT NO.                                                   EXHIBIT

(4.1)   2002 Directors, Officers and Consultants Stock Option, Stock Warrant and
-----   Stock Award Plan*

(5)     Opinion of Foley & Lardner
----

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

(23.2)  Consent of Foley & Lardner (contained in Exhibit 5 hereto)
-----

(24)    Power of Attorney relating to subsequent amendments (included on the
----    signature page to this Registration Statement)
[GRAPHIC OMITTED]

                                                                      EXHIBIT 5

                                             FOLEY & LARDNER
                                             100 North Tampa Street, Suite 2700
                                             Tampa, Florida  33602-5810
                                             P.O. Box 3391
             September 8, 2003               Tampa, Florida  33601-3391
                                             813.229.2300 TEL
                                             813.221.4210  FAX
                                             www.foleylardner.com

                                             WRITER'S DIRECT LINE
                                             813.225.4135
                                             ralba@foleylaw.com Email

                                             CLIENT/MATTER NUMBER
                                             999100-0100
Insynq, Inc.
1127 Broadway Plaza, Suite 202
Tacoma, WA 98402

Re:  Amendment No. 1 to the Form S-8 Registration Statement Relating to Insynq,
     Inc. 2002 Directors, Officers and Consultants Stock Option, Stock Warrant
     and Stock Award Plan

Ladies & Gentlemen:

                  We  have  acted  as  counsel  for  Insynq,   Inc.,   a  Nevada
corporation (the "Company"), in connection with the preparation of Amendment No.
1 to the Form S-8 Registration  Statement (the  "Registration  Statement") to be
filed by the Company  with the  Securities  and  Exchange  Commission  under the
Securities  Act of 1933,  as amended  (the  "Securities  Act"),  relating to the
increase in the number of shares  authorized  under the plan from  16,000,000 to
26,000,000 shares of the Company's Common Stock,  $.001 par value per share (the
"Common  Stock"),  which may be issued pursuant to the 2002 Directors,  Officers
and Consultants  Stock Option,  Stock Warrant and Stock Award Plan (the "Plan").
This  opinion  letter  is  rendered  pursuant  to  Item 8 of Form  S-8 and  Item
601(b)(3) of Regulation  S-K. The additional  10,000,000  shares of Common Stock
issuable pursuant to the Plan are referred to herein as the "Shares."

                  We have  examined  and  are  familiar  with  the  Articles  of
Incorporation  of the Company  filed with the Secretary of State of the State of
Nevada,  Bylaws of the  Company,  proceedings  of the Board of  Directors of the
Company in connection  with the adoption of the Plan, and such other records and
documents  of the  Company,  certificates  of public  officials  and such  other
documents as we have deemed appropriate as a basis for the opinions set forth in
this opinion letter.

                  Based on the  foregoing,  it is our opinion that the Shares of
common stock covered by the Registration  Statement and to be issued pursuant to
the Plan,  when issued in accordance  with the terms and conditions of the Plan,
will be duly and validly issued, fully paid and nonassessable.

                  We have, with your permission,  assumed that the provisions of
the Nevada Revised Statutes are  substantially  the same as the Florida Business
Corporation  Act with  respect to the  subject  matter of this  opinion.  We are
licensed  to  practice  law in the State of Florida and express no opinion as to
any laws other than those of the State of Florida  and the  federal  laws of the
United States of America.
r
--------------------------------------------------------------------------------
BRUSSELS    DETROIT          MILWAUKEE     SAN DIEGO           TAMPA
CHICAGO     JACKSONVILLE     ORLANDO       SAN DIEGO/DEL MAR   TOKYO
DENVER      LOS ANGELES      SACRAMENTO    SAN FRANCISCO       WASHINGTON, D.C.
            MADISON                        TALLAHASSEE         WEST PALM BEACH
--------------------------------------------------------------------------------
[GRAPHIC OMITTED]

Insynq, Inc.
September 8, 2003
Page 2

                  This  opinion  letter is provided to you for your  benefit and
for the benefit of the Securities and Exchange Commission,  in each case, solely
with  regard to the  Registration  Statement,  may be relied upon by you and the
Commission only in connection with the  Registration  Statement,  and may not be
relied  upon by any  other  person or for any other  purpose  without  our prior
written consent. We hereby consent to the inclusion of this opinion as Exhibit 5
in the Registration  Statement.  In giving this consent, we do not thereby admit
that we come within the  category  of persons  whose  consent is required  under
Section 7 of the Securities Act of 1933, as amended, or the rules or regulations
of the Commission promulgated thereunder.

                              FOLEY & LARDNER

                              By:  /s/
                                   ------------------------------------------
                                  Russell T. Alba

RTA/mtv
Exhibit 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

TO: Insynq, Inc.

We  hereby  consent  to  the   incorporation   by  reference  in  the  foregoing
Registration  Statement  on  Amendment  No.1 to  Form  S-8 of our  report  dated
September  6,  2002,  relating  to the  financial  statements  of  Insynq,  Inc.
appearing in the Insynq,  Inc. Annual Report on Form 10-KSB for the fiscal years
ended May 31, 2002 and 2001,  filed with the Securities and Exchange  Commission
on September 23, 2002.

/s/ Weinberg & Company P.A.
Weinberg & Company P.A.
Certified Public Accountants

Boca Raton, Florida
September 8, 2003