Registration No. 333-_________
As filed with the Securities and Exchange Commission on DECEMBER 9, 2003
                                                        ================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                 AMENDMENT NO. 3

                                       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             15,000,000 (2)             $.011                  $165,000               $13.35

------------------------- ------------------- ------------------------ ----------------------- -------------------
</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 December 8, 2003, a date within five business days prior to the
filing of this registration statement.

(2) These 15,000,000 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") previously registered
16,000,000 shares of 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
Form S-8 Registration Statement filed with the Securities and Exchange
Commission on October 8, 2003, bearing the file number 333-100413 (the "Initial
Registration Statement"). The Registrant registered an additional 10,000,000
shares of Common Stock, par value $.001 per share, under Amendment No. 1 to the
Initial Registration Statement and was filed on September 8, 2003, bearing the
file number 333-108614. Subsequently, the Registrant registered an additional
64,000,000 shares of Common Stock, par value $.001 per share, under Amendment
No. 2 to the Initial Registration Statement (the "Amended Plan") and was filed
on December 5, 2003, bearing the file number 333-110985 (the amendments
collectively are referred to as the "Amended Registration Statement"). The
Initial Registration Statement and the Amended Registration Statements are
referred herein as the "Earlier Registration Statements". This Registration
Statement is being filed to register an additional 15,000,000 shares of Common
Stock of the same class as those for which the Earlier Registration Statements
are effective. Accordingly, pursuant to General Instruction E of Form S-8, the
contents of the Earlier Registration Statements are hereby incorporated herein
by reference.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.           Exhibits.

<TABLE>
<CAPTION>


         Exhibit No.                                             Exhibit
            <S>            <C>
            (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)

</TABLE>

* 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 9th day of December, 2003.

                                           Insynq, Inc.


                                           By:/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.
<TABLE>
<CAPTION>

                  Signature                            Title                        Date
<S>                                            <C>                                 <C>
                                               Chief Executive Officer
/s/ John P. Gorst                              (Principal Executive Officer)
------------------------------------           and Director
John P. Gorst                                                                       December 9, 2003

                                               Chief Administrative Officer,
                                               Secretary and Treasurer,
                                               Principal Accounting Officer,
/s/ M. Carroll Benton                          Principal Financial Officer and
------------------------------------           Director
M. Carroll Benton                                                                   December 9, 2003
</TABLE>







<PAGE>


                                  EXHIBIT INDEX



                                  INSYNQ, INC.


             2002 Directors, Officers and Consultants Stock Option,

                       Stock Warrant and Stock Award Plan

<TABLE>
<CAPTION>

       Exhibit No.                                                   Exhibit
          <S>              <C>
          (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 &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)

</TABLE>




<PAGE>


                                                                      EXHIBIT 5


[GRAPHIC OMITTED]                          FOLEY & LARDNER
                                           100 North Tampa Street, Suite 2700
                                           Tampa, Florida  33602-5810
                                           P.O. Box 3391
                                           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
                December 9, 2003


Insynq, Inc.
1127 Broadway Plaza, Suite 202
Tacoma, WA 98402

Re:  Amendment No. 3 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. 3 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 90,000,000 to 105,000,000 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  15,000,000  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>




     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
                                 -----------------------------------------------
                                 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. 3 to Form S-8 of our report dated August
29, 2003, 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,
2003 and 2002, filed with the Securities and Exchange Commission on September
15, 2003.





                                        Weinberg & Company P.A.
                                        Certified Public Accountants
                                        Boca Raton, Florida
                                        December 9, 2003
[{"type": "S-8", "sequence": "1", "filename": "sopamend3.txt", "description": "2002 SOP AMENDMENT #3", "secsgml_size_bytes": 15192}]
{"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": "333-111027", "film-number": "031045057"}, "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 DECEMBER 9, 2003
                                                        ================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                 AMENDMENT NO. 3

                                       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             15,000,000 (2)             $.011                  $165,000               $13.35

------------------------- ------------------- ------------------------ ----------------------- -------------------
(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 December 8, 2003, a date within five business days prior to the
filing of this registration statement.

(2) These 15,000,000 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") previously registered
16,000,000 shares of 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
Form S-8 Registration Statement filed with the Securities and Exchange
Commission on October 8, 2003, bearing the file number 333-100413 (the "Initial
Registration Statement"). The Registrant registered an additional 10,000,000
shares of Common Stock, par value $.001 per share, under Amendment No. 1 to the
Initial Registration Statement and was filed on September 8, 2003, bearing the
file number 333-108614. Subsequently, the Registrant registered an additional
64,000,000 shares of Common Stock, par value $.001 per share, under Amendment
No. 2 to the Initial Registration Statement (the "Amended Plan") and was filed
on December 5, 2003, bearing the file number 333-110985 (the amendments
collectively are referred to as the "Amended Registration Statement"). The
Initial Registration Statement and the Amended Registration Statements are
referred herein as the "Earlier Registration Statements". This Registration
Statement is being filed to register an additional 15,000,000 shares of Common
Stock of the same class as those for which the Earlier Registration Statements
are effective. Accordingly, pursuant to General Instruction E of Form S-8, the
contents of the Earlier Registration Statements 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 9th day of December, 2003.

                                           Insynq, Inc.

                                           By:/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)
------------------------------------           and Director
John P. Gorst                                                                       December 9, 2003

                                               Chief Administrative Officer,
                                               Secretary and Treasurer,
                                               Principal Accounting Officer,
/s/ M. Carroll Benton                          Principal Financial Officer and
------------------------------------           Director
M. Carroll Benton                                                                   December 9, 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 &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)
EXHIBIT 5

[GRAPHIC OMITTED]                          FOLEY & LARDNER
                                           100 North Tampa Street, Suite 2700
                                           Tampa, Florida  33602-5810
                                           P.O. Box 3391
                                           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
                December 9, 2003

Insynq, Inc.
1127 Broadway Plaza, Suite 202
Tacoma, WA 98402

Re:  Amendment No. 3 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. 3 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 90,000,000 to 105,000,000 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  15,000,000  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.
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
                                 -----------------------------------------------
                                 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. 3 to Form S-8 of our report dated August
29, 2003, 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,
2003 and 2002, filed with the Securities and Exchange Commission on September
15, 2003.

                                        Weinberg & Company P.A.
                                        Certified Public Accountants
                                        Boca Raton, Florida
                                        December 9, 2003