United States
Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-QSB/A

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Period Ended November 30, 2001.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Transition Period from ______________________ to
_________________________.

Commission file number 0-22814
---------------

INSYNQ, INC.
---------------

(Exact name of registrant as specified in its charter)

Delaware 74-2964608
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)

1127 Broadway Plaza, Suite 10
Tacoma, Washington 98402
------------------------
(Address of Principal Executive Office)(Zip Code)

Telephone Number (253) 284-2000
-------------------------------
(Registrant's telephone number, including area code)

Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.001 Par Value --- 54,610,766 as of February 8, 2002

2
The purpose of this amendment is to restate the financial statements presented
in the Company's Quarterly Report on Form 10-QSB for the second quarter ended
November 30, 2001, filed January 16, 2002 (the "Original Filing"). In the course
of the review of the financial statements for the second quarter ended November
30, 2001, the Company discovered a material error in its financial statements as
reported in its Original Filing. The following is a summary of the material
error discovered by the Company:

The Company did not recognize a $492,549 discount on convertible debentures
which was equal to the fair market value of warrants issued and the intrinsic
value of the beneficial conversion feature.

As a result of amortizing the discount over the term of the convertible
debentures and reclassifying and adjusting other insignificant estimates and
transactions, net loss decreased $150,623 over the original filing for quarter
ended November 30, 2001.

The Company has taken steps to correct this error and has implemented procedures
to ensure such an error does not recur.

The Company, in its original filing for period ending November 30, 2001,
reported itself as a development stage company. Subsequently, it was determined
that the company has commenced its planned operations and that operating
revenues are being generated. As a result, the Company is no longer considered a
development stage company beginning in the fiscal year 2002.

Any items in the Original Filing not expressly changed herein shall be as set
forth in the Original Filing. All information in this Amendment 1 and the
Original Filing is subject to updating and supplementing as provided in the
Company's periodic reports filed with the Securities and Exchange Commission
subsequent to the date of such reports.

INSYNQ, INC.

INDEX

PAGE
PART I FINANCIAL INFORMATION 4
ITEM 1 Financial Statements of Insynq, Inc. 4

Balance Sheets - Restated as of November 30, 2001 4
(unaudited) and May 31, 2001 (a development stage
company)

Statements of Operations - Restated for the three 5
months and six months ended November 30, 2001 (unaudited)
and 2000 (a development stage company)

Statement of Stockholders' Deficit - Restated for 6
the three months ended November 30, 2001 (unaudited)

Statements of Cash Flows - Restated for the six months 8
ended November 30, 2001 (unaudited) and 2000
(a development stage company)

Notes to the Financial Statements - Restated 9

Item 2 Management's Discussion and Analysis of Financial 13
Condition of Results of Operations

PART II OTHER INFORMATION 19
ITEM 6 Exhibits and Reports on Form 8-K 19
Signatures 20

4
PART I

ITEM I FINANCIAL STATEMENTS

Insynq, Inc.

Balance Sheets - Restated

----------------------------
November 30, May 31,
2001 2001
-----------------------------
(a development
(unaudited) stage company)
-----------------------------

ASSETS
Current assets
Cash ................................................... $ 135,366 $ 26,900
Accounts receivable, net of allowance for doubtful ..... 45,723 27,469
accounts of $25,000
Related party receivables .............................. 64,304 98,990
Prepaid expenses ....................................... 51,170 61,962
------------ ------------
Total current assets ....................................... 296,563 215,321

Property and equipment, net ................................ 596,148 756,493

Other assets
Intangible assets, net ................................. 39,585 52,585
Deposits ............................................... 7,345 72,000
------------ ------------
Total assets ................................. $ 939,641 $ 1,096,399
============ ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Notes payable .......................................... $ 21,150 $ 27,973
Related party notes payable ............................ 1,368,457 1,318,251
Accounts payable ....................................... 1,076,736 1,001,395
Accrued liabilities .................................... 1,241,023 1,129,695
Customer deposits ...................................... 38,972 49,684
Deferred compensation .................................. 118,363 107,175
Current portion of capital lease obligations ........... 753,385 692,208
------------ ------------

Total current liabilities .................................. 4,618,086 4,326,381

Capital lease obligations, net of current portion .......... 15,787 29,256
Convertible debentures, net of discount of $810,890 ........ 352,360 -

Commitments and contingencies .............................. - -

Stockholders' deficit
Preferred stock, $0.001 par value, 10,000,000 shares ... - -
authorized, no shares issued and outstanding
Class A common stock, $0.001 par value, 10,000,000 ..... - -
shares authorized, no shares issued and outstanding
Common stock, $0.001 par value, 250,000,000 shares ..... 43,985 33,532
authorized, 43,984,044 and 33,531,094 shares issued
and outstanding as of November 30, 2001 and May 31,
2001, respectively
Additional paid-in capital ............................. 17,107,599 15,430,507
Unearned compensation and services ..................... (336,440) (725,717)
Accumulated deficit .................................... (20,861,736) (17,997,560)
------------ ------------
Total stockholders' deficit ................................ (4,046,592) (3,259,238)
------------ ------------
Total liabilities and stockholders' deficit ..... $ 939,641 $ 1,096,399
============ ============

The accompanying notes are an integral part of these financial statements.

5
Insynq, Inc.

Statements of Operations - Restated
(unaudited)

Three months ended Six months ended
November 30, November 30,
-------------------------- --------------------------
2001 2000 2001 2000
(a development (a development
stage company) stage company)
-------- ----------- ----------- -----------

REVENUES .................... $ 227,729 $ 106,171 $ 422,294 $ 173,933

COSTS AND EXPENSES
Direct cost of services .. 338,534 270,228 658,401 616,966
Network and infrastructure
costs .................. 3,458 41,767 32,785 79,182
Selling, general and
administrative
Non-cash compensation .. 261,974 535,802 778,642 1,183,602
Other .................. 538,409 1,839,992 1,264,407 3,377,891
Research and development . 36,250 71,824 95,231 142,508
------ ------ ------ -------
1,178,625 2,759,613 2,829,466 5,400,149
--------- --------- --------- ---------

Loss from operations ........ (950,896) (2,653,442) (2,407,172) (5,226,216)

OTHER EXPENSE (INCOME)
Other income (expense) ... 79,857 - 116,634 566
Gain (loss) from disposal
of assets ............... 1,285 - (45,612) -
Interest expense
Non-cash ................. (243,416) (3,166,570) (347,394) (3,692,747)
Other .................... (94,168) (21,812) (180,632) (56,925)
------- --------- -------- ---------
(256,442) (3,188,382) (457,004) (3,749,106)
------- --------- -------- ---------

NET LOSS .................... $ (1,207,338) $ (5,841,824) $ (2,864,176) $ (8,975,322)
============ ============ ============ ============

Net loss per share, basic and
diluted ................... $ (0.03) $ (0.29) $ (0.08) $ (0.42)
============ ============ ============ ============

The accompanying notes are an integral part of these financial statements.

Insynq, Inc.

Statement of Stockholders' Deficit - Restated
(unaudited)

Additional Unearned Total
Common Stock Paid-In Compensation Accumulated Stockholders'
Shares Amount Capital and Services Deficit Deficit
---------- ---------- ------------ ------------- ------------- -------------

Balance, May 31, 2001 (a development 33,531,094 $33,532 $15,430,507 $(725,717) $(17,997,560) $(3,259,238)
stage company)

Issuance of common stock at $0.10 per 20,000 20 1,980 - - 2,000
share through the exercise of stock
options in June 2001 in lieu of
accounts payable

Issuance of common stock at $0.09 per 399,354 399 35,543 - - 35,942
share through the exercise of stock
options in June 2001 in lieu of
employee compensation and accrued
liabilities

Issuance of common stock at $0.09 per 355,556 356 31,644 - - 32,000
share through the exercise of stock
options in June 2001 for cash

Issuance of common stock at $0.09 per 2,125,000 2,125 189,125 (180,000) - 11,250
share to non-employees for services
in July 2001

Issuance of common stock at $0.18 per 50,000 50 8,950 - - 9,000
share through exercise of stock
options to non-employee in lieu of
cash payment of accrued liabilities
in July 2001

Issuance of common stock at $0.07 per 250,000 250 17,250 - - 17,500
share through exercise of stock
options in July 2001 in lieu of
employee compensation

Issuance of common stock at $0.06 per 633,926 634 37,401 - - 38,035
share through exercise of stock
options in August 2001 in lieu of
employee compensation

Adjustment as a result of re-pricing - - 107,803 - - 107,803
of warrants in June 2001

Allocation of discount on convertible - - 650,000 - - 650,000
debentures with warrants and
beneficial conversion feature

Amortization of unearned compensation - - - 356,493 - 356,493
for three month period ended August
31, 2001

Net loss for the three month period - - - - (1,656,838) (1,656,838)
ended August 31, 2001
---------- ------- ------------ ---------- ------------- ------------
Balance, August 31, 2001 37,364,930 $37,366 $ 16,510,203 $(549,224) $(19,654,398) $(3,656,053)
========== ======= ============ ========== ============= ============

Continued

7
Insynq, Inc.

Statement of Stockholders' Deficit - Restated - Continued
(unaudited)

Balance, August 31, 2001 37,364,930 $37,366 $16,510,203 $(549,224) $(19,654,398) $ (3,656,053)

Warrants issued in September 2001 with - - 17,500 - - 17,500
exercise price of $0.07 per share in
lieu of payment of note payable and
accrued liabilities

Issuance of common stock at $0.02 per 468,750 469 8,906 - - 9,375
share in October 2001 through
conversion of debentures

Issuance of common stock at $0.125 per 14,104 14 1,749 - - 1,763
share in October 2001 through
exercise of warrants

Issuance of common stock at $0.01 per 937,500 937 8,438 - - 9,375
share in October 2001 through
conversion of debentures

Issuance of common stock at $0.05 per 380,650 381 18,652 - - 19,033
share through exercise of stock
options in September and October
2001 in lieu of employee compensation

Issuance of common stock at $0.02 per 25,000 25 475 - - 500
share through exercise of stock
options in October in lieu of
employee compensation

Issuance of common stock at $0.005 per 3,600,000 3,600 14,400 - - 18,000
share in November 2001 through
conversion of debentures

Issuance of common stock at $0.028 to 300,000 300 14,000 - - 14,300
$0.065 per share from September
through November 2001 for non-
employee services

Issuance of common stock at $0.125 per 14,104 14 1,749 - - 1,763
share in November 2001 through the
exercise of warrants

Issuance of common stock at $0.025 per 614,300 614 14,743 - - 15,357
share in November 2001 through
exercise of stock options
in lieu of employee compensation

Issuance of common stock at $0.017 per 264,706 265 4,235 - - 4,500
share in November 2001 through
exercise of stock options in lieu
of payment of accrued liabilities

Allocation of discount on convertible - - 492,549 - - 492,549
debentures with warrants and
beneficial conversion feature

Amortization of unearned compensation - - - 212,784 - 212,784
for the three-months ended November
30, 2001

Net loss for the three-months ended - - - - (1,207,338) (1,207,338)
November 30, 2001 ---------- ------- ----------- --------- ------------- -------------
Balance, November 30, 2001 43,984,044 $43,985 $17,107,599 $(336,440) $(20,861,736) $ (4,046,592)
========== ======= =========== ========= ============= =============

The accompany notes are an integral part of this financial statement.

8
Insynq, Inc.

Statements of Cash Flows - Restated
(unaudited)

Six Months Ended
November 30,
--------------------
2001 2000
---- ----
(a development
stage company)
-------------

Increase (Decrease) in Cash

Cash flows from operating activities

Net loss ..................................................... $ (2,864,176) $ (8,975,322)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization ............................ 122,697 136,638
Loss on disposal of assets ............................... 121,648 -
Gain on forgiveness of debts ............................. (113,610) -
Issuance of common stock for services .................... 96,381 489,746
Issuance of options and warrants for services, and
amortization of unearned compensation................... 569,277 1,163,572
Issuance of options to employees under fair market value . - 230,284
Warrants issued with debt and capital leases ............. 15,733 244,734
Warrants and beneficial conversion features of debentures 439,462 3,415,294
Interest capitalized ..................................... 43,245 -
Changes in assets and liabilities:
Accounts receivable and related party receivables .... 16,433 25,450
Inventories .......................................... - 17,639
Prepaid expenses ..................................... 10,792 14,598
Deposits and other assets ............................ (6,345) 104,912
Accounts payable ..................................... 190,951 506,790
Accrued liabilities .................................. 183,864 363,711
Customer deposits .................................... (10,712) 14,067
Deferred compensation ................................ 11,188 -
------------ ------------
Net cash used in operating activities ............. (1,173,172) (2,247,887)
------------ ------------
Cash flows from investing activities
Purchase of equipment ........................................ - (157,743)
Deposit on future acquisition ................................ - (35,000)
------------ ------------
Net cash used in investing activities ............. - (192,743)
------------ ------------
Cash flows from financing activities
Proceeds from notes payable and related party notes payable .. 80,076 1,144,000
Proceeds from issuance of common stock and exercise of options
and warrants 35,526 474,160
Proceeds from convertible debentures ......................... 1,200,000 800,000
Payments on short term notes payable ......................... (22,694) (5,837)
Payments on capital lease obligations ........................ (11,270) (7,150)
------------ ------------
Net cash provided by financing activities ......... 1,281,638 2,405,173
------------ ------------

Net increase (decrease) in cash .................................. 108,466 (35,457)

Cash at beginning of period ...................................... 26,900 106,806
------------ ------------
Cash at end of period ............................................ $ 135,366 $ 71,349
============ ============

The accompanying notes are an integral part of these financial statements.

Insynq, Inc.

Notes to Financial Statements - Restated
November 30, 2001

(unaudited)

Note 1 - Financial Statements

The unaudited financial statements of Insynq, Inc. (Company) have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles (GAAP) have been condensed or omitted pursuant to such
rules and regulations. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the entire fiscal year
ending May 31, 2002. The accompanying unaudited financial statements as of
November 30, 2001 and 2000, and the related notes should be read in conjunction
with the Company's audited financial statements and notes, thereto, and Form
10-KSB/A for its fiscal year ended May 31, 2001.

Note 2 - Basis of Presentation

The November 30, 2001 financial statements have been restated. The Company
discovered a material error in its financial statements as reported in its
original filing. The Company was a development stage company as defined under
Statement of Financial Accounting Standards No. 7 through May 31, 2001. Although
the Company is still devoting substantially all of its present efforts to
establishing its core business, its planned operations have commenced, and,
operating revenues are being generated. As a result, the Company is no longer
considered a development stage company beginning in the fiscal year 2002.

Note 3 - Management Plans

The Company has incurred recurring losses from operations and has a total
accumulated deficit of $20,861,736 at November 30, 2001. As discussed in Note 8,
the Company is in default on a capitalized lease obligation. The underlying
leased assets are critical to the Company's operations. The Company has
initiated contact to restructure the lease obligation. In the meantime, the
Company has signed an additional lease agreement for equipment to support its
customer base. The development of the Company's technology and products will
continue to require a commitment of substantial funds. Pursuant to Item
303(b)(1) and (3) of Regulation SB, the Company has no material capital
commitments. However, should the Company be forced to seek other equipment in
the open market based on its inability to restructure its capital lease
obligation, the Company would attempt to raise the necessary finances. These
amounts are currently not quantifiable.

The Company is devoting its efforts into establishing a business in the new
emerging Managed Services Provider industry. Insynq is establishing alliances
with Independent Software Vendors to provide access to their applications for
customers and building new channels for marketing products to customers. The
Company is further developing new products to enable the deployment and on going
management of Insynq services. As a result of these new alliances and products,
the Company will be able to provide additional and enhanced services to
customers. In addition, the Company has recently completed negotiations with a
national corporation to provide hosting and application services.

The Company has implemented cost restructuring strategies, cost-cutting
measures, and, in addition, the Company initiated vendor negotiations resulting
in improved payment terms or reductions in the total amounts due.

The rate at which the Company expends its resources is variable and depends on
many factors. The Company will need to raise substantial additional capital to
fund its operations and may seek such additional funding through public or
private equity or debt financing. There can be no assurance that such additional
funding will be available on acceptable terms, if at all. The Company's
continued existence as a going concern is ultimately dependent upon its ability
to secure additional funding for completing and marketing its technology and the
success of its future operations.

10
Note 4 - Loss Per Common Share

Basic loss per share is computed by dividing the net loss by the weighted
average number of common shares outstanding available to common stockholders
during the period. The weighted average number of common shares outstanding was
39,028,821 and 21,401,654 for the three months ended November 30, 2001 and 2000;
37,336,786 and 21,197,545 for the six months ended November 30, 2001 and 2000,
respectively. The computation for loss per common share, assuming dilution, for
the three months and six months ended November 30, 2001 and 2000, was
anti-dilutive, and therefore, is not included. Outstanding warrants and options
as of November 30, 2001 totaled 26,272,175.

Note 5 - Accrued Liabilities

As of November 30, 2001, the Company was delinquent of approximately $724,500 of
its payroll and business taxes, and related penalties and interest. The majority
of the past due amount, or approximately $567,000, is for payroll taxes,
penalties and interest due to the Internal Revenue Service. The Company is
currently negotiating with the Internal Revenue Service about a payment plan for
the past due taxes. The IRS has imposed certain conditions on the Company in
order to proceed with negotiations, one of which requires the Company to remain
current on all future payroll tax deposits. The Company has been in contact with
other respective taxing authorities to initiate payment plans in settlement of
their respective past due taxes.

The Company has an outstanding tax lien in an amount of approximately $28,000 to
a State for prior year's income taxes assessed to the predecessor company of
Insynq, Inc. This amount, included in the above past due taxes, is in dispute.
Amended returns to correct the assessed deficiency have been filed by the
Company.

Note 6 - Related Party Notes Payable

During the six month period ended November 30, 2001, the Company entered into
three additional short-term promissory notes, totaling $80,076. Each note is
unsecured and bears interest ranging from ten percent (10%) to twelve percent
(12%) per annum. Total related party notes payable, all with similar terms, as
of November 30, 2001 aggregate $1,375,033.

Note 7 - Convertible Debentures

On June 29, 2001, the Company entered into a private financing transaction with
three investors for a total of $1,200,000, 12% convertible debentures. The
debentures are convertible into shares of common stock at the lesser of (i)
$0.18 or (ii) the average of the lowest three trading prices in the twenty-day
trading period immediately preceding the notice to convert, divided by two. The
convertible debentures carry attached warrants that allow the investor, under
the terms of the warrants, to purchase up to 2,400,000 shares of common stock at
$0.04 per share. Terms of the debentures provide for full payment on or before
one year from the date of issuance, plus accrued interest at 12% per annum.
Pursuant to the agreement, the Company may not, without consent, (i) engage in
any future equity financing involving the issuance of common stock for a period
of six months from the date of closing, and (ii) may not engage in such
transactions for a period of two years without first giving the investors the
opportunity to purchase shares on a pro-rata basis.

As of November 30, 2001, the investors purchased $1,200,000 of convertible
debentures, and converted $36,750 of debentures into 5,006,250 shares of common
stock.

For the six months ended November 30, 2001, the Company recorded discounts on
the convertible debentures totaling $1,142,549, equal to the fair market value
of the warrants and the intrinsic value of the beneficial conversion features.
The Company recognized $331,659 of interest expense on the discounts for the six
months ended November 30, 2001.

Between December 1, 2001 and January 11, 2002, the Company converted $30,000 of
debentures into an additional 4,012,716 shares of common stock.

Note 8 - Capital Lease Obligation

11
The Company is in default on a capital lease obligation as of November 30, 2001;
accordingly, the lease has been classified as a current obligation.

Note 9 - Common Stock

On November 19, 2001, by majority vote of the shareholders, the Company
authorized an additional 150,000,000 shares of common stock, increasing the
total number to 250,000,000 of authorized shares of common stock.

Note 10 - Stock Options

On March 31, 2000, the Company's Board of Directors adopted two long-term
incentive plans (Plans), described as follows:

2000 Long Term Incentive Plan (LTIP)

The LTIP provides for the issuance of incentive and non-qualified stock options,
stock appreciation rights and restricted stock to directors, officers, employees
and consultants. At the adoption of this plan, the Company set aside 16,675,300
shares of common stock, which may be issued upon the exercise of options
granted. On November 19, 2001 the shareholders approved an amendment to the
LTIP, which would set aside an additional 15,000,000 shares of common stock for
a total of 31,675,300 shares of common stock, which may be issued upon the
exercise of options granted. As of November 30, 2001, options available for
issuance are 18,331,962.

2000 Executive Long Term Incentive Plan (Executive LTIP)

The Executive LTIP provides for the issuance of incentive and non-qualified
stock options, stock appreciation rights and restricted stock to executive
officers of the Company. The Company set aside 5,400,000 shares of class A
common stock under this plan at its adoption. As of November 30, 2001, two
corporate officers have been granted options to purchase a total of 5,000,000
shares of class A common stock at an exercise price of $0.50 per share. On
December 10, 2001 the Company was authorized by the Board of Directors to
re-price all stock options to an exercise price of $0.018 per share, which was
the fair market value on December 10, 2001. See also Note 13.

Note 11 - Contingencies and Commitments

The Company has an agreement with a consulting group providing for financial
advisory services from January 1, 2002 through March 2002. Consideration for
these services are three monthly payments starting January 1, 2002 of $13,500 in
cash and 215,000 shares of common stock.

On September 6, 2001, the Company was served with a summons and complaint by its
former landlords, asserting: (a.) a breach of a settlement agreement entered
into in May 2001 to register 500,000 shares of common stock, valued at $80,000,
in partial settlement of its then existing lease, and, (b.) a default by the
Company on two new long-term lease obligations. Terms of the first lease call
for base monthly payments of $12,046 for the period of August 1, 2001 to July
31, 2006, plus estimated triple net charges currently at $3,038 per month and
beginning in year two, annual consumer price index with a minimum annual
increase of 3%. Minimum aggregate lease payments and triple net charges
approximate $954,500 over the term of the lease, excluding late fees, interest
and other charges. Terms of the second lease call for monthly payments,
beginning in June 2001 of approximately $4,000 per month, or a total of $80,000
for the remaining term of the lease from August 1, 2001 to May 31, 2003.

On October 4, 2001, the Company's former landlords filed a summons and complaint
with the Superior Court of Washington for Pierce County for a summary judgment
motion on all claims. All claims under this motion were denied.

The Company denies the allegations under this claim and believes it is without
merit. It is the opinion of management and its legal counsel that the settlement
agreement signed in May 2001 that required the signing of the new leases were
entered into under economic duress, based on misrepresentation and fraud and
were signed in bad faith on the part of the former landlords. As such, it is
management's opinion that the settlement agreement and the lease agreement

12
are void.

Because management believes that the ultimate outcome of this litigation will be
that the former landlords will not be successful in their assertions under their
claim, the Company has not recorded a liability for payments under the leases or
for other claims under this dispute in the accompanying financial statements.
The Company intends to continue to vigorously defend against this lawsuit.

Note 12 - Non-Cash Investing and Financing Activities

Non-cash investing and financing activities included the following for the six
months ended November 30:

2001 2000
---- ----

Discount on convertible notes payable ......... $1,142,549 $ 900,000
Note payable converted into warrants .......... 14,000 --
Accrued liabilities converted into warrants ... 3,500 --
Debentures converted into common stock ........ 36,750 932,720
Accrued liabilities converted into common stock 69,036 --
Accounts payable converted into common stock .. 2,000 --
Discount on short-term notes payable .......... -- 229,000
Equipment purchased under capitalized leases .. -- 17,762
Capitalized lease obligations incurred ........ -- (17,762)
Notes payable converted to common stock ....... -- 755,000

Note 13 - Subsequent Events

On December 10, 2001, the Company's Board of Directors approved the re-pricing
of outstanding stock options under the Company's 2000 Executive Long Term
Incentive Plan with an exercise prices above $0.018. The exercise prices of all
such stock options were re-priced to $0.018, which was the fair market value of
the Company's stock on December 10, 2001. The Company re-priced 5 million
options. Under applicable accounting rules, the Company will have to account for
future variations in the price of its common stock above $0.018 per share as
compensation expense until the re-priced options are either exercised, cancelled
or expire. This calculation will be made each quarter based upon the
performance of the Company's common stock in that quarter. Accordingly,
operating results and earnings per share will be subjected to potentially
significant fluctuations based upon changes in the market price of the Company's
common stock. On January 31, 2002, non-qualified stock options totaling
5,000,000 shares were exercised into class A common stock.

On January 24, 2002, the Company entered into a second private financing
transaction of 12% convertible debentures totaling $550,000. Terms of this
agreement substantially call for converting the debentures into common stock
within one year from date of investment at the lower of a fixed conversion price
of $0.008 per share or the average of the lowest three inter-trading days of the
price twenty days immediately preceding the date of exercise, discounted by
fifty percent. Upon issuance of each one dollar ($1.00) investment, the Company
will issue warrants to purchase four (4) shares of common stock. The warrant is
exercisable from time to time up to two (2) years from the date of issuance at
an exercise price equal to the lesser of $0.007 per share or the average per
share price of the three lowest inter-trading day prices during the twenty days
immediately preceding the exercise.

13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with
the financial statements and including notes thereto, appearing in this Form
10-QSB/A and in our May 31, 2001 annual report on Form 10-KSB/A.

Except for the historical information contained herein, this Amended
Quarterly Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act.

The statements contained in this report that are not historical facts,
including, without limitation, statements containing the words "believes,"
"anticipates," "estimates," "expects," and words of similar import, constitute
"forward-looking statements." Forward-looking statements are made based upon our
management's current expectations and beliefs concerning future developments and
their potential effects upon us. Our actual results could differ materially from
those anticipated for many reasons. Factors that could cause or contribute to
the differences include, but are not limited to, availability of financial
resources adequate for short-, medium- and long-term needs, demand for our
products and services and market acceptance, as well as those factors discussed
in the "Item 2, Management's Discussion and Analysis of Financial Condition and
Results of Operations" and elsewhere in this report.

Our management disclaims any obligation to update any forward-looking
statements whether as a result of new information, future events or otherwise.

A more detailed discussion of these factors is presented in our May 31,
2001 annual report on Form 10-KSB/A.

OVERVIEW

Insynq, Inc. was incorporated in the state of Washington on August 31,
1998. We provide Internet appliances, known as customer premise equipment,
managed and hosted software services, Web hosting services, Web-based local and
wide area networks, and access to Internet marketing assistance and related
equipment and services. These products and services are offered as components or
as an integrated whole, either sold directly or on a fee or subscription basis.

In late 1999, Insynq decided to seek out a combination with a public
company. On February 18, 2000, Xcel Management, Inc., a publicly held company,
and Insynq closed an asset purchase transaction in which Xcel acquired
substantially all of the assets of Insynq. Xcel continued to develop the
business of Insynq, and on August 3, 2000, at a special meeting of Xcel's
stockholders, Xcel completed a re-incorporation merger with its wholly owned
subsidiary, Insynq, Inc., a Delaware corporation. Today, as the combined and
surviving entity, Insynq, Inc. continues to develop the IQ Utility Service while
incorporating the customer premise equipment developed as part of the IQ
Delivery System.

We target small and medium enterprises and the high-end segment of the
small office and home office market for the sale of hardware and hosted software
and access to Internet-related services. The products and services are provided
by developing a customer subscriber base that adopts a cost-effective, on-line
solution to building and maintaining an information technology system through
the adoption of "Web-based" computing as an alternative to both traditional
local wide area networks and traditional client-server implementations.
Generally, we market our self as an Internet utility company that can
cost-effectively provide all of the computer software, hardware, connectivity
and Internet-access needs for its customers.

We currently have several independent software vendors' products on line
using the IQ Data Utility Service computing services and anticipate signing
various agreements with additional organizations in the next few months.
We expect to increase the subscriber base through these respective sales
channels. Software vendor relationships

14
currently in place include Microsoft Corporation, Network Associates,
Inc./McAfee, Peregrine Corporation, Macola Software, and Novell, Inc.

The complete IQ Delivery System and Internet Utility Service includes
managed network and application services, and can span from a customer's
keyboard to the data center. We provide certain equipment, which is kept on
our customer's premises, including a simplified, diskless workstation or thin
client, and a multi-function router, our IQ Delivery System, which is entirely
managed and maintained by us. The system can also include Internet-access
services provided by us or by a user selected telecommunications
partner/provider. The final pieces of the system are the data centers, which are
located in Tacoma and Bellingham, Washington. These facilities, with redundant
power, bandwidth, and cooling, house the server equipment and routers. While
this is the recommended configuration for customer use to take advantage of the
full services, customers are free to choose which components they use.

In the process of developing the IQ Delivery System, our management
believes we have acquired valuable technological expertise. We have created new
methodologies and produced proprietary hardware and software that is believed to
be essential to the configuration and effective management of Internet-based
networks and outside deployment of shared software applications

RESULTS OF OPERATIONS

We had limited operational activity during the three month and six month
periods ended November 30, 2001. Therefore, we believe that any comparison of
the results of operations for the respective periods have very limited value for
evaluating trends and/or as a basis for predicting future results.

We incurred a net loss of $1,207,338 and $5,841,824 for the three months
ended November 30, 2001 and November 30, 2000, respectively. For the six months
ended November 30, 2001 and November 30, 2000, the net loss incurred was
$2,864,176 and $8,975,322, respectively. The respective quarterly losses
resulted primarily from: (1) providing discounted or free services as we
test-marketed our products and services, (2) initial network, infrastructure,
and research and development costs associated with the start-up of operations,
(3) adjustments to salaries and directly related benefits, (4) increased
professional and consulting fees, and, (5) the issuance of warrants and options
for services.

Total revenue for three months ended November 30, 2001 and November 30,
2000 was $227,729 and $106,171, respectively, representing an increase of
$121,558. The primary sources of revenue during the three month period ended
November 30, 2001: (1) seat subscription revenue of $183,444, net of discounts,
(2) managed software and support service revenue of $10,762, and (3) hardware
and software sales and other revenue of $33,523. Total revenue for the six
months ended November 30, 2001 and November 30, 2000 was $422,294 and $173,933,
respectively. Primary revenue sources for the six month period ended November
30, 2001 are: (1) seat subscription revenue of $325,892, net of discounts; (2)
managed software service revenue of $16,144; and, (3) hardware and software
sales and services revenue of $80,258. Seat revenue for the six months ended
November 30, 2001 increased approximately 290% over the same period ended
November 30, 2000. For the six months ended November 30, 2001, seat revenue
accounts for approximately 85% of total revenue. While we have experienced
growth in revenue in recent periods, prior growth rates should not be considered
as necessarily indicative of future growth rates or operating results for Fiscal
2002. We expect future revenue from all sources to trend away from our practice
of providing discounts and free offerings experienced in second quarter, Fiscal
2002, as we continue to develop our sales and implement our sales and marketing
strategies, increase consumer understanding and awareness of our technology and
prove our business model.

Our continued growth is significantly dependent upon our ability to
generate sales relating to our subscription and managed software services. Our
main priorities relating to revenue are: (1) increase market awareness of our
products and services through our strategic marketing plan, (2) growth in the
number of customers and seats per customer, (3) continue to accomplish
technological economies of scale, and (4) continue to streamline and maximize
efficiencies in our system implementation model.

COSTS AND EXPENSES

15
During the three months ended November 30, 2001, we recorded direct costs
of services of $338,534, an increase of $68,306 over the limited operations
experienced in the same period one year ago. Network and infrastructure costs
were $3,458 for the period ended November 30, 2001, which is a decrease of
$38,309 over the same period ended November 30, 2000. For the six-month periods
ended November 30, 2001 and November 30, 2000, we incurred $658,401 and $616,966
in direct costs, and, $32,785 and $79,182 in network and infrastructure costs,
respectively.

Selling, general, and administrative costs were $800,383 for the three
months ended November 30, 2001, representing a decrease of $1,575,411 over the
same three month period one year ago. For the six months ended November 30,
2001, selling, general and administrative costs decreased $2,518,444 over the
same period ended November 30, 2000. The decrease can be directly attributed to
our management's committed efforts, beginning in the fall of 2000, to
restructure our operations and reduce our expenses. Of significance for the six
months ended November 30, 2001, is a $2,113,484 decrease of comparable period
expenses requiring cash payments. Non-cash expenses for the quarter ended
November 30, 2001 and November 30, 2000 was $261,974 and $535,802, respectively.
For the six month period ended November 30, 2001 and November 30, 2000, non-cash
compensation was $778,642 and $1,183,602, respectively, representing a decrease
of $404,960. Non-cash compensation is generally representative of the fair value
of common stock, options and warrants issued for services, and the amortization
of unearned compensation.

Interest expense was $337,584 for the three months ended November 30, 2001
versus $3,188,382 for the three months ended November 30, 2000. For the
six-month periods ended November 30, 2001 and November 30, 2000, interest
expense was $528,026 and $3,749,672, respectively. The decrease of $3,221,646
was due primarily to the recognition in prior comparable periods of: (1)
accounting for non-cash interest recognized on the fair value of warrants issued
with notes payable and convertible debentures, (2) interest recognized for the
beneficial conversion features on the conversion of debentures and notes
payable, (3) reductions in the original conversion prices offered significantly
below the fair market value of the common stock on the conversion dates, and,
(4) capitalized equipment lease obligations. Accounting for non-cash interest
resulted in $243,416 and $3,166,570 of the reported expense for the three months
ended November 30, 2001 and November 30, 2000, and, $347,394 and $3,692,747 for
the six months ended November 30, 2001 and November 30, 2000, respectively. For
the six months ended November 30, 2001, non-cash interest expense included
$331,659 related to the amortization of the 12% convertible debenture discounts.

We have reported other income of $79,857 for the six months ended
November 30, 2001. The reported amount represents approximately $77,610 of
favorable vendor negotiated settlements.

LIQUIDITY AND CAPITAL RESOURCES

We had cash and cash equivalents of $135,366 as of November 30, 2001, and a
deficit in working capital of $4,321,523 at the same date. For the six months
ended November 30, 2001, we used cash in our operating activities totaling
$1,173,172.

We finance our operations and capital requirements primarily through
private debt and equity offerings. For the six months ended November 30, 2001,
we received cash totaling $1,280,076 from the issuance of promissory notes
payable and convertible debentures. For the six months ended November 30, 2001,
we received $35,526 from the issuance of common stock and the exercise of
options and warrants.

On June 29, 2001, the we entered into a private financing transaction with
three investors under which the investors initially purchased $550,000 from a
total of $1,200,000 our 12% convertible debentures. Investors purchased an
additional $100,000 on August 15, 2001, $150,000 on October 18, 2001, and,
$400,000 on November 2, 2001 under this financing agreement. The debentures are
convertible into shares of our common stock at the lesser of (i) $0.18 or (ii)
the average of the lowest three trading prices on the twenty trading days prior
to the notice of such conversion, discounted by 50%. The convertible debentures
carry attached warrants that allow the investor, under the terms of the
warrants, to purchase up to 2,400,000 shares of common stock at $0.04 per share.
Terms of the debentures provide for full payment on or before one year from the
date of issuance, plus accrued interest of 12% per annum. Through February 8,
2002, all the net proceeds were used to fund necessary day-to-day operations,

which included payroll and related taxes; infrastructure and delivery costs;
and, certain legal and

16
accounting fees.

On January 24, 2002, we entered into a second private financing transaction
to sell our 12% convertible debentures to four investors, under which, the
investors initially purchased $300,000. Proceeds from this initial transaction,
net of fees and expenses, were $221,000, of which $77,000 was specifically
escrowed and reserved for selected vendor settlements. The conversion price of
the debentures is the lesser of $0.008, the fixed conversion price, or, the
average of the lowest three inter-day trading prices during the twenty days
immediately prior to the conversion date, discounted by 50%. For each one-dollar
($1.00) of debenture investment, we will issue warrants to purchase four (4)
shares of common stock. The warrant term is for three years from date of
issuance, at an exercise price equal to the lesser of $0.007 or the average of
the three lowest inter-day trading prices during the twenty days immediately
prior to the exercise.

Upon the effectiveness of a contemplated registration statement with the
SEC, we anticipate receiving an additional $250,000, less any applicable fees.
Our management believes that the likelihood of receiving the remaining $250,000
is good. However, our continuation as a going concern is dependent on our
ability to obtain additional financing, and, generate sufficient cash flow from
operations to meet our obligations on a timely basis.

From December 1, 2001 to February 8, 2002, we have received $144,000 in
cash from the issuance of $300,000 of convertible debentures. Certain investment
related fees and payments to creditors totaling $156,000 were deducted or held
back through escrow pursuant to the terms of our financing agreement.

As of February 8, 2002, we were late in payment of certain creditor trade
payables of $899,700. In June 2001, our management negotiated either substantial
reduction of amounts owed or negotiated more favorable long-term payment plans.
We offered three payment plans: (1) seventy percent reduction in the amount owed
with payment due in one installment; (2) fifty percent reduction of the amount
owed with payment in twelve installments; and (3) no reduction of the amount
owed with payment in twenty-four installments. We believe that these
negotiations were well received by our vendors. However, as of February 8, 2002,
many creditors, accepting one of the payment plans, have not been paid. The
creditors who accepted payment plans are owed approximately $302,525, and is
included in current trade payables and in the past due amount of $899,700.
Currently, payables due by the plans are: (a) plan 1 - $44,280; (b) plan 2 -
$2,670; (c) plan 3 - $122,225; and, (d) various alternative payment plans
structured with differing amounts and periods - $133,350. As a result of these
plans and subsequent additional negotiations with vendors, we recorded over
$113,000 of forgiven creditor payables for the six months ended November 30,
2001. As of February 8, 2002, management has entered into re-negotiations with
this special group of creditors to re-establish payment terms or to further
negotiate more favorable re-payment terms. If we are unable to negotiate payment
plans with these vendors, or if we are unable to execute such negotiated payment
plans with those who have accepted such plans, we could experience a severe
negative impact on our business resources and we may be forced to cease
operations.

We lease equipment under a capital leases expiring in 2003. As of February
8, 2002, our principal capital lease obligation for computer hardware, printers
and related infrastructure is in default in the amount of approximately
$747,300. We have initiated discussions to restructure this obligation, and,
given the current market conditions, believe we will be successful in such
attempt. If we are unable to successfully restructure this obligation, options
remain open to us including, for example, returning the equipment and purchasing
new equipment on the open market. In the meantime, we have signed an additional
lease agreement for equipment to support our customer base. However, there can
be no assurance that we will able to locate other necessary equipment or raise
the funds necessary to make such further purchases. In addition, if all other
methods fail, we might be able to outsource our data center function; there is
no assurance that such methods will be available to us on favorable terms, or at
all. If this were to occur then we may be unable to deliver to our customers
their contracted services.

In addition, approximately $567,500 of business and payroll taxes is
delinquent, plus an estimated $157,000 of related assessed penalties and
interest. We are currently negotiating with the Internal Revenue Service about a
payment plan for the past due taxes. The IRS has imposed certain conditions on
us in order to proceed with negotiations, one of which requires us to remain
current on all future payroll tax deposits. We have also been in contact with
other respective taxing authorities to initiate payment plans in settlement of
their respective past due taxes. There can be no assurances, however, that we
will be able to agree or commit to any proposed terms set forth by the Internal
Revenue Service or favorably negotiate terms with other taxing authorities. If
we are unsuccessful,

17
the taxing authorities could obtain a lien against some or all of our assets.
Should this occur, we likely would be forced to cease our operations.

Additionally, there is one lien for approximately $28,000, filed by the
State of Utah, for prior year's income taxes, plus accrued penalties and
interest. The State of Utah assessed these taxes to Xcel Management, Inc., our
predecessor company. This amount is in dispute and amended returns to correct
this deficiency have been filed.

On September 6, 2001, we were served with a summons and complaint by our
former landlords, asserting: (a.) a breach of a settlement agreement entered
into in May 2001 to register 500,000 shares of common stock, valued at $80,000,
in partial settlement of its then existing lease, and, (b.) a default by us on
two new long-term lease obligations. Terms of the first lease call base monthly
payments of $12,046 for the period of August 1, 2001 to July 31, 2006, plus
estimated triple net charges currently at $3,038 per month and beginning in year
two, annual consumer price index with a minimum annual increase of 3%. Minimum
aggregate lease payments and triple net charges approximate $954,500 over the
term of the lease, excluding late fees, interest and other charges. Terms of the
second lease call for monthly payments, beginning in June 2001 of approximately
$4,000 per month, or a total of $80,000 for the remaining term of the lease from
August 1, 2001 to May 31, 2003.

On October 4, 2001, our former landlords filed a summons and complaint with
the Superior Court of Washington for Pierce County for a summary judgment motion
on all claims. All claims under this motion were denied.

We deny the allegations under this claim and believe it is without merit.
It is the opinion of our management and our legal counsel that the settlement
agreement signed in May 2001 that required the signing of the new leases were
entered into under economic duress, based on misrepresentation and fraud and
were signed in bad faith on the part of the former landlords. As such, it is our
management's opinion that the settlement agreement and the lease agreement are
void.

We intend to continue to vigorously defend against this lawsuit.

We currently have no material commitments for capital requirements. If we
were forced to purchase new equipment to replace the equipment we currently
lease, any new leases would constitute a material capital commitment; however,
we are currently unable to quantify such amounts. If this occurs, we will
attempt to raise the necessary finances to make such purchases, but there is no
assurance that we will be able to do so. Without the ability to quantify these
amounts, we nonetheless believe that it would have a material impact on our
business and our ability to maintain our operations.

Since September 2000, we began implementation of an internal cost
restructuring of our operations, both in sales and marketing, as well in our
executive management team, and other critical cost cutting measures. In June
2001, we negotiated with many of our vendors to materially reduce amounts owed
or attain more favorable long-term payment terms. In October 2001 we further
reduced our staffing requirements and as a result of these measures, we have
tightened the controls over our use of cash and, additionally, have taken steps
to improve the billing and collection process. Our management forecasts the
continuing effects of these changes will result in a substantial improvement of
monthly cash flows. In addition to these changes, we have implemented a
marketing program through our recently developed accounting vertical, which has
dramatically reduced customer acquisition costs. The combination of the internal
restructuring efforts and increased operational efficiencies will allow us to
move toward profitability and to achieve our business plan and goals. We are
also pursuing opportunities to merge and/or acquire compatible companies with
which to leverage management, financial and operational resources. We believe
these changes and strategies will position us well for future opportunities.

We have recently signed several sales and marketing agreements. In
particular, we have completed negotiations with a large U.S. telecommunication
firm who will re-market, via private label, various services beginning in
December 2001. These services will include the delivery of Windows(TM)
desktops, data storage and virus protection delivered on a subscription bases
for a fixed monthly cost. We have recently launched our e-

18
Accounting Center portal located at WWW.CPA-ASP.COM, which has been designed to
help the accounting professional manage and expand their business. It includes
resources for marketing, promotion, professional education, and web design, as
well as, step-by-step tips for transforming a traditional accounting business
into an e-accounting practice. This, in addition to an agreement with an
accounting affiliation of approximately 60,000 subscribers and the adoption of
the IQ Data Utility Service solution by these and other accountants is providing
access to professional accounting organizations and their client bases. There
can be no assurances, however, that we will substantially increase our monthly
recurring revenues.

We believe that technology outsourcing, focused on business fundamentals,
such as finance, accounting, customer relationship management and sales force
automation, will be the primary adopters of application service providers and
managed service solutions in the next year. We are focusing all possible
resources in developing our domain expertise in these areas to gain additional
leverage and build broader service offerings that compliment our current
services already being delivered to those markets.

We cannot be sure that we will be able to obtain the additional financing
to satisfy the cash requirements or to implement the growth strategy on
acceptable terms, or at all. If we cannot obtain such financing on acceptable
terms, the ability to fund the planned business expansion and to fund the
on-going operations will be materially adversely affected. Presently, our
management is pursuing a variety of sources of debt and equity financing. If
debt

is incurred, the financial risks associated with the business and with owning
our common stock could increase. If enough capital is raised through the sale of
equity securities, the percentage ownership of the current stockholders will be
diluted. In addition, any new equity securities may have rights, preferences, or
privileges senior to those of the common stock.

Our continuation as a going concern is currently dependent on our ability
to obtain additional financing, acquire strategic business entities and generate
sufficient cash flow from our operations to meet, and in certain cases,
restructure certain obligations on a timely basis. We also believe the need for
additional capital going forward will be met from public and private debt and
equity offerings. In essence, future operations will be dependent upon our
ability to secure sufficient sources of financing, continuation of adequate
vendor credit and increased sales of services.

We currently have no arrangements or commitments for accounts receivable
financing. We believe our need for additional capital going forward will be met
from private debt and equity offerings, and, increasingly, from revenues from
operations as we continue to implement our strategic plan; however, future
operations will be dependent upon our ability to secure sufficient sources of
financing and adequate vendor credit. However, there can be no assurance that we
will achieve any or all of these requirements.

We are currently developing and refining our acquisition and expansion
strategy. If we expand more rapidly than currently anticipated, if our working
capital needs exceed our current expectations, or if we consummate acquisitions,
we will need to raise additional capital from equity or debt sources. We cannot
be sure that we will be able to obtain the additional financings to satisfy our
cash requirements or to implement our growth strategy on acceptable terms or at
all. If we cannot obtain such financings on terms acceptable to us, our ability
to fund our planned business expansion and to fund our on-going operations will
be materially adversely affected. We are presently pursuing a variety of sources
of debt and equity financings. If we incur debt, the risks associated with our
business and with owning our common stock could increase. If we raise capital
through the sale of equity securities, the percentage ownership of our
stockholders will be diluted. In addition, any new equity securities may have
rights, preferences, or privileges senior to those of our common stock.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

- ---------------- ---------------------------------------------------------------
EXHIBIT
NUMBER DESCRIPTION
- ---------------- ---------------------------------------------------------------

3.1* Certificate of Incorporation as amended by Amendment No. 1 dated
November 21, 2001.

4.1* Form of Securities Purchase Agreement dated January 24 between AJW
Partners, LLC, New Millennium Capital Partners II, LLC, AJW/New
Millennium Offshore, LTD and Pegasus Capital Partners, LLC and Insynq,
Inc.

4.2* Form of Stock Purchase Warrant dated January 24, 2002 between AJW
Partners, LLC, New Millennium Capital Partners II, LLC, AJW/New
Millennium Offshore, LTD and Pegasus Capital Partners, LLC and Insynq,
Inc.

4.3* Form of Secured Convertible Debenture dated January 24, 2002 AJW
Partners, LLC, New Millennium Capital Partners II, LLC, AJW/New
Millennium Offshore, LTD and Pegasus Capital Partners, LLC and Insynq,
Inc.

4.4* Form of Registration Rights Agreement dated January 24, 2002 between
AJW Partners, LLC, New Millennium Capital Partners II, LLC, AJW/New
Millennium Offshore, LTD and Pegasus Capital Partners, LLC and Insynq,
Inc.

10.1 Settlement Agreement dated September 6, 2001 between Martin E. Darrah
and NWCS, Inc. and Insynq, Inc. (Incorporated by reference to Exhibit
10.81 to the Company's Registration Statement on Form SB-2 filed
September 19, 2001.)

10.2 Consulting Agreement dated September 1, 2001 between The N.I.R. Group,
LLC and Insynq, Inc (Incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-QSB filed January 16, 2002).

10.3 Amendment No. 1 to Consulting Agreement dated September 12, 2001
between David D. Selmon and Insynq, Inc. (Incorporated by reference to
Exhibit 10.3 to the Company's Quarterly Report on Form 10-QSB filed
January 16, 2002)

10.4 Amendment No. 1 to Consulting Agreement dated November 1, 2001 between
Charles F. Benton (CFB and Associates) and Insynq, Inc. (Incorporated
by reference to Exhibit 10.4 to the Company's Quarterly Report on form
10-QSB filed January 16, 2002)

10.5 Amendment B to Master Licensing Agreement dated November 1, 2001
between My Partner Online, Inc. and Insynq, Inc. (Incorporated by
reference to Exhibit 10.5 to the Company's Quarterly Report on Form
10-QSB filed January 16, 2002)

10.6* Insynq, Inc. 2000 Long Term Incentive Plan as amended by Amendment No
3 dated August 14, 2001.

10.7* Insynq, Inc. 2000 Exeuctive Long Term Incentive Plan as amended by
Amendment No. 1 dated November 21, 2001

10.8* Consulting Agreement dated January 1, 2002 between The N.I.R Group,
LLC and Insynq, Inc.

10.9* Services Agreement dated December 20, 2001 between Qwest Business
Resources, Inc. and Insynq, Inc. *Statement of Work to be filed as an
amendment.

10.10* Employement Agreement dated December 1, 2001 between Donald M. Kaplan
and Insynq, Inc.

10.11* Settlement Agreement dated February 15, 2002 between One Click
Investments, LLC and Insynq, Inc.

* filed herewith

(b) Reports on Form 8-K None

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form 10-QSB/A and has duly caused this Quarterly
Report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Tacoma, State of Washington, on February 25, 2002.

INSYNQ, INC.

By: /s/ John P. Gorst
- ---------------------
John P. Gorst
Chief Executive Officer
(Principal Executive Officer)

By: /s/ Stephen C. Smith
- ------------------------
Stephen C. Smith
Interim Chief Financial Officer
(Principal Financial Officer)

INDEX TO EXHIBIT LISTING

- ---------------- ---------------------------------------------------------------
EXHIBIT
NUMBER DESCRIPTION
- ---------------- ---------------------------------------------------------------

3.1* Certificate of Incorporation as amended by Amendment No. 1 dated
November 21, 2001.

10.6* Insynq, Inc. 2000 Long Term Incentive Plan as amended by Amendment No
3 dated August 14, 2001.

10.7* Insynq, Inc. 2000 Exeuctive Long Term Incentive Plan as amended by
Amendment No. 1 dated November 21, 2001

10.8* Consulting Agreement dated January 1, 2002 between The N.I.R Group,
LLC and Insynq, Inc.

10.9* Services Agreement dated December 20, 2001 between Qwest Business
Resources, Inc. and Insynq, Inc. *Statement of Work to be filed as an
amendment.

10.10* Employment Agreement dated December 1, 2001 between Donald M. Kaplan
and Insynq, Inc.

10.11* Settlement Agreement dated February 15, 2002 between One Click
Investments, LLC and Insynq, Inc.

* Filed Herewith