SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported)
                                February 22, 2006


                                  INSYNQ, INC.
             (Exact name of registrant as specified in its charter)


    NEVADA                      000-22814               22-3894506
(State or other                                       (IRS employer
jurisdiction of           (Commission file number)  identification no.)
 incorporation)


                 1127 BROADWAY PLAZA #202
                    TACOMA, WASHINGTON                       98402
         (Address of principal executive offices)         (Zip code)


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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):

            |_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

            |_| Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

            |_| Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)

            |_| Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13c-4(c)


This document contains a total of 3 pages.






ITEM 4.02         NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
                  RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW


Insynq, Inc. received a comment letter, dated January 31, 2006, from the
Securities and Exchange Commission ("SEC") indicating that our accounting
treatment of the convertible debentures in our financial statements may have
been incorrectly stated.

The Company's  management  has discussed the comments of the SEC with Weinberg &
Company, PA, the Company's  independent  registered public accounting firm, and,
as such,  management  believes the financial  statements can no longer be relied
upon.

We are assessing the impact of the changes on the financial statements, but are
unable, at this time, to provide any estimate of the results of the restatement.














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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                  INSYNQ, INC.


                                        By:  /s/ John P. Gorst
                                             John P. Gorst
Date:  February 22, 2006                     Chief Executive Officer


















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