As filed with the Securities and Exchange Commission on September 28, 2000
Registration No. 333-46042

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Post-Effective Amendment No. 1 to

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INSYNQ, INC.
(Exact Name of Registrant as Specified in its Charter)

DELAWARE 74-2964608
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification Number)
or Organization)

1101 Broadway Plaza
Tacoma, Washington 98402
(Address of Principal Executive Offices) (Zip Code)

2000 LONG TERM INCENTIVE PLAN
(Full Title of the Plans)

John P. Gorst
Chairman of the Board and Chief Executive Officer
InsynQ, Inc.
1101 Broadway Plaza
Tacoma, Washington 98402
(Name and Address of Agent for Service)

(253) 284-2000
(Telephone Number, Including Area Code, of Agent for Service)

EXPLANATORY NOTE

We are filing this Post-Effective Amendment No. 1 in order to file an
amendment to Section III, paragraph 3, of our Long Term Incentive Plan (the
"Plan") effective as of September 1, 2000. Such amendment provides, at the
discretion of our Board of Directors, for the issuance to consultants of non-
qualified options at less than fair market value.

PART II

ITEM 8. EXHIBITS.

Exhibit No. Description
- ----------- -----------

5.1 Opinion of Locke Liddell & Sapp LLP.
23.1 Consent of G. Brad Beckstead CPA for Financial Statements for the
years ended May 31, 1999 and May 31, 2000.
23.2 Consent of Locke Liddell & Sapp LLP (included in opinion filed as
Exhibit 5.1).
24 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 2000 Long Term Incentive Plan (incorporated by referenced from
Exhibit 10.2 to the Company's Annual Report on Form 10-KSB filed
September 13, 2000).
99.2* Amendment No. 1 to InsynQ 2000 Long Term Incentive Plan.
______________
* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tacoma, State of
Washington, on the 28th day of September, 2000.

INSYNQ, INC.

By: /s/ John P. Gorst
---------------------------
John P. Gorst
Chairman of the Board
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/s/ John P. Gorst Chairman of the Board, September 28, 2000
- --------------------------- Chief Executive Officer and Director
John P. Gorst (Principal Executive Officer)

/s/ Stephen C. Smith Chief Financial Officer September 28, 2000
- --------------------------- (Principal Financial and
Stephen C. Smith Accounting Officer)

/s/ M. Carroll Benton Chief Administrative Officer, September 28, 2000
- --------------------------- Secretary, Treasurer and Director
M. Carroll Benton

/s/ David D. Selmon Director September 28, 2000
- ---------------------------
David D. Selmon