Registration No. 333-_________
As filed with the Securities and Exchange Commission on December 22, 2005
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INSYNQ, INC.
NEVADA
IRS ID NO.: 22-3894506
1127 BROADWAY PLAZA, SUITE 202
TACOMA, WA 98402
John P. Gorst Copy to: Audie J. de Castro, Esq.
Chief Executive Officer de Castro, P.C.
1127 Broadway Plaza, Suite 202 309 Laurel Street
Tacoma, WA 98402 San Diego, CA 92101
(253) 284-2000 619) 702-8690
CONSULTING AGREEMENT
(Full Title of Plan)
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED PER SHARE PRICE (1) FEE
Common Stock,
$.001 par value 85,000,000 (2) $.0007 $59,500.00 $6.37
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 20, 2005, a date within five business days prior to the
filing of this registration statement.
2. These 85,000,000 shares of Common Stock of Insynq, Inc., a Nevada corporation
(the "Company"), were issued to Cliff Mastricola, as a consultant under a
Consulting Agreement dated November 5, 2005 between the Company and Mr.
Mastricola for consulting services rendered to the Company.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. Plan Information.*
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ITEM 2. Registrant Information and Employee Plan Annual Information.*
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*The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933 (the "Securities Act"). In accordance with the instructions to Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission"). These documents and the documents incorporated by
reference pursuant to Item 3 of Part II of this registration statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents By Reference.
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The following documents are incorporated by reference in this
registration statement.
a) The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended May 31, 2005, filed pursuant to Section 13(c) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
b) All other reports filed by Registrant pursuant to Section
13(c) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Form 10-KSB, referred to in (a) above.
c) The description of the common stock, $.001 par value per
share (the "Common Stock") of the Registrant is contained in the Registrant's
annual report on Form 10-KSB.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated in this registration statement by reference and to be
a part hereof from the date of filing of such documents. Any statement contained
in this registration statement, in a supplement to this registration statement
or in a document incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this registration statement or in any document that is subsequently incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4. Description Of Securities.
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Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. Interest of Named Experts and Counsel.
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No expert or counsel will receive a direct or indirect interest in our
company or was our promoter, underwriter, voting trustee, director or officer or
employee. Nor does any expert or counsel have any contingent based agreement
with us or any other interest in or connection to us.
ITEM 6. Indemnification Of Directors And Officers.
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Our Articles of Incorporation, as amended, provide to the fullest
extent permitted by the Nevada Revised Statutes, our directors and officers
shall not be personally liable to us or our shareholders for damages. The effect
of this provision of our Articles of Incorporation, as amended, is to eliminate
our rights and our shareholders (through shareholders' derivative suits on
behalf of our company) to recover damages against a director or officer for
breach of the fiduciary duty of care as a director or officer (including
breaches resulting from negligent or grossly negligent behavior), except under
certain situations defined by statute. We believe that the indemnification
provisions in our Articles of Incorporation, as amended, are necessary to
attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act" or "Securities Act") may be permitted to directors,
officers or persons controlling us pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
ITEM 7. Exemption From Registration Claimed.
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Not applicable.
ITEM 8 Exhibits.
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EXHIBIT NO. EXHIBIT
4.1 Consulting Agreement dated November 5, 2005 between Insynq, Inc. and
Cliff Mastricola.
5.1 Opinion of de Castro, PC
23.1 Consent of Weinberg and Company, P.A., Certified Public Accountants
23.2 Consent of de Castro, PC (contained in Exhibit 5 hereto)
24 Power of Attorney relating to subsequent amendments (included on the
signature page to this Registration Statement)
ITEM 9. Undertakings.
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 ____
day of December 2005.
INSYNQ, INC.
BY: 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) December ____, 2005
- -------------------------- and Director
John P. Gorst
Chief Administrative Officer,
Secretary and Treasurer,
/s/ M. Carroll Benton Principal Accounting Officer, December ____, 2005
- ------------------------- Principal Financial Officer
M. Carroll Benton and Director
EXHIBIT INDEX
INSYNQ, INC.
EXHIBIT
NO. EXHIBIT
- ------- -------
4.1 Consulting Agreement dated November 5, 2005 between Insynq, Inc. and
Cliff Mastricola.
5.1 Opinion of de Castro, PC
23.1 Consent of Weinberg and Company, P.A., Certified Public Accountants
23.2 Consent of de Castro, PC (contained in Exhibit 5 hereto)
24 Power of Attorney relating to subsequent amendments (included on the
signature page to this Registration Statement)