FILE NO. 333-109740
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   AMENDMENT 2
                                     TO THE
                                    FORM SB-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        NETWORK INSTALLATION CORPORATION

                 (Name of small business issuer in its charter)


           Nevada                      7389                 88-0390360
          -------                  ----------               ----------
(State  or  jurisdiction    (Primary  Standard  Industrial  I.R.S.  Employer
of  incorporation  or       Classification  Code  Number)   Identification
Organization                                                     No.



                18 Technology Drive, Suite 140A, Irvine, CA 92618
                            Telephone: (949)753-7551
          (Address and telephone number of principal executive offices)

                18 Technology Drive, Suite 140A, Irvine, CA 92618
                            Telephone: (949)753-7551
(Address of principal place of business or intended principal place of business)

                                Michael Cummings
                             Chief Executive Officer
                               18 Technology Drive
                                   Suite 140A
                                Irvine, CA 92618

                               (949)  753-7551
            (Name, address and telephone number of agent for service)

                                    COPY TO:

                                 Amy M. Trombly
                                 80 Dorcar Road
                                Newton, MA 02459
                                (617)  243-0850

  Approximate date of proposed sale to the public: As soon as practicable after
                 this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number  of  the earlier effective
registration  statement  for  the  same  offering.  [  ]

If  this  Form is a post-effective amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box  and  list  the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering.  [  ]

If  this  Form is a post-effective amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box  and  list  the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering.  [  ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the  following  box.  [  ]

If  any  of  the securities being registered on this Form are to be offered on a
delayed  or  continuous  basis  pursuant to Rule 415 under the Securities Act of
1933  check  the  following  box.  [X]



                             CALCUATION OF REGISTRATION FEE
                                                              
Title of each         Dollar        Proposed maximum  Proposed maximum    Amount
Class of securities.  Amount to be  offering price    aggregate offering  of registration
To be registered      registered    per unit          price               fee

Common Stock,
001 Par Value         1,625,000       3.23             5,248,750           $424.62


(1)  Pursuant  to  Rule  416(a)  of  the Securities Act of 1933, as amended (the
"Act"),  this  registration  statement  shall  be  deemed  to  cover  additional
securities  that  may  be  offered  or issued to prevent dilution resulting from
stock  splits,  stock  dividends  or  similar  transactions.

(2)  The  price  of  $3.20  per share, which was the average of the high and low
prices  of  the  Registrant's  Common Stock, as reported on the Over-The-Counter
Bulletin  Board  on  October  9,  2003  is  set  forth  solely  for  purposes of
calculating  the  registration fee pursuant to Rule 457(c) of the Securities Act
of  1933,  as  amended.


For the purpose of determining the number of shares subject to registration with
the  Securities  and Exchange Commission, we have assumed that we will issue not
more  than  900,000  shares  pursuant to the exercise of our put right under the
Investment  Agreement, although the number of shares that we will actually issue
pursuant  to  that put right may be more than or less than 900,000, depending on
the  trading  price of our common stock. We currently have no intent to exercise
the put right in a manner that would result in our issuance of more than 900,000
shares,  but  if  we  were to exercise the put right in that manner, we would be
required  to  file  a  subsequent registration statement with the Securities and
Exchange  Commission  and for that registration statement to be deemed effective
prior  to  the  issuance  of  any  such  additional  shares.

The  registrant  hereby amends this registration statement on such date or dates
as  may be necessary to delay its effective date until the registrant shall file
a  further  amendment which specifically states that this registration statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act  of  1933  or  until  the  registration  statement  shall become
effective  on such date as the Commission, acting pursuant to said Section 8(a),
may  determine.

The  information  in  this prospectus is not complete and may be changed. We may
not  sell  these  securities  until  the  registration  statement filed with the
Securities and Exchange Commission is declared effective. This prospectus is not
an offer to sell these securities, and we are not soliciting offers to buy these
securities,  in  any  state  where  the  offer  or  sale  is  not  permitted.

                                           2

                                  PROSPECTUS
                        NETWORK INSTALLATION CORPORATION
                     OFFERING UP TO 1,625,000 COMMON SHARES

This  prospectus  relates  to the resale of up to 1,625,000 shares of our common
stock  by  current stockholders and by C.C.R.I. who may acquire our common stock
pursuant to the exercise of warrants and by Preston Capital Partners, LLC, which
will  become  a  stockholder  pursuant  to  a  "put  right"  under an Investment
Agreement,  also  referred  to as an Equity Line of Credit, that we have entered
into  with  Preston Capital. A "put right" permits us to require Preston Capital
to buy shares pursuant to the terms of the Investment Agreement. That Investment
Agreement  permits  us to "put" up to $2.5 million in shares of our common stock
to  Preston  Capital.  We  are  not  selling any securities in this offering and
therefore  will  not  receive any proceeds from this offering. We will, however,
receive proceeds from the sale of securities pursuant to our exercise of the put
right  and  possible future exercise of the warrants held by C.C.R. I. All costs
associated  with  this  registration  will  be  borne  by  us.




The  selling  shareholders  consist  of:
                                               
Dutchess  Advisors,  Ltd.                         200,000  shares
Dutchess  Private  Equities  Fund,  LP            200,000  shares
Michael  Cummings                                 100,000  shares
Marketbyte,  LLC                                  125,000  shares
Preston  Capital  Partners,  LLC                  900,000  shares
C.C.R.I  Corp.                                    100,000  shares


The  shares  of  common  stock  are  being  offered  for  sale  by  the  selling
stockholders  at prices established on the Over-the-Counter Bulletin Board or in
negotiated  transactions  during  the term of this offering. Our common stock is
quoted  on  the  Over-the-Counter  Bulletin  Board  under the symbol NWIS.OB. On
January 13, 2004, the last reported sale price of our common stock was $3.60 per
share.

Preston  Capital  and Park Capital Securities, LLC are "underwriters" within the
meaning of the Securities Act of 1933, as amended, in connection with the resale
of  our common stock under the Investment Agreement. Preston Capital will pay us
95%  of  the  average  of the four lowest closing bid prices of the common stock
during the five consecutive trading day period immediately following the date of
our  notice to them of our election to put shares pursuant to the Equity Line of
Credit.  The  shares  held  by Dutchess Advisors, Ltd, Dutchess Private Equities
Fund,  L.P.,  Michael  Cummings,  and Marketbyte, LLC were issued by us in prior
private  placements.  With  the  exception  of  Preston Capital and Park Capital
Securities,  no  other  underwriter or person has been engaged to facilitate the
sale  of  shares  of  our  common  stock  in  this  offering.

This  investment  involves a high degree of risk. You should purchase securities
only  if  you  can  afford  a  complete  loss.

                     SEE "RISK FACTORS" BEGINNING ON PAGE 10.

You  should  rely  only  on  the  information provided in this prospectus or any
supplement to this prospectus and information incorporated by reference. We have
not  authorized  anyone  else to provide you with different information. Neither
the  delivery  of  this  prospectus nor any distribution of the shares of common
stock  pursuant  to  this  prospectus shall, under any circumstances, create any
implication  that there has been no change in our affairs since the date of this
prospectus.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
regulator  has  approved  or  disapproved of these securities or passed upon the
accuracy  or  adequacy  of this prospectus. It is a criminal offense to make any
representation  to  the  contrary.

Subject  to  Completion,  the  date  of  this  prospectus  is  January 20, 2004.

                                           3


                                TABLE  OF  CONTENTS

PROSPECTUS  SUMMARY                                                         5
RISK  FACTORS                                                              10
USE  OF  PROCEEDS                                                          14
DETERMINATION  OF  OFFERING  PRICE                                         15
DILUTION                                                                   15
SELLING  SECURITY  HOLDERS                                                 16
PLAN  OF  DISTRIBUTION                                                     17
LEGAL  PROCEEDINGS                                                         19
DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS         20
SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT      21
DESCRIPTION  OF  SECURITIES                                                22
INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL                                 22
DISCLOSURE  OF  COMMISSION  POSITION  OF  INDEMNIFICATION  FOR  SECURITIES
ACT  LIABILITIES                                                           23
CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS             25
DESCRIPTION  OF  BUSINESS                                                  25
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  PLAN  OF  OPERATION           30
DESCRIPTION  OF  PROPERTY                                                  37
CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS                         37
MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS            39
EXECUTIVE  COMPENSATION                                                    40
FINANCIAL  STATEMENTS                                                      41
CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL  DISCLOSURE                                                      49

                                           4


                               PROSPECTUS SUMMARY

The  following  information  is  a  summary,  of  the prospectus and it does not
contain  all  of the information you should consider before making an investment
decision.  You  should  read  the  entire  prospectus  carefully,  including the
financial  statements  and  the  notes  relating  to  the  financial statements.

OUR  COMPANY

We  are  a  project  engineering  company  that  designs  and installs specialty
communication  systems  for  data,  voice,  video  and telecom. We determine our
clients' requirements by doing a need analysis and site audit. Then we implement
our  design  and  specification of the specialty communication system, which may
include  Wireless  Fidelity,  or  Wi-Fi, with the deployment of a fixed Wireless
Local  Area  Network,  or  WLAN.  We believe we can integrate superior solutions
across  a vast majority of communication requirements because we have experts in
each  aspect  of communication services from the design, project management, and
installation  of  our  products  through  the  maintaining  of  our  products.

We  have  a  two-pronged  approached to our business model. One is the continued
focus  on  our  core  competency  of  project  management services which entails
inventory management, maintaining project timelines, auditing completed work and
quality  assurance  of  projects  in  wired  networking  infrastructure, design,
installation  and  support  of  communications solutions. Second, is to leverage
that expertise in our pursuit of the infrastructure build-out of Wi-Fi and WLAN.
With  our  experience  and  expertise  in  the  wired  networking infrastructure
industry, we can design, manage, install and service our wireless customers with
the same processes, personnel and management. Many of our competitors are new to
deploying  wireless  infrastructure  and  have  never  installed  any  type  of
infrastructure.  We believe we can leverage our expertise to compete in this new
technology.

HOW  TO  CONTACT  US

Our executive offices are located at 18 Technology Drive, Suite 140A, Irvine, CA
92618.  Our  phone  number  is  (949)  753-7551.

SALES  BY  OUR  SELLING  STOCKHOLDERS

This  prospectus  relates  to the resale of up to 1,625,000 shares of our common
stock  by  four stockholders, C.C.R.I who may acquire shares of our common stock
by  exercising  warrants  and  Preston  Capital,  who  will become a stockholder
pursuant  our  Investment  Agreement.

The  table  below  sets forth the shares that we are registering pursuant to the
Registration  Statement  to  which  this  prospectus  is  a  part:

                                          6





                                                
Stockholder                                         Number  of  Shares(1)
-  --------------------------------------------        ------------------

Dutchess  Advisors,  Ltd.                               200,000  shares
Dutchess  Private  Equities  Fund,  LP                  200,000  shares
Michael  Cummings                                       100,000  shares
Marketbyte,  LLC                                        125,000  shares
Preston  Capital  Partners,  LLC                        900,000  shares
C.C.R.I  Corp.                                          100,000  shares

Total  common  stock  being  registered               1,625,000  shares

(1)  For the purpose of determining the number of shares subject to registration
     with  the  Securities and Exchange Commission, we have assumed that we will
     issue  not  more  than  900,000  shares pursuant to the exercise of our put
     right under the Investment Agreement, although the number of shares that we
     will  actually  issue  pursuant  to that put right may be more than or less
     than  900,000,  depending  on  the  trading  price  of our common stock. We
     currently  have  no intent to exercise the put right in a manner that would
     result  in  our  issuance  of  more  than 900,000 shares, but if we were to
     exercise  the  put  right  in  that  manner, we would be required to file a
     subsequent  registration  statement  with  the  Securities  and  Exchange
     Commission and for that registration statement to be deemed effective prior
     to  the  issuance  of  any  such  additional  shares.


C.C.R.I.  holds  two  warrants  to purchase our common stock. Warrant 101 allows
C.C.R.I.  to  purchase  up to a total of 50,000 shares of our common stock at an
exercise price equal to $5.00 per share. Warrant 102 allows C.C.R.I. to purchase
up to a total of 50,000 shares of our common stock at an exercise price equal to
$7.50 per share. The Warrants expire five years after the date of their issuance
on  September  29,  2008.


                                  The Offering



                                 
Common  stock  offered              1,625,000  shares

Use  of  proceeds                  We will not receive any proceeds
                                   from  the sale by the selling stockholders of
                                   our  common  stock.  We will receive proceeds
                                   from  our  Investment  Agreement with Preston
                                   Capital  and  the  exercise  of warrants. The
                                   proceeds  from  our exercise of the put right
                                   pursuant  to the Investment Agreement will be
                                   used  for  working  capital  and  general
                                   corporate expenses, expansion of our internal
                                   operations  and  potential acquisition costs.
                                   See  "Use  of  Proceeds."

Symbol  for  our  common  stock     Our  common  stock  trades  on  the
                                    OTCBB  Market  under  the  symbol
                                    "NWIS.OB"


                                           7


THE  INVESTMENT  AGREEMENT

The  Investment  Agreement  we  have  with Preston Capital allows us to "put" to
Preston  Capital at least $10,000, but no more than $100,000. The purchase price
for  our  common stock identified in the Put Notice shall be equal to 95% of the
average  of  four  lowest  posted bid prices of our common stock during the five
days  after  we deliver the put notice to Preston Capital. We can initiate a new
put  after  we  close  on  the  prior  put.

Preston Capital will only purchase shares when we meet the following conditions:

-    a  registration statement has been declared effective and remains effective
     for  the  resale  of  the  common  stock  subject  to  the  Equity  Line;

-    our  common  stock has not been suspended from trading for a period of five
     consecutive  trading days and we have not have been notified of any pending
     or  threatened  proceeding  or other action to delist or suspend our common
     stock;

-    we  have  complied  with our obligations under the Investment Agreement and
     the  Registration  Rights  Agreement;

-    no injunction has been issued and remain in force, or action commenced by a
     governmental  authority which has not been stayed or abandoned, prohibiting
     the  purchase  or  the  issuance  of  our  common  stock;

-    the  registration  statement  does  not  contain  any untrue statement of a
     material  fact  or omit to state any material fact required to be stated or
     necessary  to  make  the  statements  not misleading or which would require
     public  disclosure  or  an  update  supplement  to  the  prospectus;  and

-    We  have  not  filed  a  petition  in  bankruptcy,  either  voluntarily  or
     involuntarily, and there shall not have commenced any proceedings under any
     bankruptcy  or  insolvency  laws.

The  Investment Agreement will terminate when any of the following events occur:

-    Preston  Capital  has  purchased  an  aggregate of $2,500,000 of our common
     stock;

-    36  months  after  the  SEC declares this registration statement effective;

-    we  file  or  otherwise  enter  an  order  for  relief  in  bankruptcy;

-    trading  of  our  common  stock  is suspended for a period of 5 consecutive
     trading  days;

-     our  common  stock  ceases  to  be  registered  under  the  1934  Act.

Dilution

You  should  be  aware  that  there is an inverse relationship between our stock
price  and  the  number of shares to be issued under the Investment Agreement to
Preston  Capital.  That is, as our stock price declines, we would be required to
issue  a  greater  number  of  shares under the Investment Agreement for a given
advance.  This  inverse  relationship  is demonstrated by the table below, which
shows  the  number  of  shares  to be issued under the Investment Agreement at a
price  of $3.2 per share per share and 25%, 50% and 75% discounts to that price.


                                           8





                                                              

Offering price:  $3.20                75%           50%           25%             -
PURCHASE PRICE:(1)                   $0.80         $1.60         $2.40          $3.20
NO.  OF SHARES:(2)               3,600,000     1,800,000     1,200,000        900,000
TOTAL OUTSTANDING:(3)           16,216,330    14,416,330    13,816,330     13,516,330
PERCENT OUTSTANDING:(4)               22.2%        12.5%          8.7%           6.7%


(1)     Represents  market  price.

(2)  Represents  the number of shares of common stock to be issued at the prices
     set  forth  in  the  table  to  generate  $2.88  million in gross proceeds.

(3)  Represents the total number of shares of common stock outstanding after the
     issuance  of the shares, assuming no issuance of any other shares of common
     stock.

(4)  Represents  the  shares of common stock to be issued as a percentage of the
     total  number  shares  of common stock outstanding (assuming no exercise or
     conversion  of  any  options,  warrants  or  other convertible securities).


            OUR CAPITAL STRUCTURE AND SHARES ELIGIBLE FOR FUTURE SALE





                                                                   
Shares of common stock outstanding as of September 30, 2003           12,616,330(1)

Shares of common stock potentially issuable upon
exercise of the put right to Preston Capital                             900,000

Shares of common stock potentially issuable to
C.C.R.I. upon exercise of the warrants                                   100,000
                                                                      ------------

Total                                                                 13,616,330


____________________
(1)  Assumes  no  exercise  of:
-    A  warrant  to  purchase  618,000  shares  of  our  common stock that is
     exercisable  at  a price equal to the closing bid price of our common stock
     on  August  29,  2003 which was $2.95. The warrant expires on May 16, 2008.

-    $403,000  of convertible debentures. The convertible debentures carry an
     interest  rate of 6% per annum. A portion of the convertible debentures are
     due in April and another portion are due in September 2008. The face amount
     of  the convertible debenture may be converted, in whole or in part, at any
     time.  The holder is entitled to convert the face amount of the convertible
     debenture  plus  accrued  interest  at  the lesser of (i) 75% of the lowest
     closing  bid  price during the 15 trading days prior to the conversion date
     or  (ii)  100%  of the average of the closing bid prices for the 20 trading
     days  immediately  preceding the closing date of the debenture transaction.
     The convertible debentures are convertible into shares of our common stock.

-    A  convertible  promissory  note  valued at $75,000 that is due on April 1,
     2004,  carrying  an  interest  rate  of  10%  per  annum. The holder of the
     promissory note is entitled to convert the conversion amount into shares of
     common  stock,  at any time, at a conversion price for each share of common
     stock  equal  $7.00  per  share  of  common  stock.



                                           9

                                  RISK FACTORS

An  investment  in  our  common stock involves a high degree of risk. You should
carefully  consider  the  following  risk factors, other information included in
this  prospectus  and information in our periodic reports filed with the SEC. If
any  of the following risks actually occur, our business, financial condition or
results  of  operations  could be materially and adversely affected, and you may
lose  some  or  all  of  your  investment.

                            RISKS ABOUT OUR BUSINESS

OUR  INDEPENDENT  ACCOUNTANTS  HAVE  ISSUED  A  GOING  CONCERN  OPINION.

Our  audited  financial  statements for the fiscal year ended December 31, 2002,
reflect  a net loss of $109,006. Our unaudited financial statements for the nine
month  period  ended  September 30, 2003 reflect a net loss of $2,817,494. These
conditions  raised  substantial  doubt  about our ability to continue as a going
concern.  if  we  do  not  acquire  sufficient additional funding or alternative
sources  of  capital  to  meet our working capital, we may have to substantially
curtail  our  operations  and  business  plan.

WE HAVE GENERATED SIGNIFICANT LOSSES AND EXPECT TO GENERATE OPERATING LOSSES FOR
THE  FORESEEABLE  FUTURE,  THEREFORE  WE  MAY  NOT  BECOME  PROFITABLE.

We  have  sustained substantial operating losses in the past. Our net losses for
the  fiscal year ended December 31, 2002, were $3,349,572. Through September 30,
2003  we  have  generated  an  accumulated  deficit  of($4,573,302).  We  expect
operation  losses to continue for the foreseeable future. When this registration
statement  is declared effective by the SEC, we will be able to access an Equity
Line  of  $2.5  million,  which  we  believe  will  be sufficient to support our
business  and  operations  for  at  least  the  next 12 months. However, if this
registration  statement  is  not  declared  effective, or we can not draw on the
Equity  Line  for other reasons, we could continue operating for the next twelve
months  but  would have to significantly curtail operations. As a result, we may
not become profitable, or if we become profitable, we may not remain profitable.

WE  HAVE  SUBSTANTIAL  INDEBTEDNESS  WHICH MAY AFFECT OUR ABILITY TO MAINTAIN OR
GROW  OUR  OPERATIONS.

We  currently  have  $2,718,871 in current long term liabilities. As a result of
our  level  of  debt  and  the  terms  of  our  debt  instruments:

-    our  vulnerability  to adverse general economic conditions is heightened; -
     we will be required to dedicate a substantial portion of our cash flow from
     operations  to  repayment  of  debt,  limiting the availability of cash for
     other  purposes;

-    we  are  and will continue to be limited by financial and other restrictive
     covenants  in  our  ability  to  borrow  additional funds, consummate asset
     sales,  enter  into  transactions  with  affiliates  or conduct mergers and
     acquisitions; - our flexibility in planning for, or reacting to, changes in
     its  business  and  industry  will  be  limited;  and

-    our  ability  to  obtain  additional  financing  in  the future for working
     capital,  capital expenditures, acquisitions, general corporate purposes or
     other  purposes  may  be  impaired.

                                           10


Our ability to pay principal and interest on our indebtedness and to satisfy our
other debt obligations will partly depend upon our future operating performance,
which will be affected by prevailing economic conditions and financial, business
and  other  factors,  some  of which are beyond our control. If we are unable to
service  our indebtedness, we will be forced to take actions such as reducing or
delaying  capital expenditures, selling assets, restructuring or refinancing our
indebtedness, or seeking additional equity capital. We may not be able to affect
any  of  these  remedies  on  satisfactory  terms,  or  at  all.

OUR  OPERATING  RESULTS WILL FLUCTUATE SIGNIFICANTLY FOR THE FORESEEABLE FUTURE,
WHICH  MAY  AFFECT  OUR  STOCK  PRICE.

Our  quarterly  results  of operations have varied in the past and are likely to
continue  to  vary significantly from quarter to quarter. Our operating expenses
are  based  on  expected  future  revenues and are relatively fixed in the short
term.  If  our revenues are lower than expected, our results of operations could
be  adversely  affected.  Additionally,  we  are  unable  to forecast our future
revenues  with  certainty because our business plan contemplates the acquisition
of  new  enterprises. Many factors can cause our financial results to fluctuate,
some  of which are outside of our control. Quarter-to-quarter comparisons of our
operating  results may not be meaningful and you should not rely upon them as an
indication of our future performance. In addition, during certain future periods
our  operating  results likely will fall below the expectations of public market
analysts  and  investors.  In  this  event, the market price of our common stock
likely  would  decline.

WE  NEED  ADDITIONAL CAPITAL TO GROW OUR BUSINESS AND WE MAY NOT BE ABLE TO FIND
SUCH  CAPITAL  ON  ACCEPTABLE  TERMS.

Our  business  plan  contemplates  the  acquisition  of  new enterprises and the
proceeds from our existing financing arrangements may not be sufficient to fully
implement  our  business  plan.  Additionally,  we  may  not be able to generate
sufficient  revenues  from  our  existing  operations  to  fund  our  capital
requirements.  Accordingly,  we  may  require  additional  funds to enable us to
operate  profitably.  Such financing may not be available on terms acceptable to
us. We currently have no bank borrowings or credit facilities, and we may not be
able  to  arrange  any  such debt financing. Additionally, we may not be able to
successfully  consummate  additional  offerings  of stock or other securities in
order  to  meet  our  future capital requirements. If we cannot raise additional
capital through issuing stock or bank borrowings, we may not be able to grow our
business.

OUR  BUSINESS STRATEGY INCLUDES IDENTIFYING NEW BUSINESSES TO ACQUIRE, AND IF WE
CAN  NOT INTEGRATE ACQUISITIONS INTO OUR COMPANY SUCCESSFULLY, WE MAY NOT BECOME
PROFITABLE.

Our  success  partially  depends  upon  our  ability  to  identify  and  acquire
undervalued  businesses.  Although we believe that there are companies available
for  potential  acquisition  that  are  undervalued  and  might offer attractive
business  opportunities,  we may not be able to make any acquisitions, and if we
do  make  acquisitions,  they  may  not  be  profitable.

                                           11


WE  DEPEND  ON  OUR  KEY PERSONNEL AND IF THOSE PERSONNEL LEAVE THE COMPANY, OUR
BUSINESS  MAY  BE  HARMED.

At  this time, we are almost totally dependent upon Michael Cummings as our only
operating  officer and on the directors of Network Installation Corporation, our
only  business  asset  that  is producing significant revenues. While we have an
employment  agreement  with  Mr. Cummings, it does not obligate him to remain as
our  Chief  Executive  Officer. We do not maintain insurance on the lives of our
officers,  directors  or  key employees. The loss of their services would have a
material  adverse  effect  on our business. We elect our directors each year and
while  we  expect to reelect our directors currently on the Board, our directors
are  not  obligated  to  continue  in  their  positions.

SOME OF OUR POTENTIAL FUTURE GROWTH DEPENDS ON INCREASING CUSTOMER ACCEPTANCE OF
WIRELESS  NETWORKS, AND TO THE EXTENT THAT SUCH ACCEPTANCE FAILS TO INCREASE, WE
MAY  NOT  GROW  OUR  BUSINESS.

While  the  majority of our revenues are currently derived from the installation
of  cable systems, we believe that improving wireless technology will eventually
make  wireless  systems  an  acceptable  alternative  to  many  of our potential
customers.  We  have  begun  to  enter the wireless marketplace and believe this
technology  could  lead  to future growth for our company. The wireless industry
has historically experienced a dramatic rate of growth both in the United States
and  internationally.  If  the  rate  of  growth  should slow down and end users
continue  to reduce their capital investments in wireless infrastructure or fail
to  expand  their  networks,  we  may  not  be  able  to  expand  our  business.


                     RISKS ABOUT OUR STOCK AND THIS OFFERING

CERTAIN  INSIDERS HAVE ENOUGH SHARES TO EXERCISE CONTROL OVER MATTERS SUBJECT TO
INVESTOR  VOTE  WHICH  COULD  ADVERSELY  AFFECT  OUR  STOCK  PRICE.

As  of September 30, 2003, officers and directors controlled eighty-five percent
of  our  common  stock  and  therefore control the election of directors and all
other  matters subject to stockholder votes. This concentration of ownership may
also have the effect of delaying or preventing a change of control, even if this
change  of  control  would  benefit certain shareholders. These shareholders may
make decisions that may not be in the best interest of minority stockholders. As
a  result,  this  concentration of ownership could have an adverse effect on the
market  price  of  our  common  stock.

OUR  STOCK  PRICE  IS  VOLATILE AND YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT A
PRICE  HIGHER  THAN  WHAT  YOU  PAID.

The  market  for  our  common stock is highly volatile. The trading price of our
common  stock  could be subject to wide fluctuations in response to, among other
things,  quarterly  variations in operating and financial results, announcements
of  technological  innovations or new products by our competitors or us, changes
in  prices  of  our  products  and  services  or  our  competitors' products and
services,  changes  in  product  mix,  changes in our revenue and revenue growth
rates.

                                           12


WE MUST COMPLY WITH PENNY STOCK REGULATIONS WHICH COULD EFFECT THE LIQUIDITY AND
PRICE  OF  OUR  STOCK.

The  SEC  has  adopted rules that regulate broker-dealer practices in connection
with  transactions  in  "penny  stocks."  Penny  stocks  generally  are  equity
securities  with a price of less than $5.00, other than securities registered on
certain national securities exchanges or quoted on NASDAQ, provided that current
price  and volume information with respect to transactions in such securities is
provided  by  the exchange or system. Prior to a transaction in a penny stock, a
broker-dealer  is  required  to:

-    Deliver  a  standardized  risk  disclosure  document  prepared  by the SEC;

-    Provides  the customer with current bid and offers quotations for the penny
     stock;

-    Explain  the  compensation  of the broker-dealer and its salesperson in the
     transaction;

-    Provide  monthly  account statements showing the market value of each penny
     stock  held  in  the  customer's  account;

-    Make  a  special  written  determination that the penny stock is a suitable
     investment  for  the  purchaser  and  receives  the  purchaser's;  and

-    Provide  a  written  agreement  to  the  transaction.


These requirements may have the effect of reducing the level of trading activity
in  the  secondary  market  for our stock. Because our shares are subject to the
penny  stock  rules,  you  may  find  it  more  difficult  to  sell your shares.

EXISTING  STOCKHOLDERS  MAY  EXPERIENCE  SIGNIFICANT  DILUTION  FROM THE SALE OF
SECURITIES  PURSUANT  TO  OUR  INVESTMENT  AGREEMENT  WITH  PRESTON  CAPITAL.

The sale of shares pursuant to our Investment Agreement with Preston Capital may
have  a  dilutive  impact  on  our stockholders. As a result, our net income per
share could decrease in future periods, and the market price of our common stock
could  decline.  In  addition, the lower our stock price at the time we exercise
our put option, the more shares we will have to issue to Preston Capital to draw
down on the full equity line with Preston Capital. If our stock price decreases,
then  our  existing  stockholders  would  experience  greater  dilution.

PRESTON  CAPITAL  WILL  PAY  LESS  THAN  THE THEN-PREVAILING MARKET PRICE OF OUR
COMMON  STOCK.

Our  common  stock to be issued under our agreement with Preston Capital will be
purchased  at a 5% discount to the average of the four lowest closing bid prices
for  the  five  days  immediately following our notice to Preston Capital of our
election to exercise our put right. Preston Capital has a financial incentive to
sell  our  common  stock  immediately  upon  receiving the shares to realize the
profit  between  the  discounted  price and the market price. If Preston Capital
sells  our  shares,  the  price  of our stock could decrease. If our stock price
decreases,  Preston  Capital  may have a further incentive to sell the shares of
our  common  stock  that it holds. The discounted sales under our agreement with
Preston  Capital  could  cause  the  price  of  our  common  stock  to  decline.

                                           13



                            RISKS ABOUT OUR INDUSTRY

OUR  INDUSTRY HAS RAPIDLY CHANGING TECHNOLOGY AND, IF WE DO NOT STAY CURRENT, WE
MAY  LOSE  CUSTOMERS  AND  OUR  BUSINESS  WILL  BE  HARMED.

The  network  installation  industry  and  related technology business involve a
broad  range  of  rapidly changing technologies. Our technologies may not remain
competitive  over time, and others may develop technologies that are superior to
ours  which  may render our products non-competitive. Our business may depend on
trade  secrets,  know-how, continuing innovations and licensing opportunities to
develop  and maintain our competitive position. Others may independently develop
equivalent  proprietary  information or otherwise gain access to or disclose our
information.  Our  confidentiality  agreements  on which we rely may not provide
meaningful  protection  of any trade secrets on which we may depend for success,
or  provide  adequate remedies in the event of unauthorized use or disclosure of
confidential  information  or  prevent our trade secrets from otherwise becoming
known  to  or  independently  discovered  by  our  competitors.

                                 USE OF PROCEEDS

625,000 shares of common stock covered by this prospectus are to be sold by four
selling  shareholders  who  will receive all of the proceeds from such sales. We
will  not  receive any proceeds from the sale of the 625,000 shares. However, we
will  receive  proceeds  from  the  sale  of  our  common shares pursuant to our
Investment Agreement with Preston Capital. Additionally, we may receive proceeds
from  the  sale  of our common shares to C.C.R.I. if C.C.R.I. exercises warrants
that it currently holds.  However, we do not believe C.C.R.I. will exercise the
warrants  in  the near future because the exercise prices of $5.00 and $7.50 are
higher  than  the  current  trading  price  of  our  stock.

The  proceeds  from  our  exercise  of  the put right pursuant to the Investment
Agreement  will  be  used  for  working  capital and general corporate expenses,
expansion  of  our internal operations and potential acquisition costs, although
we  do  not  currently  have  any  agreements  or  arrangements  for  pending
acquisitions.

For  illustrative purposes, we have set forth below our intended use of proceeds
for  the  range  of  net  proceeds  indicated  below  to  be  received under the
Investment  Agreement. The Gross Proceeds represent the total dollar amount that
Preston  Capital  is obligated to purchase. The table assumes estimated offering
expenses  of  $25,000.



                                           14




                                                                   

                                                          Proceeds       Proceeds
                                                        If 100% Sold     If 50% Sold
                                                      -------------      ------------
Gross Proceeds                                         $2,500,000         $1,250,000
Estimated Expenses of the Offering                     $   25,000         $   25,000
                                                      -------------      ------------
Net Proceeds                                           $2,475,000         $1,225,000
                                                      =============      ===========

                                                         Priority           Proceeds
                                                      -------------      ------------

Working capital and general corporate expenses  1st    $1,000,000          $500,000
Expansion of internal operations                2nd    $  500,000          $250,000
Potential acquisition costs                     3rd    $  975,000          $475,000
                                                      -------------      ------------
                                                       $2,475,000         $1,225,000
                                                      =============      ===========


Proceeds  of  the  offering which  are not immediately required for the purposes
described  above  will  be  invested  in  United  States  government securities,
short-term  certificates  of  deposit,  money market funds and other high-grade,
short-term  interest-bearing  investments.

                         DETERMINATION OF OFFERING PRICE

The  selling  stockholders  may  sell shares in any manner at the current market
price  or  through  negotiated  transactions  with  any  person  at  any  price.

                                    DILUTION

Our  net tangible book value as of June 30, 2003 was ($219,386), or ($ .027) per
share  of  common  stock.  Net tangible book value is determined by dividing our
tangible book value (total tangible assets less total liabilities) by the number
of  outstanding  shares  of  our common stock. Since this offering is being made
solely  by the selling stockholders and none of the proceeds will be paid to us,
our  net  tangible  book  value  will  be  unaffected  by this offering. Our net
tangible  book value, however, will be impacted by the common stock to be issued
to Preston Capital. The amount of dilution will depend on the offering price and
number  of  shares to be issued. The following example shows the dilution to new
investors  at  an  offering  price  of  $3.20  per  share.

If  we  assume  that  we were to issue 900,000 shares of common stock to Preston
Capital  at  an  assumed  offering  price  of  $3.20  per share, less $25,000 of
offering  expenses,  our  net tangible book value as of June 30, 2003 would have
been $2,635,614, or $.23 per share. This represents an immediate increase in net
tangible  book  value  to  existing  shareholders  of  $0.257  per  share and an
immediate  dilution  to  new  shareholders  of  $2.97  per  share.

Assumed  public  offering  price per share                                 $3.20
Net  tangible  book value per share before this offering                 ($.027)
Net  tangible  book  value after this offering                        $2,635,614
Net  tangible  book  value per share after this offering                    $.23
Dilution  of  net  tangible book value per share to new investors          $2.97

Increase  in  net  tangible  book value per share to existing shareholders $.257

You  should  be  aware  that  there is an inverse relationship between our stock
price  and  the  number of shares to be issued under the Investment Agreement to
Preston  Capital.  That is, as our stock price declines, we would be required to
issue  a  greater  number  of  shares under the Investment Agreement for a given
advance.  This  inverse  relationship  is demonstrated by the table below, which
shows  the  number  of  shares  to be issued under the Investment Agreement at a
price of $3.20 per share per share and 25%, 50% and 75% discounts to that price.

                                           15




                                                              
Offering price:  $3.20                75%           50%           25%             -
PURCHASE PRICE:(1)                   $0.80         $1.60         $2.40          $3.20
NO.  OF SHARES:(2)               3,600,000     1,800,000     1,200,000        900,000
TOTAL OUTSTANDING:(3) .         16,216,330    14,416,330    13,816,330     13,516,330
PERCENT OUTSTANDING:(4)               22.2%        12.5%          8.7%           6.7%


(1)     Represents  market  price.

(2)  Represents  the number of shares of common stock to be issued at the prices
     set  forth  in  the  table  to  generate  $2.88  million in gross proceeds.

(3)  Represents the total number of shares of common stock outstanding after the
     issuance  of the shares, assuming no issuance of any other shares of common
     stock.

(4)  Represents  the  shares of common stock to be issued as a percentage of the
     total  number  shares  of common stock outstanding (assuming no exercise or
     conversion  of  any  options,  warrants  or  other convertible securities).


                            SELLING SECURITY HOLDERS

Based  upon  information  available to us as of November 24, 2003, the following
table  sets  forth  the  name  of the selling stockholders, the number of shares
owned,  the  number  of  shares registered by this prospectus and the number and
percent  of  outstanding shares that the selling stockholders will own after the
sale  of  the  registered  shares,  assuming  all  of  the  shares are sold. The
information  provided  in the table and discussions below has been obtained from
the selling stockholders. The selling stockholders may have sold, transferred or
otherwise  disposed  of,  or  may sell, transfer or otherwise dispose of, at any
time  or from time to time since the date on which they provided the information
regarding  the  shares  beneficially  owned,  all  or a portion of the shares of
common  stock  beneficially  owned  in transactions exempt from the registration
requirements of the Securities Act of 1933. As used in this prospectus, "selling
stockholder"  includes  donees,  pledgees,  transferees  or  other
successors-in-interest  selling  shares  received  from  the  named  selling
stockholder  as a gift, pledge, distribution or other non-sale related transfer.
However,  this  registration  statement does not cover sales by donees, pledges,
transferees  or  other  successors-in-interest  of  Preston  Capital.

Beneficial  ownership is determined in accordance with Rule 13d-3(d) promulgated
by  the  Commission  under the Securities Exchange Act of 1934. Unless otherwise
noted,  each  person  or  group  identified possesses sole voting and investment
power  with  respect  to  the  shares,  subject to community property laws where
applicable.

                                           16





                                                                   
                           Ownership Before Offering  Shares Being Offered  Ownership After Offering(1)
                           -------------------------  --------------------  ------------------------


Dutchess Advisors, Ltd.(3) 3,049,033                  200,000               2,649,033
Dutchess Private Equities
         Fund, LP(3)       3,049,033                  200,000               2,649,033
Michael Cummings(4)        8,042,650                  100,000               7,942,650
Marketbyte, LLC (5)          250,000                  125,000                 125,000
Preston Capital
         Partners, LLC(6)    250,000                 900,000(8)               250,000
C.C.R.I. Corp.(7)             25,000                 100,000                   25,000


(1)  The  numbers  assume  that  the  selling  stockholders have sold all of the
     shares  offered  hereby  prior  to  completion  of  this  Offering.
(2)  Based  on  12,616,330  shares  outstanding  as  of  September  30,  2003.
(3)  Two  of  our  directors,  Michael  Novielli  and  Douglas Leighton, are the
     Managing  Members  of  Dutchess  Capital  Management,  which is the General
     Partner  of Dutchess Private Equities. Our director, Theodore Smith, is the
     Executive  Vice  President  of  Dutchess  Advisors,  LLC.
(4)  The  8,042,650 shares includes a five year option to purchase an additional
     618,000  shares  of  our  common  stock at a price equal to the closing bid
     price  of  our  common  stock  on  August  29,  2003  which  was  $2.95.
(5)  The  Managing Member  of  Marketbyte,  LLC  is  Larry  Isen.
(6)  The  Managing  Member  of  Preston  Capital  Partners,  LLC is John Wykoff.
(7)  The  President  of  C.C.R.I.  Corp. is  Malcolm  McGuire.
(8)  Represents  shares  we may issue as a result of exercising our right to put
     shares  to  Preston  Capital pursuant to an Equity Line of Credit. Since we
     are not obligated to use the Equity Line of Credit and the amount of shares
     that we may issue pursuant to the Equity Line is partly based on the future
     market  price  of  our  common  stock, we can not predict with accuracy the
     actual  number  of  shares  we  may  issue  to  Preston  Capital.

                              PLAN OF DISTRIBUTION

The  selling  stockholders will act independently of us in making decisions with
respect  to  the  timing, manner and size of each sale. The selling stockholders
may  sell  the  shares  from  time  to  time:

-    in  transactions  on the Over-the-Counter Bulletin Board or on any national
     securities  exchange  or  U.S. inter-dealer system of a registered national
     securities association on which our common stock may be listed or quoted at
     the  time  of  sale;  or
-    in  private transactions and transactions otherwise than on these exchanges
     or  systems  or in the over-the-counter market;
-    at prices related to such prevailing  market  prices,  or
-    in  negotiated  transactions,  or
-    in  a  combination of such methods of sale; or
-    any other method permitted by  law.

The  selling  stockholders  may effect such transactions by offering and selling
the  shares  directly  to  or  through  securities  broker-dealers,  and  such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions  from  the  selling stockholders and/or the purchasers of the shares
for  whom  such  broker-dealers  may  act  as  agent  or  to  whom  the  selling
stockholders  may  sell  as  principal,  or  both,  which  compensation  as to a
particular  broker-dealer  might  be  in  excess  of  customary  commissions.

                                           17


Preston  Capital and Park Capital Securities, LLC and any broker-dealers who act
in  connection  with  the sale of its shares will be deemed to be "underwriters"
within  the  meaning  of  the  Securities Act, and any discounts, concessions or
commissions received by them and profit on any resale of the shares as principal
will  be  deemed to be underwriting discounts, concessions and commissions under
the  Securities  Act.

On  or  prior  to  the effectiveness of the registration statement to which this
prospectus  is a part, we will advise the selling stockholders that they and any
securities  broker-dealers  or  others  who  may  be  deemed  to  be  statutory
underwriters  will be governed by the prospectus delivery requirements under the
Securities  Act.  Under  applicable  rules  and regulations under the Securities
Exchange  Act, any person engaged in a distribution of any of the shares may not
simultaneously  engage in market activities with respect to the common stock for
the  applicable  period  under  Regulation  M  prior to the commencement of such
distribution.  In  addition  and  without  limiting  the  foregoing, the selling
security  owners will be governed by the applicable provisions of the Securities
and  Exchange  Act,  and the rules and regulations thereunder, including without
limitation  Rules  10b-5 and Regulation M, which provisions may limit the timing
of  purchases and sales of any of the shares by the selling stockholders. All of
the  foregoing  may  affect  the  marketability  of  our  securities.

On  or  prior  to  the effectiveness of the registration statement to which this
prospectus  is  a  part,  we  will  advise  the  selling  stockholders  that the
anti-manipulation  rules under the Securities Exchange Act may apply to sales of
shares  in  the  market and to the activities of the selling security owners and
any of their affiliates. We have informed the selling stockholders that they may
not:

-    engage  in any stabilization activity in connection with any of the shares;
-    bid  for or purchase any of the shares or any rights to acquire the shares,
-    attempt  to  induce  any  person to purchase any of the shares or rights to
     acquire  the  shares  other than as permitted under the Securities Exchange
     Act;  or
-    effect  any  sale  or distribution of the shares until after the prospectus
     shall  have  been  appropriately  amended  or supplemented, if required, to
     describe  the  terms  of  the  sale  or  distribution.

We  have  informed  the  selling stockholders that they must effect all sales of
shares  in  broker's  transactions,  through broker-dealers acting as agents, in
transactions  directly  with  market  makers,  or  in  privately  negotiated
transactions  where no broker or other third party, other than the purchaser, is
involved.

The  selling  stockholders  may indemnify any broker-dealer that participates in
transactions  involving  the  sale  of  the  shares against certain liabilities,
including  liabilities arising under the Securities Act. Any commissions paid or
any  discounts  or  concessions  allowed  to any broker-dealers, and any profits
received on the resale of shares, may be deemed to be underwriting discounts and
commissions  under  the  Securities Act if the broker-dealers purchase shares as
principal.

In the absence of the registration statement to which this prospectus is a part,
certain  of  the  selling  stockholders  would be able to sell their shares only
pursuant  to  the  limitations of Rule 144 promulgated under the Securities Act.

                                           18


We  expect  to  incur  approximately  $20,000  in  expenses  related  to  this
registration  statement.  Our  expenses  consist  mainly of accounting and legal
fees.

We  engaged  Park Capital Securities, LLC as our placement agent with respect to
the  securities  to  be issued under the Equity Line of Credit. To our knowledge
Park  Capital  Securities,  LLC has no affiliation or business relationship with
Preston  Capital.  Park  Capital  will  be  our  exclusive  placement  agent  in
connection  with the Investment Agreement.  We agreed to pay the Park Capital 1%
of the gross proceeds from each put with an aggregate maximum of $7,500 over the
term  of  our  agreement.  The  Placement  Agent  agreement  terminates when our
Investment  Agreement  with  Preston Capital terminates pursuant to the terms of
that  Investment  Agreement.

                                LEGAL PROCEEDINGS

In  the  year  ended  December  31,  2002,  a suit was brought against us in the
Superior  Court  of  the  State  of  California,  County  of  San  Francisco, by
Martin  Mast  an  individual  alleging  that  we  made  false  written  and oral
representations  to induce the plaintiff to invest  in our company and that such
investment occurred despite the plaintiff's request  that  the  funds be held in
a brokerage account maintained by a related entity.  A  co-defendant  Aslam Shaw
an  individual  in  the  case  also  filed  a  cross-complaint  in  the  action
alleging  theories  of  recovery  against  us  and  several other defendants and
alleging  fraud,  breach  of  contract,  misrepresentation,  conversion  and
securities fraud against us.  On November 21, 2003, we reached a settlement with
the  plaintiffs  for  $160,000.  We are making payments  in installments through
April  2004.  To  date  $45,000  has  been  paid. We had accrued $300,000 in the
accompanying  financial  statements  against  any  possible  outcome.

On  April  25,  2003  the  Superior  Court  of  the  State of California, County
of Orange, entered a  judgment  in  the  amount  of  $46,120 against us in favor
of  Insulectro  Corp.  a  vendor of our former  subsidiary,  North Texas Circuit
Board, or NTCB. We believe  that  we were never issued proper service of process
for  the  complaint.  In  addition,  on  August  20,  2002  we  sold  NTCB to BC
Electronics  Inc.  Pursuant  to  terms  of  the  share  purchase  agreement,  BC
Electronics  assumes  all  liabilities  of  NTCB.  We  plan  to  vigorously
oppose  the action and request that the judgment be vacated for lack of personal
service.  Although  we  are  the  guarantor on  the  loan, NTCB is the principal
debtor  and  (i)  we  will  bring  action  against NTCB  to  seek relief or (ii)
because  partial  payment  was made by NTCB, it could affect  the  legal  status
of  the  guarantee,  which  we  believe  may  absolve  us  of  liability.

On  April  29,  2003,  Arman Moheban an  individual  brought  a  suit against us
in  the  Superior  Court  of  the  State  of  California, County of Los Angeles,
alleging  breach  of  contract pursuant to a settlement agreement dated
November  20,  2002.  The  suit  alleges  that  we  are  delinquent  in  our
repayment of a $20,000 promissory note, of which $5,000 has been repaid to date.
We  plan  to  vigorously  oppose  the  claim.


                                           19


          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The  names  and  ages of all of our directors and executive officers, along with
their respective positions, term of office and period such position(s) was held,
is  as  follows:



                         
Name                   Age     Position  Held
-----                   ---     --------------

Michael  Cummings       39      Chief  Executive  Officer,  Director

Michael  A.  Novielli   39      Chairman  of  the  Board  of  Directors

Douglas  H.  Leighton   35      Director

Theodore  Smith         27      Director


BIOGRAPHIES  OF  OFFICERS  AND  DIRECTORS

Set  forth  below  is  a brief description of the background of our officers and
directors  based  on  information  provided  by  them  to  us.

MICHAEL  CUMMINGS  has  served as our Chief Executive Officer and director since
May  2003. He previously founded and served as President of Network Installation
Corp.  from  1997  to  2003.  During  the  period  from  1999-2001, Mr. Cummings
purchased  a  controlling  interest  in  Tri-City  Datatel, Inc., a designer and
installer  of  networking  systems.  Mr.  Cummings sold his interest in 2001. In
1983,  Mr.  Cummings  attended  Goldenwest  College  for  Business  Law.

MICHAEL  A.  NOVIELLI has served as our director since April, 2003. Mr. Novielli
is a Managing Partner of Dutchess Capital Management, LLC and Dutchess Advisors,
LLC.  A  co-founder  of  Dutchess  in  1996,  Mr.  Novielli  advises  the senior
management  of  issuers in which Dutchess Private Equities Fund LP has invested,
in  areas  of business development, legal, accounting and regulatory compliance.
Prior  to co-founding Dutchess, Mr. Novielli was a partner at Scharff, Witchel &
Company, a 40 year-old, full service investor relations firm, where he consulted
with  publicly-traded  companies  on  areas of finance and business development.
Prior  to  joining  Scharff,  Mr.  Novielli  was Vice-President of Institutional
Sales-Private  Placements  at  Merit  Capital  Associates,  an  independent NASD
registered  broker-dealer.  Before  joining  Merit,  Mr.  Novielli  began  his
investment  career at PaineWebber, where he served for approximately three years
as  a  registered  representative  servicing  high  net  worth  individuals  and
institutional  clientele. Mr. Novielli has held series 7, 63 and 65 licenses and
received  his  B.S.  in  Business  from the University of South Florida in 1987.

DOUGLAS LEIGHTON has served as our director since April, 2003. Mr. Leighton is a
Managing Partner of Dutchess Capital Management, LLC and Dutchess Advisors, LLC.
A  co-founder  of  Dutchess in 1996, Mr. Leighton oversees trading and portfolio
risk  management of investments made on behalf of Dutchess Private Equities Fund
LP.  Prior  to  co-founding  Dutchess, Mr. Leighton was founder and president of
Boston-based  Beacon  Capital from 1990-1996, which engaged in money management.
Mr.  Leighton  has  held  series  7,  63  and  65 licenses as well as registered
investment  advisor  status  and  holds  a BS/BA in Economics & Finance from the
University  of  Hartford.

                                           20


THEODORE SMITH has served as our director since April, 2003. Mr. Smith serves as
Executive Vice President of Dutchess Advisors LLC, whom he joined in 1998 and is
a liaison between Dutchess Capital Management, LLC on behalf of Dutchess Private
Equities  Fund,  LP  and senior management of companies in the Fund's portfolio.
Prior  to joining Dutchess in 1998, Mr. Smith was a principal at Geneva Atlantic
Capital, LLC where he focused on assisting corporate clients with SEC compliance
matters,  business  plan  preparation  and  presentation  and  capital  markets
financing.  Mr.  Smith  received  his  BS  in  Finance and Marketing from Boston
College.  Mr.  Smith  has also served as a director of several public as well as
private  companies.

Our  board  currently  has  four  directors.  If  a  vote resulted in a tie, the
directors  intend  to reopen the discussion and vote again until a majority vote
is achieved. However, the Board has never used this procedure as all matters are
discussed  and  resolved prior to voting so that a majority vote has always been
achieved  to  date.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, to our knowledge, certain information concerning
the  beneficial  ownership  of  our  common stock as of December 7, 2003 by each
stockholder  known  by  us to be (i) the beneficial owner of more than 5% of the
outstanding  shares  of  common stock, (ii) each current director, (iii) each of
the  executive officers named in the Summary Compensation Table who were serving
as  executive  officers  at  the end of the 2002 fiscal year and (iv) all of our
directors  and  current  executive  officers  as  a  group:




                                        
                            Amount and
                            Nature of
Name and Address of         Beneficial        Percentage
Beneficial Owner(1)         Ownership         of Class(2)

Michael Novielli            3,087,033 (3)     24.5%

Douglas Leighton            3,087,033 (3)     24.5%

Theodore Smith                 54,600 (3)        *

Michael Cummings            8,042,650 (4)     60.8%

Dutchess Private Equities
Funds, L.P.                 3,049,033 (3)     24.2%
312 Stuart St., 3rd Floor
Boston, MA 02116

Dutchess Advisors, Ltd.     3,049,033 (3)     24.2%
312 Stuart St., 3rd Floor
Boston, MA 02116

All directors and current
executive officers as a
group (4 persons)           11,221,983        84.8%

       *   Less than 1% of outstanding shares of Common Stock.

(1)  The  address  of  all  individual  directors  and executive officers is c/o
     Network  Installation Corporation, 18 Technology Drive, Suite 140A, Irvine,
     CA  92618.

(2)  The  number  of  shares of common stock issued and outstanding on September
     30, 2003 was 12,616,330 shares. The calculation of percentage ownership for
     each  listed  beneficial owner is based upon the number of shares of common
     stock  issued  and outstanding on September 30, 2003, plus shares of common
     stock  subject  to  options  held  by  such person on September 30,2003 and
     exercisable  within  60  days thereafter. The persons and entities named in
     the  table have sole voting and investment power with respect to all shares
     shown  as  beneficially  owned  by  them,  except  as  noted  below.

(3)  Two  of  our  directors,  Michael  Novielli  and  Douglas Leighton, are the
     principals of Dutchess Advisors. Messrs. Novielli and Leighton are also the
     principals of Dutchess Capital Management LLC, which is the general partner
     to  Dutchess  Private  Equities  Fund. Our director, Theodore Smith, is the
     Executive  Vice President of Dutchess Advisors, LLC. Dutchess Advisors owns
     700,000  shares  of  our  common stock. Dutchess Private Equities Fund owns
     2,349,333  shares  of  our common stock. Messrs. Novielli and Leighton each
     individually  own  37,500  shares of our common stock. Messrs. Novielli and
     Leighton  share  voting and dispositive power over the shares of our common
     stock  held  by  Dutchess  Advisors  and  Dutchess  Private  Equities Fund.

(4)  Includes  a five year option to purchase 618,000 shares of our common stock
     at a price equal to the closing bid price of our common stock on August 29,
     2003  which  was  $2.95.


                                           21


                            DESCRIPTION OF SECURITIES

COMMON  STOCK

Our Articles of Incorporation authorize us to issue 100,000,000 shares of common
stock,  par  value  $.001 per share. As of September 30, 2003, 12,616,330 common
shares  were  issued  and  outstanding.

VOTING RIGHTS. Each share of our common stock entitles the holder thereof to one
vote,  either  in  person or by proxy, at meetings of stockholders. Our Board of
Directors  is  elected  annually  at  each  annual  meeting of the stockholders.
Stockholders  are  not permitted to vote their shares cumulatively. Accordingly,
the holders of more than 50% of the voting power can elect all of our directors.

DIVIDEND  POLICY. All shares of common stock are entitled to participate ratably
in dividends when, as and if declared by our Board of Directors out of the funds
legally available therefore. Any such dividends may be paid in cash, property or
additional  shares  of  common  stock.  We  have  not  paid  any dividends since
inception  and  presently anticipate that all earnings, if any, will be retained
for  development  of  our business. We expect that no dividends on the shares of
common  stock  will  be declared in the foreseeable future. Any future dividends
will  be  subject  to  the  discretion of our Board of Directors and will depend
upon,  among  other  things,  our  future  earnings,  operating  and  financial
condition, capital requirements, general business conditions and other pertinent
facts.  We  may  never  pay  dividends  on  our  common  stock.

MISCELLANEOUS  RIGHTS AND PROVISIONS. Holders of common stock have no preemptive
or  other  subscriptions  rights, conversions rights, redemption or sinking fund
provisions. In the event of the liquidation or dissolution, whether voluntary or
involuntary,  of Network Installation, each share of common stock is entitled to
share  ratably in any assets available for distribution to holders of the equity
of  Network  Installation  after  satisfaction  of  all  liabilities.

TRANSFER  AGENT

Our  transfer  agent  for  our  common  stock  is:

Pacific  Stock  Transfer
500  East  Warm  Springs
Suite  240
Las  Vegas,  NV  89119
Telephone:  (702)  361-3033

                      INTEREST OF NAMED EXPERTS AND COUNSEL

No  expert  or  counsel  within  the  meaning  of  those terms under Item 504 of
Regulation  S-B will receive a direct or indirect interest in the small business
issuer  or  was  a  promoter, underwriter, voting trustee, director, officer, or
employee  of  Network Installation. Nor does any such expert have any contingent
based  agreement  with  us  or  any  other  interest  in  or  connection  to us.

                                           22


     DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
                                   LIABILITIES

INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

Article  VIII  of  our By-laws provides: Except as hereinafter stated otherwise,
the Corporation shall indemnify all of its officers and directors, past, present
and  future,  against  any  and  all expenses incurred by them, and each of them
including  but  not  limited to legal fees, judgments and penalties which may be
incurred,  rendered  or levied in any legal action brought against any or all of
them  for  or  on  account of any act or omission alleged to have been committed
while  acting  within the scope of their duties as officers or directors of this
Corporation.

Article  VIII  of  our  Articles  of  Incorporation states that: The Corporation
shall,  to  the  fullest  extent permitted by the General Corporation Law of the
State  of Nevada, as the same may be amended and supplemented, indemnify any and
all  persons  whom  it  shall  have  power  to indemnify under said Law from and
against  any  and all of the expenses, liabilities, or other matters referred to
in or covered by said Law, and the indemnification provided for herein shall not
be  deemed  exclusive  of  any  other  rights  to which those indemnified may be
entitled  under  any  Bylaw,  agreement,  vote  of stockholders or disinterested
directors  or  otherwise,  both  as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person  who  has  ceased to be a director, officer, employee, or agent and shall
inure  to  the  benefit  of  the  heirs, executors, and administrators of such a
person.

Under  the foregoing provisions of our Certificate of Incorporation and By-Laws,
each  person  who  is or was a director or officer shall be indemnified by us to
the  full  extent  permitted  or  authorized  by  the General Corporation Law of
Nevada.  Under  such  law,  to  the extent that such person is successful on the
merits  of defense of a suit or proceeding brought against such person by reason
of  the  fact that such person is a director or officer of Network Installation,
such  person  shall  be indemnified against expenses, including attorneys' fees,
reasonably  incurred  in connection with such action. If unsuccessful in defense
of  a  third-party  civil  suit or a criminal suit or if such a suit is settled,
such  a  person  shall  be  indemnified under such law against both (1) expenses
(including  attorneys'  fees)  and  (2)  judgments,  fines  and  amounts paid in
settlement  if  such  person  acted  in  good  faith and in a manner such person
reasonably  believed  to  be in, or not opposed to, our best interests, and with
respect to any criminal action, had no reasonable cause to believe such person's
conduct  was  unlawful.

If  unsuccessful  in  defense of a suit brought by or under the right of Network
Installation,  or  if  such  suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in the
defense  or  settlement of such suit if such person acted in good faith and in a
manner  such  person  reasonably  believed to be in, or not opposed to, our best
interests, except that if such a person is adjudicated to be liable in such suit
for  negligence  or  misconduct  in the performance of such person's duty to us,
such  person  cannot be made whole even for expenses unless the court determines
that  such  person  is fairly and reasonably entitled to be indemnified for such
expenses.

As  soon as may be practicable, we expect to cover our officers and directors by
officers'  and  directors'  liability insurance in an amount to be determined by
the  Board  of Directors which will include reimbursement for costs and fees. We
expect  to  enter  into  Indemnification  Agreements  with each of our executive
officers  and  directors which will provide for reimbursement for all direct and
indirect  costs  of any type or nature whatsoever (including attorneys' fees and
related  disbursements)  actually  and  reasonably  incurred  in connection with
either  the  investigation,  defense  or  appeal  of  a  Proceeding, as defined,
including  amounts  paid  in  settlement  by  or  on  behalf  of  an Indemnitee.

                                           23


We  entered into a Consulting Agreement with Dutchess Advisors on April 1, 2003.
Two  of  our directors, Michael Novielli and Douglas Leighton, are principals of
Dutchess  Advisors.  This  Agreement  provides  that  we will indemnify Dutchess
Advisors  for  all  actions,  causes  of  action,  suits, claims, losses, costs,
penalties,  fees, liabilities and damages, and expenses in connection therewith,
including  reasonable  attorneys'  fees  and disbursements, incurred by Dutchess
Advisors  as  a  result  of  (i)  any  misrepresentation  or  breach  of  any
representation or warranty made by us in the Agreement or any other certificate,
instrument or document, (ii) any breach of any covenant, agreement or obligation
contained  in  this  Agreement or any other certificate, instrument or document,
(iii)  any  cause  of  action,  suit  or  claim brought or made against Dutchess
Advisors  by  a  third  party  and  arising  out  of  the  execution,  delivery,
performance  or  enforcement  of  this  Agreement  or  any  other  certificate,
instrument  or document, except insofar as any such misrepresentation, breach or
any  untrue statement, alleged untrue statement, omission or alleged omission is
made  in  reliance  upon and in conformity with written information furnished to
Dutchess  Advisors  by  us.

On April 8, 2003, we entered into a Subscription Agreement with Dutchess Private
Equities  Fund  which provides that we shall defend, protect, indemnify and hold
harmless  Dutchess  Private  Equities Fund from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and
damages,  and  expenses  in  connection  therewith,  and  including  reasonable
attorneys'  fees and disbursements incurred by Dutchess Private Equities Fund as
a  result  of  (i)  any  misrepresentation  or  breach  of any representation or
warranty  made  by  us  (ii) any breach of any covenant, agreement or obligation
(iii)  any  cause  of  action,  suit  or  claim brought or made against Dutchess
Private  Equities  Fund  by  a  third  party  and  arising out of the execution,
delivery,  performance  or  enforcement  of  the  document  contemplated  in the
Agreement,  (iv) any transaction financed or to be financed with the proceeds of
the  issuance  of  the Debentures or (v) the status of Dutchess Private Equities
Fund as our investor, except insofar as any untrue statement or omission is made
in  reliance  upon  and  in conformity with written information furnished to the
Registrant by Dutchess Private Equities Fund. If Dutchess Private Equities Fund,
other  than  by  reason  of  its gross negligence or willful misconduct, becomes
involved  in  any capacity in any action, proceeding or investigation brought by
any  shareholder  in  connection  with transactions contemplated by transactions
between  us  and  Dutchess  Private  Equities  Fund,  we will reimburse Dutchess
Private  Equities  Fund  for  its  reasonable  legal  and  other  expenses.

COMMISSION POSITION ON INDEMNIFICATION OF OFFICERS AND DIRECTORS FOR LIABILITIES
ARISING  UNDER  THE  SECURITIES  ACT  OF  1933

We  have  been  advised  that  in  the  opinion  of  the Securities and Exchange
Commission,  insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 (the "Act") may be permitted to our directors, officers
and  controlling  persons  pursuant  to  the  foregoing  provisions,  such
indemnification  is  against  public  policy  as  expressed  in  the  Act and is
therefore  unenforceable.  In the event a claim for indemnification against such
liabilities  (other  than  our  payment  of  expenses  incurred  or  paid by our
director, officer or controlling person in the successful defense of any action,
suit  or proceeding) is asserted by such director, officer or controlling person
in  connection  with  the  securities  being  registered, we will, unless in the
opinion  of  its  counsel  the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction the question of whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                           24


           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This  prospectus  contains  forward-looking  statements  that  involve risks and
uncertainties. We generally use words such as "believe," "may," "could," "will,"
"intend,"  "expect,"  "anticipate,"  "plan," and similar expressions to identify
forward-looking  statements.  You  should  not  place  undue  reliance  on these
forward-looking  statements.  Our  actual  results  could differ materially from
those  anticipated in the forward-looking statements for many reasons, including
the  risks  described in our "Risk Factor" section and elsewhere in this report.
Although we believe the expectations reflected in the forward-looking statements
are  reasonable,  they  relate  only  to  events  as  of  the  date on which the
statements  are made, and our future results, levels of activity, performance or
achievements may not meet these expectations. Moreover, neither we nor any other
person  assumes  responsibility  for  the  accuracy  and  completeness  of  the
forward-looking  statements.  We  do  not  intend  to  update  any  of  the
forward-looking  statements  after  the  date  of this document to conform these
statements  to  actual  results  or  to  changes  in our expectations, except as
required  by  law.


                             DESCRIPTION OF BUSINESS

HISTORY

We incorporated in the State of Nevada as Color Strategies on March 24, 1998. On
October  1, 1999, we created a wholly-owned subsidiary named Infinite Technology
Holding,  Inc.  On December 23, 1999, we changed our name to Infinite Technology
Corporation.  On  May  4,  2000,  we  changed  our name from Infinite Technology
Corporation  to  Network  Installation Corporation. On the same date, we changed
the  name  of our wholly-owner subsidiary to Network Installation Holdings, Inc.

In  May  of  2000,  we  acquired  Mardock,  Inc.,  a  designer, manufacturer and
distributor  of  apparel and promotional products. In August 2000, we acquired a
majority  interest  in  North  Texas  Circuit  Board  Co.,  or  NTCB through the
acquisition  of  67%  of  the  common stock of Primavera Corporation, the parent
company  of  NTCB, in exchange for 195,000 shares of our common stock, valued at
$325,000,  plus  a  contribution  of  $1,250,000  in  cash to NTCB as additional
working  capital.  NTCB  manufactures  high  quality  printed circuit boards. In
September 2000, we acquired 80% of the outstanding stock of OpiTV.com. OpiTV.com
was  an  I-commerce  technology company in the development stage with a business
plan  to  market  and  distribute  a TV device. In November 2000, we acquired an
additional  13%  of  Primavera  Corporation. This increase in equity brought our
indirect  ownership  of  NTCB  from  67%  to  80%.

In  late  2000,  management determined that our capital and management resources
were  spread  too  thin to properly address the capital needs and the management
needs  of  our  three subsidiaries. As a result, in July of 2001, we sold all of
our  common  stock  ownership  in  Mardock,  Inc.  and  OpiTV.com.

In  July  2001,  we  acquired  the remaining 20% of Primavera's common stock. On
August  20,  2002, we sold NTCB to a third party in exchange for cancellation of
debt  of  approximately  $2,255,860 and retention by us of a 10% interest in the
after  tax  profit  of  NTCB  to us for a period of five years subsequent to the
consummation  of  the  transaction. On December 27, 2002, we disposed of 100% of
Flexxtech  Holdings,  Inc.  Flexxtech  Holdings  was  the  parent corporation of
Primavera  Corporation.  After  the  sale  of  NTCB,  Flexxtech  Holdings had no
significant  assets  and  was  disposed  of  to  Western  Cottonwood  Corp.,  an
affiliate,  for  nominal  consideration  of  $10.

On October 1, 2002, we signed to acquire 80% of the outstanding common shares of
W3M,  Inc.,  dba  Paradigm  Cabling  Systems,  a  privately  held  California
corporation,  in a stock for stock exchange. Paradigm is a full service computer
cabling, networking and telecommunications integrator contractor. As part of the
transaction,  we  agreed  to  use our best efforts to arrange for an infusion of
$250,000  in additional capital, either as debt or equity or some combination of
both,  to  Paradigm,  in order to increase its working capital. However, we were
unable  to  arrange  infusion  of  the  capital  per  the  agreement.

On April 8, 2003, we and Paradigm agreed that the transaction is void ab initio,
that  is,  at  its inception, with the effect that Paradigm remains the owner of
all  of  its  assets  and  the shares of our preferred stock are restored to the
status  of  authorized  shares. The Purchase Agreement and all related documents
and  all  documents delivered in connection therewith were thereby terminated ab
initio  and  are  of  no  force  or  effect whatsoever. In connection with funds
invested as working capital into Paradigm during the period from October 1, 2002
until April 1, 2003, we issued to Ashford Capital LLC and e-fund Capital/Barrett
Evans,  5  year  convertible  debentures  in  the  amount of $65,000 and $75,000
respectively.  Ashford  and  eFund made investments directly into Paradigm under
the  assumption  that  a merger between Paradigm and us would be consummated. As
part  of  the  rescission  negotiations,  we  agreed  to issue the debentures to
Ashford  and  eFund.  Michael Cummings, President of Paradigm also resigned as a
Director  of  our Board  of  Directors.

                                          25


On  April  9,  2003,  we  executed  a Restructuring Agreement. The Agreement was
executed  to  restructure  our  balance sheet in order to more easily attract an
operating  business  to  merge  with  or  acquire. Pursuant to the Restructuring
Agreement,  Western  Cottonwood  Corporation,  a  related  party through a major
shareholder, agreed to forgive its notes receivable and interest receivable from
us  as  of  December  31, 2002. The receivable totaling $1,984,850 was booked in
consideration  for  cash  we  received  from  Western Cottonwood. The receivable
totaling  $1,984,850,  was  forgiven  in exchange for shares of our common stock
totaling  4.9%  of  the total outstanding shares immediately following our first
merger  or  acquisition  transaction.  The  principal  shareholder  of  Western
Cottonwood  Corporation  and  Atlantis Partners, Inc. is John Freeland, formerly
our  largest  investor.  Mr. Freeland was also formerly an affiliate through his
beneficial  ownership  of  23%  of  our total outstanding shares through Western
Cottonwood.  Mr.  Freeland  is  no  longer  an  affiliate. To our knowledge, his
current  beneficial  ownership  represents 3.9% of our current total outstanding
shares.  Pursuant to the agreement, (i) Western Cottonwood and Atlantis Partners
shall  maintain  a combined ownership percentage of a non-dilutive 4.9% and Greg
Mardock, our former president, shall maintain a combined ownership percentage of
a  non-dilutive  2% through our first merger or acquisition transaction and (ii)
Mr.  Mardock  resigned as President and Director(iii) three nominees of Dutchess
Private  Equities  Fund,  LP  were  appointed  directors.

In  April  2003,  we executed a Letter of Intent to merge with Irvine, CA- based
Network  Installation  Corporation.  Network  Installation  is  a  designer  and
installer  of  data,  voice,  and video networks. The transaction closed in May,
2003.  The  total  consideration  and  method of payment are $50,000 in cash and
7,382,000  shares of our common stock. In addition, we issued a five year option
to  purchase an additional 618,000 shares of our common stock to Mr. Cummings if
our  total revenue exceeds $450,000 for the period beginning on June 1, 2003 and
ending  August  31,  2003.  The  option  is  exercisable at a price equal to the
closing  bid  price  of  our  common  stock  on  August  31,  2003.

Network Installation was established in July 1997 as a California corporation as
a  low  voltage-cabling  contractor  and  in  1999  changed its focus to provide
products,  project management, design and installation within the networking and
communications  sector.

OVERVIEW

We  are  a  project  engineering  company  that  designs  and installs specialty
communication  systems  for  data,  voice,  video  and telecom. We determine our
clients' requirements by doing a need analysis and site audit. Then we implement
our  design  and  specification of the specialty communication system, which may
include  Wireless  Fidelity,  or  Wi-Fi, with the deployment of a fixed Wireless
Local  Area  Network,  or  WLAN.  We believe we can integrate superior solutions
across  a vast majority of communication requirements because we have experts in
each  aspect  of communication services from the design, project management, the
installation  of  our  products through the maintaining of our products. We earn
revenue  for  services  rendered  which  include;  (i) the installation of data,
voice, video and telecom networks; (ii) the sale of networking products that are
installed  and (iii) consulting services in the assessment of existing networks.

We  have  a  two-pronged  approached to our business model. One is the continued
focus  on  our  core  competency  of  project  management  service which entails
inventory management, maintaining project timelines, auditing completed work and
quality  assurance  of  projects  in  wired  networking  infrastructure, design,
installation  and  support  of  communications solutions. Second, is to leverage
that expertise in our pursuit of the infrastructure build-out of Wi-Fi and WLAN.
With  our  experience  and  expertise  in  the  wired  networking infrastructure
industry, we can design, manage, install and service our wireless customers with
the same processes, personnel and management. Many of our competitors are new to
deploying  wireless  infrastructure  and  have  never  installed  any  type  of
infrastructure.  We believe we can leverage our expertise to compete in this new
technology.

                                          26


INDUSTRY  OVERVIEW  (SPECIALTY  COMMUNICATION  SYSTEMS)

A  structured  cabling system is a set of cabling and connectivity products that
integrates the voice, data, video, and various management systems of a building,
such  as  safety  alarms,  security  access  and  energy  systems. These systems
typically  consist  of  an  open  architecture,  standardized  media and layout,
standard  connection  interfaces,  adherence  to  national  and  international
standards,  and  total system design and installation. Other than the structured
cabling system, voice, data, video, and building management systems have nothing
in common except similar transmission characteristics, such as analog or digital
data signals, and delivery methods such as conduit, cable tray, or raceway, that
support  and  protect  the  cabling  investment.

Modern  Ethernet  networking  equipment is designed around the concept that each
device  in  a  building's  network has a dedicated media connection to a central
"hub". In a standard hub the LAN bandwidth is shared among all the station. With
dedicated  hubs, also called switched technology, a given cable is allocated for
use  by  a  single  device.

This  was  not always the case. The original design of network systems assumed a
common,  shared  medium: coaxial cable. Structured cabling systems, while having
drawbacks  with  regards to absolute transmission performance, show considerable
cost savings to the owner by reducing the costs of moves, changes and additions.
These  benefits  far  outweigh  the  cost  of  implementation, making structured
cabling  the  optimum  choice  for  building  wiring.

The  industry  had  been  dominated  by  thousands  of  proprietors  with former
employment experience in telecommunications and electrical contracting. With the
boom  in  technological advances over the past fifteen years, the convergence of
data  medium;  text,  voice,  and  video  has placed a premium in obtaining such
information,  faster,  cheaper  and  now  wireless.  This  paradigm shift in the
functionality  of  data  transmission  now mandates a more detailed insight into
computer science, project management and a thorough understanding of a potential
customer's  total  communications  needs.

INDUSTRY  OVERVIEW  (WI-FI)

We  believe,  in the past two years, Wireless Fidelity, also known as Wi-Fi, has
emerged  as  the  dominant  standard for wireless local areas networks, or WLANS
worldwide.  A  Wi-Fi  network  can  cover an area of typically 100-500 feet with
Internet  access  hundreds  of  times faster than a modem connection. We believe
that, unlike other wireless technologies such as CDMA and GSM, Wi-Fi enjoys 100%
global acceptance and that it has become a single networking standard for all
developers,  equipment  manufacturers,  service  providers  and  users.

Hundreds of equipment manufacturers are now flooding the market with millions of
Wi-Fi  cards  and access points. The single Wi-Fi standard ensures these devices
all  interoperate  with  each  other,  so,  for example, an access point made by
Netgear  will  communicate  with  a  network  card  from  Linksys.

Hundreds  of new companies have begun setting up Wi-Fi access points called "hot
spots"  in  cafes,  hotels, airports, book stores and other public spaces. These
hot  spot  operators  install  Wi-Fi  access  points  and either sell high speed
wireless  Internet  access  for  a  fee  or  offer  it  to  the public for free.

                                           27


Hot  Spot  Operators  include  Wayport,  STSN, Surf and Sip, StayOnline, Pronto,
NetNearU,  Deep Blue, Fatport, Air Portal, Ikano, Picopoint, TheCloud and Azure.
In  the  last  year,  major wireless carriers have thrown their hat in the ring,
including T-Mobile, which is building hot spots in Starbucks cafes, Borders book
stores,  Kinko's  stores  and  airline  clubs,  AT&T  Wireless, British Telecom,
Swisscom,  Telecom  Italia  and  Sprint  PCS.

Forces  outside  the  industry  are also rapidly arming users with Wi-Fi radios.
Consumers  also  buying  Wi-Fi-compatible hardware in their laptops and PDAs for
use  in  the  office  or  home.

We  believe  Wi-Fi  is  over  100 times faster than a standard modem connection.
Wi-Fi  is  also  significantly  faster  than  the  wireless services provided by
cellular  carriers  which  typically deliver throughput between 40k and 60k. The
actual  speed  experienced  by  hot  spot  users is determined by the hot spot's
connection  to  the  Internet, which can range from low-end DSL (384k) to one or
more  T1s  (1.5Mb  and  up),  but this still promises much faster speed than any
other  available  technology.

We  are  seeking  to exploit the rapid build up of wireless networks by focusing
our  marketing  efforts  on  its currently installed base of universities, K-12,
municipalities  and  Fortune  1000  companies.

OUR  BUSINESS

A  company's  communication  network is critical in achieving the timely flow of
information.  Typically,  a  company's  network  expands  beyond  its  existing
headquarters  to  remote  offices  and  remote  users.  The number of networking
applications  continues  to  grow  and the demand for high-speed connectivity to
move data back and forth is increasing dramatically. Until recently, a company's
only  alternative  in  obtaining  high-speed  connectivity  was  to  contact the
telephone  company  and  have  a  high-speed  landline service installed so that
connectivity  could  be  achieved between its locations. The issue today is that
these  high-speed  landlines take too much time to install, are not available in
all  locations, do not solve remote application usage and are costly to use on a
monthly  basis.

We  seek  to  exploit the growing demand in high-speed connectivity by providing
complete  network  solutions  including  best  of  breed  wireless  products,
engineering  services for which our technicians design the applications required
for  the  network  build  out,  structured  cabling and deployment. We offer the
ability  to  integrate  superior  solutions  across  the  vast  majority  of
communication  requirements.

There  are  multiple  products  associated  with  the  deployment  of a wireless
solution  including  microwave  equipment,  free  space  optical  equipment  and
specialty  components.  There  are  also important services such as site design,
product  integration,  structured  cabling,  network  security,  training  and
technical  support.  The  integration  of  all  these  products  and services is
critical  in  achieving  the  desired  results  for  the  customer. The specific
products  used  and  services  offered  vary  depending  on the connection speed
required  and  distances  between  points.  We  provide  specialty communication
systems,  Wi-Fi  deployment  and  WLANs  to  corporations,  municipalities  and
educational  institutions.

                                           28


We  define  wireless  deployment  as  the  internal  and  external  design  and
installation  of a wireless solution to support connectivity between two or more
points  without the utilization of landline infrastructure. End users turn to us
to  design  and integrate a wireless solution, as there are many components from
various  technology  providers.  Wireless  solutions  can  offer  a  user:
-  High-speed  connectivity;
-  Immediate  installation;
-  Network  ownership;  and
-  Low  costs.

We also provide network security, train end users and provide on-going technical
support  to  insure  a  successful  installation.

In  January 2004, we opened a Sales and Service location in Las Vegas, Nevada to
expand  our  business  beyond California and reach new customers in that region.

SUPPLIERS

While  we  are  predominately a service company, we purchase and resell products
such  as  networking  routers,  cable,  software  and  video  equipment that are
involved  in  our  project  installations. We purchase our products from various
distributors.  Should  any  of these distributors cease operations, our business
would  not  be  adversely  affected because these products are readily available
from  multiple  distributors  locally,  regionally  or  nationally.

We have agreements with Vivato and Motorola Inc. that give us what we believe to
be  the  finest  suite  of  products  in the installation of wireless solutions.
Through  our  Motorola  agreement  and  the  use of one of its flagship wireless
products  "The  Canopy,"  we  have the ability to install point to point service
directly  for  Wireless  Internet  Service  Providers or proprietors of WLANs or
expanded  'Hot Zones' up to 4 kilometers through our Vivato agreement. Vivato is
a  San  Francisco-based  network  infrastructure company and manufacturer of the
industry's  first Wi-Fi switches for enterprises and service providers. Adhering
to  the  IEEE  802.11  standard,  Vivato's  patent-pending  PacketSteering(TM)
technology  changes  the  old  rules  of Wi-Fi deployment. Vivato Wi-Fi switches
deliver  unprecedented  range  and  capacity,  with  enterprise-class  security.

SALES  AND  MARKETING

Our  employees  market and sell our services through a direct team of five sales
and  project  management  professionals.  We  are  proactive  and  able to visit
personally with our clients from time to time. We do not employ an outside sales
force.

We  also  use  several  methods  of mass marketing to advertise our products and
services  including  direct  mailings,  and  the distribution of brochures which
describe  our  services. Additionally, we maintain a web site that describes our
services.  We  believe  that  these methods of marketing are a key factor in the
securing  of  new  business.

CUSTOMERS

We currently provide our products and services to the markets in K-12 education,
universities,  municipalities  and  Fortune  1000 companies. Some of our current
customers  include  the  University  of  California - Los Angeles, University of
Southern California, Wells Fargo and Safeway. The University of California - Los
Angeles  currently  represents approximately 30% of our annual revenue. No other
customer  represents  more  than  10%  of  our  annual  revenue.

                                           29


COMPETITION

The  network  cabling  market  is very fragmented and highly competitive. In the
markets  where  we  operate,  we  experience  intense  competition  from  other
independent  providers  of  network solutions. Our competitors include regional,
privately-held companies including Sunglo Communications, Pacific Coast Cabling,
and  Netversant.  We  are  aware  of  only  one publicly-traded competitor, WPCS
International  Inc. There is no one dominant competitor. We believe that success
in the industry is based on maintenance of product quality, competitive pricing,
delivery  efficiency,  customer  service and satisfaction levels, maintenance of
satisfactory  dealer  relationships, and the ability to anticipate technological
changes  and  changes  in  customer  preferences.  We  believe  our  competitive
advantage  lies  in  our  ability  to  provide  superior  customer service while
offering  a  more  diverse  line  of hard product offering than our competitors.

EMPLOYEES

As  of October 3, 2003, we employed 25 full time employees, four are executives,
five  are  in  sales and marketing, fifteen are project managers and technicians
and one is in administration. We believe our relations with all of our employees
are  good.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

OVERVIEW

We  are  a  project  engineering  company  that  focuses  on  the implementation
requirements  of  specialty  communication systems, Wireless Fidelity, or Wi-Fi,
deployment  and  fixed  Wireless  Local  Area  Networks,  or WLANs. We offer the
ability  to integrate superior solutions across a vast majority of communication
requirements.

We  have  a  two-pronged  approached to our business model. One is the continued
focus  on  our  core  competency  of  project  management  in  wired  networking
infrastructure,  design,  installation  and support of communications solutions.
Second,  is  to  leverage that expertise in our pursuit of the infrastructure to
build-out  of  Wi-Fi  and  WLANs.

CRITICAL  ACCOUNTING  POLICIES

We have identified the policies below as critical to our business operations and
the  understanding  of  our results of operations. The impact and any associated
risks  related  to  these  policies  on  our  business  operations are discussed
throughout  this  section  where  such policies affect our reported and expected
financial  results.  For  a  detailed discussion on the application of these and
other  accounting  policies,  see  in  the  Notes to the financial statements of
Network  Installations  for the year ended December 31, 2002 included with 8-K/A
filed  on  September  2,  2003.  Note  that  our preparation of our Consolidated
Financial  Statements  requires us to make estimates and assumptions that affect
the  reported amounts of assets and liabilities, disclosure of contingent assets
and  liabilities  at  the  date  of  our  financial statements, and the reported
amounts  of  revenue  and  expenses during the reporting period. There can be no
assurance  that  actual  results  will  not  differ  from  those  estimates.

Our  accounting  policies  that  are  the most important to the portrayal of our
financial  condition  and  results,  and  which  require  the  highest degree of
management  judgment  relate  to  revenue  recognition,  the  provision  for
uncollectible  accounts  receivable,  property  &  equipment,  advertising  and
Issuance  of  shares  for  service.

                                           30


Our  revenue  recognition  policies  are  in  compliance  with  all  applicable
accounting  regulations,  including  American  Institute  of  Certified  Public
Accountants (AICPA) Statement of Position (SOP) 81-1, Accounting for Performance
of  Construction-Type  and  Certain  Production-Type  Contracts.  Revenues  from
installations, cabling and networking contacts are recognized when the contracts
are  completed.  The completed-contract method is used because the contracts are
short-term  in  duration  or the Company is unable to make reasonably dependable
estimates  of  the  costs  of  the  contracts.

Our  revenue  recognition  policy  for sale of network products is in compliance
with  Staff  accounting  bulletin  (SAB)  101.  Revenue from the sale of network
products  is  recognized when a formal arrangement exists, the price is fixed or
determinable,  the  delivery  is  completed  and  collectibility  is  reasonably
assured.

We estimate the likelihood of customer payment based principally on a customer's
credit  history  and  our general credit experience. To the extent our estimates
differ  materially  from  actual  results,  the  timing  and  amount of revenues
recognized  or  bad  debt  expense recorded may be materially misstated during a
reporting  period.

Property  and  equipment  is  carried  at  cost.  Depreciation  of  property and
equipment  is  provided  using  the  declining balance method over the estimated
useful  lives of the assets at five to seven years. Expenditures for maintenance
and  repairs  are  charged  to  expense  as  incurred.

We  expense  advertising  costs  as  incurred.

We  account for the issuance of equity instruments to acquire goods and services
based  on  the  fair  value  of  the goods and services or the fair value of the
equity  instrument  at  the  time  of  issuance,  whichever  is  more  reliably
measurable.

GOING  CONCERN  OPINION

Our  audited  financial  statements for the fiscal year ended December 31, 2002,
reflect  a net loss of $109,806. Our unaudited financial statements for the nine
month period ended September 30, 2003 reflect a net loss of $2,817,494. Although
these  conditions  raised  substantial  doubt about our ability to continue as a
going  concern if we do not acquire sufficient additional funding or alternative
sources  of  capital  to  meet  our  working  capital needs, we believe we could
continue  operating  for  the  next twelve months without additional capital but
would  have  to  curtail  our  operations  and plans for expansion.  Our plan to
continue  operations in relation to our going concern opinion is to complete the
registration  process  with  the  SEC so we can access the Equity Line of Credit
provided  by  Preston  Capital.  We  believe  proceeds from this offering should
enable  us  to  return  to  profitability.

                                           31


THREE  MONTHS  AND  NINE  MONTH  PERIODS ENDED SEPTEMBER 30, 2003 AS COMPARED TO
THREE  MONTHS  AND  NINE  MONTH  PERIODS  ENDED SEPTEMBER 30, 2002 (RESTATED FOR
DISPOSAL  OF  SUBSIDIARIES)

RESULTS  OF  OPERATIONS
-----------------------

We  generated consolidated revenues of $444,736 and $1,199,688 for the three and
nine  months  ended  September 30, 2003 as compared to $760,450 and $813,543 for
the  three  months  and  nine  months  ended September 30, 2002. The decrease in
revenues  for this quarter when compared to the same quarter last year is due to
the  structure  of  some K-12 contracts, which were required by the client to be
invoiced by September 30, 2002.  We received fewer K-12 contracts for the period
ended September 30, 2003 vs. the same period in 2002 due to budget cuts from the
state of California in 2003. We also experienced an increase in higher education
contracts during the period ended September 30, 2003 vs. same period 2002 due to
an  increase  in target marketing to this sector.  Our year to date revenues are
higher than the same period a year ago due to an increase in the total amount of
new  contracts  received. Currently, our cash needs include, but are not limited
to,  legal  and  accounting  services,  and  future  acquisitions

NET  REVENUES
-------------

We  generated  net  revenues  of  $444,736 and $1,199,688 for the three and nine
months  ended  September  30,  2003 as compared to $760,450 and $813,543 for the
three  months and nine months ended September 30, 2002. The decrease in revenues
for  this  quarter  when  compared  to  the same quarter last year is due to the
structure  of  some  K-12  contracts,  which  were  required by the client to be
invoiced by September 30, 2002.  We received fewer K-12 contracts for the period
ended September 30, 2003 vs. the same period in 2002 due to budget cuts from the
state of California in 2003. We also experienced an increase in higher education
contracts during the period ended September 30, 2003 vs. same period 2002 due to
an  increase  in  target marketing to this sector. Our year to date revenues are
higher than the same period a year ago due to an increase in the total amount of
new contracts received. All of our revenue in the current period is from Network
Installation  Corp.  Our  operations  from the subsidiaries disposed off in 2002
have  been  separately  classified  in  the  Statements  of  Operations.

COST  OF  REVENUES
------------------

We  incurred  Cost  of  Revenue  of $358,131 and $916,244 for the three and nine
month period ended September 30, 2003 as compared to $ $439,631 and $479,617 for
the  three  and  nine month period ended September 30, 2002. Our Cost of Revenue
decreased  for  the  3 months ended September 30, 2003 when compared to the same
period  in  2002, due to a decrease in Revenues for the three month period ended
September  30,  2003.  Our  Cost  Of  Revenue  for  the  nine month period ended
September  30,  2003  increased when compared to the same period in 2002, due to
increased  Revenue  for  the  nine  month  period  ended  September  30,  2003.

GENERAL,  ADMINISTRATIVE  AND  SELLING  EXPENSES
------------------------------------------------

We  incurred  costs  of  $1,332,236  and $1,823,409 for the three and nine month
ended  September  30,  2003  as  compared to $276,371 and $393,643 for the three
month  and  nine  month periods ended September 30, 2002, respectively. General,
Administrative  and  Selling  Expenses in the current period increased primarily
because  we  issued shares of common stock amounting $687,419 as consulting fees
in  the  current  period  as  compared to issuance of common shares amounting to
$121,950  in  the prior period. We issued 675,000 shares for directors' fees and
consulting  fees  in  the  period  ended  September  30,  2002.

                                           32


NET  LOSS  BEFORE  INCOME  TAXES  AND  LOSS  ON  DISCONTINUED  SEGMENTS
-----------------------------------------------------------------------

We  had  a  loss before taxes of ($2,520,164) and ($2,816,694) for the three and
nine  month periods ended September 30, 2003, as compared to a profit of $43,788
for  the three month period ended September 30, 2002 and a loss of ($63,405) for
the  nine month period ended September 30, 2002. The increase in net loss before
income  taxes  is  due  to  the  factors  described  above.

NET  LOSS
---------

We  had  a  loss  of  ($2,520,164) and ($2,815,894) for the three and nine month
periods  ended  September  30,  2003, as compared to a profit of $43,788 for the
three month period ended September 30, 2002 and a loss of ($62,605) for the nine
month  period ended September 30, 2002. The decrease increase in net loss is due
to  the  factors  described  above.

BASIC  AND  DILUTED  LOSS  PER  SHARE
-------------------------------------

Our  basic  and  diluted loss per share for the quarter ended September 30, 2003
was  ($0.23)  as compared to net income per share of $0.01 for the quarter ended
September  30,  2002. Our basic and diluted loss for the year ended December 31,
2002  was ($10.98) compared to ($30.89) for the year ended December 31, 2001 due
to  a  reduction  of  our  Net  Loss.

TWLEVE  MONTH  PERIOD  ENDED  DECEMBER  31,  2002  AS  COMPARED  TO TWELVE MONTH
PERIODS  ENDED  DECEMBER  31,  2001  (restated  for  disposal  of  subsidiaries)


Results  of  Operations
------------------------

Consolidated  revenues  for  the  year  ended  December  31,  2002 were $804,080
compared  to  $294,  271  for  the  year  ended  December  31,  2001  due  to
increased  marketing  and
contracts  received.

Net  Revenues
--------------

Net  revenues  for  the  year  ended December 31, 2002 were $804,080 compared to
$294,271  for  the  year  ended December 31, 2001 due to increased marketing and
contracts  received.

Cost  Of  Revenues
------------------

Cost  of  revenues  for  the  year  ended  December  31,  2002  were  $568,444
compared  to  $171,635  for  the  year  ended December 31, 2001 due to increased
revenue.


                                           33


General,  Administrative  and  Selling  Expenses
-------------------------------------------------

General,  Administrative  and  Selling  Expenses for the year ended December 31,
2002  were  $340,267 compared to $304,364 for  the  year ended December 31, 2001
due  to  increased  personnel  headcount.


Net  loss
----------

Net  Loss  for  the  year  ended  December 31,  2002  was ($104,631) compared to
($181,728)  for  the  year  ended December 31, 2001  due  to  a reduction of our
General,  Selling  and  Administrative  costs  as  a  percentage  of  our  total
revenue.


Basic  and  diluted  loss  per  share
--------------------------------------

Our  basic  and  diluted  loss  for  the  year  ended  December  31,  2002  was
($10.98) compared to ($30.89) for the year ended December  31,  2001  due  to  a
reduction  of  our  Net  Loss.


LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

As  of  September  30,  2003,  our  Current  Assets  were  $419,993  and Current
Liabilities  were  $2,340,871.  Cash  and  cash  equivalents  were  $667.  Our
Stockholder's  Deficit  at  September  30,  2003  was  ($2,291,733).

We had a net usage of cash due to operating activities in September 30, 2003 and
2002 of $460,497 and $86,783 respectively. We had net cash provided by financing
activities of $443,178 and $73,206 for the nine month period ended September 30,
2003 and 2002, respectively. We had $336,150 from borrowings in the period ended
September  30,  2003 as compared to $0 in the corresponding period last year. We
had a net usage of cash due to operating activities for the years ended December
31,  2002  and  2001  of  $43,584  and  ($28,163)  respectively. We had net cash
provided  by  financing  activities of ($34,142) and $50,000 for the years ended
December  31, 2002 and 2001, respectively. We had $0 from borrowings in the year
ended  December  31,  2002 as compared to $50,000 in the corresponding period in
2001.

Our  obligations  include:

-    a  $3,500  payable  based  on  the  purchase  agreement  of our subsidiary;
-    $44,000  in  loans  from  a  major  shareholder  and officer. The amount is
     unsecured,  due  on  demand  and  non  interest  bearing.
-    We  defaulted  on  a  note  that  prohibited  certain  acquisitions when we
     acquired  our  subsidiary.  We are in the process of making payments with a
     financing  institution.  The  amount  outstanding  at  September  30, 2003,
     amounted  to  $39,949.
-    We  have  notes  payable  to  unrelated parties amounting to $21,781. These
     notes  are  due  on  demand,  bear  interest  rate  of 6% per annum and are
     unsecured.

                                           34


On  February  27,  2003,  our  subsidiary  entered into a factoring and security
agreement  to  sell,  transfer  and assign certain accounts receivable to Orange
Commercial  Credit, or OCC. OCC may at its sole discretion purchase any specific
account.  All  accounts sold are with recourse on seller. All of our property of
our  subsidiary  including  accounts  receivable,  inventories,  equipment  and
promissory  notes  are  collateral under this agreement. OCC will advance 80% of
the  face amount of each account. The difference between the face amount of each
purchased account and advance on the purchased account shall be reserve and will
be  released  after  deductions of discount and charge backs on the 15th and the
last  day  of  each  month.  OCC  charges  1%  of  gross face value of purchased
receivable for finance charge and 1% for administrative fees with minimum charge
of  $750  on  each  settlement  date.  As  of  September  30,  2003, we factored
receivables  of  approximately  $129,929.  In  connection  with  the  factoring
agreement,  we  included fees of $10,752 in the period ended September 30, 2003.

On  September  17,  2003,  our  subsidiary  entered a factoring agreement with a
related  entity  for  $76,000 face amount. This amount is payable in 30 days and
certain  receivables  were  assigned  and  delivered.  In  the event that on the
maturity date, any amounts on the note remain, the holder can exercise its right
to  increase  the face amount by $10,000 per month that the Note remains unpaid.

In the year ended December 31, 2001, we issued debentures amounting to $720,000,
carrying  an interest rate of 6% per annum, due in August 2003.  The term of the
debentures  were  subsequently extended to August 2008. The holders are entitled
to,  at any time or from time to time, convert the conversion amount into shares
of  our  common stock at a conversion price for each share of common stock equal
to  the lower of (a) 120% of the losing bid price per share on the closing date,
and  (b)  80%  of the lowest closing bid price per share of our common stock for
the  five  trading  days  immediately  preceding  the  date of conversion. As of
December  31,  2003,  the  outstanding  balance  of  the  debentures amounted to
$443,501.

On  April 7, 2003, we issued convertible debentures of $140,000 to eFund Capital
and  Ashford  Capital LLC. The holders of the debentures are entitled to convert
the  face  amount of this debentures, plus accrued interest at the lesser of (i)
75%  of  the  lowest  closing  bid price during the 15 trading days prior to the
conversion date or (ii) 100% of the average of the closing bid prices for the 20
trading  days immediately preceding the closing date. The convertible debentures
shall  pay  6% cumulative interest, in cash or in shares of common stock, at our
option,  at  the time of each conversion. The debentures are payable on April 8,
2008.  The  convertible  debentures  are  convertible  into shares of our common
stock.

On April 7, 2003, we issued debentures amounting to $105,000 to Dutchess Private
Equities  Fund, LP carrying an interest rate of 6% per annum, due in April 2008.
The  face  amount  of  this debenture may be converted, in whole or in part, any
time. The holders are entitled to convert the face amount of the debenture, plus
accrued  interest,  anytime  at  the lesser of (i) 75% of the lowest closing bid
price  during  the  15 trading days prior to the Conversion Date or (ii) 100% of
the  average  of  the  closing  bid  prices  for the 20 trading days immediately
preceding  the  Closing  Date.   The convertible debentures are convertible into
shares  of  our  common  stock.

                                           35


During  the  period  ended  September 30, 2003, we issued $158,000 debentures to
Dutchess  Private  Equities Fund, LP. These debentures carry an interest rate of
6% per annum, due in July to September 2008. The face amount of these debentures
may  be converted, in whole or in part, any time following the closing date. The
holder  is  entitled  to convert the face amount of this debenture, plus accrued
interest,  anytime,  at  the  lesser  of (i) 75% of the lowest closing bid price
during  the  15  trading  days  prior to the Conversion Date or (ii) 100% of the
average  of the closing bid prices for the 20 trading days immediately preceding
the Closing Date.  The convertible debentures are convertible into shares of our
common  stock.

Convertible  promissory  notes  payable

In  the  year ended December 31, 2001, we issued convertible promissory notes of
$100,000  due  on April 1, 2004, carrying an interest rate of 10% per annum. The
holder of $100,000 promissory notes is entitled to convert the conversion amount
into  shares  of  common stock of the Company, par value $.001, at any time, per
share at a conversion price for each share of common stock equal $7.00 per share
of  common  stock.  The  note  is secured and collateralized by shares of common
stock of the Company at one share per every five dollars of the principal. As of
September  30,  2003,  the  outstanding  value  of  this  note  is  $75,000.

We have signed an Investment Agreement with Preston Capital for $2,500,000 in an
Equity  Line arrangement. The Investment Agreement allows us to "put" to Preston
Capital  at least $10,000, but no more than $100,000. The purchase price for our
common  stock  identified in the Put Notice shall be equal to 95% of the average
of  four lowest posted bid prices of our common stock during the five days after
we deliver the put notice to Preston Capital. We can initiate a new put after we
close  on  the  prior  put.

We  believe  funds  from  operations and the Equity Line will provide sufficient
capital  for  the  next  twelve  months.

SUBSIDIARIES
------------

As  of January 15, 2004 we had one subsidiary, Network Installation Corporation.
Network  Installation  Corp. is the name of both the parent company incorporated
in  the  state  of  Nevada  and  the  subsidiary  incorporated  in  the state of
California.


                                           36


                             DESCRIPTION OF PROPERTY

We  currently sublease 2,500 sq ft. of office space located in a technology park
at  18 Technology Dr., Suite 140A, Irvine, CA. Our monthly rent is approximately
$2,300  per  month,  and  our  lease  runs  month  to  month.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On  October  7,  2002,  we  issued  51,361 shares of common stock in the name of
Delaware  Charter  Guarantee and Trust, FBO Greg Mardock, our CEO and a director
at  that time, in exchange for a promissory note of $64,588 principal amount and
interest of $5,861. This transaction is no less favorable than if we had entered
into  it  on  an  arms  length  basis  with  an  unrelated  third  party.

On  October  8,  2002, we issued to 21,250 and 8,750 shares to Edward R. Fearon,
and Escamilla  Capital  Corporation respectively,  both  related parties. Fearon
and  Hector  Escamilla were each an officer and director of both Primavera Corp.
and  Escamilla  Capital  Corporation.  In addition, Fearon was CEO of our former
subsidiary  NTSB.  These  shares  were  issued  in  exchange for notes issued by
Primavera  Corporation  to BECO M-A, L.P. and BECO Joint Venture No. 1 amounting
to  $60,000  and  accrued  interest  of  $16,595 total consideration of $76,595.
Fearon  and  Escamillia  were  also officers and directors of BECO M-A, L.P. and
BECO Joint Venture No. 1.  When we acquired Primavera Corp. we also acquired its
liability  to  BECO  M-A,  L.P.  and  BECO Joint Venture No. 1. Mr.  Fearon  and
Escamilla  Capital  Corporation  agreed  to  accept  shares  to  settle the debt
instead  of  cash.  This transaction is no less favorable than if we had entered
into  it  on  an  arms  length  basis  with  an  unrelated  third  party.

On October 31, 2002, Western Cottonwood Corporation, a related entity, agreed to
convert  $2,000,000  in  debt owed by us to 200 shares of our Series A Preferred
Stock.  Subsequent  to  December  31,  2002  the  shares were not issued and the
agreement  was mutually voided. This transaction is no less favorable than if we
had  entered  into  it  on  an  arms length basis with an unrelated third party.

On  November  5, 2002, we issued Western Cottonwood Corp 75,000 shares of common
stock  in  exchange  for $75,000 in Promissory Notes. Subsequent to December 31,
2002  the  note  was amended to be in exchange for $300,000 in Promissory Notes.
This  transaction is no less favorable than if we had entered into it on an arms
length  basis  with  an  unrelated  third  party.

On  April  7, 2003, we issued 800,000 shares of common stock to Dutchess Private
Equities Fund as inducement for debentures amounting to $80,000. The shares were
valued at $120,000. This transaction is no less favorable than if we had entered
into  it  on  an  arms  length  basis  with  an  unrelated  third  party.

On  April  8th, 2003, we entered into an agreement to rescind the acquisition of
W3M,  Inc.,  dba Paradigm Cabling Systems, from its inception. The agreement was
made available in our 10-KSB filed on April 15, 2003. In order to acquire 80% of
the  outstanding  common  stock  of  Paradigm,  we  entered  into an acquisition
agreement  dated October 31, 2002. Pursuant to the terms of the acquisition, 80%
of the outstanding capital stock of Paradigm was transferred to us. In exchange,
we  agreed  to issue shares of a new Series A Convertible Preferred Stock to the
exchanging  shareholders  of  Paradigm  as  follows:



                 
Name                No. Of Shares of Series A Convertible Preferred
- ----                -----------------------------------------------
Michael Cummings                   71.25 shares
Ashford Capital                    71.25 shares
Total                             142.50 shares



                                           37


This  transaction is no less favorable than if we had entered into it on an arms
length  basis  with  an  unrelated  third  party.

We subsequently agreed with Paradigm to void the Transaction ab initio (that is,
at  its inception), with the effect that Paradigm is the owner of its Assets and
Liabilities  and  the  shares  of  our  Preferred  Stock  issued to Paradigm are
restored  to  the  status of authorized but unissued shares. We exchanged mutual
general  releases  with  Paradigm  in  order  to  restore  the  parties to their
respective  positions  immediately  prior  to  the execution and delivery of the
purchase agreement. This transaction is no less favorable than if we had entered
into  it  on  an  arms  length  basis  with  an  unrelated  third  party.

On  April 9, 2003, we entered into a Restructuring & Release Agreement with Greg
Mardock,  John  Freeland,  Western Cottonwood Corporation, Atlantis Partners and
VLK  Capital  Corp.  Pursuant  to  this  Agreement, Greg Mardock resigned as our
director  and employee and Michael A. Novielli, Douglas H. Leighton and Theodore
J.  Smith,  Jr.  were  appointed  as  directors.  Listed  below  are  additional
obligations  of  parties  to  the  Agreement:

-    Western  Cottonwood  Corporation  agreed  to forgive $1,984,849.99 in Notes
     receivable  and  interest  receivable  as  of  December  31,  2002.

-    Greg  Mardock  resigned  as  our  officer  and  employee.

-    Messrs.  Mardock  and  Freeland  immediately released any and all claims to
     collateral,  security  or  title  of  any  of  our  assets.

-    Western Cottonwood and Atlantis Partners will maintain a combined ownership
     percentage  of 4.9%. The percentage ownership of 4.9% shall be non-dilutive
     through  our  first merger or acquisition transaction with a going concern.

-    Greg  Mardock  will maintain an ownership percentage of 2.0%. His ownership
     percentage  of  2.0%  shall  be  non-dilutive  through  our first merger or
     acquisition  transaction  with  a  going  concern.

-    We  issued  690,000  shares  of  common  stock  as  a part of restructuring
     agreement at a value of $1,727,908. All stock issued to the parties to this
     Agreement  was  restricted and had no registration rights. The parties also
     agreed  to  additional rules governing resale of the shares. The shares may
     not  be sold either in the public market nor in a private transaction for a
     period of one year, the parties may not sell more than one twelfth of their
     entire  ownership  stake  in  any  one  month  for  a  period  covering the
     thirteenth  month  through  the  twenty  fourth  month. Additionally, for a
     period  of  time  the stock is not transferable and may not be loaned. This
     transaction  is no less favorable than if we had entered into it on an arms
     length  basis  with  an  unrelated  third  party.

On  April  8, 2003 we entered into a Consulting Agreement with Dutchess Advisors
LLC,  where  Dutchess  would  provide  the  following  services:

-    Assist  us  with  our  capitalization  and  restructuring;  and

-    Assist  us  with  our  business  development  by seeking potential business
     partners,  candidates  for  joint  ventures,  mergers  and  acquisitions or
     qualified  persons  to  join our board of directors. This transaction as no
     less  favorable than if we had entered into it on an arms length basis with
     an  unrelated  third  party.

                                           38


We agreed to pay Dutchess Advisors, LLC 700,000 shares of common stock for these
Services.  These  shares were valued at $105,000. Additionally, we agreed to pay
$3,000  per  month  for  non accountable expenses for months 1-12 and $5,000 per
month  for months 13-24. The term of the Consulting Agreement is 24 months. This
transaction  as  no  less  favorable  than  if we had entered into it on an arms
length  basis  with  an  unrelated  third  party.

On  May  16,  2003,  we  entered  into  a  Stock Purchase Agreement with Michael
Cummings, the owner of 100% of the outstanding shares of common stock of Network
Installation,  Inc.,  or  Network.  Pursuant  to this Agreement, we acquired all
outstanding  shares  of common stock of Network. The purchase price consisted of
$50,000  and  7,382,000  shares  of  our common stock. In addition, we agreed to
issue  a five year option to purchase an additional 618,000 shares of our common
stock to Mr. Cummings if Network's total revenue exceeds $450,000 for the period
beginning  on  June  1,  2003  and  ending  August  31,  2003.  The  options are
exercisable  at  a  price  equal to the closing bid price of our common stock on
August  29,  2003 which was $2.95.  As of January 15, 2004, Mr. Cummings has not
exercised  the  options.  At  the time of the acquisition there were no material
relationships  between us and Mr. Cummings.  As a result of the acquisition, Mr.
Cummings  replaced  Mr.  Novielli  as  Chief  Executive  Officer  and became our
director.  Mr.  Novielli  remained  as  Chairman of the Board of Directors. This
transaction  is  no  less  favorable  than  if we had entered into it on an arms
length  basis  with  an  unrelated  third  party.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Bid  and  ask  quotations  for  our  common  shares  are  routinely submitted by
registered  broker  dealers  who  are  members  of  the  National Association of
Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board. These
quotations  reflect  inner-dealer  prices,  without retail mark-up, mark-down or
commission  and  may  not  represent  actual  transactions. The high and low bid
information  for  our  shares for each quarter for the last two years, so far as
information  is  reported,  through  the  quarter  ended  December  31, 2003, as
reported  by  the  Bloomburg  Financial  Network,  are  as  follows:



                                         
Quarter Ended                High Bid          Low Bid

September 30, 2001               $4.50           $0.80
December 31, 2001                $1.25           $0.66
March 31, 2002                   $0.86           $0.22
June 30, 2002                    $0.51           $0.15
September 30, 2002               $0.20           $0.02
December 31, 2002                $0.03           $0.00
March 31, 2003                   $2.00           $0.05
June 30, 2003                    $0.35           $0.15
September 30, 2003               $5.35           $0.80
December 31, 2003                $3.50           $3.10
March 31, 2004                   $3.65           $3.50

* Through January 16, 2004.


                                           39


NUMBER  OF  SHAREHOLDERS

As  of  January  14,  2004  we  had  approximately 1,000 shareholders of record.

PENNY  STOCK  RULES

Our  stock  has  had  a  market  price of less than $5.00 per share. The SEC has
adopted  regulations  which  generally  define  "penny  stock"  to be any equity
security  that has a market price less than $5.00 per share or an exercise price
less  than  $5.00  per  share,  subject  to certain exceptions. Accordingly, our
common  stock  is  subject  to  rules  that  impose  additional  sales  practice
requirements  on  broker-dealers  who sell such securities to persons other than
established  customers  and accredited investors (generally those with assets in
excess  of  $1,000,000 or annual income exceeding $200,000, or $300,000 together
with  their  spouse). For transactions covered by these rules, the broker-dealer
must  make  a  special  suitability  determination  for  the  purchase  of  such
securities  and have received the purchaser's written consent to the transaction
prior  to  the  purchase.  Additionally,  for  any transaction involving a penny
stock,  unless exempt, the rules require the delivery, prior to the transaction,
of a disclosure schedule prepared by the SEC relating to the penny stock market.
The  broker-dealer  also  must  disclose  the  commissions  payable  to both the
broker-dealer  and  the  registered  representative,  current quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must  disclose  this  fact  and  the  broker-dealer's  presumed control over the
market.  Finally,  monthly  statements  must  be  sent  disclosing  recent price
information  for  the  penny  stock  held  in the account and information on the
limited  market  in  penny  stocks.  Consequently,  the  "penny stock" rules may
restrict  the  ability of broker-dealers to sell our common stock and may affect
the  ability  of  investors  to  sell  our  common  stock  in the public market.

                                   DIVIDENDS

We  have  never declared dividends on our common shares and we do not anticipate
declaring  any dividends in the foreseeable future, though there are no existing
restrictions on the authority of the Board of Directors to declare dividends out
of  funds  legally  available  for  the  payment  of  dividends.

                             EXECUTIVE COMPENSATION

The  following  table  sets  forth the annual and long-term compensation for the
fiscal years ended December 31, 2002, 2001 and 2000 paid or accrued by us to our
Chief  Executive Officer. No executive officers earned more than $100,000 in the
2002,  2001  and  2000  fiscal  years.


                                           40


                           SUMMARY COMPENSATION TABLE


                                                                    
                                   Annual Compensation
                             --------------------------------------

                                                                 Restricted
Name and                  .                                        Stock           Other Annual
Principal Position          Year           Salary (1)    Bonus    Award            Compensation
----------------------     ------          ---------    ------   ----------       --------------
Greg Mardock. . . . . .     2000               -0-         -0-      -0-              -0-
Chief Executive Officer (1) 2001               -0-         -0-    156,666            -0-
                        (2) 2002            $ 12,000       -0-     -0-               -0-

(1)  Mr.  Mardock  received compensation from Mardock, Inc., a subsidiary of our
     wholly-owned  subsidiary,  Flexxtech  Holdings,  Inc.

(2)  Mr.  Mardock  received compensation from Mardock, Inc., a subsidiary of our
     wholly-owned  subsidiary at that time, Flexxtech Holdings, Inc. VLK Capital
     Corp.  was  issued 5,909,333 shares of common stock for managerial services
     valued  at $.902 per share, as amended for the 18 month period from January
     2001  through  June  2002.  VLK  subsequently issued 783,333 shares to Greg
     Mardock.


Mr.  Mardock  resigned  in  April, 2003. Mr. Cummings became our Chief Executive
Officer  in  May,  2003.

DIRECTORS  COMPENSATION

We  do not have a formal or informal plan or written or unwritten commitments to
compensate  directors.

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

None  of  our  directors or executive officer serves as a member of the Board of
Directors or Compensation Committee of any entity that has one or more executive
officers  serving  as  a  member  of  our  Board  of  Directors.

EMPLOYMENT  AGREEMENT

We  executed  an  employment  agreement  with  Mr. Cummings on May 23, 2003. The
employment  agreement  shall continue in effect for a period of one year and can
be  renewed  upon mutual agreement between Mr. Cummings and us. We may terminate
the  employment  agreement  at  our discretion during the initial term, provided
that  we shall pay Mr. Cummings an amount equal to payment at Mr. Cumming's base
salary  rate  for six months. We can also terminate the employment agreement for
cause  with  no  financial  obligations  to  Mr.  Cummings.

Mr.  Cummings  currently earns a gross salary of $16,000 per month and 5% of the
adjusted  net  profits  for  a  two-year  period  ending  on  May  23,  2005.

                                           41


                              FINANCIAL STATEMENTS

ITEM  1.  FINANCIAL  STATEMENTS

                          INDEPENDENT AUDITORS' REPORT

To  the  Stockholders  and  Board  of Directors Network Installation Corporation

We  have  audited  the  accompanying  balance  sheets  of  Network  Installation
Corporation,  a California Corporation, as of December 31, 2002 and 2001 and the
related  statements of operations, stockholders' equity (deficit) and cash flows
for each of the two years in the period ended December 31, 2002. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  Network  Installation
Corporation  as  of December 31, 2002 and 2001 and the results of its operations
and  its  cash  flows for each of the two years in the period ended December 31,
2002,  in conformity with accounting principles generally accepted in the United
States  of  America.

The  Company's  financial  statements  are prepared using the generally accepted
accounting  principles  applicable  to  a  going concern, which contemplates the
realization  of  assets  and  liquidation of liabilities in the normal course of
business.  The  Company  has  accumulated  deficit of $389,675 and the Company's
total  liabilities  exceeded  the  total  assets  by $379,675 and $235,727 as of
December  31,  2002 and 2001, respectively. These factors as discussed in Note 3
to  the  financial  statements,  raises  substantial  doubt  about the Company's
ability  to  continue  as a going concern. Management's plans in regard to these
matters  are  also  described in Note 3. The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.

KABANI  &  COMPANY,  INC.
CERTIFIED  PUBLIC  ACCOUNTANTS

FOUNTAIN  VALLEY,  CALIFORNIA

July  1,  2003

                                           42


                    NETWORK  INSTALLATION  CORP.  &  SUBSIDIARY
                         (Formerly,  Flexxtech  Corporation)
               NOTES  TO  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS



                                NETWORK INSTALLATION CORPORATION
                                         BALANCE SHEETS
                                   DECEMBER 31, 2002 AND 2001


                                                                
                                ASSETS
                              ----------
                                                               2002        2001
                                                          ----------  ----------
CURRENT ASSETS:
  Cash & cash equivalents. . . . . . . . . . . . . . . .  $  17,319   $  13,577
  Accounts receivable. . . . . . . . . . . . . . . . . .          -      50,219
                                                          ----------  ----------
    Total current assets . . . . . . . . . . . . . . . .     17,319      63,796

PROPERTY AND EQUIPMENT, NET. . . . . . . . . . . . . . .     10,262       7,917

RECEIVABLE FROM RELATED PARTY. . . . . . . . . . . . . .     73,206      73,206

                                                          $ 100,787   $ 144,919
                                                          ==========  ==========


                      LIABILITIES AND STOCKHOLDER'S DEFICIT
                     ---------------------------------------

CURRENT LIABILITIES:
  Accounts payable & accrued expenses. . . . . . . . . .  $ 430,462   $ 330,646
  Note payable . . . . . . . . . . . . . . . . . . . . .     50,000      50,000
                                                          ----------  ----------
    Total current liabilities. . . . . . . . . . . . . .    480,462     380,646

COMMITMENT & CONTINGENCY

STOCKHOLDER'S DEFICIT
  Common stock, no par value; Authorized shares 500,000,
  Issued and outstanding  shares 10,000. . . . . . . . .     10,000      10,000
  Accumulated deficit. . . . . . . . . . . . . . . . . .   (389,675)   (245,727)
                                                          ----------  ----------
    Total stockholder's deficit. . . . . . . . . . . . .   (379,675)   (235,727)

                                                          $ 100,787   $ 144,919
                                                          ==========  ==========


                                           43





                           NETWORK INSTALLATION CORPORATION
                                 STATEMENTS OF OPERATIONS
                      FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                     
                                                    2002        2001
                                               ----------  ----------

NET REVENUE . . . . . . . . . . . . . . . . .  $ 804,080   $ 294,271

COST OF REVENUE . . . . . . . . . . . . . . .    568,444     171,635
                                               ----------  ----------

GROSS PROFIT. . . . . . . . . . . . . . . . .    235,636     122,636

Operating expenses. . . . . . . . . . . . . .    340,267     304,364
                                               ----------  ----------

INCOME (LOSS) FROM OPERATIONS . . . . . . . .   (104,631)   (181,728)

Non-operating income (expense):
  Interest expense. . . . . . . . . . . . . .     (4,375)     (1,405)
  Litigation. . . . . . . . . . . . . . . . .          -    (125,000)
                                               ----------  ----------
  Total non-operating income (expense). . . .     (4,375)   (126,405)
                                               ----------  ----------

LOSS BEFORE INCOME TAXES. . . . . . . . . . .   (109,006)   (308,133)

Provision for income taxes. . . . . . . . . .        800         800

NET LOSS. . . . . . . . . . . . . . . . . . .  $(109,806)  $(308,933)
                                               ==========  ==========

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF
    COMMON STOCK OUTSTANDING. . . . . . . . .     10,000      10,000
                                               ==========  ==========

BASIC AND DILUTED NET LOSS PER SHARE. . . . .  $     (11)  $     (31)
                                               ==========  ==========



                                           44




                                 NETWORK INSTALLATION CORPORATION
                           STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
                          FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                           
                              TOTAL
                              COMMON STOCK  STOCKHOLDER'S
                              ------------
                              NUMBER OF     ACCUMULATED     EQUITY
                              SHARES        AMOUNT          DEFICIT      (DEFICIT)
                              ------------  --------------  ----------  ----------
BALANCE AT JANUARY 1, 2001 .        10,000  $       10,000  $  63,206   $  73,206

Net loss for the year 2001 .             -               -   (308,933)   (308,933)
                              ------------  --------------  ----------  ----------

BALANCE AT DECEMBER 31, 2001        10,000          10,000   (245,727)   (235,727)

Distribution . . . . . . . .             -               -    (34,142)    (34,142)

Net loss for the year 2002 .             -               -   (109,806)   (109,806)
                              ------------  --------------  ----------  ----------

BALANCE AT DECEMBER 31, 2002        10,000  $       10,000  $(389,675)  $(379,675)
                              ============  ==============  ==========  ==========



                                           45




                               NETWORK INSTALLATION CORPORATION
                                      STATEMENTS OF CASH FLOWS
                           FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                               
                                                              2002        2001
                                                         ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss. . . . . . . . . . . . . . . . . . . . . . .  $(109,806)  $(308,933)
  Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
    Depreciation and amortization . . . . . . . . . . .      3,355         343
    (Increase) decrease in current assets:
      Accounts receivables. . . . . . . . . . . . . . .     50,219     (50,219)
    Increase (decrease) in current liabilities:
      Accounts payable and accrued expense. . . . . . .     99,816     330,646
                                                         ----------  ----------
  Total Adjustments . . . . . . . . . . . . . . . . . .    153,390     280,770
                                                         ----------  ----------
    Net cash provided by (used in) operating activities     43,584     (28,163)
                                                         ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of property & equipment . . . . . . . .     (5,700)     (8,260)
                                                         ----------  ----------
    Net cash used in investing activities . . . . . . .     (5,700)     (8,260)
                                                         ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Distribution to shareholder . . . . . . . . . . . .    (34,142)          -
    Proceed from line of credit . . . . . . . . . . . .          -      50,000
                                                         ----------  ----------
    Net cash provided by (used in) financing activities    (34,142)     50,000
                                                         ----------  ----------

NET INCREASE IN CASH & CASH EQUIVALENTS . . . . . . . .      3,742      13,577

CASH & CASH EQUIVALENTS, BEGINNING BALANCE. . . . . . .     13,577           -

CASH & CASH EQUIVALENTS, ENDING BALANCE . . . . . . . .  $  17,319   $  13,577
                                                         ==========  ==========



                                           46

1.  DESCRIPTION  OF  BUSINESS  AND  SEGMENTS

Network  Installation  Corporation ("the Company"), a privately held corporation
was  organized  on July 18, 1997, under the laws of the State of California. The
Company  is  a  full service computer cabling, networking and telecommunications
integrator  contractor,  providing  networks  from  stem  to  stem in house. The
Company  participates  in  the  worldwide  network  infrastructure market to end
users,  structured  cabling  market  and  the  telephony  services.

On  May 23, 2003, all the outstanding Common Shares of the Company were acquired
by  Flexxtech Corporation, a Nevada corporation. The purchase price consisted of
$50,000  cash, 7,382,000 shares of Flexxtech Corporation's common stock and five
year  option to purchase an additional 618,000 shares of Flexxtech Corporation's
stock  if  the Company's total revenue exceeds $450,000 for the period beginning
on June 1, 2003 and ending August 31, 2003. The option is exercisable at a price
equal  to  the  closing  bid  price  of  the  stock  on  August  31,  2003.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

CASH  AND  CASH  EQUIVALENTS

The  Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

ALLOWANCE  FOR  DOUBTFUL  ACCOUNTS

In determining the allowance to be maintained, management evaluates many factors
including  industry  and  historical loss experience. The allowance for doubtful
accounts is maintained at an amount management deems adequate to cover estimated
losses.  The  Company  considers  accounts  receivable  to be fully collectible;
accordingly,  no  allowance  for  doubtful  accounts  is  required.

PROPERTY  &  EQUIPMENT

Property  and  equipment  is  carried  at  cost.  Depreciation  of  property and
equipment  is  provided  using  the  declining balance method over the estimated
useful  lives of the assets at five to seven years. Expenditures for maintenance
and  repairs  are  charged  to  expense  as  incurred.

IMPAIRMENT  OR  DISPOSAL  OF  LONG-LIVED  ASSETS

In  August  2001,  the  FASB  issued  Statement  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets" ("FAS 144").  FAS 144 clarifies the
accounting  for the impairment of long-lived assets and for long-lived assets to
be  disposed  of, including the disposal of business segments and major lines of
business.  The Company has implemented FAS 144 for this fiscal year.  Long-lived
assets  are  reviewed  when  facts  and circumstances indicate that the carrying
value  of the asset may not be recoverable.  When necessary, impaired assets are
written  down  to  estimated fair value based on the best information available.
Estimated fair value is generally based on either appraised value or measured by
discounting  estimated  future  cash flows.  Considerable management judgment is
necessary to estimate discounted future cash flows.  Accordingly, actual results
could  vary  significantly  from  such  estimates.

                                           47


As  of  December  31,  2002,  no  impairment  has  been  indicated.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

Statement of financial accounting standard No. 107, Disclosures about fair value
of  financial  instruments,  requires  that  the Company disclose estimated fair
values of financial instruments. The carrying amounts reported in the statements
of  financial  position for current assets and current liabilities qualifying as
financial  instruments  are  a  reasonable  estimate  of  fair  value.

REVENUE  RECOGNITION

The Company's revenue recognition policies are in compliance with all applicable
accounting  regulations,  including  American  Institute  of  Certified  Public
Accountants (AICPA) Statement of Position (SOP) 81-1, Accounting for Performance
of  Construction-Type  and  Certain  Production-Type  Contracts.  Revenues  from
installations, cabling and networking contacts are recognized when the contracts
are completed (Completed-Contract Method). The completed-contract method is used
because  the  contracts  are  short-term in duration or the Company is unable to
make  reasonably  dependable  estimates  of  the  costs  of  the  contracts.

Under  the  Completed-Contract Method, revenues and expenses are recognized when
services have been performed and the projects have been completed. For projects,
which have been completed but not yet billed to customers, revenue is recognized
based  on  management's  estimates  of  the  amounts  to  be realized. When such
projects  are  billed,  any  differences  between  the initial estimates and the
actual  amounts  billed  are  recorded  as  increases  or  decreases to revenue.
Expenses  are  recognized  in the period in which the corresponding liability is
incurred.  Because  of short duration of the contracts, the Company did not have
any  work  in  progress  as  of  June  30,  2003.

The  Company's  revenue  recognition  policy  for sale of network products is in
compliance  with  Staff  accounting bulletin (SAB) 101. Revenue from the sale of
network  products  is  recognized when a formal arrangement exists, the price is
fixed  or  determinable,  the  delivery  is  completed  and  collectibility  is
reasonably  assured.  Generally, the Company extends credit to its customers and
does  not require collateral. The Company performs ongoing credit evaluations of
its  customers  and  historic  credit  losses  have  been  within  management's
expectations.

ADVERTISING

The Company expenses advertising costs as incurred. Advertising expenses for the
year  ended  December  31,  2002  and  2001  were  $-0-.

INCOME  TAXES

The  Company  had  elected  for  federal income tax purposes, under the Internal
Revenue  Code and the States of Texas and California, to be an S-corporation. In
lieu of corporation income taxes, the stockholders of an S-corporation are taxed
on  their  proportionate  share  of  the Company's taxable income. Therefore, no
provision  or  liability  for  federal  or  state  income taxes other than state
franchise  tax  for  California  and Texas have been included in these financial
statements.

                                           48


SEGMENT  REPORTING

Statement  of  Financial  Accounting Standards No. 131 ("SFAS 131"), "Disclosure
About  Segments  of  an  Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for  making  operating  decisions and assessing performance. Reportable segments
are  based  on  products  and  services,  geography, legal structure, management
structure, or any other manner in which management disaggregates a company. SFAS
131  has  no  effect  on  the  Company's  consolidated  financial  statements as
substantially  all  of  the  Company's  operations are conducted in one industry
segment.

RISKS  AND  UNCERTAINTIES

VULNERABILITY  DUE  TO  SUPPLIER CONCENTRATIONS - The Company had a major source
for  the supply of materials in 2002 and 2001. The percentages of purchases from
this  source  were 94% and 93% of total purchases in the year ended December 31,
2002  and 2001, respectively. Total outstanding balances due this supplier as of
December  31,  2002 and 2001 were $84,452 and $20,312, respectively. The Company
purchases  its  products  from  various  distributors.  Should  any  of  these
distributors  cease operations, the Company believes that its business would not
be adversely affected because these products are readily available from multiple
distributors  locally,  regionally  or  nationally.


VULNERABILITY  DUE  TO  CUSTOMER  CONCENTRATIONS  -  Total  sales to three major
customers in the year ended December 31, 2002 amounted to approximately $428,000
and  to  four  major  customers  in the year ended December 31, 2001 amounted to
$277,000.  The Company had receivable balance of $-0- from these customers as of
December  31,  2002  and  $1,372  as  of  December  31,  2001.

RECENT  PRONOUNCEMENTS

In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
145").  SFAS  145  rescinds  the  automatic  treatment  of  gains or losses from
extinguishments  of  debt  as  extraordinary  unless  they meet the criteria for
extraordinary  items as outlined in APB Opinion No. 30, Reporting the Results of
Operations,  Reporting  the  Effects of Disposal of a Segment of a Business, and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions. SFAS
145 also requires sale-leaseback accounting for certain lease modifications that
have  economic effects that are similar to sale-leaseback transactions and makes
various technical corrections to existing pronouncements. The provisions of SFAS
145 related to the rescission of FASB Statement 4 are effective for fiscal years
beginning  after  May  15,  2002,  with  early  adoption  encouraged.  All other
provisions  of  SFAS  145 are effective for transactions occurring after May 15,
2002,  with  early adoption encouraged. The adoption of SFAS 145 does not have a
material  effect  on  the  earnings  or  financial  position  of  the  Company.

In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
exit  or Disposal Activities." This Statement addresses financial accounting and
reporting  for  costs  associated with exit or disposal activities and nullifies
Emerging  Issues  Task  Force  (EITF) Issue No. 94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(including  Certain Costs Incurred in a Restructuring)." This Statement requires
that  a  liability  for  a  cost associated with an exit or disposal activity be
recognized  when  the liability is incurred. Under Issue 94-3 a liability for an
exit cost as defined, was recognized at the date of an entity's commitment to an
exit  plan.  The  adoption  of  SFAS  146 does not have a material effect on the
earnings  or  financial  position  of  the  Company.

                                           49


In  October  2002,  the  FASB  issued  SFAS  No.  147,  "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes the requirement in SFAS No. 72 and
Interpretation 9 thereto, to recognize and amortize any excess of the fair value
of  liabilities  assumed  over  the  fair  value  of  tangible  and identifiable
intangible assets acquired as an unidentifiable intangible asset. This statement
requires  that  those  transactions be accounted for in accordance with SFAS No.
141,  "Business  Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets."  In  addition,  this statement amends SFAS No. 144, "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets,"  to include certain financial
institution-related intangible assets.  The adoption of SFAS 147 does not have a
material  effect  on  the  earnings  or  financial  position  of  the  Company.

In  November  2002,  the  FASB  issued  FASB Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others"  (FIN  45).  FIN 45 requires that upon
issuance  of  a  guarantee,  a guarantor must recognize a liability for the fair
value  of  an  obligation  assumed  under  a  guarantee.  FIN  45  also requires
additional  disclosures  by  a  guarantor  in  its  interim and annual financial
statements  about  the  obligations  associated  with  guarantees  issued.  The
recognition  provisions  of  FIN  45  are effective for any guarantees issued or
modified  after December 31, 2002. The disclosure requirements are effective for
financial  statements  of  interim  or  annual periods ending after December 15,
2002The  adoption  of  this pronouncement does not have a material effect on the
earnings  or  financial  position  of  the  Company.

In  December  2002,  the  FASB  issued  SFAS No. 148 "Accounting for Stock Based
Compensation-Transition  and  Disclosure".  SFAS  No.  148  amends SFAS No. 123,
"Accounting  for  Stock  Based  Compensation", to provide alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee  compensation. In addition, this Statement amends the
disclosure  requirements  of  Statement  123 to require prominent disclosures in
both  annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim reporting period
ending  January  31,  2003.  The  adoption  of SFAS 148 does not have a material
effect  on  the  earnings  or  financial  position  of  the  Company.

On  April  30, 2003, the FASB issued FASB Statement No. 149 (FAS 149), Amendment
of  Statement  133  on  Derivative  Instruments  and Hedging Activities. FAS 149
amends  and  clarifies  the  accounting  guidance  on (1) derivative instruments
(including  certain  derivative instruments embedded in other contracts) and (2)
hedging  activities  that  fall  within the scope of FASB Statement No. 133 (FAS
133), Accounting for Derivative Instruments and Hedging Activities. FAS 149 also
amends  certain  other  existing  pronouncements,  which  will  result  in  more
consistent reporting of contracts that are derivatives in their entirety or that
contain  embedded  derivatives  that  warrant  separate  accounting.  FAS 149 is
effective  (1)  for contracts entered into or modified after June 30, 2003, with
certain  exceptions, and (2) for hedging relationships designated after June 30,
2003.  The  guidance is to be applied prospectively. The Company does not expect
the adoption of SFAS No. 149 to have a material impact on its financial position
or  results  of  operations  or  cash  flows.

                                           50


On  May  15,  2003,  the Financial Accounting Standards Board (FASB) issued FASB
Statement  No.  150 (FAS 150), Accounting for Certain Financial Instruments with
Characteristics  of  both Liabilities and Equity. FAS 150 changes the accounting
for  certain  financial  instruments  that,  under  previous  guidance, could be
classified  as  equity or "mezzanine" equity, by now requiring those instruments
to  be  classified  as  liabilities  (or  assets  in  some circumstances) in the
statement  of financial position. Further, FAS 150 requires disclosure regarding
the  terms  of those instruments and settlement alternatives. FAS 150 affects an
entity's  classification  of  the  following  freestanding  instruments:  a)
Mandatorily  redeemable  instruments  b)  Financial instruments to repurchase an
entity's  own  equity instruments c) Financial instruments embodying obligations
that  the  issuer must or could choose to settle by issuing a variable number of
its  shares  or  other  equity  instruments based solely on (i) a fixed monetary
amount known at inception or (ii) something other than changes in its own equity
instruments  d)  FAS  150  does  not  apply  to features embedded in a financial
instrument  that is not a derivative in its entirety. The guidance in FAS 150 is
generally effective for all financial instruments entered into or modified after
May  31,  2003, and is otherwise effective at the beginning of the first interim
period  beginning  after  June  15,  2003.  For  private  companies, mandatorily
redeemable  financial  instruments  are subject to the provisions of FAS 150 for
the fiscal period beginning after December 15, 2003. The Company does not expect
the adoption of SFAS No. 150 to have a material impact on its financial position
or  results  of  operations  or  cash  flows.

3.  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted  accounting principles which contemplate continuation of the
Company  as  a  going  concern.  However, the Company has accumulated deficit of
$389,675 at December 31, 2002, including net losses of $109,806 and $308,933 for
the  years  ended  December 31, 2002 and 2001, respectively. The Company's total
liabilities  exceeded  its total assets by $379,675 as of December 31, 2002. The
continuing  losses  have  adversely  affected  the liquidity of the Company. The
Company  faces  continuing significant business risks, including but not limited
to,  its  ability to maintain vendor and supplier relationships by making timely
payments  when  due.

In view of the matters described in the preceding paragraph, recoverability of a
major  portion  of  the recorded asset amounts shown in the accompanying balance
sheet  is  dependent  upon continued operations of the Company, which in turn is
dependent  upon  the  Company's  ability  to  raise  additional  capital, obtain
financing  and  to succeed in its future operations. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded  asset  amounts or amounts and classification of liabilities that might
be  necessary  should  the  Company  be  unable  to continue as a going concern.

Management  has  taken the following steps to revise its operating and financial
requirements,  which  it believes are sufficient to provide the Company with the
ability  to  continue as a going concern. Management devoted considerable effort
during the period ended December 31, 2002, towards (i) reduction of salaries and
general  and  administrative expenses. In that regard, the Company consummated a
transaction  whereby  100%  of the Company's outstanding shares were acquired by
Flexxtech  Corporation  (note  12).

                                           51


4.  PROPERTY  AND  EQUIPMENT

Property  and  equipment  comprised  of following on December 31, 2002 and 2001:



                                      
                               2002           2001
Furniture  &  fixtures     $   3,160        $  3,160
Machinery  &  Equipment       10,800           5,100
                              13,960           8,260
Less  Accumulated
  Depreciation              (  3,698)           (343)
                           $  10,262        $  7,917


5.  RECEIVABLE  FROM  RELATED  PARTY

On  January 1, 2001, the Company sold all the assets and liabilities for $73,206
to  an  entity related by a common officer and shareholder. The amount is due on
demand  and  bears  no  interest.  The  Company did not have any activities from
January 1, 2001 to September 30, 2001 and resumed the operation in October 2001.

6.  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses consisted of following on December 31,
2002  and  2001:



                                                     
                               2002                            2001
Accounts  payable           $  141,275                     $  81,265
Payroll  taxes payable         122,123                       122,123
Accrued  expenses              167,064                       127,258
                            $  430,462                     $ 330,646


The payroll taxes liabilities are for the calendar years from 1999 through 2001.
The  Company  has  agreed  to  pay  $6,500  per  month  to  the  tax  collecting
authorities,  beginning  March 15, 2003 until the entire amount is paid in full.

                                           52


7.  NOTE  PAYABLE

The  Company  has  an  unsecured  note of $50,000, guaranteed by the officer and
shareholder  of  the  Company,  bearing  an interest rate of 8.75%. The note was
payable through a revolving line of credit, which commenced on November 6, 2001,
the  date  of  the note, and was to be expired in three years following the note
date.  The  Company  was  to  pay a total of 36 payments of interest only on the
disbursed  balance  beginning  one  month  from  the  note  date and every month
thereafter.  The  term  period  was  to  commence  upon  the  termination of the
revolving  line of credit period. During the term period, the Company was to pay
principal  and  interest  payments  in  equal  installment  sufficient  to fully
amortize  the  principal  balance  outstanding,  beginning  one  month  from the
commencement  of  the  term period. All remaining principal and accrued interest
was  due  and  payable  7  years  from  the  date  of  the  note.

As  a  result of acquisition by Flexxtech (note 12) subsequent to the year ended
December  31,  2002,  the  Company  was  in default on this note, since the note
prohibited  a  change  of  ownership  over  25%  of  the  Company's common stock
outstanding.  The  entire  principal  amount  became  due  upon  default and the
revolving  line  of credit is no longer available to the Company. The Company is
in  the  process  of  making payment arrangement with the financing institution.

The  interests on this note were $4,375 and $729 for the year ended December 31,
2002  and  2001,  respectively.

8.  COMMITMENT  &  LITIGATION

LEASE:

The  Company  paid the usage charge each month for its office space. On February
5,  2003,  the  Company entered into short term rental agreement for 90 days and
month  to  month  thereafter.  The  monthly  rental  is  $2,289.

The rent expenses were $12,323 and $ 10,199 for the year ended December 31, 2002
and  2001,  respectively.

LITIGATION:

The  Company  was  the defendant in a collection action brought by a vendor. The
allegation  is that the Company failed to pay for goods and services provided by
the  vendor  in the amount of $125,000. This amount was accrued in the financial
statements  for  the  year  ended  December  31,  2001.

9.  STOCKHOLDERS'  EQUITY

During the years ended December 31, 2002 and 2001, the Company did not issue any
additional  shares.  Company has 10,000 issued and outstanding shares at the end
of  December  31,  2002  and  2001.

10.  BASIC  AND  DILUTED NET LOSS PER SHARE Basic and diluted net loss per share
for  the twelve-month period ended December 31, 2002 and 2001 were determined by
dividing  net  loss  for the periods by the weighted average number of basic and
diluted  shares  of  common  stock  outstanding.

11.  SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOWS

The  Company  prepares its statements of cash flows using the indirect method as
defined  under  the  Financial  Accounting  Standard  No.  95.

The  Company paid interest of $3,526 and $676 during the year ended December 31,
2002  and  2001,  respectively. The Company paid income taxes of $-0- during the
years  ended  December  31,  2002  and  2001.

                                           53


12.  SUBSEQUENT  EVENT

On  May 23, 2003, Flexxtech Corporation (Flex) and the Company closed a purchase
agreement  whereby Flex acquired 100% of the issued and outstanding common stock
of  the  Company. The purchase price consisted of $50,000 cash, 7,382,000 shares
of  Flex's  common  stock and five year option to purchase an additional 618,000
shares  of Flex's if the Company's total revenue exceeds $450,000 for the period
beginning  on June 1, 2003 and ending August 31, 2003. The option is exercisable
at  a  price  equal  to  the  closing bid price of the stock on August 31, 2003.

Pursuant  to  the terms of the share exchange agreement, control of the combined
companies  passed  to the former shareholders of the Company. This type of share
exchange  has  been  treated  as  a  capital  transaction  accompanied  by
recapitalization  of  the  Company  in  substance,  rather  than  a  business
combination, and is deemed a "reverse acquisition" for accounting purposes since
the  former owners of the Company controlled majority of the total common shares
outstanding  immediately  following  the  acquisition.  No  pro  forma financial
statements  are  being  presented  as Flex had no significant asset prior to the
acquisition.


                                           54




                           NETWORK INSTALLATION CORP.
                        (FORMERLY, FLEXXTECH CORPORATION)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

                                                              
                                   ASSETS
Current Asset:
               Cash and cash equivalents . . . . . . . . . . . .  $       667
               Accounts receivable . . . . . . . . . . . . . . .      337,763
               Notes receivable - related parties. . . . . . . .       79,214
               Other current assets. . . . . . . . . . . . . . .        2,289
                                                                  ------------
       Total Current Assets. . . . . . . . . . . . . . . . . . .      419,933

Property and Equipment, net. . . . . . . . . . . . . . . . . . .        7,739

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .  $   427,672
                                                                  ============


                   LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
               Accounts payable and accrued expenses . . . . . .  $ 1,361,852
               Loans payable . . . . . . . . . . . . . . . . . .       61,730
               Loans payable related parties . . . . . . . . . .       47,500
               Due to factor . . . . . . . . . . . . . . . . . .      205,929
               Convertible debt - current. . . . . . . . . . . .      663,860
                                                                  ------------
       Total Current Liabilities . . . . . . . . . . . . . . . .    2,340,871

Long-term Liabilities:
               Convertible debt net of debenture cost. . . . . .      378,000

STOCKHOLDERS' DEFICIT
        Common stock, authorized 100,000,000 shares at $.001 par
              value, issued and outstanding 12,616,330 shares. .       12,616
         Additional paid in capital. . . . . . . . . . . . . . .    2,252,587
         Shares to be issued . . . . . . . . . . . . . . . . . .       16,900
         Accumulated deficit . . . . . . . . . . . . . . . . . .   (4,573,302)
                                                                  ------------
             Total Stockholders' Deficit . . . . . . . . . . . .   (2,291,199)
                                                                  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . . .  $   427,672
                                                                  ============


                                           55





                                                 NETWORK INSTALLATION CORP.
                                              (FORMERLY, FLEXXTECH CORPORATION)
                                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                                         (UNAUDITED)

                                                                           
                                             THREE MONTHS ENDED                NINE MONTHS ENDED
                                                SEPTEMBER 30,                     SEPTEMBER 30,
                                             2003                 2002          2003         2002
                               --------------------  -------------------  ------------  -----------
NET REVENUE. . . . . . . . . . $           444,736   $          760,450   $ 1,199,680   $  813,543

COST OF REVENUE. . . . . . . .              358,131              439,631       916,244      479,617
                               --------------------  -------------------  ------------  -----------

GROSS PROFIT . . . . . . . . .               86,605              320,819       283,436      333,926

OPERATING EXPENSES . . . . . .            1,332,236              276,371     1,823,409      393,643

LOSS FROM OPERATIONS . . . . .           (1,245,631)              44,448    (1,539,973)     (59,717)

Other income (expense)
    Loss on conversion of
    debenture. . . . . . . . . .           (59,740)                   -       (59,740)           -
    Interest expense . . . . . .        (1,214,793)                (660)   (1,216,981)      (3,688)
                               --------------------  -------------------  ------------  -----------
     Total other income (expense)       (1,274,533)                (660)   (1,276,721)      (3,688)


 LOSS BEFORE INCOME TAXES. . . .        (2,520,164)              43,788    (2,816,694)     (63,405)

Provision of Income tax. . . . .                 -                    -           800          800

NET LOSS . . . . . . . . . . . $        (2,520,164)  $           43,788   $(2,817,494)  $  (64,205)
                               ====================  ===================  ============  ===========


Basic and diluted loss per
  Share                       $             (0.23)  $             0.01   $     (0.30)  $    (0.01)
                              ====================  ===================  ============  ===========

Basic and diluted weighted
  average shares outstanding.           11,127,512            7,382,000     9,320,787    7,382,000
                                ===================  ===================  ============  ===========


*  The  basic  and diluted net loss per share has been restated to retroactively
effect  a  200:1  reverse  stock  split  at  January  23,  2003

     Weighted  average  number  of shares used to compute basic and diluted loss
per  share  is  the  same  since   the  effect  of  dilutive securities is
anti-dilutive.


                                           56






                                NETWORK INSTALLATION CORP.
                             (FORMERLY, FLEXXTECH CORPORATION)
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
                                       (UNAUDITED)

                                                                          
                                                                         2003       2002
                                                                  ------------  ---------

CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(2,817,494)  $(64,205)
Adjustments to reconcile net loss to cash provided by (used in)
operating activities
      Depreciation and amortization. . . . . . . . . . . . . . .        2,523      1,679
      Issuance of stocks for consulting services & compensation.    2,089,250          -
      Options granted for compensation . . . . . . . . . . . . .        6,987          -
      Loss on settlement of debt . . . . . . . . . . . . . . . .       59,740          -
      (Increase) / decrease in current assets
            Accounts receivable. . . . . . . . . . . . . . . . .     (337,763)   (63,829)
             Deposits & other current assets . . . . . . . . . .         (969)    (8,895)
      Increase /(decrease) in current liabilities
            Accrued expenses & accounts payable. . . . . . . . .      537,229     48,467
                                                                  ------------  ---------
           NET CASH PROVIDED BY (USED IN) OPERATING
                  ACTIVITIES FROM CONTINUED OPERATIONS . . . . .     (460,497)   (86,783)
                                                                  ------------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES
           Cash received in acquisition of subsidiary. . . . . .          667          -
                                                                  ------------  ---------
           NET CASH PROVIDED BY INVESTING ACTIVITIES . . . . . .          667          -

CASH FLOWS FROM FINANCING ACTIVITIES
          Proceeds from factor . . . . . . . . . . . . . . . . .      205,929          -
          Proceeds from notes receivable . . . . . . . . . . . .            -     73,206
          Proceeds from borrowings . . . . . . . . . . . . . . .      336,150          -
          Payments of loans. . . . . . . . . . . . . . . . . . .      (98,901)         -
                                                                  ------------  ---------
          NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . .      443,178     73,206
                                                                  ------------  ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS. . . . . . . . . . . .      (16,652)   (13,577)

CASH AND CASH EQUIVALENTS -BEGINNING . . . . . . . . . . . . . .       17,319     13,577
                                                                  ------------  ---------

CASH AND CASH EQUIVALENTS -ENDING. . . . . . . . . . . . . . . .  $       667   $      -
                                                                  ============  =========


                                           57


1.  BASIS  OF  PREPARATION:

The  accompanying  unaudited  condensed  interim  financial statements have been
prepared  in  accordance  with  the  rules and regulations of the Securities and
Exchange  Commission  for the presentation of interim financial information, but
do  not include all the information and footnotes required by generally accepted
accounting  principles  for complete financial statements. The audited financial
statements  for  the  two  years  ended December 31, 2002 and 2001 were filed on
April  23,  2003  with  the  Securities  and  Exchange  Commission and is hereby
referenced.  In  the opinion of management, all adjustments considered necessary
for a fair presentation have been included. Operating results for the nine-month
periods  ended  September 30, 2003 are not necessarily indicative of the results
that  may  be  expected  for  the  year  ended  December  31,  2003.

RECAPITALIZATION

On  May  23,  2003,  Flexxtech  Corporation  (Flex)  and  Network  Installation
Corporation  (NIC) closed a purchase agreement whereby Flex acquired 100% of the
issued  and  outstanding common stock of Network Installation Corporation (NIC).
The  purchase price consisted of $50,000 cash, 7,382,000 shares of the Company's
common  stock  and  five year option to purchase an additional 618,000 shares of
the  Company  stock  if  NIC's  total  revenue  exceeds  $450,000 for the period
beginning  on June 1, 2003 and ending August 31, 2003. The option is exercisable
at  a  price  equal  to  the  closing bid price of the stock on August 31, 2003.

Pursuant  to  the terms of the share exchange agreement, control of the combined
companies  passed to the former shareholders of NIC. This type of share exchange
has been treated as a capital transaction accompanied by recapitalization of NIC
in  substance,  rather  than  a  business  combination, and is deemed a "reverse
acquisition"  for  accounting purposes since the former owners of NIC controlled
majority  of  the  total  common  shares  outstanding  immediately following the
acquisition.  No  pro forma financial statements are being presented as Flex had
no  significant  asset  prior  to  the  acquisition.

All  significant  intercompany accounts and transactions have been eliminated in
consolidation.  The  historical  results for the period ended September 30, 2003
include  the  accounts  of  Flex  (from  the  acquisition  date)  and  Network
Installation  Corporation  for  the  nine month period ended September 30, 2003,
while  the  historical  results for the periods ended September 30, 2002 include
only  Network  Installation  Corporation.

BASIC  AND  DILUTED  NET  LOSS  PER  SHARE

Net  loss  per share is calculated in accordance with the Statement of financial
accounting  standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion  No.15 (APB 15). Net loss per
share  for  all  periods  presented has been restated to reflect the adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of  common  shares  outstanding.  Diluted  net  loss  per  share is based on the
assumption that all dilutive convertible shares and stock options were converted
or  exercised. Dilution is computed by applying the treasury stock method. Under
this  method,  options and warrants are assumed to be exercised at the beginning
of  the  period (or at the time of issuance, if later), and as if funds obtained
thereby  were  used  to purchase common stock at the average market price during
the  period.

DESCRIPTION  OF  BUSINESS

Flex  was organized on March 24, 1998, under the laws of the State of Nevada, as
Color  Strategies.  On  December  20,  1999,  Flex  changed its name to Infinite
Technology  Corporation. Flex changed its name to Flexxtech Corporation in April
2000.

A  certificate  of  amendment was filed on July 10, 2003 to change the Company's
name  from  Flexxtech  Corporation  to  Network  Installation  Corp.

                                           57


NIC  was  incorporated  on  July  18,  1997,  under  the  laws  of  the State of
California.  The  Company  is  a  full  service computer cabling, networking and
telecommunications  integrator  contractor, providing networks from stem to stem
in  house.  The  Company  participated  in  the worldwide network infrastructure
market  to  end  users,  structured  cabling  market and the telephony services.

REVENUE  RECOGNITION

The Company's revenue recognition policies are in compliance with all applicable
accounting  regulations,  including  American  Institute  of  Certified  Public
Accountants (AICPA) Statement of Position (SOP) 81-1, Accounting for Performance
of  Construction-Type  and  Certain  Production-Type  Contracts.  Revenues  from
installations, cabling and networking contacts are recognized when the contracts
are completed (Completed-Contract Method). The completed-contract method is used
because  the  contracts  are  short-term in duration or the Company is unable to
make  reasonably  dependable  estimates of the costs of the contracts. Under the
Completed-Contract  Method,  revenues  and expenses are recognized when services
have  been  performed  and the projects have been completed. For projects, which
have been completed but not yet billed to customers, revenue is recognized based
on  management's estimates of the amounts to be realized. When such projects are
billed,  any  differences  between  the initial estimates and the actual amounts
billed  are  recorded  as  increases  or  decreases  to  revenue.  Expenses  are
recognized  in  the  period  in  which  the corresponding liability is incurred.
Because of short duration of the contracts, the Company did not have any work in
progress  as  of  September  30,  2003.

The  Company's  revenue  recognition  policy  for sale of network products is in
compliance  with  Staff  accounting bulletin (SAB) 101. Revenue from the sale of
network  products  is  recognized when a formal arrangement exists, the price is
fixed  or  determinable,  the  delivery  is  completed  and  collectibility  is
reasonably  assured.  Generally, the Company extends credit to its customers and
does  not require collateral. The Company performs ongoing credit evaluations of
its  customers  and  historic  credit  losses  have  been  within  management's
expectations.

ISSUANCE  OF  SHARES  FOR  SERVICE

The Company accounts for the issuance of equity instruments to acquire goods and
services  based on the fair value of the goods and services or the fair value of
the  equity  instrument  at  the  time  of  issuance, whichever is more reliably
measurable.

RECLASSIFICATIONS

For  comparative  purposes,  prior years' consolidated financial statements have
been  reclassified  to  conform with report classifications of the current year.

                                           58


2.  RECENT  PRONOUCEMENTS

In  December  2002,  the  FASB  issued  SFAS No. 148 "Accounting for Stock Based
Compensation-Transition  and  Disclosure".  SFAS  No.  148  amends SFAS No. 123,
"Accounting  for  Stock  Based  Compensation", to provide alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee  compensation. In addition, this Statement amends the
disclosure  requirements  of  Statement  123 to require prominent disclosures in
both  annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim reporting period
ending  January  31,  2003.  The  adoption  of SFAS 148 does not have a material
effect  on  the  earnings  or  financial  position  of  the  Company.

On April 30 2003, the FASB issued FASB Statement No. 149 (FAS 149), Amendment of
Statement  133  on Derivative Instruments and Hedging Activities. FAS 149 amends
and  clarifies  the accounting guidance on (1) derivative instruments (including
certain  derivative  instruments  embedded  in  other contracts) and (2) hedging
activities  that  fall  within  the  scope  of FASB Statement No. 133 (FAS 133),
Accounting  for  Derivative  Instruments  and  Hedging  Activities. FAS 149 also
amends  certain  other  existing  pronouncements,  which  will  result  in  more
consistent reporting of contracts that are derivatives in their entirety or that
contain  embedded  derivatives  that  warrant  separate  accounting.  FAS 149 is
effective  (1)  for contracts entered into or modified after June 30, 2003, with
certain  exceptions, and (2) for hedging relationships designated after June 30,
2003.  The guidance is to be applied prospectively. The adoption of SFAS No. 149
does  not  have a material impact on the Company's financial position or results
of  operations  or  cash  flows.

On  May  15,  2003,  the Financial Accounting Standards Board (FASB) issued FASB
Statement  No.  150 (FAS 150), Accounting for Certain Financial Instruments with
Characteristics  of  both Liabilities and Equity. FAS 150 changes the accounting
for  certain  financial  instruments  that,  under  previous  guidance, could be
classified  as  equity or "mezzanine" equity, by now requiring those instruments
to  be  classified  as  liabilities  (or  assets  in  some circumstances) in the
statement  of financial position. Further, FAS 150 requires disclosure regarding
the  terms  of those instruments and settlement alternatives. FAS 150 affects an
entity's  classification  of  the  following  freestanding  instruments:  a)
Mandatorily  redeemable  instruments  b)  Financial instruments to repurchase an
entity's  own  equity instruments c) Financial instruments embodying obligations
that  the  issuer must or could choose to settle by issuing a variable number of
its  shares  or  other  equity  instruments based solely on (i) a fixed monetary
amount known at inception or (ii) something other than changes in its own equity
instruments  d)  FAS  150  does  not  apply  to features embedded in a financial
instrument  that is not a derivative in its entirety. The guidance in FAS 150 is
generally effective for all financial instruments entered into or modified after
May  31,  2003, and is otherwise effective at the beginning of the first interim
period  beginning  after  June  15,  2003.  For  private  companies, mandatorily
redeemable  financial  instruments  are subject to the provisions of FAS 150 for
the  fiscal  period  beginning after December 15, 2003. The adoption of SFAS No.
150  does  not  have  a  material  impact on the Company's financial position or
results  of  operations  or  cash  flows.

                                           59


3.  GOING  CONCERN  OPINION

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted  accounting principles which contemplate continuation of the
Company  as  a  going  concern.  However, the Company has accumulated deficit of
$4,573,302  including  a  net loss of $2,817,494 for the nine month period ended
September  30, 2003. The continuing losses have adversely affected the liquidity
of  the  Company.  The  Company  faces  continuing  significant  business risks,
including  but  not  limited  to,  its  ability  to maintain vendor and supplier
relationships  by  making  timely  payments  when  due.

In view of the matters described in the preceding paragraph, recoverability of a
major  portion  of  the recorded asset amounts shown in the accompanying balance
sheet  is  dependent  upon continued operations of the Company, which in turn is
dependent  upon  the  Company's  ability  to  raise  additional  capital, obtain
financing  and  to succeed in its future operations. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded  asset  amounts or amounts and classification of liabilities that might
be  necessary  should  the  Company  be  unable  to continue as a going concern.

Management  has  taken the following steps to revise its operating and financial
requirements,  which  it believes are sufficient to provide the Company with the
ability  to  continue as a going concern. Management devoted considerable effort
during  the period ended September 30, 2003, towards obtaining additional equity
financing  through various private placements and evaluation of its distribution
and  marketing  methods.

4.  NOTES  RECEIVABLE/PAYABLE  -  RELATED

Notes  receivable  from  related  parties

The  Company has a receivable from a company related by common officer amounting
$80,534 as of September 30, 2003. The amount is unsecured, due on demand and non
interest  bearing.

Notes  payable  to  related  parties
------------------------------------

The Company has $3,500 payable based on the purchase agreement of the subsidiary
and  $44,000  loan  payable to the major shareholder and officer of the Company.
The  loan  amounts  are  unsecured,  due  on  demand  and  non interest bearing.

5.  LOAN  PAYABLE

The  Company has an unsecured note payable of $47,500, guaranteed by the officer
and  shareholder of the Company, bearing an interest rate of 8.75%. The note was
payable through a revolving line of credit, which commenced on November 6, 2001,
the  date  of  the note, and was to be expired in three years following the note
date.  The  Company  was  to  pay a total of 36 payments of interest only on the
disbursed  balance  beginning  one  month  from  the  note  date and every month
thereafter.  The  term  period  was  to  commence  upon  the  termination of the
revolving  line of credit period. During the term period, the Company was to pay
principal  and  interest  payments  in  equal  installment  sufficient  to fully
amortize  the  principal  balance  outstanding,  beginning  one  month  from the
commencement  of  the  term period. All remaining principal and accrued interest
was  due  and  payable  7  years  from  the  date  of  the  note.

As a result of acquisition of the Company by Flex, the Company was in default on
this  note,  since  the  note  prohibited  a change of ownership over 25% of the
Company's  common stock outstanding. The entire principal amount became due upon
default  and the revolving line of credit is no longer available to the Company.
The  Company  is in the process of making payment arrangement with the financing
institution.  The amount outstanding at September 30, 2003, amounted to $39,949.

The  Company  has  notes  payable  to unrelated parties amounting $21,781. These
notes  are  due  on  demand,  bear  interest rate of 6% per annum and unsecured.

                                           60


6.  DUE  TO  FACTOR

On  February  27,  2003,  the  Company  entered  into  a  factoring and security
agreement  to  sell,  transfer  and assign certain accounts receivable to Orange
Commercial  Credit  (OCC).  OCC may on its sole discretion purchase any specific
account.  All  accounts  sold  are with recourse on seller. All of the Company's
property  including  accounts  receivable, inventories, equipment and promissory
notes  are  collateral  under  this  agreement. OCC will advance 80% of the face
amount of each account. The difference between the face amount of each purchased
account  and  advance  on  the  purchased  account  shall be reserve and will be
released  after deductions of discount and charge backs on the 15th and the last
day  of  each  month. OCC charges 1% of gross face value of purchased receivable
for finance charge and 1% for administrative fees with minimum charge of $750 on
each settlement date. As of September 30, 2003, the Company factored receivables
of  approximately  $129,929.  In  connection  with  the factoring agreement, the
Company  included  fees  of  $10,752  in  the  period  ended September 30, 2003.

On  September 17, 2003, the Company entered a factoring agreement with a related
entity  for  $76,000  face amount. This amount is payable in 30 days and certain
receivables were assigned and delivered. In the event that on the maturity date,
any  amounts  on  the note remain, the holder can exercise its right to increase
the  face  amount  by  $10,000  per  month  that  the  Note  remains  unpaid.

7.  INCOME  TAXES

The  Company filed its tax returns through 2002 as an S corporation. The Company
accounts  for income taxes under Statement of Financial Accounting Standards No.
109  (SFAS  109).  Under  SFAS 109, deferred income taxes are reported using the
liability  method.  Deferred  tax assets are recognized for deductible temporary
differences  and  deferred  tax liabilities are recognized for taxable temporary
differences.  Temporary  differences  are  the  differences between the reported
amounts  of  assets and liabilities and their tax bases. Deferred tax assets are
reduced  by a valuation allowance when, in the opinion of management, it is more
likely  than not that some portion or all of the deferred tax assets will not be
realized.  Deferred  tax  assets and liabilities are adjusted for the effects of
changes  in  tax  laws  and  rates  on  the  date  of  enactment.

Through  September  30,  2003, the Company incurred net operating losses for tax
purposes  of  approximately $2,800,000. The net operating loss carryforwards may
be  used  to reduce taxable income through the year 2023. Net operating loss for
carryforwards  for  the  State  of  California are generally available to reduce
taxable  income  through  the  year  2008. The availability of the Company's net
operating loss carryforwards are subject to limitation if there is a 50% or more
positive  change  in  the  ownership  of  the Company's stock. The provision for
income  taxes  consists  of  the  state  minimum  tax  imposed  on corporations.

8.  STOCKHOLDERS'  EQUITY

During  period  ended  September  30, 2003, the Company issued stocks at various
times,  as  described  per  the following. The stocks were valued at the average
fair market value of the freely trading shares of the Company as quoted on OTCBB
on  the  date  of  issuance.

                                           61


STOCK  SPLIT

On  January  23,  2003,  Flex  announced  a 1 for 200 reverse stock split of its
common  stock.  All  fractional  shares are rounded up and the authorized shares
remain  the  same. The financial statements have been retroactively restated for
the  effects  of  stock  splits.

COMMON  STOCK:

During  period  ended  September  30,  2003,  the Company issued common stock as
follows:

75,000  shares  of  common stock were issued to an entity related through common
officer  at  that  time,  for  consulting  fees,  amounting  $3,750.

The  Company  issued 700,000 shares of common stock to the major shareholder for
consulting  services  amounting  $105,000.

The  Company  issued  400,000 shares of common stock to directors for directors'
fees  amounting  $610,800.

The  Company  issued 275,000 shares of common stock to the major shareholder for
consulting  services  amounting  $278,750.

The  Company  issued  65,923  shares  of  common  stock  valued  at $158,641 for
conversion  of  debenture  amount of $98,901. The difference of the value of the
stock  issued  and  debenture  amount  of  $59,740  was  charged  as  a  loss on
conversion.

The  Company  issued  1,550,000  shares  to  the major shareholder per debenture
agreement. $1,199,700 interest was recorded in the financial statement for these
shares.

CONVERTIBLE  DEBENTURES:

In  the  year  ended  December 31, 2001, the company issued debentures amounting
$720,000,  carrying  an  interest  rate of 6% per annum, due in August 2003. The
holders  are  entitled  to,  at  any  time  or  from  time  to time, convert the
conversion  amount  into  shares of common stock of the Company, par value $.001
per  share  at  a  conversion  price for each share of common stock equal to the
lower  of  (a) 120% of the losing bid price per share (as reported by Bloomberg,
LP)  on  the closing date, and (b) 80% of the lowest closing bid price per share
(as  reported  by  Bloomberg,  LP)  of  the  Company's common stock for the five
trading days immediately preceding the date of conversion. The Company recorded,
in  accordance  with EITF 00-27 and 98-5, a beneficial conversion feature on the
issuance  of  the  convertible  debentures  amounting  $180,000 reflected in the
interest  expense  in  the  financial  statement.  As of September 30, 2003, the
outstanding balance of the debentures amounted to $563,860 out of which, $38,524
pertains  to  major  shareholder.

                                           62


On  April  7,  2003,  in  connection with the recession agreement (note 12), the
Company  issued  convertible  debentures  of  $140,000  to  various parties. The
Company  has  recorded  the  debentures  as  recession  cost  in  the  financial
statements  at  December  31,  2002. The Holder of the debentures is entitled to
convert  the  face  amount  of  this  Debenture,  plus accrued interest, anytime
following  the Restricted Period, at the lesser of (i) 75% of the lowest closing
bid  price  during the fifteen (15) trading days prior to the Conversion Date or
(ii)  100%  of the average of the closing bid prices for the twenty (20) trading
days  immediately  preceding  the  Closing Date ("Fixed Conversion Price"), each
being  referred  to  as  the  "Conversion  Price". No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares  issuable shall be rounded up or down, as the case may be, to the nearest
whole  share.  The Debentures shall pay six percent (6%) cumulative interest, in
cash  or  in  shares  of common stock, par value $.001 per share, of the Company
("Common  Stock"),  at the Company's option, at the time of each conversion. The
debentures  are  payable  on  April  8,  2008.

On  April  7,  2003, the company issued debentures amounting $105,000 to a major
shareholder  and  a  related  party to a major shareholder, carrying an interest
rate  of  6% per annum, due in April 2008. The face amount of this Debenture may
be converted, in whole or in art, any time following the Closing Date. Holder is
entitled  to  convert  the face amount of this Debenture, plus accrued interest,
anytime  following  the  Closing  Date,  at  the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen (15) trading days prior to the Conversion
Date  or  (ii) 100% of the average of the closing bid prices for the twenty (20)
trading  days immediately preceding the Closing Date ("Fixed Conversion Price"),
each  being referred to as the "Conversion Price". No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares  issuable shall be rounded up or down, as the case may be, to the nearest
whole  share.

The  restriction  period for the conversion of the debentures issued in April is
for  one  year  period. The company has recorded a beneficial conversion feature
expense  amounting  $53,000  as interest expense in the financial statements for
the  period  ended  June  30,  2003.

In  connection with issuance of debentures, the Company issued 250,000 shares of
common  stock  to  an  unrelated  party  and 800,000 shares of common stock to a
related  party.  The  shares  issued  to  the  unrelated  party were recorded as
debenture  issuance  cost  up-to  the amount of debenture amounting $25,000. The
debentures  have been presented net of debentures issuance cost in the financial
statements.  The shares issued to the related party have been recorded as deemed
dividend amounting $120,000. The valuation of shares was based upon average fair
market  value  of the freely trading shares of the Company as quoted on OTCBB on
the  date  of  issuance.

The  Company  has recorded, in accordance with EITF 00-27 and 98-5, a beneficial
conversion  feature  on  the  issuance of the convertible debentures in the nine
month  period  ended September 30, 2003, an amount of $134,000, reflected in the
financial  statement  as  interest  expense.

During  the  period  ended  September  30,  2003,  the  Company  issued $158,000
debentures to a related party. These debentures carry an interest rate of 6% per
annum, due in July to September 2008. The face amount of these Debentures may be
converted,  in  whole or in part, any time following the Closing Date. Holder is
entitled  to  convert  the face amount of this Debenture, plus accrued interest,
anytime  following  the  Closing  Date,  at  the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen (15) trading days prior to the Conversion
Date  or  (ii) 100% of the average of the closing bid prices for the twenty (20)
trading  days immediately preceding the Closing Date ("Fixed Conversion Price"),
each  being referred to as the "Conversion Price". No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares  issuable shall be rounded up or down, as the case may be, to the nearest
whole  share.

                                           63


The  Company  issued  1,550,000  shares  to  the major shareholder per debenture
agreement.  Per  the  agreement,  the  Company was required to issue one hundred
thousand  (100,000)  shares of its common stock to holder, for each ten thousand
dollars  ($10,000)  invested.  The  Company  recorded  stock  issued  amounting
$1,199,700  as  interest  expense  in  the  accompanying  financial  statements.

CONVERTIBLE  PROMISSORY  NOTES  PAYABLE

In  the  year ended December 31, 2001, the Company issued convertible promissory
notes  of  $100,000  due  on April 1, 2004, carrying an interest rate of 10% per
annum.  The  holder  of  $100,000  promissory  notes  is entitled to convert the
conversion  amount  into shares of common stock of the Company, par value $.001,
at  any  time,  per  share  at a conversion price for each share of common stock
equal $7.00 per share of common stock. The note is secured and collateralized by
shares  of  common  stock  of  the  Company  at one share per every five dollars
($5.00)  of  the  principal.

STOCK  OPTION  PLAN

The  Company  accounts  for  stock  options  under SFAS No. 123, "Accounting for
Stock-Based  Compensation,"  as  amended  by SFAS No. 148, which contains a fair
value-based  method  for valuing stock-based compensation that entities may use,
which  measures  compensation  cost at the grant date based on the fair value of
the  award.  Compensation  is  then recognized over the service period, which is
usually  the  vesting  period.  Alternatively,  SFAS No. 123 permits entities to
continue  accounting  for  employee stock options and similar equity instruments
under Accounting Principles Board (APB) Opinion 25, "Accounting for Stock Issued
to  Employees."  Entities  that  continue to account for stock options using APB
Opinion 25 are required to make pro forma disclosures of net income and earnings
per  share,  as if the fair value-based method of accounting defined in SFAS No.
123  had  been  applied.

The  Company  accounts  for  its  stock  option  plan  under the recognition and
measurement  principles  of  APB  Opinion  25,  "Accounting  for Stock Issued to
Employees," and related interpretations. Stock-based employee compensation costs
are  not  reflected  in net income, as all options granted under the plan had an
exercise  price  equal to the market value of the underlying common stock on the
date  of  grant.  The  following  table illustrates the effect on net income and
earnings  per  share  for the nine month period ended September 30, 2003, if the
Company  had  applied  the fair value recognition provisions of SFAS No. 123, to
stock-based  employee  compensation  (no options were issued in the period ended
September  30,  2002)  as  follows  ($ in thousands, except per share amounts) :

                                           64




                                     
Net loss - as reported                    $(2,817)
Stock-Based employee compensation
  expense included in reported net
  income, net of tax                          (7)

Total stock-based employee
  compensation expense determined
  under fair-value-based method for all
  rewards, net of tax                        (10)
                                        ---------
Pro forma net loss                       $(2,834)
                                        =========
Loss per share:
Basic, as reported                          0.30
Diluted, as reported                        0.30
Basic, pro forma                            0.31
Diluted, pro forma                          0.31




THE  ASSUMPTIONS USED IN CALCULATING THE FAIR VALUE OF OPTIONS GRANTED USING THE
--------------------------------------------------------------------------------
BLACK-SCHOLES  OPTION-  PRICING  MODEL  ARE  AS  FOLLOWS:
---------------------------------------------------------

  RISK-FREE  INTEREST  RATE                             3.0%
  EXPECTED  LIFE  OF  THE  OPTIONS                     2  YEARS
  EXPECTED  VOLATILITY                                    100%
  EXPECTED  DIVIDEND  YIELD                               0

9.  LITIGATION



In  the  year ended December 31, 2002, a suit was brought against the Company in
the Superior Court of the State of California, County of San Francisco, alleging
that  the  Company  made  false  written  and oral representations to induce the
plaintiff to invest in the company and that such investment occurred despite the
plaintiff's request that  the funds be held in a brokerage account maintained by
a related entity. A co-defendant  in  the  case  also filed a cross-complaint in
the  action  alleging theories of recovery against the Company and several other
defendants  and  alleging  fraud,  breach  of  contract,  misrepresentation,
conversion  and securities fraud against the Company.  On November 21, 2003, the
Company  reached  a  settlement  with  the plaintiffs for $160,000, of which the
Company had already made a good faith payment of $20,000.  The remaining payment
will  be  made  in installments through April 2004.  The Company has accrued for
the  litigation  liability  in  the  accompanying  financial  statements.

On  April  25,  2003  the  Superior  Court  of  the  State of California, County
of Orange, entered a  judgment  in  the  amount  of  $46,120 against the Company
in  favor  of a vendor of the Company's former  subsidiary,  North Texas Circuit
Board,  or  NTCB.  In  addition,  on August 20,  2002 the Company sold NTCB to a
third  party.  Pursuant  to  terms of the share purchase agreement,  this  third
party  assumed  all  liabilities  of  NTCB.  The  Company  plan  to  vigorously
oppose the action. The Company plans to file for vacate the judgment for lack of
personal  service.

On  April  29,  2003,  an  investor  brought  a  suit against the Company in the
Superior  Court  of  the  State  of  California, County of Los Angeles, alleging
breach  of  contract  pursuant  to  a  settlement agreement executed between the
Company  and  the investor dated  November  20,  2002.  The  suit  alleges  that
the  Company  are  delinquent  in its repayment of a $20,000 promissory note, of
which  $5,000 has been repaid to date. The Company plan to vigorously oppose the
claims.

                                           65


The  Company  may  be involved in litigation, negotiation and settlement matters
that  may  occur in the day-to-day operations of the Company and its subsidiary.
Management does not believe implication of these litigations will have any other
material  impact  on  the  Company's  financial  statements.



10.  SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOWS

The  Company  prepares its statements of cash flows using the indirect method as
defined  under  the  Financial  Accounting  Standard  No.  95.

The Company paid $-0- for income taxes and interest during the nine month period
ended  September 30, 2003. The Company paid income taxes of $-0- and interest of
$26,500  during  the  nine  month  period  ended  September  30,  2002.

The  statement  of cash flows does not include effect of non-cash transaction of
issuance  of  shares  (note  8).

11.  RESTATEMENT

Subsequent  to the issuance of the Company's financial statements for the period
ended  September 30, 2003, the Company determined that a certain transaction and
presentation  in the financial statements had not been accounted properly in the
Company's  financial  statements.  The  Company's 2003 financial statements have
been  restated  to  correct  errors  as  follows:

(1)  The acquisition of the Company by Flex was recorded under straight purchase
method  instead  of  under  the  reverse  acquisition  method.

The Company has restated its financial statements for the period ended September
30,  2003.  The  effect  of  the  correction  of  all  the errors is as follows:


                                           66





                                                                                     
                                                               AS PREVIOUSLY AS
Period ended September 30, 2003                                  REPORTED                   RESTATED

BALANCE SHEET:

          Goodwill                                             $  1,745,840                 $         -

TOTAL ASSETS                                                   $  2,174,832                 $   427,672

STATEMENT OF SHAREHOLDERS' DEFICIT
          Accumulated deficit:                                 $(20,636,241)                $(4,573,302)
          Additional paid in capital                           $ 20,066,110                 $ 2,252,587
          Total stockholders' deficit                          $   (540,615)                $(2,291,199)

STATEMENT OF OPERATIONS:
         Net revenues                                          $    641,307                 $ 1,199,680
          Gross profit                                         $    138,111                 $   283,436
          Operating expenses                                   $  1,634,005                 $ 1,823,409
          Operating Loss                                       $  1,495,894                 $ 1,539,973
          Net loss                                             $  2,931,660                 $ 2,817,494
          Basic and diluted net loss per share                 $      (0.53)                $    (0.30)

                             ADDITIONAL INFORMATION

Our  common  stock  is  registered  with  the  SEC  under  section  12(g) of the
Securities  Exchange Act of 1934. We file with the SEC periodic reports on Forms
10-KSB,  10-QSB  and  8-K,  and proxy statements, and our officers and directors
file  reports  of  stock ownership on Forms 3, 4 and 5. We intend to send annual
reports containing audited financial to the shareholders. Additionally, we filed
with  the  Securities  and  Exchange Commission a registration statement on Form
SB-2  under  the  Securities  Act  of 1933 for the shares of common stock in the
offering,  of  which this prospectus is a part. This prospectus does not contain
all  of  the  information  in  the  registration  statement and the exhibits and
schedule  that  were  filed  with  the  registration  statement.  For  further
information  we  refer  you  to  the registration statement and the exhibits and
schedule  that  were  filed  with  the  registration  statement.

Statements  contained  in  this prospectus about the contents of any contract or
any other document that is filed as an exhibit to the registration statement are
not  necessarily  complete, and we refer you to the full text of the contract or
other  document filed as an exhibit to the registration statement. A copy of the
registration  statement  and the exhibits and schedules that were filed with the
registration  statement  may be inspected without charge at the Public Reference
Room  maintained  by the Securities and Exchange Commission at 450 Fifth Street,
N.W.,  Washington, D.C. 20549, and copies of all or any part of the registration
statement  may  be  obtained  from  the  Securities and Exchange Commission upon
payment of the prescribed fee. Information regarding the operation of the Public
Reference Room may be obtained by calling the Securities and Exchange Commission
at  1-800-SEC-0330.

The  Securities  and  Exchange  Commission  maintains  a  web site that contains
reports,  proxy  and  information  statements,  and  other information regarding
registrants  that  file  electronically with the SEC. The address of the site is
www.sec.gov.
  ----------

                                           67


                 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article  VIII  of  our By-laws provides: Except as hereinafter stated otherwise,
the Corporation shall indemnify all of its officers and directors, past, present
and  future,  against  any  and  all expenses incurred by them, and each of them
including  but  not  limited to legal fees, judgments and penalties which may be
incurred,  rendered  or levied in any legal action brought against any or all of
them  for  or  on  account of any act or omission alleged to have been committed
while  acting  within the scope of their duties as officers or directors of this
Corporation.

Article  VIII  of  our  Articles  of  Incorporation states that: The Corporation
shall,  to  the  fullest  extent permitted by the General Corporation Law of the
State  of Nevada, as the same may be amended and supplemented, indemnify any and
all  persons  whom  it  shall  have  power  to indemnify under said Law from and
against  any  and all of the expenses, liabilities, or other matters referred to
in or covered by said Law, and the indemnification provided for herein shall not
be  deemed  exclusive  of  any  other  rights  to which those indemnified may be
entitled  under  any  Bylaw,  agreement,  vote  of stockholders or disinterested
directors  or  otherwise,  both  as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person  who  has  ceased to be a director, officer, employee, or agent and shall
inure  to  the  benefit  of  the  heirs, executors, and administrators of such a
person.

Under  the foregoing provisions of our Certificate of Incorporation and By-Laws,
each  person  who  is  or  was  a  director  or  officer  of Registrant shall be
indemnified  by  the  Registrant  as  of  right  to the full extent permitted or
authorized  by  the  General  Corporation  Law of Nevada. Under such law, to the
extent  that  such  person  is  successful on the merits of defense of a suit or
proceeding brought against such person by reason of the fact that such person is
a  director  or  officer  of  the  Registrant,  such person shall be indemnified
against  expenses,  including attorneys' fees, reasonably incurred in connection
with  such  action.  If unsuccessful in defense of a third-party civil suit or a
criminal  suit  or if such a suit is settled, such a person shall be indemnified
under  such  law  against  both (1) expenses (including attorneys' fees) and (2)
judgments,  fines  and  amounts  paid in settlement if such person acted in good
faith  and  in a manner such person reasonably believed to be in, or not opposed
to,  the  best  interests  of  the  Registrant, and with respect to any criminal
action,  had  no reasonable cause to believe such person's conduct was unlawful.
If  unsuccessful  in  defense  of  a  suit  brought by or under the right of the
Registrant, or if such suit is settled, such a person shall be indemnified under
such  law  only  against  expenses  (including  attorneys' fees) incurred in the
defense  or  settlement of such suit if such person acted in good faith and in a
manner  such  person  reasonably  believed to be in, or not opposed to, the best
interests  of  the Registrant, except that if such a person is adjudicated to be
liable  in  such  suit  for  negligence or misconduct in the performance of such
person's  duty  to  the  Registrant,  such  person cannot be made whole even for
expenses  unless  the court determines that such person is fairly and reasonably
entitled  to  be  indemnified  for  such  expenses.

OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION

The following table sets forth our expenses in connection with this registration
statement. All of these expenses are estimates, other than the fees and expenses
of  legal  counsel  and  filing  fees  payable  to  the  Securities and Exchange
Commission.


                                           68




                                                   
Filing Fee--Securities and Exchange Commission        $400
Legal Expenses                                        $6,000
Accounting Expenses                                   $7,500
Blue Sky Fees and Expenses                            $1,000
Printing Expenses                                     $3,000
Miscellaneous expenses                                $2,100
                                                   ---------
              Total:                                 $20,000


ITEM  26.  RECENT  SALES  OF  UNREGISTERED  SECURITIES

In  the  three months ended September 30, 2001, we sold a total of 31,996 shares
of  common  stock  without  registration  pursuant to the exemptions afforded by
Regulation  D  resulting  in  gross  proceeds  of  $30,320.   These  sales  were
undertaken  under  Rule 506 of Regulation D under the Securities Act of 1933, as
amended,  by  the  fact  that:

-    the  sales were made to a sophisticated or accredited investors, as defined
     in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).

We  utilized  the  services  of  finders  in placing the 31,996 shares of common
stock.  We did not utilize the services of brokers or underwriters. The Offering
was self-underwritten. The Offering expenses were approximately 15% of the gross
Offering  proceeds. The balance of the Offering expenses were related to general
sales  expenses,  including,  but  not limited to, due diligence, accounting and
legal  expenses.

In  the  three  months  ended September 30, 2001, we sold 6,676 shares of common
stock  pursuant to the provisions of Regulation S resulting in gross proceeds of
$5,600.  We  relied  on  the  following  facts:

-    The  offer was made in an offshore transaction because, at the time the buy
     order  was  originated,  we  reasonably  believed the buyer was outside the
     United  States.
-    No  directed  selling  efforts were made in the United States in connection
     with  the  offer.

We utilized the services of finders in placing the 6,676 shares of common stock.
We  did  not  utilize  the services of brokers or underwriters. The Offering was
self-underwritten.  The  Offering  expenses  were approximately 15% of the gross
Offering  proceeds. The balance of the Offering expenses were related to general
sales  expenses,  including,  but  not limited to, due diligence, accounting and
legal  expenses.

In  August,  2001  we  commenced a convertible debenture offering. The placement
agent  was  May  Group,  Inc.  May Davis received 200,000 shares of common stock
pursuant  to  Regulation  D  and  cash  consideration as a fee. These sales were
undertaken  under  Rule 506 of Regulation D under the Securities Act of 1933, as
amended,  by  the  fact  that:

                                           69


-    the  sales were made to a sophisticated or accredited investors, as defined
     in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).


During  the  period  between  June  2001  and December 2001, we sold Convertible
Debentures  to  the  following  persons  in  the  amounts  indicated  below.


Number  Amount      Name of Bondholder
- ------   ------     ------------------
001     $10,000     Bonnie  Goldstein
002     $10,000     Neil  Jones
003     $20,000     Terry  and  Carol  Conner
004     $10,000     Robert  Dutch
005     $20,000     Howard  and  Elaine  Bull
006     $50,000     Daniel  Grillo
007     $10,000     Jon  Cummings
008     $10,000     Richard  Dredge
009     $10,000     Seymour  Niesen
010     $10,000     John  Williams
011     $10,000     Koenraad  Blot
012     $10,000     Steven  and  Mary  LeMott
013     $10,000     Andrew  Geiss
014     $10,000     John  and  Dianna  McNeish
015     $10,000     Carl  Ziegler
016     $10,000     Michael  Beecher
017     $10,000     Michael  Dahlquist
018     $10,000     Carl  Hoehner
019     $20,000     Vernon  Koto
020     $20,000     Kenneth  E.  Rogers
021     $10,000     John  Bollinger
022     $10,000     Richard  Blue
023     $10,000     Frank  Damato
       ----------
       $310,000

   Second  Tranche

        20,000     Craig  Wexler
        30,000     Lawrence  Wexler
        12,500     Andrew  Smith
        12,500     Global  Coast  Insurance
        95,000     Charles  Mangione
     ----------
      $170,000

We have also sold debentures to the following investors in the following
amounts.

       180,000     David  Wykoff
        60,000     Dutchess  Private  Equities  Fund,  L.P.
     ---------
      $240,000

                                           70


These  sales were undertaken under Rule 506 of Regulation D under the Securities
Act  of  1933,  as  amended,  by  the  fact  that:

-  the  sales  were  made  to  a  sophisticated  or  accredited  investors,
   as  defined  in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).

For  the  18  month period from January 2001 through June 2002, we issued to VLK
Capital Corp. 5,909,333 shares of common stock for managerial services valued at
$.902  per  share, as amended. Of these shares, 783,333 shares were subsequently
transferred  to  Greg  Mardock,  our  president  at that time, and an additional
2,646,000  were  transferred  to  Edward  Fearon,  an  officer  and  director of
Primavera  Corporation  and  North  Texas  Circuit  Board,  and  500,000  were
transferred  to  Raymond Craig, a shareholder. These sales were undertaken under
Rule  506  of  Regulation D under the Securities Act of 1933, as amended, by the
fact  that:

-    the  sales were made to a sophisticated or accredited investors, as defined
     in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).



                                          71


During  the  fourth  quarter  of  2001  we  issued  additional shares of Network
Installation  common  stock  to:

-  Ten  shareholders  purchased  shares  44,344  at  $0.65  per  share
-  Three  shareholders  purchased  12,337  shares  at  $0.75  per  share
-  One  shareholder  purchased  4,000  shares  at  $0.55  per  share

Additionally,  we  issued seven shareholders 100,028 shares for services and one
additional  shareholder  600,000  shares  collected  against  a  loan.

These  sales  during  the  forth  quarter  of  2001 described in the immediately
preceding  paragraphs  were  undertaken under Rule 506 of Regulation D under the
Securities  Act  of  1933,  as  amended,  by  the  fact  that:

-    the  sales were made to a sophisticated or accredited investors, as defined
     in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).


During  the  forth  quarter  of  2001  we  issued  additional  shares  without
registration  under  the  Act  in  reliance  on  the exemption from registration
provided  by  Regulation  S  under  the  Act,  as  follows:

-    One  shareholder  purchased  249,920  shares  at  $.202  per  share  -  One
     shareholder  purchased  69,709  shares at $0.21 per share - One shareholder
     purchased  130,000  shares  at  $0.35  per  share

These  sales  constitute  a  total  of  442,629  shares  issued  in  reliance on
Regulation  S.  We  relied  on  the  following  facts:

-    The  offer was made in an offshore transaction because, at the time the buy
     order  was  originated,  we  reasonably  believed the buyer was outside the
     United  States.
-    No  directed  selling  efforts were made in the United States in connection
     with  the  offer.

In  the  12  months  ended  December  31,  2002  and pursuant to Regulation D or
Regulation  S  we issued a total of 67,725,390 shares of which 11,317,851 shares
were  sold  for  cash.  The  breakdown of shares sold for cash for the 12 Months
ended  December  31,  2002  are  as  follows:



                                                                   
Quarter            Amount of Securities                Regulation           Gross Proceeds

    1st                   1,900,634                    S                    $284,378.12
    1st                     232,000                    D                    $ 58,000.00
    2nd                   3,482,396                    S                    $462,813.61
    2nd                      59,452                    D                    $ 19,060.00
    3rd                     194,120                    S                    $ 13,879.24
    3rd                     150,000                    D                    $  3,500.00
    4th                   5,299,249                    S                    $ 23,591.57
                         ----------                                         -----------
    Total                11,317,851                                         $865,222.54
                         ==========                                         ===========



                                           72


The sales described in the immediately preceding chart as being sold pursuant to
Regulation D were undertaken under Rule 506 of Regulation D under the Securities
Act  of  1933,  as  amended,  by  the  fact  that:

-  the  sales  were  made  to  a  sophisticated  or  accredited  investors,
   as  defined  in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).

For  the  sales  described  in  the  preceding  chart  as being sold pursuant to
Regulation  S,  we  relied  on  the  following  facts:

-    The  offer was made in an offshore transaction because, at the time the buy
     order  was  originated,  we  reasonably  believed the buyer was outside the
     United  States.
-    No  directed  selling  efforts were made in the United States in connection
     with  the  offer.

During the first quarter ended March 31, 2002, we sold 10,679 shares for cash in
the  amount  of  $343,358. We issued 1,133 shares of common stock for consulting
services  amounting  $113,000  to  Atlantis Partners.  We issued 1,050 shares of
common  stock  for  compensation  amounting  $92,400.  We issued 4,250 shares of
common  stock  to Western Cottonwood Corporation as collateral against a debt of
$283,700.

The sales described in the immediately preceding paragraph were undertaken under
Rule  506  of  Regulation D under the Securities Act of 1933, as amended, by the
fact  that:

-  the  sales  were  made  to  a  sophisticated  or  accredited  investors,
   as  defined  in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).

                                           73


During the second quarter ended June 30, 2002, we sold 18,376 shares for cash in
the  amount  of $480,833. We issued 10,413 shares of common stock for consulting
services  valued  at  $479,644.  We  also settled debts amounting to $259,200 by
issuing  6,081  shares  of  common  stock  valued  at  $431,644.

The sales described in the immediately preceding paragraph were undertaken under
Rule  506  of  Regulation D under the Securities Act of 1933, as amended, by the
fact  that:

-  the  sales  were  made  to  a  sophisticated  or  accredited  investors,
   as  defined  in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).

During  the  third  quarter ended September 30, 2002, we issued 9,375 shares for
finder's  fee  related  to  sale of common stock. The shares issued for finders'
fees  were  valued at $93,750. Included in those shares were 7,500 shares valued
at  $75,000  to Atlantis Partners. We issued 10,000 shares issued at $100,000 to
an  investor  for a price difference adjustment. The price difference adjustment
is  the excess amount received from an investor on the sale of common stock over
the market price. We issued 175 shares for consulting services valued at $3,233.
We  issued  7,500  shares  to  Greg  Mardock,  our  President  at  that  time as
compensation,  and  valued  at $138,596. We issued 10,076 shares of common stock
valued  on  conversion  of  debentures  at  $140,527.  We also settled a debt of
$100,000  payable  to  Western  Cottonwood  Corporation, by issuing 25000 shares
valued  at  $250,000  resulting in a loss of $150,000 on settlement of the debt.
During  the three month period ended September 30, 2002, we sold 1,721 shares of
common  stock  for  cash  in  the  amount  of  $17,088.

The sales described in the immediately preceding paragraph were undertaken under
Rule  506  of  Regulation D under the Securities Act of 1933, as amended, by the
fact  that:

-  the  sales  were  made  to  a  sophisticated  or  accredited  investors,
   as  defined  in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).


                                           74


During  the  fourth  quarter  ended December 31, 2002, we issued common stock to
various  parties  as  per  follows:

a)  On  October  7,  2002,  51,361 shares of common stock valued at $70,449 were
issued  in  the  name of Delaware Charter Guarantee and Trust, FBO Greg Mardock,
our  President  at  that  time,  in  exchange  for  Promissory  Notes of $64,588
principal  amount  and  interest  of  $5,861.

b)  On  October 8, 2002, Edward R. Fearon, the former President of Primavera and
Escamilla  Capital  Corporation  received  6,250  and 8,750 shares respectively,
valued  at  a  total  of  $60,000.

c)  On  October 8, 2002, Edward R. Fearon, the former President of Primavera was
issued  15,000  shares of common stock valued at $60,000 for consulting services
performed  during  the  year  ended  December  31,  2002.

d)  On  November  5,  2002  Western  Cottonwood Corp was issued 75,000 shares of
common  stock  valued  at  $300,000  in  exchange  for  a  debt  of  $300,000.

e)  During  the  three  month  ended  December  31,  2002, we settled debentures
amounting  $50,800  by  issuing 34,940 shares of common stock valued at $50,800.

f)  We  issued 5,000 shares to a consultant valued at $20,000 for same amount of
services  performed  during  the  year  ended  December  31,  2002.

g)  During  the three months ended December 31, 2002, we issued 26,496 shares of
common  stock  for  cash  amounting  $23,882.

The  sales  during  the  fourth  quarter ended December 31, 2002 were undertaken
under  Rule 506 of Regulation D under the Securities Act of 1933, as amended, by
the  fact  that:

-  the  sales  were  made  to  a  sophisticated  or  accredited  investors,
   as  defined  in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).


                                           75


During  the  year  ended  December  31,  2002,  we  issued  debentures amounting
$720,000,  carrying an interest rate of 6% per annum, due in August 2003. During
the  three  month period ended December 31, 2002, we issued debentures amounting
to  $134,000.

The  sales  of  the  debentures described in the immediately preceding paragraph
were undertaken under Rule 506 of Regulation D under the Securities Act of 1933,
as  amended,  by  the  fact  that:

-  the  sales  were  made  to  a  sophisticated  or  accredited  investors,
   as  defined  in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).

During the year ended December 31, 2002, we issued 45,016 shares of common stock
in  conversion  of  debentures  amounting  to  $191,327.

The  sales  of the shares of common stock described in the immediately preceding
paragraph  were  undertaken  under Rule 506 of Regulation D under the Securities
Act  of  1933,  as  amended,  by  the  fact  that:

-  the  sales  were  made  to  a  sophisticated  or  accredited  investors,
   as  defined  in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).

In  April  2003,  in  connection  with  the  rescission  agreement,  we  issued
convertible  debentures  of  $140,000  to  various  investors.

The  sales  of the convertible debentures described in the immediately preceding
paragraph  were  undertaken  under Rule 506 of Regulation D under the Securities
Act  of  1933,  as  amended,  by  the  fact  that:

                                           76


-  the  sales  were  made  to  a  sophisticated  or  accredited  investors,
   as  defined  in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).

In  2002, we issued convertible promissory notes of $59,200 due on March 1, 2004
and  $100,000  due on April 1, 2004, carrying an interest rate of 10% per annum.

The  sales  of  the  convertible  promissory  notes described in the immediately
preceding  paragraph  were  undertaken  under Rule 506 of Regulation D under the
Securities  Act  of  1933,  as  amended,  by  the  fact  that:

-  the  sales  were  made  to  a  sophisticated  or  accredited  investors,
   as  defined  in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).

During  the  six  month  period  ended  June 30, 2003, we issued common stock as
follows:

-    75,000  shares  of  common  stock  were issued to an entity related through
     common  officer at that time, for consulting fees, amounting to $3,750; and

7,382,000  shares  of  common  stock  valued  at  $1,107,300  were  issued  for
acquisition  of  its  subsidiary,  Network  Installation  Corporation.


                                           77

The  sales  of the common stock during the six month period ended June 30, 2003,
described in the immediately preceding paragraph, were undertaken under Rule 506
of  Regulation D under the Securities Act of 1933, as amended, by the fact that:

-  the  sales  were  made  to  a  sophisticated  or  accredited  investors,
   as  defined  in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).

On  April  7,  2003,  we  issued  800,000  shares  of  common  stock  to a major
shareholder  as  inducement  for  debenture  amounting  $80,000.

On April 7, 2003, we issued 250,000 shares of common stock to an unrelated party
as  inducement  for  debenture  amounting  $25,000.

On  April 7, 2003, we issued debentures amounting $105,000, carrying an interest
rate  of 6% per annum, due in April 2008 to Dutchess Private Equities Fund, L.P.

In  April  2003,  we  issued  700,000  shares  of  common  stock  to  the  major
shareholder  for  consulting  services  amounting  $105,000.

We  issued 690,000 shares of common stock as a part of restructuring on April 9,
2003.

The sales of the common stock and debentures in April 2003 were undertaken under
Rule  506  of  Regulation D under the Securities Act of 1933, as amended, by the
fact  that:

-  the  sales  were  made  to  a  sophisticated  or  accredited  investors,
   as  defined  in  Rule  502;

-    we gave each purchaser the opportunity to ask questions and receive answers
     concerning  the  terms  and  conditions  of  the offering and to obtain any
     additional  information  which  we  possessed  or  could  acquire  without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;

-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;

-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and

-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).


                                           78


                                    EXHIBITS

EXHIBIT  INDEX

NUMBER  DESCRIPTION

3.1  Articles  of  Incorporation  filed  as  Exhibit  3.1  to  the  Company's
     Registration  Statement  on  Form  10SB  filed  on  March  5th,  1999  and
     incorporated  herein  by  reference.

3.2  Certificate  of  Amendment to Article of Incorporation filed as Exhibit 3.3
     to  the  Company's  Form  10-KSB  on  April  15,  2003.

3.3  By-laws  filed  as  Exhibit  3.2 to the Company's Registration Statement on
     Form  10SB  filed on  March 5th, 1999 and incorporated herein by reference.

3.4  Certificate  of  Amendment to the Certificate of Incorporation of Flexxtech
     Corporation  filed  as  Exhibit  4.1  to  the  Company's  Form 10-QSB dated
     November  13,  2003  and  incorporated  herein  by  reference.

4.1  Warrant  #101  issued  to  C.C.R.I.  Corp.  on  September  29,  2003.

4.2  Warrant  #102  issued  to  C.C.R.I.  Corp.  on  September  29,  2003.

5.1* Opinion  of  counsel

10.1 Consulting  Agreement  between the Company and Dutchess Advisors, LLC dated
     April  1, 2003 filed as Exhibit 10.3 to the Company's Form 8-K on April 23,
     2003  and  incorporated  herein  by  reference.

10.2** Investment Agreement between the Company and Preston Capital Partner, LLC
     dated  September  29,  2003.

10.3**  Registration  Rights  Agreement  between the Company and Preston Capital
     Partners,  LLC  dated  September  29,  2003.

10.4**  Placement  Agent  Agreement  between  the  Company  and  Park  Capital
     Securities,  LLC  dated  October  10,  2003.

10.5 Reseller  Agreement  between  Vivato, Inc. and the Company dated August 14,
     2002  filed as Exhibit 10.1 to the Company's Form 10-QSB dated November 13,
     2003  and  incorporated  herein  by  reference.

10.6 Motorola  Reseller  Agreement  between Motorola, Inc. and the Company dated
     August  18,  2003  filed as Exhibit 10.2 to the Company's Form 10-QSB dated
     November  13,  2003  and  incorporated  herein  by  reference.

10.7 Short  Term  Rental  Agreement between Vidcon Solutions Group, Inc. and the
     Company  dated February 5, 2003 filed as Exhibit 10.3 to the Company's Form
     10-QSB  dated  November  13,  2003  and  incorporated  herein by reference.

10.8 Restructuring and Release Agreement Dutchess Advisors LLC, Dutchess Capital
     Management  LLC, Michael Novielli, Western Cottonwood Corporation, Atlantis
     Partners,  Inc.,  John  Freeland,  Greg  Mardock, VLK Capital Corp. and the
     Company dated April 9, 2003 filed as Exhibit 10.2 to the Company's Form 8-K
     filed  on  April  23,  2003  and  incorporated  herein  by  reference.

10.9 Stock Purchase Agreement between Michael Cummings and the Company dated May
     16,  2003  filed as Exhibit 2.1 to the Company's Form 8-K filed on June 13,
     2003  and  incorporated  herein  by  reference.

21.1**  List  of Subsidiaries 23.1 Consent of independent auditors

23.2* Consent  of  counsel  (contained  in  Exhibit  5.1)

*  To  be  filed  by  amendment
**  Previously  filed

28.  UNDERTAKINGS

The  Registrant  hereby  undertakes  that  it  will:

(1)  File,  during  any  period  in  which  it  offers  or  sells  securities, a
post-effective  amendment  to  this  registration  statement  to:

(i)  Include  any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)  Reflect  in  the  prospectus  any  facts  of events which, individually or
together,  represent a fundamental change in the information in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered  (if  the total dollar value of securities offered would not
exceed  that which was registered) and any deviation from the low or high end of
the  estimated maximum offering range may be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume and price represent no more than a 20% change in the maximum
offering  price  set forth in the "Calculation of Registration Fee" table in the
effective  registration  statement;  and

(iii)  Include  any  additional  or  changed material information on the plan of
distribution.

(2)  For  determining  any  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  as  a  new  registration  statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide  offering.

(3)  File  a  post-effective  amendment  to  remove from registration any of the
securities  that  remain  unsold  at  the  end  of  the  offering.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  (the  "Act")  may  be  permitted  to  directors, officers, and controlling
persons  of  the  small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has 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.

In  the  event  that a claim for indemnification against such liabilities (other
than  the payment by the small business issuer of expenses incurred or paid by a
director,  officer  or  controlling  person  of the small business issuer in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the  matter  has  been  settled  by  controlling precedent, submit to a court of
appropriate  jurisdiction  the  question  whether  such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the  final  adjudication  of  such  issue.

(1)  For  determining  any  liability  under  the  Securities  Act,  treat  the
information  omitted  from  the  form  of  prospectus  filed  as  part  of  this
registration  statement  in  reliance  upon Rule 430A and contained in a form of
prospectus  filed by the Registrant under Rule 424(b)(1), or (4) or 497(h) under
the  Securities  Act  as  part of this registration statement as of the time the
Commission  declared  it  effective.

(2)  For  determining  any  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  that  contains  a  form  of  prospectus  as  a  new
registration statement for the securities offered in the registration statement,
and  that  offering  of  the  securities  at  that time as the initial bona fide
offering  of  those  securities.

                                   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
of  the  requirements  of  filing  on Form SB-2 and authorized this Registration
Statement  to  be  signed  on  its  behalf  by  the undersigned, in the State of
California,  on  January  20,  2004.

                        NETWORK INSTALLATION CORPORATION



                        By:/s/  Michael  Cummings
                       -------------------------------------
                           Michael  Cummings
                           Chief  Executive  Officer  and  Director



Signature                                          Date

/s/  Michael  Cummings                                January  20,  2004
-  ---------------------------------------------
Michael  Cummings,  Chief  Executive  Officer
and  Director


/s/  Michael  Novielli                                January  20,  2004
-  ----------------------------------------------
Michael  Novielli,  Director
(Principal  Accounting  Officer  and
Principal  Financial  Officer)


/s/  Douglas  Leighton                                January  20,  2004
-  ----------------------------------------------
Douglas  Leighton,  Director


/s/  Theodore  J.  Smith,  Jr.                        January  20,  2004
-  ----------------------------------------------
Theodore  J.  Smith,  Jr.,  Director