FILED PURSUANT TO RULE 424(b)(3)
                                FILE NO. 333-117691

                                   PROSPECTUS
                        NETWORK INSTALLATION CORPORATION
                     OFFERING UP TO 2,290,318 COMMON SHARES

This  prospectus  relates  to the resale of up to 2,290,318 shares of our common
stock.  1,420,001  shares  of  common stock covered by this prospectus are to be
sold  by  29 selling shareholders who will receive all of the proceeds from such
sales.  We  will not receive any proceeds from the sale of the 1,420,001 shares.
However,  we  may  receive  proceeds  from  the sale of 100,000 common shares to
C.C.R.I.  if  C.C.R.I.  exercises warrants that it currently holds. The warrants
held  by  C.C.R.I.  can  be  exercised  at  either  $5.00 or $7.50 and expire in
September  2008.  Additionally,  24  of our selling shareholders hold a total of
770,317  warrants.  Each  warrant allows the holder to purchase one share of our
common  stock  at  an  exercise price of $5.00. The warrants expire in May 2009.
However,  we  do  not  believe  C.C.R.I.  or the other selling shareholders 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. All costs
associated  with  this  registration  will  be  borne  by  us.

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 July
25,  2004, the last reported sale price of our common stock was $3.00 per share.

                 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 8.

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.

             The  date  of  this  prospectus  is  August  17, 2004.

                                         3

                                TABLE  OF  CONTENTS

PROSPECTUS  SUMMARY                                                         3
RISK  FACTORS                                                               8
USE  OF  PROCEEDS                                                          11
DETERMINATION  OF  OFFERING  PRICE                                         11
SELLING  SECURITY  HOLDERS                                                 12
PLAN  OF  DISTRIBUTION                                                     13
LEGAL  PROCEEDINGS                                                         14
DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS         15
SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT      16
DESCRIPTION  OF  SECURITIES                                                17
LEGAL MATTERS                                                              18
INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL                                 18
DISCLOSURE  OF  COMMISSION  POSITION  OF  INDEMNIFICATION  FOR  SECURITIES
ACT  LIABILITIES                                                           18
CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS             19
DESCRIPTION  OF  BUSINESS                                                  19
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION           24
DESCRIPTION  OF  PROPERTY                                                  29
CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS                         30
MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS            35
EXECUTIVE  COMPENSATION                                                    35
FINANCIAL STATEMENTS                                                    F1-F25
CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING
AND FINANCIAL DISCLOSURE                                                   64




                               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. 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 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  multi-faceted  approach 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  data,  voice and video
communications  solutions.  Second, is to leverage that expertise in our pursuit
of the infrastructure build-out of Wi-Fi, Wireless Local Area Networks and Voice
over  Internet  Protocol,  or  VoIP,  applications.

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.  We  conduct  operations  through  our  subsidiaries.

On  March  1,  2004,  we  acquired  Del  Mar  Systems  International,  Inc.,  a
telecommunications  solutions  provider.  We  now  have  the  ability to provide
integrated  telecom  solutions  to  customers  ranging in size from 10 to 30,000
users.  Del  Mar  provides Avaya Enterprise Class IP Solutions to customers as a
way  to  capitalize  on  the benefits of IP (Internet Protocol) Telephony. Avaya
offers  a  complete  communications  architecture  that  provides  software,
infrastructure  and services to help enterprises stay efficient. Del Mar Systems
offers  both  onsite  and  remote administration of systems equipped with remote
access dial up lines. Del Mar has delivered communication solutions to many well
known  companies  including  General Electric, Western Digital, Bank of America,
Marriott,  Holiday  Inn,  Sheraton  and  Hilton  Hotels  throughout  the  U.S.

                                         4


HOW  TO  CONTACT  US

Our  executive  offices  are located at 18 Technology Drive, Suite 140A, Irvine,
California,  92618.  Our  phone number is (949) 753-7551. Our website address is
www.networkinstallationcorp.net.  Information  contained on our website does not
constitute part of this report and our address should not be used as a hyperlink
to  our  website.

SALES  BY  OUR  SELLING  STOCKHOLDERS

This  prospectus  relates  to the resale of up to 2,290,318 shares of our common
stock  by  current  stockholders  and by C.C.R.I., who may acquire shares of our
common  stock  by  exercising  warrants.

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



                                          
Stockholder                                   Number  of  Shares
--------------------------------------------------------------------
Jared Shaw and Candice Shaw                       33,334 shares
Northbar Capital                                  16,666 shares
Camille Henry                                     16,666 shares
Luca Minna                                        16,666 shares
Professional Traders Fund                        133,334 shares
David Fisher                                      33,334 shares
William Ballay                                    16,666 shares
Wexford Clearing c/f Chuck Mangione IRA           33,334 shares
Gryphon Master Fund, LP                          166,666 shares
Henry Robertelli                                  10,000 shares
Generic Trading Of Philadelphia, LLC              33,334 shares
Rock II, LLC                                      80,000 shares
Spectra Capital Management, LLC                  133,334 shares
Otape Investments, LLC                            66,666 shares
SRG Capital, LLC                                 133,334 shares
Mark M. Mathes and Teri Mathes                   100,000 shares
Robert Gayner                                    133,334 shares
CAMMAD                                            66,666 shares
John Wykoff                                      133,334 shares
David Wykoff                                     133,334 shares
Dutchess  Advisors,  LLC                         200,000 shares
Dutchess  Private  Equities  Fund,  LP           200,000 shares
Michael  Cummings                                100,000 shares
Marketbyte,  LLC (1)                             125,000 shares
C.C.R.I  Corp.                                   100,000 shares
Eclips Ventures International                     50,000 shares
Michael Hamblett                                     600 shares
Anthony Spatacco                                     300 shares
Starboard Capital Markets, LLC                       300 shares
Corpfin                                           24,116 shares

Total  common  stock  being  registered        2,290,318  shares


(1)  We have a consulting contract with Marketbyte in which Marketbyte agreed to
prepare a detailed profile report and/or Trading Alert on our company during the
month  of  July or August 2003.  Additionally, Marketbyte agreed  to  expose all
future  editions  of its profile report to all of the members of its proprietary
OTC  Journal  database.  Marketbyte  will  also  release  to  its  subscribers
on  certain  of  its  newsletters  all  substantive  information  that  we  have
released to the general  public including our press releases and annual reports.
Marketbyte  reserves  the  right  to share any views or opinions of its choosing
with  its  proprietary database regarding the performance of our stock.  We have
no editorial  control  over  the  content  published  on our company within  the
context  of  the  OTC  Journal  and  both  parties recognized that any  opinions
expressed  in  the  OTC  Journal  are  solely  those  of  the  editors.  The
consulting  contract  is currently ongoing and will continue for  an  indefinite
period  as  mutually  agreed  by  both  parties.

The shares held by Jared Shaw and Candice Shaw, Northbar Capital, Camille Henry,
Luca  Minna,  Professional  Traders  Fund, David Fisher, William Ballay, Wexford
Clearing  c/f  Chuck  Mangione  IRA,  Gryphon Master Fund, LP, Henry Robertelli,
Generic  Trading Of Philadelphia, LLC, Rock II, LLC, Spectra Capital Management,
LLC,  Otape  Investments, LLC, SRG Capital, LLC, Mark M. Mathes and Teri Mathes,
Robert  Gayner,  CAMMAD, John Wykoff, David Wykoff and Dutchess Private Equities
Fund  were issued by us in prior private placements. The shares held by Dutchess
Advisors,  Marketbyte  and  Eclips  Ventures  International  were  issued  by us
pursuant to consulting agreements. C.C.R.I , Michael Hamblett, Anthony Spatacco,
Starboard  Capital Markets, LLC and Corpfin may acquire shares upon the exercise
of  warrants.  The  shares  held  by  Michael  Cummings were issued by us in the
acquisition  of  Network  Installation  Corporation.


THE  OFFERING



                                
Common  stock  offered             2,290,318   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 the exercise of warrants by certain
                                   shareholders and by C.C.R.I. See
                                   "Use of Proceeds."

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


                                         5



OUR  CAPITAL  STRUCTURE  AND  SHARES  ELIGIBLE  FOR  FUTURE  SALE



                                                               
Shares  of common stock outstanding as of July 20, 2004               11,580,745
(1)

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

Shares  of  common  stock  potentially  issuable  to  certain
selling  shareholders  upon  the  exercise  of warrants                  770,317
                                                                   ------------

Total                                                                12,451,062


(1)  Assumes  no  exercise  of:

-  Convertible  debentures  of  $25,000  issued to John Wykoff on April 7, 2003.
The  convertible  debentures have an interest rate of 6% per annum, due on April
7,  2008.  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 fifteen trading days prior to the conversion date or (ii) 100%
of the average of the closing bid prices for the twenty trading days immediately
preceding  the  closing  date  of  the  transaction.

-  Convertible  debentures of $75,000 issued to eFund Capital and $65,000 issued
to  Ashford  Capital  LLC  on April 7, 2003. The holders of these debentures are
entitled  to  convert  the  face amount of the debentures, plus accrued interest
into  common  stock  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 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.

-  Convertible debentures of $40,000 issued to Dutchess Private Equities Fund on
April  10,  2003.  The  convertible  debentures convert into common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days prior to the Conversion Date or (ii) 100% of the average of the closing bid
prices for the twenty trading days immediately preceding the closing date of the
Transaction.

-  Convertible debentures of $15,000 issued to Dutchess Private Equities Fund on
May  5, 2003. The convertible debentures convert into common stock at the lesser
of (i) 75% of the lowest closing bid price during the fifteen trading days prior
to the conversion date or (ii) 100% of the average of the closing bid prices for
the  twenty  trading  days  immediately  preceding  the  closing  date  of  the
transaction.

-  Convertible debentures of $25,000 issued to Dutchess Private Equities Fund on
May 26, 2003. The convertible debentures convert into common stock at the lesser
of (i) 75% of the lowest closing bid price during the fifteen trading days prior
to the conversion date or (ii) 100% of the average of the closing bid prices for
the  twenty  trading  days  immediately  preceding  the  closing  date  of  the
transaction.

                                         6


-  Convertible debentures of $25,000 issued to Dutchess Private Equities Fund on
June  16,  2003.  The  convertible  debentures  convert into common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days prior to the conversion date or (ii) 100% of the average of the closing bid
prices for the twenty trading days immediately preceding the closing date of the
transaction.

-  Convertible debentures of $15,000 issued to Dutchess Private Equities Fund on
July  22,  2003.  The  convertible  debentures  convert into common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days prior to the conversion date or (ii) 100% of the average of the closing bid
prices for the twenty trading days immediately preceding the closing date of the
transaction.

-  Convertible debentures of $95,000 issued to Dutchess Private Equities Fund on
July  28,  2003.  The  convertible  debentures  convert into common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days prior to the conversion date or (ii) 100% of the average of the closing bid
prices for the twenty trading days immediately preceding the closing date of the
transaction.

-  Convertible debentures of $20,000 issued to Dutchess Private Equities Fund on
August  13,  2003. The debentures convert into common stock at the lesser of (i)
75% of the lowest closing bid price during the fifteen trading days prior to the
conversion  date  or  (ii) 100% of the average of the closing bid prices for the
twenty  trading  days immediately preceding the closing date of the transaction.

-  Convertible debentures of $28,000 issued to Dutchess Private Equities Fund on
September  10,  2003.  The debentures convert into common stock at the lesser of
(i) 75% of the lowest closing bid price during the fifteen trading days prior to
the  conversion  date  or (ii) 100% of the average of the closing bid prices for
the  twenty  trading  days  immediately  preceding  the  closing  date  of  the
transaction.

-  Convertible debentures of $75,000 issued to Dutchess Private Equities Fund on
October  5,  2003. The debentures convert into common stock at the lesser of (i)
75% of the lowest closing bid price during the fifteen trading days prior to the
conversion  date  or  (ii) 100% of the average of the closing bid prices for the
twenty  trading  days immediately preceding the closing date of the transaction.

- Convertible debentures of $260,000 issued to Dutchess Private Equities Fund on
February  27, 2004. The holder of the debentures is entitled to convert the face
amount  of the debentures, plus accrued interest into common stock 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  pay 6% cumulative interest, in cash or in shares of common stock, at
Dutchess'  option  at the time of each conversion. The debentures are payable on
February  27,  2009

- Convertible debentures of $155,500 issued to Dutchess Private Equities Fund on
March  1,  2004.  The  holder  of the debentures is entitled to convert the face
amount  of the debentures, plus accrued interest into common stock 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 lowest 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 March 1, 2008.

                                         7


-  Convertible  debentures of $155,000 issued to Dutchess Private Equities Fund,
II,  on was contracted on March 31, 2004 but funded on April 1, 2004. The holder
of  the  debentures  is entitled to convert the face amount of these debentures,
plus  accrued  interest into common stock 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 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  March  31, 2008.

-  Convertible  debentures  of $50,000 issued to Dutchess Private Equities Fund,
II,  on  April  4, 2004. The holder of the debentures is entitled to convert the
face  amount of these debentures, plus accrued interest into common stock 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  pay  8%  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  4,  2009. As of July 20, 2004, the convertible debenture has
been  repaid  in  the  amount  of  $40,000.

                                  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

THE  INDEPENDENT  ACCOUNTANTS  OPINION  ON THE FINANCIAL STATEMENTS FOR THE YEAR
ENDED  DECEMBER  31,  2003  INCLUDES  AN  EXPLANATORY PARAGRAPH ON THE COMPANY'S
ABILITIES  TO  CONTINUE  AS  A  GOING CONCERN AND IF WE CANNOT OBTAIN ADDITIONAL
FINANCING,  WE MAY HAVE TO CURTAIL OPERATIONS AND MAY ULTIMATELY CEASE TO EXIST.

Our  audited  financial  statements for the fiscal year ended December 31, 2003,
reflect  a  net  loss  of  $3,434,607. These conditions raised substantial doubt
about  our  ability  to  continue  as a going concern. The independent auditor's
report for the year ended December 31, 2003 includes an explanatory paragraph to
their  audit  opinion  stating  that  our  recurring  losses from operations and
accumulated  deficit  raise  substantial  doubt  about  the company's ability to
continue  as  a going concern. The company's continued operations are contingent
on  its  ability to raise additional capital and obtain financing and success in
its  future  operations.  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. To meet our future
obligations,  from  time  to  time, we intend to issue shares of common stock or
issue  convertible  debenture  in  private  placements.

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

As  of  March 31, 2004, we had $1,959,024 in current 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 our 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.

                                         8


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  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
CANNOT  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.

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 and Robert
Barnett  as  our  only  operating  officers  and  on  the  directors  of Network
Installation  Corporation, our only business asset that is producing significant
revenues. While we have employment agreements with Mr. Cummings and Mr. Barnett,
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.

                                         9


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.

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.

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  July  20,  2004,  officers and directors controlled 73.14% 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.

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:

                                         10



-    Deliver  a  standardized  risk  disclosure  document prepared by the SEC; -
     Provide  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  executed acknowledgement of the
     same;  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.

                            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

1,420,001 shares of common stock covered by this prospectus are to be sold by 29
selling  shareholders  who  will receive all of the proceeds from such sales. We
will not receive any proceeds from the sale of the 1,420,001 shares. However, we
may  receive  proceeds  from  the  sale  of 100,000 common shares to C.C.R.I. if
C.C.R.I.  exercises  warrants  that  it  currently  holds.  The warrants held by
C.C.R.I. can be exercised at either $5.00 or $7.50 and expire in September 2008.
Additionally,  24  of our selling shareholders hold a total of 770,317 warrants.
Each  warrant  allows the holder to purchase one share of our common stock at an
exercise  price  of  $5.00.  The warrants expire in May 2009. However, we do not
believe C.C.R.I. or the other selling shareholders 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. On July 23, 2004, the last trading price
of  our  common  stock  was  $3.00.

                         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.

                                         11


                            SELLING SECURITY HOLDERS

Based  upon information available to us as of July 20, 2004, 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.

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.



                                                                                      
                           Ownership Before Offering  Shares Being Offered  Ownership             Percentage Ownership
                                                                            After Offering(1)     After Offering (1)(2)
                           -------------------------  --------------------  --------------------- ---------------------
Jared Shaw and Candice Shaw             0                 33,334                0                       *
Northbar Capital (3)                    0                 16,666                0                       *
Camille Henry                           0                 16,666                0                       *
Luca Minna                              0                 16,666                0                       *
Professional Traders Fund (4)           0                133,334                0                       *
David Fisher                            0                 33,334                0                       *
William Ballay                          0                 16,666                0                       *
Wexford Clearing c/f
  Chuck Mangione IRA                    0                 33,334                0                       *
Gryphon Master Fund, LP                 0                166,666                0                       *
Henry Robertelli                        0                 10,000                0                       *
Generic Trading Of
  Philadelphia, LLC                     0                 33,334                0                       *
Rock II, LLC                            0                 80,000                0                       *
Spectra Capital Management, LLC         0                133,334                0                       *
Otape Investments, LLC                  0                 66,666                0                       *
SRG Capital, LLC                        0                133,334                0                       *
Mark M. Mathes and Teri Mathes          0                100,000                0                       *
Robert Gayner                           0                133,334                0                       *
CAMMAD (5)                              0                 66,666                0                       *
John Wykoff                         8,000                133,334            8,000                       *
David Wykoff                            0                133,334                0                       *
Dutchess  Advisors,  LLC (6)      700,000                200,000          500,000                     4.3%
Dutchess  Private  Equities
   Fund,  LP (6)                2,350,000                200,000        2,150,000                    18.6%
Michael  Cummings, CEO          5,380,000                100,000        5,280,000                    45.6%
Marketbyte,  LLC (7)              250,000                125,000          125,000                     1.0%
C.C.R.I  Corp. (8)                      0                100,000                0                       *
Eclips Ventures International      50,000                 50,000                0                       *
Michael Hamblett                        0                    600                0                       *
Anthony Spatacco                        0                    300                0                       *
Starboard Capital Markets, LLC          0                    300                0                       *
Corpfin                                 0                 24,116                0                       *

(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  11,580,745  shares  outstanding  as  of  July 20, 2004.
(3)  The principles of Northbar Capital are Stephen Schwartz and Jared Shaw.
(4)  The principle of Professional Traders Fund is Howard Berger.
(5)  The principle of CAMMAD is Geoffrey MacDonald.
(6)  Two  of  our  directors,  Michael  Novielli, who is also our Interim Chief Financial Officer,  and  Douglas Leighton, are
     the Managing  Members  of  Dutchess  Capital  Management, LLC  which is the General Partner  of Dutchess Private Equities
     Fund, LP. Our director, Theodore Smith, is the Executive  Vice  President  of  Dutchess  Advisors,  LLC.
(7) The  Managing Member  of  Marketbyte,  LLC  is  Larry  Isen. We have entered into a
consulting agreement with them.
(8)  The  President  of  C.C.R.I.  Corp. is  Malcolm  McGuire.


                                         12


                              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 be deemed underwriters. 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.

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 affect 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.

                                         13


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. We
expect  to  incur approximately $25,000 in expenses related to this registration
statement.  Our  expenses  consist  mainly  of  accounting  and  legal  fees.

                                LEGAL PROCEEDINGS

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 and our former
management  in  favor  of  Insulectro  Corp., a vendor of our former subsidiary,
North  Texas  Circuit Board. We believe that we were never issued proper service
of  process  for  the  complaint. In addition, on August 20, 2002, we sold North
Texas  Circuit  Board  to  BC  Electronics  Inc.  Pursuant to terms of the share
purchase  agreement,  BC  Electronics  assumes  all  liabilities  of North Texas
Circuit  Board.  In  December 2003, we filed a motion to vacate the judgment for
lack of personal service. In February 2004, the Court ruled in our favor and the
judgment  was  vacated.  Although we were the guarantor on the loan, North Texas
Circuit Board is the principal debtor and (i) we will bring action against North
Texas  Circuit  Board to seek relief or (ii) because partial payment was made by
North  Texas  Circuit  Board, it could affect the legal status of the guarantee,
which  we  believe  may absolve us of liability. In February 2004, the plaintiff
re-filed  the  complaint. Although we will continue to oppose the action we have
begun  settlement  discussions  with  the  plaintiff.

On  April  29,  2003,  Arman  Moheban  brought  a suit against us and our former
management  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 reached a
settlement  with  the  plaintiff  for  $22,400  to be paid in four equal monthly
installments  of  $5,600 beginning July 1, 2004. As of July 20, we have made one
payment  of  $5,600.

In  the  year  ended  December  31,  2002, a suit was brought against us and our
former  management  in  the Superior Court of the State of California, County of
San  Francisco,  by  Arman  Moheban alleging that we made false written and oral
representations to induce the plaintiff to invest in us 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, 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. As an amendment
to the settlement agreement, we agreed to pay an additional $5,000. We have made
all  payments and fulfilled our obligation pursuant to the settlement agreement.
We  had  accrued  $300,000  in  the  financials  statements at December 31, 2003
against  any  possible  outcome.

We  may  be  involved in litigation, negotiation and settlement matters that may
occur  in  our day-to-day operations. Management does not believe implication of
this  litigation will have any other material impact on our financial statements
or  business.

                                         14


     DIRECTORS, EXECUTIVE OFFICERS, SIGNIFICANT EMPLOYEES 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, Interim Chief Financial
                                Officer

Douglas  H.  Leighton   35      Director

Theodore J. Smith       27      Director

Robert Barnett          44      Vice President of Sales and Marketing



BIOGRAPHIES  OF  OFFICERS,  DIRECTORS  AND  SIGNIFICANT  EMPLOYEES

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 and our Interim
Chief Financial Officer 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.
He  is  also  a  member  on  the  Board  of Directors of NeWave, Inc. and Xtreme
Companies,  Inc.

                                         15


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  holds  a  BS/BA  in  Economics  &  Finance from the University of
Hartford.  He  is  also  a  member on the Board of Directors of NeWave, Inc. and
Xtreme  Companies,  Inc.

THEODORE  J. 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. He is also a member on the Board of Directors of
NeWave,  Inc.  and  Xtreme  Companies,  Inc.

ROBERT  BARNETT  has  served  as our Vice President of Sales and Marketing since
January  2004.  Prior to joining us and since February 2002, Mr. Barnett was the
Vice  President of Sales for Addonics Technologies, Inc. From April 2001 through
February  2002,  Mr.  Barnett  was the Vice President of Sales and Marketing for
FollowMedia  Wireless,  Inc.  From July 1993 through March 2001, Mr. Barnett was
the  Vice President of Sales and Marketing for MicroLink, Inc. Mr. Barnett has a
BS  in  Marketing  &  Management  from  Boise  State  University.

BOARD  OF  DIRECTORS

We  currently  have  four  members of our Board of Directors, who are elected to
annual  terms  and  until  their successors are elected and qualified. Executive
officers  are  appointed  by the Board of Directors on an annual basis and serve
until their successors have been duly elected and qualified. There are no family
relationships  among  any  of  our  directors,  officers  or  key  employees.

AUDIT  COMMITTEE

We  do not have a separate Audit Committee. Our full Board of Directors performs
the  functions  usually  designated  to  an  Audit  Committee. Mr. Novielli, the
Chairman  of  the  Board  of  Directors  and  Interim  Chief  Financial Officer,
qualifies  as  an  "audit  committee  financial  expert"  under the rules of the
Securities  and  Exchange  Commission.

         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 July 20, 2004 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 2003 fiscal year and (iv) all of our
directors  and  current  executive  officers  as  a  group.

Unless  otherwise  indicated  below,  to our knowledge, all persons listed below
have  sole  voting  and  investment power with respect to their shares of common
stock  except to the extent that authority is shared by spouses under applicable
law.

                                         16




                                                                                                 
NAME AND ADDRESS                                                                     COMMON SHARES       PERCENTAGE
OF BENEFICIAL OWNER (1)                                                           BENEFICIALLY OWNED   OWNED OF CLASS(2)

Michael A. Novielli . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,050,000(3)    26.33%
Douglas Leighton. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3,050,000(3)    26.33%
Michael Cummings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5,380,000       46.46%
Theodore Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                0           0%
Dutchess Private Equities Fund, LP 312 Stuart Street, 3rd Floor, Boston, MA 02116.        2,350,000 (3)   20.29%
Dutchess Advisors, LLC, 312 Stuart Street, 3rd Floor, Boston, MA 02116 . . . . .            700,000 (3)    6.04%
All directors and current executive officers as a group (4 Persons) . . . . . . .         8,470,000       73.14%


(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 July 20, 2004
was  11,580,745  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  July  20,  2004, plus shares of common stock subject to options
held  by such person on July 20, 2004 and exercisable within 60 days thereafter.

(3)  Two  of  our  directors,  Michael  Novielli,  who is also our Interim Chief
Financial Officer and Douglas Leighton, are the principals of Dutchess Advisors,
LLC.  Messrs.  Novielli and Leighton are also the principals of Dutchess Capital
Management, LLC, which is the general partner to Dutchess Private Equities Fund,
LP.  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  2,350,000  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.



                            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.

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, and 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.

                                         17


                                  LEGAL MATTERS

The  validity  of  the  issuance  of  the  securities  registered  under  this
Registration  Statement  has  been passed upon by Amy Trombly, Esq.  Ms. Trombly
does  not  own  any  of  the  Company's  securities.


                      INTEREST OF NAMED EXPERTS AND COUNSEL

No  expert  or  counsel  within  the  meaning  of  those terms under Item 509 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.

     DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
                                   LIABILITIES

Article  VI 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.

Under  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.

                                         18


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.

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.

           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, including statements regarding our expansion plans.
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.  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  Flexxtech  Corporation, IncOn July 10, 2003 we changed our name
from  Flexxtech  Corporation  to Network Installation Corp. On the same date, we
changed  the  name  of  our  wholly-owned  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 North Texas Circuit
Board,  through  the  acquisition  of  67%  of  the  common  stock  of Primavera
Corporation,  the  parent  company of North Texas Circuit Board, in exchange for
195,000  shares  of our common stock, valued at $325,000, plus a contribution of
$1,250,000  in  cash to North Texas Circuit Board as additional working capital.
North  Texas  Circuit Board 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  North  Texas  Circuit  Board  from  67%  to  80%.

                                         19


In  late  2000,  we  determined  that  our capital and management resources were
spread  too  thin  to properly address the 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 North Texas Circuit Board 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 North Texas Circuit Board 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 North Texas
Circuit  Board, 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.,  d/b/a  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 was void ab
initio,  that  is,  void at its inception, with the effect that Paradigm remains
the  owner  of  all  of  its  assets  and the shares of our preferred stock were
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  were  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 eFund 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.

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. At the time of the transaction, the principal
shareholder  of  Western  Cottonwood Corporation and Atlantis Partners, Inc. was
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. To our knowledge, Mr. Freeland is no longer
an  affiliate.  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;  (ii)  Mr.  Mardock  resigned  as President and Director; and (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. The transaction closed in May, 2003. The total
consideration  and method of payment was $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  exceeded  $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 29, 2003, which was $2.95. Since our total
revenues  exceeded  $450,000 for the period beginning on June 1, 2003 and ending
August  31,  2003,  Mr.  Cummings  could exercise the option to purchase 618,000
shares  of  our common stock, however he has forfeited the right to that option.
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.

                                         20


On  March  1,  2004,  we  acquired  Del  Mar  Systems  International,  Inc.,  a
telecommunications  solutions  provider,  as our wholly owned subsidiary. We now
have the ability to provide integrated telecom solutions to customers ranging in
size  from  10  to  30,000  users.  Del  Mar  provides Avaya Enterprise Class IP
Solutions  to  customers  as a way to capitalize on the benefits of IP (Internet
Protocol)  Telephony.  Avaya  offers a complete communications architecture that
provides  software,  infrastructure  and  services  to  help  enterprises  stay
efficient.  Del  Mar  Systems  offers  both  onsite and remote administration of
systems  equipped  with  remote  access  dial  up  lines.

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. 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 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  multi-faceted  approach 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  data,  voice and video
communications  solutions.  Second, is to leverage that expertise in our pursuit
of the infrastructure build-out of Wi-Fi, Wireless Local Area Networks and Voice
over  Internet  Protocol,  or  VoIP,  applications.

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.  We  conduct  operations  through  our  subsidiaries.

On  March  1,  2004,  we  acquired  Del  Mar  Systems  International,  Inc.,  a
telecommunications  solutions  provider.  We  now  have  the  ability to provide
integrated  telecom  solutions  to  customers  ranging in size from 10 to 30,000
users.  Del  Mar  provides Avaya Enterprise Class IP Solutions to customers as a
way  to capitalize on the benefits of IP, or Internet Protocol, Telephony. Avaya
offers  a  complete  communications  architecture  that  provides  software,
infrastructure  and services to help enterprises stay efficient. Del Mar Systems
offers  both  onsite  and  remote administration of systems equipped with remote
access dial up lines. Del Mar has delivered communication solutions to many well
known  companies  including  General Electric, Western Digital, Bank of America,
Marriott,  Holiday  Inn,  Sheraton  and  Hilton  Hotels  throughout  the  U.S.

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.

                                         21


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 stations.
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. 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. Hot Spot
Operators  include  Wayport,  Surf  and  Sip, StayOnline, Pronto, NetNearU, Deep
Blue,  Fatport,  Air  Portal, Ikano, Picopoint, The Cloud 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  our currently installed base of universities, K-12,
municipalities  and  Fortune  1000  companies.

In  addition,  we  have  increased  our  ability  to take advantage of the rapid
acceptance and deployment of internet-based telephone communications as a result
of  our  acquisition  of  Del  Mar  Systems  International, Inc. Del Mar Systems
provides  Voice  over  Internet  Protocol,  or  VoIP, which offers customers the
ability  to effect local and long distance phone calls via the internet for flat
monthly rates, in most cases at a considerable cost savings from traditional per
minute  charges  from  the  major  telecommunications providers. We now have the
ability  to  provide  VoIP installation and deployment services to our customers
through  Del  Mar  Systems.

                                         22


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.

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.

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, Motorola Inc. and Aruba Wireless Networks 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.
Aruba's  family  of  Wi-Fi  switches  deliver  centralized wireless security and
management  of  all  types  of  enterprise  environments.

                                         23


We  also  have  reseller agreements for dial tone and high speed internet access
with  XO  Communications,  Qwest,  Inc.,  Mpower,  Inc.  and Paetec. We act as a
non-exclusive  agent  for  these  companies.

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, SAIC. Travelers
Insurance and Greenpoint Financial No other customer represents more than 10% of
our  annual  revenue.

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  July 15, 2004, we employed 28 full time employees, Three are executives,
ten are in sales and marketing, thirteen are project managers or technicians and
one is in administration. We believe our relations with all of our employees are
good.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read this section together with our consolidated financial statements
and  related  notes  thereto  included  in  this  report.

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.

                                         24


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.  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  and  equipment,  advertising and
issuance  of  shares  for  service.

Our  revenue  recognition  policies  are  in  compliance  with  all  applicable
accounting  regulations,  including  American  Institute  of  Certified  Public
Accountants  Statement  of  Position  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 we are 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 104. 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.

                                         25


GOING  CONCERN  OPINION

Our  audited  financial  statements for the fiscal year ended December 31, 2003,
reflect a net loss of ($3,434,607). 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. To meet our future obligations, we intend,
from  time  to  time,  to  issue  shares  of  common  stock or issue convertible
debenture in private placements. While we believe that we will be able to access
funds in the manner we have been able to in the past, it is possible we will not
be  able  to  raise  funds  on  acceptable  terms  or  at  all.

TWELVE  MONTH  PERIOD ENDED DECEMBER 31, 2003 AS COMPARED TO TWELVE MONTH PERIOD
ENDED  DECEMBER  31,  2002  (RESTATED  FOR  DISPOSAL  OF  SUBSIDIARIES)

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

Net  revenues  for  the year ended December 31, 2003 were $1,233,908 compared to
$804,080  for  the  year  ended December 31, 2002 due to increased marketing and
contracts  received.  We  also  experienced  an  increase  in  higher  education
contracts  during the period ended December 31, 2003 vs. same period in 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 of in 2002 have
been  separately  classified  in  the  Statements  of  Operations.

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

Cost  of revenues for the year ended December 31, 2003 were $965,569 compared to
$568,444 for the year ended December 31, 2002. Our Cost of Revenue increased for
the  12 months ended December 31, 2003 when compared to the same period in 2002,
due  to  a  decrease  in Revenues for the three month period ended September 30,
2003.

OPERATING  EXPENSES
-------------------

Operating Expenses for the year ended December 31, 2003 were $2,306,774 compared
to  $340,267  for the year ended December 31, 2002 due to the issuance of shares
of  common  stock  recorded  as  $889,550  for  consulting  fees  in  2003.

OTHER  INCOME  (EXPENSE)
------------------------

Other  Income  (Expense)  for  the year ended December 31, 2003 was ($1,394,607)
compared to ($4,375) for the year ended December 31, 2002. The increase on Other
Expenses  is primarily due to increased interest expenses from the conversion of
debentures and $1,199,700 for the issuance of common stock for an investment; in
conjunction  with  convertible  debentures  which  were  recorded  as  Loss  on
Conversion  and  Interest  Expense  respectively.


                                         26

NET  LOSS
---------

Net  Loss  for  the  year  ended  December 31, 2003 was ($3,434,607) compared to
($109,806)  for  the  year ended December 31, 2002 due to increased Interest and
General,  Administrative  and  Selling  Expenses.

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

Our  basic  and  diluted  loss  for the year ended December 31, 2003 was ($0.34)
compared  to  ($0.01) for the year ended December 31, 2002 due to an increase of
our  Net  Loss.

THREE  MONTH PERIOD ENDED MARCH 31, 2004 AS COMPARED TO THREE MONTH PERIOD ENDED
MARCH  31,  2003

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

We  generated consolidated revenues of $510,522 for the three month period ended
March  31,  2004, as compared to $442,463 for the three month period ended March
31,  2003.  The  increase in revenues for this quarter when compared to the same
quarter  last year is due to the increase in marketing expenditures, increase in
our  sales  force and the acquisition of Del Mar Systems, which contributed only
nominally  to  our  revenue  for  the  quarter.

COST  OF  REVENUE
-----------------

We  incurred  Cost of Revenue of $320,220 for the three month period ended March
31,  2004,  as  compared  to $186,359 for the three month period ended March 31,
2003.  Our  Cost  of  Revenue increase is due to an increase in the expansion of
locations  from the prior quarter which were expensed in the period ending March
31,  2004.

Gross  Profit
-------------

We had gross profit of $190,302 for the three month period ended March 31, 2004,
as  compared  to  $256,104  for the three month period ended March 31, 2003. The
decrease in gross profit for this quarter when compared to the same quarter last
year is due to an increase in our Cost Of Revenue and the acquisition of Network
Installation  Corp.

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

We incurred costs of $584,367 for the three month period ended March 31, 2004 as
compared  to  $192,001  for  the  three  month  period  ended  March  31,  2003,
respectively. General, Administrative and Selling Expenses in the current period
increased  is  due  to  the  increase  in  professional  and consulting fees and
headcount including branch sales managers, VP Marketing & Sales and direct sales
force.

NET  LOSS  BEFORE  INCOME  TAXES
--------------------------------

We  had a loss before taxes of ($546,122) for the three month period ended March
31,  2004  as  compared to net income of 62,352 for the three month period ended
March  31,  2003.  The  increase is due to an increase in our expenses including
marketing  expenses,  travel  and  headcount including branch sales managers, VP
Marketing  &  Sales  and  direct  sales  force.

                                         27


NET  INCOME  (LOSS)
-------------------

We  had  a loss of ($546,122) for the three month period ended March 31, 2004 as
compared  to  income  before  income taxes of $62,352 for the three month period
ended  March  31,  2003. The increase in net income (loss) is due to the factors
described  above.

BASIC  AND  DILUTED  INCOME  (LOSS)  PER  SHARE

Our  basic  and diluted income (loss) per share for the three month period ended
March  31, 2004 was ($0.04) as compared $.01 for the three month ended March 31,
2003.

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

As  of  March 31, 2004, our Current Assets were $283,894 and Current Liabilities
were $1,959,024. Cash and cash equivalents were $0. Our Stockholder's Deficit at
March  31,  2004  was  ($1,613,982).

We  had  a  net  usage  of  cash due to operating activities for the three month
period ended March 31, 2004 of $(324,910). We had net cash provided by financing
activities of $324,243 for the three month period ended March 31, 2004 which was
mainly  due  from  borrowings  of  $426,989  in the period ended March 31, 2004.

FINANCING  ACTIVITIES
---------------------

As  of  July  22,  2004,  we  had  issued  convertible debentures of $918,500 to
Dutchess  Private  Equities  Fund  and  Dutchess  Private  Equities  Fund,  II,
collectively.  The  holders  of  the debentures are entitled to convert the face
amount  of  these  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 various convertible debentures
shall  pay  a coupon ranging from 6% to 8% cumulative interest. We make interest
payments  beginning on April 25, 2004, in an amount equal to $3,500.00, in cash,
to  the holder for the debentures on March 31, 2004, April 4, 2004 and April 14,
2004.  Each  subsequent  payment  thereafter shall be tendered every thirty days
from  said  date  in  the  same  amount,  in  cash,  to  the holder. We may make
prepayments  at  any  time.  The  debentures  are payable on March 31, 2009. The
convertible  debentures  are  convertible  into  shares  of  our  common  stock.

On May 31, 2004, we closed a private placement offering of 745,001 shares of our
common  stock  priced  at  $3.00 per share, totaling $2,345,000 and a warrant to
purchase  a  common  share  of  common  stock  for  $5.00  per  share.


                                         28

CAPITAL  COMMITMENTS

On  March 1, 2004, we entered into a Promissory Note Agreement for $500,000 with
Stephen  Pearson, for the acquisition of Del Mar Systems, Inc. The note bears 5%
interest per annum and we make payments of $41,667 per month toward the balance,
maturing  in April 2005. The balance outstanding at March 31, 2004 was $459,280.

As  of  July 22, 2004, a portion of the convertible debentures totaling $250,500
issued  to  Dutchess  Fund  and Dutchess Private Equities Fund, II, collectively
require  us  to make interested payments. We make interest payments beginning on
April  25, 2004, in an amount equal to $3,500.00, in cash, to the holder for the
debentures  on March 31, 2004, April 4, 2004 and April 14, 2004. Each subsequent
payment  thereafter  shall  be  tendered every thirty days from said date in the
same  amount,  in  cash, to the holder. We may make prepayments at any time. The
debentures  are  payable  on  March  31,  2009.

On  February 23, 2004, we issued a note in the amount of $46,489. The note bears
no  interest  rate  and  is  payable  on  July  30,  2004.

We  have  an unsecured, non-interest bearing note for $25,000 due November 2005.

We  have  a  $45,500  loan  payable  due  in  March  31,  2005.

We settled litigation with Arman Moheban that requires us to pay $22,400 in four
equal  monthly  installments of $5,600 beginning July 1, 2004. As of July 20, we
have  made  one  payment  of  $5,600.

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

As of March 31, 2004, we had two wholly-owned subsidiaries, Network Installation
Corp.  and  Del  Mar  Systems  International,  Inc.

                             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.

On June 1, 2004, we entered into a lease agreement for an office located at 7702
E.  Doubletree Ranch Road Suite 500, Scottsdale, AZ, for approximately 1 year at
a  fee  of  $750  per  month.

On May 20, 2004, we entered into a lease agreement for an office located at 2377
Gold Meadow Way, Gold River, CA, for approximately 3 months at a fee of $596 per
month.

On  January  6, 2004, we entered into a lease agreement for an office located at
3960  Howard Hughes Parkway 5th Floor, Las Vegas, NV, for approximately 2 months
at  a  fee  of  $668  per  month.

On  March  1,  2004,  we entered into a lease agreement for an office located at
11601  Wilshire Blvd., Suite 500, Los Angeles, CA, for approximately 6 months at
a  fee  of  $790  per  month.

On  June 1, 2004, we entered into a lease agreement for an office located at 601
Union  Street,  Two  Union  Square, 42nd Floor, Seattle, WA, for approximately 6
months  at  a  fee  of  $260  per  month.

                                         29


                 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  8,  2003,  we entered into an agreement to rescind the acquisition of
W3M, Inc., d/b/a 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



                                         30


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  1, 2003 we entered into a Consulting Agreement with Dutchess Advisors
LLC,  where  Dutchess  Advisors  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.

We  agreed  to  pay  Dutchess  Advisors 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. In
June  2003,  we  amended the Agreement to pay Dutchess Advisors $5,000 per month
beginning  June  2003.  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  10,  2003,  we  issued  convertible debentures of $40,000 to Dutchess
Private Equities Fund. The debentures convert into common stock at the lesser of
(i) 75% of the lowest closing bid price during the fifteen trading days prior to
the  Conversion  Date  or (ii) 100% of the average of the closing bid prices for
the  twenty  trading  days  immediately  preceding  the  Closing  Date  of  the
transaction.  This  transaction is no less favorable than if we had entered into
it  on  an  arms  length  basis  with  an  unrelated  third  party.

                                         31


On  May 5, 2003, we issued convertible debentures of $15,000 to Dutchess Private
Equities Fund, LP. The debentures convert into common stock at the lesser of (i)
75% of the lowest closing bid price during the fifteen trading days prior to the
Conversion  Date  or  (ii) 100% of the average of the closing bid prices for the
twenty  trading  days immediately preceding the closing date of the transaction.
This  transaction is 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. Network's total revenues
exceeded  $450,000  for  the period beginning 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.

On May 26, 2003, we issued convertible debentures of $25,000 to Dutchess Private
Equities Fund. The debentures convert into common stock at the lesser of (i) 75%
of  the  lowest  closing  bid price during the fifteen trading days prior to the
Conversion  Date  or  (ii) 100% of the average of the closing bid prices for the
twenty  trading  days immediately preceding the closing date of the transaction.
This  transaction is no less favorable than if we had entered into it on an arms
length  basis  with  an  unrelated  third  party.

On  June  16,  2003,  we  issued  convertible  debentures of $25,000 to Dutchess
Private Equities Fund. The debentures convert into common stock at the lesser of
(i) 75% of the lowest closing bid price during the fifteen trading days prior to
the  Conversion  Date  or (ii) 100% of the average of the closing bid prices for
the  twenty  trading  days  immediately  preceding  the  Closing  Date  of  the
Transaction.  This  transaction is no less favorable than if we had entered into
it  on  an  arms  length  basis  with  an  unrelated  third  party.

On  July  22,  2003,  we  issued  convertible  debentures of $15,000 to Dutchess
Private Equities Fund. The debentures convert into common stock at the lesser of
(i) 75% of the lowest closing bid price during the fifteen trading days prior to
the  Conversion  Date  or (ii) 100% of the average of the closing bid prices for
the  twenty  trading  days  immediately  preceding  the  closing  date  of  the
transaction.  This  transaction is no less favorable than if we had entered into
it  on  an  arms  length  basis  with  an  unrelated  third  party.

On  July  28,  2003,  we  issued  convertible  debentures of $95,000 to Dutchess
Private Equities Fund. The debentures convert into common stock at the lesser of
(i) 75% of the lowest closing bid price during the fifteen trading days prior to
the  Conversion  Date  or (ii) 100% of the average of the closing bid prices for
the  twenty  trading  days  immediately  preceding  the  closing  date  of  the
transaction.  This  transaction is no less favorable than if we had entered into
it  on  an  arms  length  basis  with  an  unrelated  third  party.

On  August  13,  2003,  we  issued convertible debentures of $20,000 to Dutchess
Private Equities Fund. The debentures convert into common stock at the lesser of
(i) 75% of the lowest closing bid price during the fifteen trading days prior to
the  Conversion  Date  or (ii) 100% of the average of the closing bid prices for
the  twenty  trading  days  immediately  preceding  the  closing  date  of  the
transaction.  This  transaction is no less favorable than if we had entered into
it  on  an  arms  length  basis  with  an  unrelated  third  party.

                                         32


On  the  respective  dates  above,  from  April  10,  2003, for each issuance of
convertible debentures mentioned above, we issued 100,000 shares of common stock
for  each  $10,000 invested, for a total of 2,350,000 shares to Dutchess Private
Equities Fund in 2003 as incentive per the debenture 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  September  10, 2003, we issued convertible debentures of $28,000 to Dutchess
Private Equities Fund. The debentures convert into common stock at the lesser of
(i) 75% of the lowest closing bid price during the fifteen trading days prior to
the  Conversion  Date  or (ii) 100% of the average of the closing bid prices for
the  twenty  trading  days  immediately  preceding  the  closing  date  of  the
transaction.  This  transaction is no less favorable than if we had entered into
it  on  an  arms  length  basis  with  an  unrelated  third  party.

On  September  18, 2003, we entered into a Promissory Note with Dutchess Private
Equities  Fund.  The  note  carries  no interest rate and was due on October 17,
2003.  As  of  January  27,  2004,  we  had  paid  the  entire  amount due. 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  5,  2003,  we  issued convertible debentures of $75,000 to Dutchess
Private Equities Fund. The debentures convert into common stock at the lesser of
(i) 75% of the lowest closing bid price during the fifteen trading days prior to
the  Conversion  Date  or (ii) 100% of the average of the closing bid prices for
the  twenty  trading  days  immediately  preceding  the  Closing  Date  of  the
Transaction.  This  transaction is no less favorable than if we had entered into
it  on  an  arms  length  basis  with  an  unrelated  third  party.

On  December  17,  2003, we entered into a Promissory Note with Dutchess Private
Equities  Fund.  The  note  carries  no interest rate and is due on December 17,
2005. This transaction is no less favorable than if we had entered into it on an
arms  length  basis  with  an  unrelated  third  party.

On  January  5, 2004 we issued 11,462 shares of common stock for assumption of a
liability  in  the  amount  of  $32,552  by Dutchess Private Equities Fund. This
transaction  is  no  less  favorable  than  if we had entered into it on an arms
length  basis  with  an  unrelated  third  party.

On  February  27, 2004, we issued convertible debentures of $260,000 to Dutchess
Private  Equities  Fund for forgiveness of Promissory Notes on December 17, 2003
($35,000),  January 9, 2004 ($125,000), February 2, 2004 ($75,000), and February
5,  2004  ($25,000) due and payable on their respective dates. The holder of the
debentures  is  entitled  to  convert  the face amount of these debentures, plus
accrued  interest  into  common  stock  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 February 27, 2009. This
transaction  is  no  less  favorable  than  if we had entered into it on an arms
length  basis  with  an  unrelated  third  party.

On  March  1,  2004,  we  issued  convertible debentures of $155,500 to Dutchess
Private  Equities  Fund. The holder of the debentures is entitled to convert the
face  amount  of this debentures, plus accrued interest into common stock 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  March 1, 2009. This transaction is no less favorable than if we had
entered  into  it  on  an  arms  length  basis  with  an  unrelated third party.

                                         33


On  March  31,  2004,  we  issued convertible debentures of $155,000 to Dutchess
Private  Equities  Fund, II. The holder of the debentures is entitled to convert
the  face  amount of this debentures, plus accrued interest into common stock 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  8%  cumulative  interest.  We make interest
payments  beginning on April 25, 2004, in an amount equal to $2,000.00, in cash,
to the Holder. Each subsequent payment thereafter shall be tendered every thirty
(30) days from said date in the same amount, in cash, to the Holder. We may make
prepayments  at  any  time.  The  debentures  are payable on March 31, 2009. The
debentures  were  funded on April 1, 2004. 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  4,  2004,  we  issued  convertible  debentures of $50,000 to Dutchess
Private  Equities Fund, II . The holder of the debentures is entitled to convert
the  face amount of these debentures, plus accrued interest into common stock 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  pay  8%  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 4, 2009. We make interest payments beginning on May 8, 2004, in
an  amount  equal  to  $500.00,  in cash, to the Holder. Each subsequent payment
thereafter  shall  be tendered every thirty (30) days from said date in the same
amount,  in  cash,  to  the  Holder.  We  may  make prepayments at any time. The
debentures are payable on March 31, 2009. As of July 20, 2004, the Debenture has
been repaid in the amount of $40,000. This transaction is no less favorable than
if we had entered into it on an arms length basis with an unrelated third party.

Convertible  debentures  of $50,000 issued to Dutchess Private Equities Fund, II
on  April 14, 2004. The holder of the debentures is entitled to convert the face
amount  of  these  debentures,  plus  accrued  interest into common stock 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  pay  8%  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 14, 2009. We make interest payments beginning on May 14, 2004,
in  an  amount equal to $100.00, in cash, to the Holder. Each subsequent payment
thereafter  shall  be tendered every thirty (30) days from said date in the same
amount,  in  cash,  to  the  Holder.  We  may  make prepayments at any time. The
debentures are payable on March 31, 2009. As of July 20, 2004, the debenture has
been repaid in full and is no longer an outstanding obligation. This transaction
is no less favorable than if we had entered into it on an arms length basis with
an  unrelated  third  party.

We  have an unsecured, non-interest bearing notes for $87,691 due June 15, 2004,
due  to  Michael Cummings. An additional $46,489 was contracted during the three
month  ended March 31, 2004. This additional advance is non-interest bearing and
due  July 30, 2004. This transaction is no less favorable than if we had entered
into  it  on  an  arms  length  basis  with  an  unrelated  third  party.

During  the  three  months  ended  March  31,  2004,  we repaid a $76,000 due to
Dutchess  Private  Equities  Fund under a factoring agreement for the Promissory
note on September 18, 2003. This transaction is no less favorable than if we had
entered  into  it  on  an  arms  length  basis  with  an  unrelated third party.

                                         34


            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 June 30, 2004, as reported by
the  Bloomberg  Financial  Network,  are  as  follows:



                        
Quarter Ended    High Bid     Low Bid
31-Mar-02 . .    $    0.86    $   0.22
30-Jun-02 . .    $    0.51    $   0.15
30-Sep-02 . .    $    0.20    $   0.02
31-Dec-02 . .    $    0.03    $   0.00
31-Mar-03 . .    $    2.00    $   0.05
30-Jun-03 . .    $    0.35    $   0.15
30-Sep-03 . .    $    5.35    $   0.80
31-Dec-03 . .    $    3.50    $   3.10
31-Mar-04 . .    $    5.30    $   3.50
30-Jun-04 . .    $    5.50    $   2.90



NUMBER  OF  SHAREHOLDERS

As  of  July  20,  2004,  we  had  approximately  1,014  shareholders of record.

DIVIDEND  POLICY

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, 2003, 2002, 2001 and paid or accrued by us to
our  Chief Executive Officer. No executive officers earned more than $100,000 in
the  2002  and  2001  fiscal  years.


                                         35




                                                                                          
                           SUMMARY COMPENSATION TABLE
                               ANNUAL COMPENSATION                                   LONG TERM COMPENSATION
                              --------------------                                   -----------------------
                                                                            AWARDS                      PAYOUTS
                                                                           -----------                 ------------
NAME AND PRINCIPAL        YEAR        SALARY       BONUS    OTHER           RESTRICTED   SECURITIES    LTIP       ALL OTHER
POSITION                              ($)          ($)    ANNUAL            STOCK        UNDERLYING    PAYOUT($)  COMP.($)
                                                          COMPENSATION ($)  AWARDS       OPTIONS/SARS

Greg Mardock,              (1)2001      0             0          0            156,666         0            0           0
  Chief Executive Officer  (2)2002     $12,000        0          0               0            0            0           0
Michael Cummings, Chief     2003      $100,000        0          0               0            0            0        152,700 (3)
Executive Officer

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

(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.

(3)  Mr.  Cummings  received 100,000 shares of common stock valued at $1.527 per
share  as  compensation  for  serving  on  the  Board  of  Directors.

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



EMPLOYMENT  AGREEMENTS

We  executed  an  employment  agreement  with  Mr. Cummings on May 23, 2004. 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  one-year  period  ending  on  May  23,  2005.

We  executed  an  employment agreement with Mr. Robert W. Barnett on January 19,
2004. Mr. Barnett earns an annual salary of $108,000 with commissions/bonuses to
be  determined upon arrival of up to approximately $142,000, and a car allowance
of  $600  per  month. At 1 year of employment, Mr. Barnett shall earn and accrue
severance  payments  based  on  year-to-year  sales  performance relating to the
agreed annual Company revenue plan. These payments shall accrue at the rate of 1
month  per  year of employment, up to a maximum of 6 months severance, and shall
only  be  effective  in  the  event  that we terminate his employment if for any
reason  other  than the reasons relating to the "Termination for Cause" section.

                             DIRECTORS COMPENSATION

During  the  twelve  month  period  ended  December  31, 2003, each Board Member
received  100,000  shares  of  common  stock  for their duties. We do not have a
formal  plan  to  compensate  directors.

                                         36


                             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.


                                         37

                              FINANCIAL STATEMENTS

                         REPORT OF INDEPENDENT AUDITORS

TO  THE  STOCKHOLDERS AND BOARD OF DIRECTORS NETWORK INSTALLATION CORPORATION We
have audited the accompanying consolidated balance sheet of Network Installation
Corp. (formerly, Flexxtech Corporation), a Nevada Corporation and subsidiary, as
of  December  31,  2003  and  the related consolidated statements of operations,
stockholders'  deficit  and  cash  flows for each of the two years in the period
ended  December  31,  2003.  These  consolidated  financial  statements  are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  consolidated  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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Network Installation
Corporation  and  subsidiary  as  of  December  31,  2003 and the results of its
operations  and  its  cash  flows  for each of the two years in the period ended
December  31,  2003, in conformity with accounting principles generally accepted
in  the  United  States  of  America.

The Company's consolidated 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 $5,466,840 including net losses
of  $3,434,607  and  $109,806  for  the  years ended December 31, 2003 and 2002,
respectively.  These  factors as discussed in Note 3 to the financial statements
raise  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
March  12,  2004

                   NETWORK INSTALLATION CORP. AND SUBSIDIARIES

                                TABLE  OF  CONTENTS
                     (for the twelve months ended December 31, 2003)

                                                                      PAGE

CONSOLIDATED  BALANCE  SHEETS                                         F-1

CONSOLIDATED  STATEMENTS  OF  OPERATIONS                              F-2

STATEMENT OF STOCKHOLDERS' DEFICIT                                    F-3

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS                             F-4

NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS             F5-F16



                          NETWORK INSTALLATION CORP.
                        (FORMERLY, FLEXXTECH CORPORATION)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003
                                                              
                                     ASSETS

Current Assets:
               Cash and cash equivalents . . . . . . . . . . . .  $       667
               Accounts receivable, net. . . . . . . . . . . . .      353,119
               Work in progress . . . . . . . . . . . . . . . . .     200,000
               Other current assets. . . . . . . . . . . . . . .        2,289
                                                                  ------------
       Total Current assets. . . . . . . . . . . . . . . . . . .      556,075

Property and Equipment, net. . . . . . . . . . . . . . . . . . .        6,898

                                                                  ------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .  $   562,973
                                                                  ============


                          LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities:
               Accounts payable and accrued expenses . . . . . .  $ 1,532,893
               Deferred revenue. . . . . . . . . . . . . . . . .      280,924
               Loans payable . . . . . . . . . . . . . . . . . .       45,500
               Loans payable related parties . . . . . . . . . .      163,691
               Due to factor . . . . . . . . . . . . . . . . . .       14,056
               Convertible debt - current. . . . . . . . . . . .      517,616
                                                                  ------------
       Total Current Liabilities . . . . . . . . . . . . . . . .    2,554,680

Long-term Liabilities:
               Loans Payable . . . . . . . . . . . . . . . . . .       65,000
               Loans payable related parties . . . . . . . . . .       35,000
               Convertible debt. . . . . . . . . . . . . . . . .      165,000
               Convertible debt -related parties . . . . . . . .      338,000
                                                                  ------------
       Total Long-term Liabilities . . . . . . . . . . . . . . .      603,000

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. . . . . . . . . . . . . . .    2,743,222
         Shares to be issued . . . . . . . . . . . . . . . . . .      116,295
         Accumulated deficit . . . . . . . . . . . . . . . . . .   (5,466,840)
                                                                  ------------
             Total Stockholders' Deficit . . . . . . . . . . . .   (2,594,707)
                                                                  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . . .  $   562,973
                                                                  ============
The accompanying notes are an integral part of these financial statements.



                                    F-1



                            NETWORK INSTALLATION CORP.
                        (FORMERLY, FLEXXTECH CORPORATION)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                                                
                                                               2003         2002
                                                        ------------  -----------
NET REVENUE. . . . . . . . . . . . . . . . . . . . . .  $ 1,233,908   $  804,080

COST OF REVENUE. . . . . . . . . . . . . . . . . . . .      965,569      568,444
                                                        ------------  -----------

GROSS PROFIT . . . . . . . . . . . . . . . . . . . . .      268,339      235,636

OPERATING EXPENSES . . . . . . . . . . . . . . . . . .    2,306,744      340,267

                                                        ------------  -----------
LOSS FROM OPERATIONS . . . . . . . . . . . . . . . . .   (2,038,405)    (104,631)

Other income (expense)
    Loss on conversion of debentures. . . . . . . . . .      (91,110)           -
    Interest expense . . . . . . . . . . . . . . . . .   (1,303,492)      (4,375)
                                                        ------------  -----------
           Total other income (expense). . . . . . . .   (1,394,602)      (4,375)
                                                        ------------  -----------
LOSS BEFORE INCOME TAXES . . . . . . . . . . . . . . .   (3,433,007)    (109,006)

Provision of Income taxes. . . . . . . . . . . . . . .        1,600          800

                                                        ------------  -----------
NET LOSS . . . . . . . . . . . . . . . . . . . . . . .  $(3,434,607)  $ (109,806)
                                                        ============  ===========

BASIC AND DILUTED NET LOSS PER SHARE:* . . . . . . . .  $      (.34)  $     (.01)
                                                        ============  ===========

Basic and diluted weighted average shares outstanding.   10,151,468    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.

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


                                    F-2





                                                 NETWORK INSTALLATION CORPORATION
                                                STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                       DECEMBER 31, 2003
                                                                                                 
                                           COMMON STOCK
                                           ------------                                                            TOTAL
                                           NUMBER OF              ADDITIONAL SHARES         ACCUMULATED             STOCKHOLDERS'
                                           SHARES        AMOUNT   PAID IN CAPITAL    TO BE ISSUED   DEFICIT        DEFECIT
                                           ------------  -------  -----------------  -------------  ----------------------------
BALANCE AT JANUARY 1, 2002. . . . . . . . 7,382,000  $10,000  $              -   $           -  $   (245,727)  $     (235,727)

Recapitalization upon reverse acquisition 2,943,407      325           (74,326)         16,900    (1,826,558)      (1,883,659)

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

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

BALANCE AT DECEMBER 31, 2002. . . . . .   10,325,407   10,325          (74,326)         16,900    (2,216,223)      (2,263,334)

Issuance of common stock
 for consulting services. . . . . . . . .     275,000     275            278,475                                        278,750
Issuance of common stock
 to directors for compensation. . . . . .     400,000      400           610,400                                        610,800
Issuance of common stock
 on conversion of debentures. . . . . . .     65,923       66           158,641                                        158,707
Issuance of common stock
 for incentive for debentures . . . . . .   1,550,000    1,550         1,198,150                                      1,199,700
Beneficial conversion
 feature of debentures. . . . . . . . . .                                134,000                                        134,000
Issuance of stock warrants
 for consulting services. . . . . . . . .                                289,967
Dividend to officer of the Company                                                                     184,000          184,000
Contributions to equity
 of subsidiary . . . . . . . . . . . . .                                 147,915                                        147,915
Conversion of debentures . . . . . . . .                                                  99,395                         99,395
Net loss for the year 2003 . . . . . . .                                                           (3,434,607)      (3,434,607)
                                           ------------  -------  -----------------  -------------  -------------  ---------------
BALANCE AT DECEMBER 31, 2003. . . . . . . .  12,616,330     $12,616  $    2,743,222          116,295  $(5,466,840)  $  (2,884,674)
                                           ============ =======   ==============    ============   ===========      ===========
The accompanying notes are an integral part of these financial statements.


                                    F-3




                                     NETWORK INSTALLATION CORP.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          DECEMBER 31, 2003
                                                                                    
                                                                                   2003        2002
                                                                            ------------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(3,434,607)  $(109,806)
Adjustments to reconcile net loss to net cash provided by (used in)
   operating activities:
      Depreciation and amortization. . . . . . . . . . . . . . . . . . . .        3,364       3,355
      Issuance of stocks for consulting services, compensation & interest.    2,089,250           -
      Issuance of stock warrants for consulting services. . . . . . . . .       289,967
      Loss on settlement/conversion of debt. . . . . . . . . . . . . . . .       91,110           -
      Beneficial conversion feature of debentures. . . . . . . . . . . . .     (134,000)          -
      (Increase) / decrease in current assets
            Accounts receivable. . . . . . . . . . . . . . . . . . . . . .     (353,119)     50,219
            Work in progress . . . . . . . . . . . . . . . . . . . . . . .     (200,000)
             Deposits & other current assets . . . . . . . . . . . . . . .         (969)          -
      Increase in current liabilities
            Accrued expenses & accounts payable. . . . . . . . . . . . . .      901,624      99,816
                                                                            ------------  ----------
           NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES . . . . . .     (747,380)     43,584
                                                                            ------------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
       Cash balance with disposed subsidiary . . . . . . . . . . . . . . .            -      (5,700)
       Cash received in acquisition of subsidiary. . . . . . . . . . . . .          667           -
                                                                            ------------  ----------
           NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES . . . . . .          667      (5,700)
                                                                            ------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
       Distribution to officer of the subsidiary . . . . . . . . . . . . .      184,000     (34,142)
       Proceeds from factor. . . . . . . . . . . . . . . . . . . . . . . .       14,056           -
       Proceeds from shares to be issued . . . . . . . . . . . . . . . . .      147,915           -
       Proceeds from related party debts . . . . . . . . . . . . . . . . .       80,691           -
       Proceeds from borrowings. . . . . . . . . . . . . . . . . . . . . .      303,399           -
                                                                            ------------  ----------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES. . . . . . .      730,061     (34,142)
                                                                            ------------  ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . .      (16,652)      3,742

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

CASH AND CASH EQUIVALENTS -ENDING. . . . . . . . . . . . . . . . . . . . .  $       667   $  17,319
                                                                            ============  ==========
The accompanying notes are an integral part of these financial statements.




                                    F-4



NETWORK  INSTALLATION  CORP.

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

1.  DESCRIPTION  OF  BUSINESS  AND  SEGMENTS Network Installation Corp (NIC) was
incorporated on July 18, 1997, under the laws of the State of California. NIC is
a  full  service  computer cabling, networking and telecommunications integrator
contractor,  providing  networks from stem to stem in house. NIC participates in
the  worldwide  network  infrastructure  market to end users, structured cabling
market  and  the  telephony services. NIC and Flexxtech are together referred as
"the  Company".

Pursuant  to  a  purchase  agreement  on  May  23,  2003,  Flexxtech Corporation
("Flexxtech") acquired 100% of the issued and outstanding common stock of (NIC).
The  purchase  price  consisted of $50,000 cash, 7,382,000 shares of Flexxtech's
common  stock  and  five year option to purchase an additional 618,000 shares of
Flexxtech stock if NIC's total revenue exceeds $450,000 for the period beginning
on  June  1,  2003  and  ending August 31. The option was exercisable at a price
equal  to  the  closing  bid price of the stock on August 31, 2003. Although the
Company's  revenue  exceeded  $450,000  during  that  period,  on April 15, 2004
Cummings  agreed  to  forgive  and  retire  the  option.

According  to the terms of the share exchange agreement, control of the combined
companies (the "Company") 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  Flexxtech  had  no  significant  asset  prior  to  the  acquisition.

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

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

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  PRINCIPLES  OF CONSOLIDATION

The  accompanying  financial  statements  include  the  accounts  of  Network
Installation  Corp.,  formerly  Flexxtech  Corporation  (legal  acquirer,  the
"Parent"),  and its 100% owned subsidiary, Network Installation Corporation. All
significant  inter-company  accounts  and  transactions  have been eliminated in
consolidation.  The  historical  results  for  the  year ended December 31, 2003
include the accounts of NIC for the full year and Flexxtech from the acquisition
date  through December 31, 2003, while the historical results for the year ended
December  31,  2002  include  NIC  only.

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.

                                    F-5


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.

ACCOUNTS  RECEIVABLE

The  Company  maintains  reserves  for  potential  credit  losses  on  accounts
receivable.  Management  reviews  the  composition  of  accounts  receivable and
analyzes  historical  bad  debts,  customer  concentrations,  customer  credit
worthiness,  current economic trends and changes in customer payment patterns to
evaluate  the  adequacy  of these reserves. Reserves are recorded primarily on a
specific  identification basis. Allowance for doubtful debts amounted to $79,309
as  at  December  31,  2003.

WORK  IN-PROGRESS

Work  in-progress  represents  cost  incurred  on  uncompleted  contracts.  Cost
consists of labor and direct costs incurred on the contract. Work in progress at
December  31,  2003  amounted  to  $200,000.

PROPERTY  &  EQUIPMENT

Property  and  equipment  are  stated  at cost. Expenditures for maintenance and
repairs are charged to earnings as incurred; additions, renewals and betterments
are  capitalized.  When property and equipment are retired or otherwise disposed
of,  the  related  cost  and  accumulated  depreciation  are  removed  from  the
respective  accounts,  and  any  gain  or  loss  is  included  in  operations.
Depreciation  of  property  and  equipment  is  provided using the straight-line
method for substantially all assets with estimated lives of five to seven years.

LONG-LIVED  ASSETS

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards  No.  144,  "Accounting  for  the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets  and  supersedes  SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed Of," and the accounting and reporting provisions of APB Opinion No.
30,  "Reporting  the  Results  of  Operations  for  a Disposal of a Segment of a
Business."  The  Company periodically evaluates the carrying value of long-lived
assets  to  be  held  and  used  in  accordance with SFAS 144. SFAS 144 requires
impairment  losses  to  be recorded on long-lived assets used in operations when
indicators  of  impairment are present and the undiscounted cash flows estimated
to  be  generated by those assets are less than the assets' carrying amounts. In
that  event,  a  loss  is  recognized  based on the amount by which the carrying
amount  exceeds  the  fair  market  value  of  the  long-lived  assets.  Loss on
long-lived  assets  to  be disposed of is determined in a similar manner, except
that  fair  market  values  are  reduced  for the cost of disposal. Based on its
review,  the Company believes that, as of December 31, 2003 and 2002, there were
no  significant  impairments  of  its  long-lived  assets.

REVENUE  RECOGNITION  &  DEFERRED  REVENUE

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.

                                    F-6


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.  Deferred  revenue  represents  revenue  that  has been received or is
receivable before it is earned, i.e., before the related services are performed.
Deferred  revenue  amounted  to  $280,924  at  December  31,  2003.

The  Company's  revenue  recognition  policy  for sale of network products is in
compliance  with  Staff  accounting bulletin (SAB) 104. 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,  2003  and  2002  were  insignificant.

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.

STOCK-BASED  COMPENSATION

In  October  1995,  the  FASB  issued  SFAS No. 123, "Accounting for Stock-Based
Compensation".  SFAS  No.  123 prescribes accounting and reporting standards for
all stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123
requires compensation expense to be recorded (i) using the new fair value method
or  (ii) using the existing accounting rules prescribed by Accounting Principles
Board  Opinion  No.  25, "Accounting for stock issued to employees" (APB 25) and
related interpretations with proforma disclosure of what net income and earnings
per share would have been had the Company adopted the new fair value method. The
Company  uses  the intrinsic value method prescribed by APB 25 and has opted for
the  disclosure  provisions  of  SFAS  No.123.

INCOME  TAXES

Deferred income tax assets and liabilities are computed annually for differences
between  the  financial  statements and tax basis of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted laws
and  rates  applicable  to  the periods in which the differences are expected to
affect  taxable income (loss). Valuation allowance is established when necessary
to  reduce  deferred  tax  assets  to  the  amount  expected  to  be  realized.

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.

                                    F-7


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.

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.

RISKS  AND  UNCERTAINTIES

VULNERABILITY  DUE  TO  SUPPLIER  CONCENTRATIONS  -  The Company had three major
sources  for  the  supply  of  materials  and  one  major  source  for supply of
subcontracted  labor  in  2003. The Company had a major source for the supply of
materials  in  2002.  The percentages of purchases from this source were 64% and
94%  of  total  purchases  in  the  year  ended  December  31,  2003  and  2002,
respectively.  Total  outstanding balances due to these suppliers as of December
31,  2003  and  2002  were $222,339 and $84,452, respectively. The effect of the
loss  of  any  of  these  sources  or a disruption in their business will depend
primarily  upon  the  length  of  time  necessary to find a suitable alternative
source  and  could  have  a  material adverse effect on the Company's results of
operations.

VULNERABILITY  DUE  TO  CUSTOMER  CONCENTRATIONS  -  Total  sales  to  two major
customers in the year ended December 31, 2003 amounted to approximately $692,535
and  to  three  major  customers in the year ended December 31, 2002 amounted to
$428,000.  There  was  receivable  balance of $58,338 from these customers as of
December  31,  2003  and  $-0-  as  of  December  31,  2002.

RECENT  PRONOUNCEMENTS

On  April  30,  2003,  the  FASB  issued  FASB  Statement  No. 149 ("SFAS 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  ("SFAS  133").  Accounting  for  Derivative Instruments and
Hedging  Activities. SFAS 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.  SFAS  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.

                                    F-8


On  May 15 2003, the FASB issued FASB Statement No. 150 ("SFAS 150"), Accounting
for  Certain  Financial Instruments with Characteristics of both Liabilities and
Equity.  SFAS 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, SFAS 150
requires  disclosure  regarding  the  terms  of those instruments and settlement
alternatives.  SFAS  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; and d) SFAS 150 does not apply to
features  embedded  in  a  financial  instrument that is not a derivative in its
entirety.  The  guidance  in  SFAS  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  SFAS 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. In
December  2003, the Financial Accounting Standards Board (FASB) issued a revised
Interpretation  No. 46, "Consolidation of Variable Interest Entities" (FIN 46R).
FIN  46R  addresses  consolidation  by business enterprises of variable interest
entities  and  significantly  changes  the  consolidation  application  of
consolidation  policies  to  variable  interest  entities  and,  thus  improves
comparability  between  enterprises  engaged  in  similar  activities when those
activities  are  conducted  through variable interest entities. The Company does
not  hold  any  variable  interest  entities.

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
$5,466,840  including  net losses of $3,434,607 and $109,806 for the years ended
December  31,  2003 and 2002, respectively. 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  year  ended  December 31, 2003, towards obtaining additional equity
financing  through various private placements and evaluation of its distribution
and  marketing  methods.


                                    F-9

4.  PROPERTY  AND  EQUIPMENT

Property  and  equipment  comprised  of  following  on  December  31,  2003:



                                   
Furniture  &  fixtures                $ 3,160
Machinery  &  Equipment                10,800
                                       ------
                                       13,960
Less  Accumulated  Depreciation        (7,062)
                                       -------
                                      $ 6,898
                                       =======



5.  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses consisted of following on December 31,
2003:



                                   

Accounts  payable                      $ 655,334
Payroll  tax  payable                    122,749
Litigation  accrual                      430,000
Accrued  expenses                        324,810
                                       ---------
                                      $1,532,893
                                      ==========


Payroll  tax  liabilities  amounting $92,890 pertains to the calendar years from
1999 to 2001. The Company has agreed to pay the payroll tax liability in monthly
installment  of  $6,500  beginning March 15, 2003 until entire amount is paid in
full.

6.  NOTE  PAYABLE

The  Company  has  an  unsecured  note of $47,500, guaranteed by the officer and
shareholder  of  the  Company, bearing an interest rate of prime plus 3.25%. The
note  is payable through a revolving line of credit, which commenced on November
6,  2001, the date of the note, and expires three years following the note date.
The  Company  must  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  will commence upon the termination of the revolving line of credit
period.  During  the  term  period,  the Company must 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 is due and payable seven years from the
date  of  the  note.

As  a  result  of  acquisition of NIC by the Company, NIC was in default on this
note,  since  the note prohibited a change of ownership over 25% of NIC's common
stock  outstanding.  The entire principal amount became due upon default and the
revolving  line  of  credit is no longer available to NIC. The Company is in the
process of making payment arrangement with the financing institution. The amount
outstanding  at  December  31,  2003,  amounted  to  $45,500.

                                    F-10


The  interests  on  this note were $3,728 and $4,375 for the year ended December
31,  2003  and  2002,  respectively.

The  Company  has unsecured, non-interest bearing notes for $65,000 due November
2005.

7.  RELATED  PARTY  TRANSACTIONS  RELATED  PARTY  NOTES  PAYABLE  -  CURRENT

The Company has $3,500 payable based on the purchase agreement of the subsidiary
and  an  unsecured, non-interest bearing note for $84,191 due June 15, 2004, due
to  an  officer.

The  Company  entered a factoring agreement on September 17, 2003 with a related
party  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 it's right to increase
the  face amount by $10,000 per month that the note remains unpaid. In the event
of  default  the holder shall have the right to switch any remaining amount left
on the debenture to a 3 year, 10% interest bearing Convertible Debenture and the
Company  must  issue  100,000 shares per $10,000 invested in this debenture. The
principle  amount  was  paid  back  in  full  by  January  23,  2004.

RELATED  PARTY  NOTES  PAYABLE  -  LONG  TERM

The Company has an unsecured, non-interest bearing note for $35,000 due December
17,  2005  due  to  the  majority  shareholder.

8.  INCOME  TAXES

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss.  Through  December  31,  2003,  the  Company  incurred net
operating  losses  for  tax  purposes  of  $3,450,000,  approximately.  The  net
operating  loss  carry forwards may be used to reduce taxable income through the
year  2022.  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.

Temporary  differences which give rise to deferred tax assets and liabilities at
December 31, 2003 comprised mainly of net operating loss carryforward. The gross
deferred tax asset balance as of December 31, 2003 was approximately $1,380,000.

A  100% valuation allowance has been recorded for the deferred tax assets due to
the  uncertainty  of  its  realization.

The  following is a reconciliation of the provision for income taxes at the U.S.
federal  income  tax  rate  to  the  income  taxes reflected in the Consolidated
Statements  of  Operations:



                                                                                
                                                             December 31,              December 31,
                                                                  2003                      2002
                                                          -------------------         -------------

Tax expense (credit) at statutory rate-federal                   (34)%                     (34)%
State tax expense net of federal tax                             ( 6)                      ( 6)
Permanent differences                                              1                         1
Changes in valuation allowance                                   (39)                      (39)
                                                          -------------------         -------------
Tax expense at actual rate                                         -                         -    .
                                                          ===================         =============



                                    F-11

9.  COMMITMENT  &  LITIGATION

Lease:

The  Company  did  not have a lease agreement during the year ended December 31,
2002.  The  Company  paid  the usage charge each month. 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 $27,452 and $ 12,323 for the year ended December 31, 2003
and  2002,  respectively.

Litigation:

In  the year ended December 31, 2002, a suit was brought against the Company and
its  former  management in the Superior Court of the State of California, County
of  San Francisco, by an individual 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, an
individual  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. The Company is making payments in
installments  through  April  2004.  The  Company  has  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 the Company and its
former management in favor of a vendor of the Company's former subsidiary, North
Texas  Circuit  Board,  or  NTCB. On August 20, 2002 the Company sold NTCB to BC
Electronics  Inc.  Pursuant  to  terms  of  the  share  purchase  agreement,  BC
Electronics assumed all liabilities of NTCB. In December 2003, the Company filed
a  motion to vacate the judgment for lack of personal service. In February 2004,
the  Court  ruled in favor of the Company and the judgment was vacated. Although
the  Company was the guarantor on the loan, NTCB is the principal debtor and (i)
the  Company  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  the Company believes may absolve it of liability. In February
2004, the plaintiff refiled the complaint. Although the Company will continue to
oppose  the  action the Company and its current management have begun settlement
discussions  with  the  plaintiff.

On  April  29,  2003  a  suit  was  brought  against the Company by an investor,
alleging  breach of contract pursuant to a settlement agreement executed between
the  Company  and  investor  dated  November 20, 2002. The suit alleges that the
Company  is  delinquent  in its repayment of a $20,000 promissory note, of which
$5,000  has  been  repaid to date. Although management of the Company intends to
oppose  the  claims,  the Company's current management plans to begin settlement
discussion  with  the  plaintiff.

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.

                                    F-12


10.  DUE  TO  FACTOR

On  February  27,  2003,  NIC 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 of NIC
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 December 31, 2003, the Company factored receivables of
approximately  $205,929. In connection with the factoring agreement, the Company
included  fees  of  $16,555 in the period ended December 31, 2003. Due to factor
amounted  to  $14,056  as  of  December  31,  2003.

11.  STOCKHOLDERS'  EQUITY

During  the  year  ended December 31, 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.

STOCK  SPLIT

On  January  23,  2003, the Company 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.

EQUITY:

During  the  year  ended  December  31, 2003, the Company issued common stock as
follows:

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

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 $158,707 for
conversion  of  debenture  amount  of  $98,967  to  a  related  party,  a  major
shareholder  of the Company. The difference of the value of the stock issued and
debenture  amount  of  $59,740  was  charged  as  a  loss  on  conversion.

The  Company  was  to  issue 31,129 shares of common stock valued at $99,395 for
conversion  of  debenture  amount  of  $68,025  to  a  related  party,  a  major
shareholder  of the Company. The Company had not issued the stock as of December
31,  2003.  The  difference of the value of the stock to be issued and debenture
amount  of  $31,370  was  charged  as  a  loss  on  conversion.

The  Company  issued  1,550,000  shares  to  the  major  shareholder  in 2003 as
incentive  per  the  debenture  agreement,  valued  at  $1,199,700.  The Company
recorded  such  issuance  as interest in the accompanying consolidated financial
statement.

                                    F-13


The  Company  had  distributions  to  a major shareholder and the officer of the
Company  amounting $110,794 in the year ended December 31, 2003. The Company had
a  receivable  from a major shareholder and the officer of the Company amounting
$73,206.  The  amount was considered as uncollectible and was recorded as deemed
dividend  in  the  year  ended  December  31,  2003.

The  Company had contributions to equity of NIC, the wholly owned subsidiary, of
$147,915  in  the  year  ending  December  31,  2003.

During  the  year  ended  December  31,  2002,  NIC, the wholly owned subsidiary
distributed  $34,142  as  dividends.

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 closing 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  March  31,  2004, the
outstanding  balance  of  the  debentures  amounted  to  $0.

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.

During  the period ending June 30, 2003, the Company issued debentures amounting
$105,000  to  a  major  shareholder of the Company and $25,000 to another party,
carrying  an  interest rate of 6% per annum, due in April to June 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. 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
dividends  amounting to $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.

                                    F-14


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 year
ended  December  30,  2003,  an  amount  of $134,000, reflected in the financial
statement  as  interest  expense.

During  the  period  ended  December  31,  2003,  the  Company  issued  $233,000
debentures  to  a  major  shareholder  of the Company. These debentures carry an
interest  rate  of 6% per annum, due in July to October 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.

The  Company  issued  1,550,000  shares to the major shareholder per a 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

During  the  year ended December 31, 2003, the company issued options to acquire
300,000  shares  of  the  company's  common  stock  to an employee. The weighted
average  grant  date  fair  value, stock price and exercise price of the options
were  $1.82,  $2.95  and $2.65, respectively. On November 30, 2003, the board of
directors  agreed  to  terminate  the  vested  option incentive for the employee
valued  at  $6,987.  As  of  December  31,  2003,  there  are  no  stock options
outstanding.

During the year ended December 31, 2003, the Company issued warrants to purchase
200,000  shares  to  consultants for services. The Company recorded a consulting
expense  amounting  to  $290,000  which  represents the fair value of the vested
portion of the warrants calculated using the Black- Schoels option pricing model
with  the  following  assumptions:



                           
Expected  life  (years)       2-5  years
Risk-free  interest  rate     3.0%
Dividend  yield               -
Volatility                    100%




                                    F-15


The  weighted average stock price, exercise price, fair value of warrants at the
grant  date  issued  to  consultants was $3.13, $4.75 and $1.80. At December 31,
2003, 114,583 of these warrants were exercisable. The weighted average remaining
life  of  these  warrants  at  December  31,  2003  was  3.73  years.

12.  BASIC  AND  DILUTED NET LOSS PER SHARE Basic and diluted net loss per share
for  the twelve-month period ended December 31, 2003 and 2002 were determined by
dividing  net  loss  for the periods by the weighted average number of basic and
diluted  shares  of  common stock outstanding. 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.

13. 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 $-0- and $3,526 during the year
ended December 31, 2003 and 2002, respectively. The Company paid income taxes of
$-0-  during  the  years  ended  December  31,  2003  and  2002.

14.  SUBSEQUENT  EVENTS

ACQUISITION:

Pursuant  to  an  acquisition  agreement,  the  Company  acquired  100%  of  the
outstanding  shares of San Diego area-based telecommunication solutions firm Del
Mar  Systems  International,  Inc.  (Del Mar) for $1 million structured as a (i)
$500,000 12 month 5% Note consisting of 12 equal monthly installments of $42,804
and  (ii)  $500,000  in shares of the Company's restricted common stock. Del Mar
will  continue  to  operate  as  a  wholly-owned  subsidiary of the Company. The
financial  information  of  Del  Mar  is not available through the date of these
financial  statements  as  they  were  in  process  of  being  compiled.

PAYMENT  OF  RELATED  PARTY  LOAN:

The  Company  paid  the  $76,000  due to the majority shareholder by January 23,
2004,  fulfilling  its  obligation  on  the  note.


                                    F-16


                   NETWORK INSTALLATION CORP. AND SUBSIDIARIES

                                TABLE  OF  CONTENTS
                       (for three months ended March 31, 2004)

                                                                      PAGE

CONSOLIDATED  BALANCE  SHEETS                                         F-17

UNAUDITED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS                   F-18

UNAUDITED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS                  F-19

NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS             F20-F25





                   NETWORK  INSTALLATION  CORP
                  CONSOLIDATED  BALANCE  SHEET
                                                      
                            ASSETS
                                                            (Unaudited)
                                                           March 31,
                                                                  2004

CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . .  $         -
Accounts receivable, net of allowance for doubtful
accounts of $80,000 at March 31, 2004 . . . . . . . . . .       80,946
Work in progress. . . . . . . . . . . . . . . . . . . . .       35,987

Prepaid expenses. . . . . . . . . . . . . . . . . . . . .      162,500
Other current assets. . . . . . . . . . . . . . . . . . .        4,461
                                                            ----------

TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . .      283,894
                                                            ----------

PROPERTY & EQUIPMENT, NET   . . . . . . . . . . . . . . . .      4,648
                                                            ----------

Goodwill. . . . . . . . . . . . . . . . . . . . . . . . .    1,000,000
                                                            ----------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . .  $ 1,288,542
                                                            ==========

                LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Book Overdraft. . . . . . . . . . . . . . . . . . . . . .  $    17,271
Accounts payable and accrued expenses . . . . . . . . . .    1,191,384
Deferred revenue. . . . . . . . . . . . . . . . . . . . .       78,869
Loans payable . . . . . . . . . . . . . . . . . . . . . .      504,780
Loans payable - related parties . . . . . . . . . . . . .      134,180
Due to factor . . . . . . . . . . . . . . . . . . . . . .       10,759
Convertible debt - current. . . . . . . . . . . . . . . .       21,781
                                                            ----------


TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . .    1,959,024
                                                            ----------

LONG TERM LIABILITIES
Loans payable . . . . . . . . . . . . . . . . . . . . . .       25,000
Convertible debt. . . . . . . . . . . . . . . . . . . . .      165,000
Convertible debt - related parties. . . . . . . . . . . .      753,500
                                                            ----------

TOTAL LONG TERM LIABILITIES.. . . . . . . . . . . . . . .      943,500
                                                                     -
                                                           ------------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . .    2,902,524
                                                            ----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT
Common stock, authorized 100,000,000 shares at $.001 par
value, issued and outstanding 12,960,857 shares . . . . .       12,962
Additional paid-in capital. . . . . . . . . . . . . . . .    4,269,734
Shares to be issued . . . . . . . . . . . . . . . . . . .      116,284
Accumulated deficit . . . . . . . . . . . . . . . . . . .   (6,012,962)
                                                            ----------

TOTAL SHAREHOLDERS' DEFICIT. . . . . . . . . . . . . . . .  (1,613,982)
                                                            ----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT . . . . . . .  $ 1,288,542
                                                            ==========
See notes to financial statements



                                    F-17





                            NETWORK INSTALLATION CORP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                                            
                                    March 31,     March 31,
                                           2004         2003
                                              -            -

NET REVENUE. . . . . . . . . . . .  $   510,522   $  442,606

COST OF REVENUE. . . . . . . . . .      320,220      186,359
                                     ----------    ---------

GROSS PROFIT . . . . . . . . . . .      190,302      256,247


OPERATING EXPENSES . . . . . . . .      584,367      192,001
                                     ----------    ---------

INCOME (LOSS) FROM OPERATIONS. . .     (394,065)      64,246


OTHER INCOME (EXPENSES)
Other income (expenses). . . . . .         (667)           -
Interest expense . . . . . . . . .     (151,390)      (1,094)
                                     ----------    ---------

TOTAL OTHER INCOME
(EXPENSES) . . . . . . . . . . . .     (152,057)      (1,094)
                                     ----------    ---------

INCOME (LOSS) BEFORE INCOME TAX. .     (546,122)      63,152
                                     ----------    ---------

Provision of income taxes. . . . .            -          800
                                     ----------    ---------

NET INCOME (LOSS). . . . . . . . .  $  (546,122)  $   62,352
                                     ==========    =========

BASIC AND DILUTED INCOME (LOSS)
PER SHARE. . . . . . . . . . . . .  $     (0.04)  $     0.01
                                     ==========    =========

WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING.. . .   12,709,532    7,382,000
                                     ==========    =========
See notes to financial statements



                                    F-18




                     NETWORK  INSTALLATION  CORP.
            CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
                          (UNAUDITED)
                                                          
                                               Three  months ended
                                              March 31, 2004    March 31, 2003
                                              ---------------   --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . . . .   $      (546,122)     $  62,352
Adjustment to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Issuance of stock for consulting
services . . . . . . . . . . . . . . . . . .          195,000              -
Beneficial conversion feature of debenture .          135,125              -
Depreciation and amortization. . . . . . . .            2,250            841
(Increase) decrease in current assets
Accounts receivable. . . . . . . . . . . . .          272,173       (334,696)
Work in progress . . . . . . . . . . . . . .          164,013              -
Prepaid Expenses . . . . . . . . . . . . . .          (92,500)             -
Deposit and other current assets . . . . . .           (2,172)         2,289
Increase (Decrease) in current liabilities:
Accrued expenses and accounts payable. . . .         (250,622)       219,574
Deferred revenue . . . . . . . . . . . . . .         (202,055)             -
                                                -------------   -------------

NET CASH PROVIDED BY (USED IN) OPERATING
 ACTIVITIES. . . .                                   (324,910)        54,218
                                                -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft . . . . . . . . . . . . . . .           17,271              -
Proceeds (payments to) from factor. . .  . .           (3,297)        48,992
Proceeds from borrowings . . . . . . . . . .          426,989              -
Payment on Note                                             -         (2,500)
Repayment of long term debt. . . . . . . . .         (116,720)             -
                                                -------------   -------------

NET CASH PROVIDED BY FINANCING ACTIVITIES. .          324,243         46,492
                                                -------------   -------------

NET DECREASE IN CASH &
     CASH EQUIVALENTS. . . . . . .                       (667)        (7,726)

CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD            667         17,319
                                                -------------   -------------

CASH & CASH EQUIVALENTS AT END OF PERIOD. . . $             -      $   9,593
                                                =============   =============
See notes to financial statements




                                    F-19


                   NETWORK INSTALLATION CORP. AND SUBSIDIARIES
         NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

1.  DESCRIPTION  OF  BUSINESS  AND  SEGMENTS

Network  Installation  Corp  (NIC)  was incorporated on July 18, 1997, under the
laws  of  the  State  of  California.  NIC  is  a full service computer cabling,
networking and telecommunications integrator contractor, providing networks from
stem  to stem in house. NIC participates in the worldwide network infrastructure
market  to end users, structured cabling market and the telephony services. NIC,
Flexxtech  and  Del Mar Systems International, Inc. (DMSI) are together referred
to  as  "the  Company".

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

According  to the terms of the share exchange agreement, control of the combined
companies  (the  "Company")  passed  to the former shareholders of NIC. Although
from a legal perspective, Flexxtech acquired NIC, the transaction is viewed as a
recapitalization  of  NIC,  accompanied  by  an  issuance of stock by NIC to the
shareholders  of  Flexxtech.  This  is because Flexxtech did not have operations
immediately prior to the transaction, and following the transaction, NIC was the
operating  company.

On March 1, 2004, NIC acquired 100% of the outstanding shares of Del Mar Systems
International,  Inc.  (DMSI),  a  Company  operating  in  the  telecommunication
solutions  industry.  The  operations  of  DMSI  have been consolidated with the
operations  of  the  Company,  since  March  1,  2004.

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

A  Certificate  of  Amendment  was  filed  on July 10, 2003 to change the parent
company's  name  from  Flexxtech  Corporation  to  Network  Installation  Corp.

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, 2003 and 2002 were filed on
April  9,  2004  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
three-month  periods  ended March 31, 2004 are not necessarily indicative of the
results  that  may  be  expected  for  the  year  ended  December  31,  2004.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Consolidation
-----------------------------

The  accompanying  financial  statements  include  the  accounts  of  Network
Installation  Corp.,  formerly  Flexxtech  Corporation  (legal  acquirer,  the
"Parent"), and its 100% owned subsidiaries, Network Installation Corporation and
Del  Mar  Systems International, Inc. All significant inter-company accounts and
transactions  have  been  eliminated  in  consolidation. The results include the
accounts of NIC and Flexxtech for the three months ended March 31, 2004, and the
results  of  DMSI  from the date of acquisition, March 1, 2004 through March 31,
2004.  The  historical results for the three months ended March 31, 2003 include
NIC  only.

                                    F-20


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.  Deferred  revenue  represents  revenue  that  has been received or is
receivable before it is earned, i.e., before the related services are performed.
Deferred revenue amounted to $78,869 and $280,924 at March 31, 2004 and December
31,  2003,  respectively.

The  Company's  revenue  recognition  policy  for sale of network products is in
compliance  with  Staff  accounting bulletin (SAB) 104. 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.

Stock-based  Compensation
-------------------------

In  October  1995,  the  FASB  issued  SFAS No. 123, "Accounting for Stock-Based
Compensation"  amended  by SFAS No 148, "Accounting for Stock Based Compensation
Transition  and  Disclosure".  SFAS  No. 123 prescribes accounting and reporting
standards  for  all  stock-based  compensation  plans,  including employee stock
options,  restricted stock, employee stock purchase plans and stock appreciation
rights.  SFAS No. 123 requires compensation expense to be recorded (i) using the
new  fair value method or (ii) using the existing accounting rules prescribed by
Accounting  Principles  Board  Opinion  No.  25, "Accounting for stock issued to
employees" (APB 25) and related interpretations with proforma disclosure of what
net  income  and  earnings per share would have been had the Company adopted the
new fair value method. The Company uses the intrinsic value method prescribed by
APB  25  and  has opted for the disclosure provisions of SFAS No.123. No options
were  issued  during  the  three  months  ended  March  31,  2004  and  2003.

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". 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  debentures  and  warrants  were  converted  or exercised.


                                    F-20

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 for the
period  ended  March  31,  2004  and 2003, 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 two major sources
for  the  supply  of  materials  in the three-month period ended March 31, 2003,
which  accounted  for  85%  of total purchases of the Company. Total outstanding
balance due this supplier as of March 31, 2003 was $153,307. For the three-month
period  ended  March  31,  2004,  no supplier accounted for more than 10% of the
Company's  purchase.

Vulnerability  due  to  customer  concentrations - In the period ended March 31,
2003,  total  sales to three major customers, sales to which exceeded 10% of the
Company's  total  annual  sales,  amounted  to approximately $335,000. There was
receivable  balance  of  $169,915 from these customers as of March 31, 2003. For
the three-month ended March 31, 2004, there were no customers that accounted for
more  than  10%  of  the  Company's  total  sales.

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
$6,012,962,  is  generating  losses  from operations, and has a negative working
capital.  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
towards obtaining additional equity financing through various private placements
and  evaluation  of  its  distribution  and  marketing  methods.

4  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses  is  comprised  of  the  following:

                                    F-21




                  
                     March 31,
                           2004
                     ----------
Accounts payable. .  $  359,932
Payroll tax payable     155,805
Litigation accrual.     409,459
Accrued expenses. .     266,188
                     ----------

                     $1,191,384
                     ==========




Payroll tax liabilities amounting to $92,890 pertains to the calendar years from
1999 to 2001. The Company has agreed to pay the payroll tax liability in monthly
installments  of  $6,500 beginning March 15, 2003 until entire amount is paid in
full.  No  payment  was  made  during  the  three  months  ended March 31, 2004.

5.  NOTES  PAYABLE

The  Company contracted a $500,000 note payable in March 2004 in connection with
the  DMSI  acquisition. This note bears interest at 5% and is payable in monthly
installment of $42,804, maturing in April 2005. The balance outstanding at March
31,  2004  is  $459,280.

The Company has an unsecured, non-interest bearing note for $25,000 due November
2005.  The  Company  also  has  a  $45,500  loan  payable  by  March  31,  2005.

6.  RELATED  PARTY  TRANSACTIONS

Related  Party  Notes  Payable  -  Current
------------------------------------------

The  Company  has  an unsecured, non-interest bearing notes for $87,691 due June
15,  2004,  due  to  an officer. An additional $46,489 was contracted during the
three  month  ended  March  31,  2004.  This  additional advance is non-interest
bearing  and  due  July  30,  2004.

During  the  three months ended March 31, 2004, the Company repaid a $76,000 due
to  the  majority  shareholder  under  a  factoring  agreement.

The  Company also issued convertible debentures to the majority shareholder (see
note  10).

The  Company  earned  revenue  from  an  entity  related by a common officer and
shareholder,  amounting  $98,791  during  the three month period ended March 31,
2003. The account receivable balance of $66,378 from this entity was written off
as of March 31, 2003. The entire amount of write-off has been recorded as deemed
dividend  in  the  accompanying  financial  statements.

7.  INCOME  TAXES

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss.  Through  December  31,  2003,  the  Company  incurred net
operating losses for tax purposes of approximately $3,450,000. The net operating
loss  carry forwards may be used to reduce taxable income through the year 2022.
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. A valuation allowance for 100% of the deferred taxes asset has
been  recorded  due  to  the  uncertainty  of  its  realization.

                                    F-22


8.  COMMITMENTS  &  CONTINGENCIES

Litigation
----------

In  the year ended December 31, 2002, a suit was brought against the Company and
its  former  management in the Superior Court of the State of California, County
of  San Francisco, by an individual 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, an
individual  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. The unpaid balance at March 31,
2004  was  $65,000.

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 and its
former management in favor of a vendor of the Company's former subsidiary, North
Texas  Circuit  Board,  or  NTCB. On August 20, 2002 the Company sold NTCB to BC
Electronics  Inc.  Pursuant  to  terms  of  the  share  purchase  agreement,  BC
Electronics  assumed all liabilities of NTCB. In December 2003 the Company filed
a  motion to vacate the judgment for lack of personal service. In February 2004,
the  Court  ruled in favor of the Company and the judgment was vacated. Although
the  Company was the guarantor on the loan, NTCB is the principal debtor and (i)
the  Company  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  the Company believes may absolve it of liability. In February
2004, the plaintiff refiled the complaint. Although the Company will continue to
oppose  the  action the Company and its current management have begun settlement
discussions  with  the  plaintiff.

On  April  29,  2003  a  suit  was  brought  against the Company by an investor,
alleging  breach of contract pursuant to a settlement agreement executed between
the  Company  and  investor  dated  November 20, 2002. The suit alleges that the
Company  is  delinquent  in its repayment of a $20,000 promissory note, of which
$5,000  has  been  repaid to date. Although management of the Company intends to
oppose  the  claims,  the Company's current management plans to begin settlement
discussion  with  the  plaintiff.

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, including
those discussed above, have any other material impact on the Company's financial
statements.


                                    F-23

9.  DUE  TO  FACTOR

On  February  27,  2003,  NIC 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 of NIC
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.  Due  to  factor  amounted  to  $10,759  as of March 31, 2004,
respectively.

The  balance of factored accounts receivable amounted to $0 as of March 31, 2004

10.  STOCKHOLDERS'  EQUITY

Stock  Split
------------

On  January  23,  2003, the Company 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.

Equity
------

During the three months ended March 31, 2004, the Company issued common stock as
follows:

130,549  shares  of  common  stock  valued  at  $500,000  were  issued  for  the
acquisition  of  its  subsidiary,  Del  Mar  Systems  International,  Inc.

The  Company issued 8,000 shares of common stock to a shareholder for conversion
of  a  Promissory  Note  amounting  to  $40,000.

The  Company  issued 138,106 shares of common stock for conversion of debentures
and  related  accrued  interest in the amount of to $529,822. The Company issued
11,462  share  of  common  stock  for assumption of liabilities in the amount of
$32,552  by  a  related  party,  a  major  shareholder  of  the  Company.

The  Company  issued  50,000  shares of common stock to a consultant for service
rendered  valued  at  $195,000.

The  Company issued 6,410 shares of common stock for a consideration of $24,358.

Convertible  Debentures  -  Related  Parties
--------------------------------------------

During  the  period ended March 31, 2004, the Company issued $415,500 debentures
to  a  major shareholder of the Company. These debentures carry an interest rate
of  6% per annum, due in December 2008 and February and March of 2009. 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 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.  In  accordance  with  EITF  00-27 98-5, the beneficial conversion
feature on the issuance of the convertible debenture for the quarter ended March
31,  2004  has  been  recorded  in the amount of $96,375. On March 31, 2004, the
Company  contracted  an  additional $155,000 convertible debentures with a major
shareholder  of  the  Company,  which  debentures were not funded until April 1,
2004.  The  beneficial  conversation  feature has been recorded in the amount of
$38,750  during  the  three  months  ended  March  31,  2004.

                                    F-24


11.  BASIC  AND  DILUTED  NET  LOSS  PER  SHARE

Basic  and diluted net loss per share for the three-month period ended March 31,
2004  were  determined  by  dividing  net  loss  for the periods by the weighted
average number of basic and diluted shares of common stock outstanding. 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.

12.  SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOWS

The  Company  paid interest of $2,084 and $0 during the three months ended March
31,  2004 and 2003, respectively. The Company paid income taxes of $0 during the
three  months  ended  March  31,  2004  and  2003,  respectively.

13.  ACQUISITION  OF  DEL  MAR  SYSTEMS  INTERNATIONAL,  INC.

Pursuant  to  an  acquisition  agreement,  the  Company  acquired  100%  of  the
outstanding  shares of San Diego area-based telecommunication solutions firm Del
Mar  Systems International, Inc. on March 1, 2004 for $1 million structured as a
(i)  $500,000  12  month  5% Note consisting of 12 equal monthly installments of
$42,804  and  (ii) $500,000 in 130,549 shares of the Company's restricted common
stock.  The  pro  forma  information  including  the  operations  of DMSI is not
available  for  the  three  months  ended March 31, 2004, and for the year ended
December  31,  2003,  as  they  are  in  the  process  of  being  compiled.

                                    F-25

     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                                   DISCLOSURE

On  April  29,  2004,  our  Board of Directors dismissed  Kabani & Company, Inc.
as  our independent accountants  and  appointed  the  firm  of  Rose,  Snyder  &
Jacobs,  to serve as our independent  public  accountants  for  the  fiscal year
ending  December  31,  2004.

Kabani  &  Company's  report  on  our  consolidated financial statements for the
fiscal  years  ended  December 31, 2003 and December 31, 2002 did not contain an
adverse  opinion  or  disclaimer  of opinion, or was modified as to uncertainty,
audit  scope or accounting principles, however, they were modified to include an
explanatory  paragraph  wherein  they  expressed  substantial  doubt  about  our
ability  to  continue  as  a  going  concern.

During  the  years ended December 31, 2003 and 2002 and through the date hereof,
there  were  no  disagreements with Kabani & Company on any matter of accounting
principles  or  practices,  financial statement disclosure, or auditing scope or
procedure  which, if not resolved to Kabani & Company's satisfaction, would have
caused  them  to  make  reference to the subject matter of such disagreements in
connection  with their report on our consolidated financial statements for  such
years.

During  the  years ended December 31, 2003 and 2002 and through the date hereof,
we  did  not  consult  with  Rose,  Snyder  &  Jacobs  with  respect  to  the
application  of  accounting  principles  to  a  specified  transaction,  either
completed  or  proposed,  or the type of audit opinion that might be rendered on
our  financial  statements.


                                        64