UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 11, 2005

                           NETWORK INSTALLATION CORP.

             (Exact name of registrant as specified in its charter)

       NEVADA                    0-25499                 88-0390360
       -------                   -------                 ----------
(State  or  jurisdiction    (Commission File Number)  (I.R.S.  Employer
of  incorporation  or                                     Identification
organization                                                     No.)

                         15235 Alton Parkway, Suite 200
                                Irvine, CA 92618
                   --------------------------------------------------
               (Address  of  principal  executive  offices)  (Zip  Code)


Registrant's  telephone  number,  including  area  code:  (949)  753-7551

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

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act  (17  CFR  240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act  (17  CFR  240.13e-4(c))

ITEM  4.01  CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

On  February 11, 2005, our Board of Directors dismissed Rose, Snyder & Jacobs as
our  principal  accountant.  The  Board  had  appointed Rose, Snyder & Jacobs on
April  29,  2004.

On  the  same  date, the Board of Directors appointed the firm Michael Johnson &
Co.,  LLC  to  serve  as  our independent public accountants for the fiscal year
ending December 31, 2004. The decision to change accountants was recommended and
approved  by  the  Board  of  Directors.

From  April  29,  2004 through the date hereof, there were no disagreements with
Rose,  Snyder  &  Jacobs  on  any  matter of accounting principles or practices,
financial  statement  disclosure,  or  auditing scope or procedure which, if not
resolved  to Rose, Snyder & Jacobs' 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  year.

We  provided Rose, Snyder & Jacobs with a copy of the foregoing disclosures.  On
February  18,  2005,  we  received  the  letter  filed  as  Exhibit  16.1.

During  the year ended December 31, 2003 and through the date hereof, we did not
consult  with  Michael  Johnson  &  Co.,  LLC 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.

ITEM  9.01  FINANCIAL  STATEMENTS  AND  EXHIBITS

(c)  Exhibits:

16.1     Letter  from  Rose,  Snyder  &  Jacobs  dated  February  18,  2005


                                    SIGNATURE

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

                           NETWORK INSTALLATION CORP.
                           --------------------------
                                   REGISTRANT



    Date:  February  18,  2005       By:/s/  Michael  Cummings
                                     -------------------------
                                     Michael  Cummings
                                     Chief  Executive  Officer