UNITED STATES

                        SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2004
                        Commission file number 000-25499

                        NETWORK INSTALLATION CORPORATION
                        --------------------------------

        (Exact name of small business issuer as specified in its charter)


                 Nevada                          88-0390360
          --------------------            -----------------------
       State or other jurisdiction of           (IRS Employer
       Incorporation  or organization        Identification Number)


           Irvine, CA                                       92618
---------------------------------------              -------------------
(Address of principal executive offices)                (Zip Code)

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

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.

Yes  [X]  No  [  ]

State the number of shares outstanding of each of the Issuer's classes of common
equity,  as  of  the  latest  practicable  date:

As  of  November  1,  2004,  the Issuer had outstanding 23,161,490 shares of its
common  stock,  $0.001  par  value.

TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT  (CHECK  ONE)  YES  [ ] NO [X]

                         PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                       NETWORK  INSTALLATION  CORP.
                   (Formerly,  Flexxtech  Corporation)
                      CONSOLIDATED  BALANCE  SHEET

<S>                                                              <C>
                                                                 Unaudited
                                                                 Three Months
                                                                   Ended
                                                                  Sept 30,
                                                                    2004
                                                                  ----------

ASSETS
Current Assets:
               Cash and cash equivalents . . . . . . . . . . . .  $  239,240
               Accounts receivable, net of allowance for
                  doubtful accounts of $95,486 . . . . . . . . . .   788,065
               Prepaid Consulting Services. . . . . . . . . . . . .  685,750
                                                                  ----------
                                                                   1,713,055


Property and Equipment, net. . . . . . . . . . . . . . . . . . .       6,844
Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . .       42,302
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,000,000
                                                                   ---------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .  $2,762,201
                                                                   =========

  LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
               Accounts payable and accrued expenses . . . . . .  $1,524,009
               Loans payable . . . . . . . . . . . . . . . . . .     240,085
               Loans payable related parties . . . . . . . . . .     139,180
                                                                   ---------
       Total Current Liabilities . . . . . . . . . . . . . . . .   1,903,274


Long-term Liabilities:
               Convertible debt. . . . . . . . . . . . . . . . .   1,072,073

STOCKHOLDERS' DEFICIT
        Common stock, authorized 100,000,000 shares at $.001 par
              value, issued and outstanding 23,161,490 shares. .      23,362
         Additional paid in capital. . . . . . . . . . . . . . .   6,771,263
         Shares to be issued . . . . . . . . . . . . . . . . . .     116,249
         Accumulated deficit . . . . . . . . . . . . . . . . . .  (7,124,020)
                                                                   ---------
             Total Stockholders' Deficit . . . . . . . . . . . .     213,146
                                                                   ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . . .  $2,762,201
                                                                   =========

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL PART OF THESE UNAUDITED CONSOLIDATED
FINANCIAL  STATEMENTS

</TABLE>

<TABLE>
<CAPTION>
                                               NETWORK  INSTALLATION  CORP.
                                             CONSOLIDATED  STATEMENTS  OF
                                                     OPERATIONS
                                                     (Unaudited)

<S>                                                   <C>               <C>               <C>           <C>
                                                             Three Month Periods             Nine Month Period
                                                             Ended September 30,            Ended September 30,
                                                             2004              2003           2004          2003
                                                      ----------------  ----------------  ------------  ------------
Net revenue. . . . . . . . . . . . . . . . . . . . .   $      760,835   $       444,736   $ 2,000,762    $ 1,199,680

Cost of revenue. . . . . . . . . . . . . . . . . . .          374,335           358,131     1,041,646        916,244
                                                      ----------------  ----------------  ------------  ------------
Gross profit . . . . . . . . . . . . . . . . . . . .          386,500            86,605       959,116        283,409

Operating Expenses . . . . . . . . . . . . . . . . .          816,042         1,332,236     2,298,866      1,823,409
                                                      ----------------  ----------------  ------------  ------------
Loss from operations . . . . . . . . . . . . . . . .         (429,542)       (1,245,631)   (1,339,750)    (1,539,973)

Other income (expense)
    Interest income. . . . . . . . . . . . . . . . .            1,860                 -         3,210          1,320
    Loss on conversion of debenture. . . . . . . . .                -           (59,740)            -        (59,740)
    Interest expense . . . . . . . . . . . . . . . .         (119,425)       (1,214,533)     (320,640)    (1,216,981)
                                                      ----------------  ----------------  ------------  ------------
           Total other income (expense). . . . . . .         (117,565)       (1,274,533)     (317,430)    (1,276,721)
                                                      ----------------  ----------------  ------------  ------------

Loss from continuing operations before
  income taxes . . . . . . . . . . . . . . . . . . .         (547,107)       (2,520,164)  (1,657,180)     (2,816,964)

Provision of Income tax. . . . . . . . . . . . . . .                -                -              -            800
                                                      ----------------  ----------------  ------------  ------------
Loss from continuing operations. . . . . . . . . . .                         (2,520,164)                  (2,817,494)


Net loss . . . . . . . . . . . . . . . . . . . . . .         (547,107)  $    (2,520,164)   (1,657,180)   $(2,817,494)
                                                      ================  ================  ============  ============
Basic and diluted net loss per share:*

Basic and diluted loss per share from continuing
operations . . . . . . . . . . . . . . . . . . . . .             (.02)  $         (0.12)          (.15)  $     (0.27)
                                                      ----------------  ----------------  ------------  ------------

Basic and diluted loss per share from discontinued
 operations. . . . . . . . . . . . . . . . . . . . .                -   $          0.00              -   $      0.00
                                                      ----------------  ----------------  ------------  ------------

Basic and diluted loss per share . . . . . . . . . .              (.02) $         (0.12)         (.15)  $     (0.27)
                                                      ================  ================  ============  ============

Basic and diluted weighted average shares
outstanding. . . . . . . . . . . . . . . . . . . . .        23,168,012       22,255,024     23,610,540    18,641,574
                                                      ================  ================  ============  ============

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

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL PART OF THESE UNAUDITED CONSOLIDATED FINANCIAL  STATEMENTS

</TABLE>

<TABLE>
<CAPTION>


                                          NETWORK INSTALLATION CORP.
                                       (FORMERLY, FLEXXTECH CORPORATION)
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2004 AND 2003
                                                  (UNAUDITED)
                                                  (RESTATED)

<S>                                                                                     <C>             <C>
                                                                                         2004               2,003
                                                                                        -------------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,657,180)      (2,817,494)
Adjustments to reconcile net loss to cash provided by (used in)
operating activities
      Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . .    107,883            2,523
      Issuance of stocks for consulting services, compensation & interest . . . . . . .    195,000        2,089,250
      Options granted for compensation. . . . . . . . . . . . . . . . . . . . . . . . .          -            6,987
      Loss on settlement of debt. . . . . . . . . . . . . . . . . . . . . . . . . . . .          -           59,740
      Beneficial conversion feature of debentures. . . . . . . . . . . . . . . . . . . .   207,625                -
      (Increase) / decrease in current assets
            Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (434,946)        (337,763)
            Work In Progress. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    200,000                -
            Prepaid Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (644,500)           3,775
             Deposits & other assets. . . . . . . . . . . . . . . . . . . . . . . . . .    (40,013)            (969)
      Increase /(decrease) in current liabilities
            Accrued expenses & accounts payable . . . . . . . . . . . . . . . . . . . .     59,722          537,229
            Deferred Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (280,924)               -
                                                                                        ----------        -----------
           NET CASH PROVIDED BY (USED IN) OPERATING
                  ACTIVITIES FROM CONTINUED OPERATIONS. . . . . . . . . . . . . . . . . (2,287,333)        (460,497)
                                                                                         ----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
           Cash received in acquisition of subsidiary . . . . . . . . . . . . . . . . .      3,233              667
                                                                                         -----------      -----------
           NET CASH PROVIDED BY INVESTING ACTIVITIES. . . . . . . . . . . . . . . . . .      3,233              667

CASH FLOWS FROM FINANCING ACTIVITIES
          Payments to factor. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       14,056                -
          Proceeds from issuance of shares . . . . . . . . . . . . . . . . . . . . . .   2,235,000                -
          Proceeds from borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . .    871,989          336,150
          Payments of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (563,794)         (98,901)
                                                                                        -----------       -----------
          NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . . . . . . . . . . .  2,529,139          443,178
                                                                                        -----------       -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . .     238,573          (16,652)

CASH AND CASH EQUIVALENTS -BEGINNING. . . . . . . . . . . . . . . . . . . . . . . . . .        667           17,319
                                                                                         ----------       ----------

CASH AND CASH EQUIVALENTS -ENDING . . . . . . . . . . . . . . . . . . . . . . . . . . .    239,240              667
                                                                                        ===========       ===========
The accompanying notes are an integral part of these consolidated financial statements
</TABLE>

                     NETWORK INSTALLATION CORP. & SUBSIDIARY
                        (Formerly, Flexxtech Corporation)
              NOTES TO UNAUDITED 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 stern 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  period  ended  September 30, 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  Network Installation Corp. and Flexxtech for the nine months ended
September  30, 2004, and the results of DMSI from the date of acquisition, March
1,  2004 through September 30, 2004. The historical results for the three months
ended  September  30,  2003  include  Network  Installation  Corp  and  NIC.

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 $0 and $280,924 at September 30, 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  September  30,  2004.

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.

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 September 30, 2004 and 2003, as substantially all of the Company's
operations  are  conducted  in  one  industry  segment.

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
$7,124,020,  is  generating losses from operations, and has a negative cash flow
from  operations. 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:

<TABLE>
<CAPTION>
<S>               <C>
                  September 30,
                           2004
                     ----------
Accounts payable. .  $  558,974
Payroll tax payable     290,801
Litigation accrual.     384,522
Accrued expenses. .     289,712
                     ----------

                     $1,524,009
                     ==========
</TABLE>


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
September  30,  2004  is  $211,369.

The Company has an unsecured, non-interest bearing note for $12,532 due November
2005.  The  Company  also  has  a  $16,184 non-interest bearing  loan payable by
September  30,  2005.

6.  RELATED  PARTY  TRANSACTIONS

RELATED  PARTY  NOTES  PAYABLE  -  CURRENT
------------------------------------------


During  the  three  months  ended September 30, 2004, the Company had unsecured,
non-interest bearing notes for $139,180 due to an officer. Payments on the notes
are  unscheduled.


CONVERTIBLE  DEBENTURES  -  RELATED  PARTIES
--------------------------------------------

During the three months ended September 30, 2004, the Company issued $240,000 in
debentures  to  a  major  shareholder  of the Company. These debentures carry an
interest  rate  of  8%  per annum, due in April 2009.  The Holder is entitled to
convert  the  face  amount  of  the  Debentures,  plus accrued interest, anytime
following  the  Closing Date, 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 closing bid prices for the twenty  trading days immediately preceding the
Closing  Date.  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 September 30, 2004 was recorded in
the  amount  of  $12,500.  The  debentures  issued during the three months ended
September  30,  2004  had  a  discount  of $40,000 of which $108 was recorded as
interest  expense.   During  the three months ended September 30, 2004, $999 was
recorded  as  an  interest  expense.  In  connection  with the issuance of these
debentures,  the Company issued  a warrant to purchase 200,000 additional shares
of  common  stock  at  $1.75 per share.  The value of the warrants, $56,141, was
recorded  as  an  increase  to  additional  paid  in capital and additional debt
discount of which $156 was amortized during the three months ended September 30,
2004

During the three months ended September 30, 2004, the Company repaid $107,382 of
convertible  debt  and paid a Redemption Premium of $37,370 for repayment of the
convertible  debt.

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.

8.  COMMITMENTS  &  CONTINGENCIES

LITIGATION
----------

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 Insulectro Corp., a vendor of the Company's former
subsidiary,  North Texas Circuit Board. Management believes that the Company was
never issued proper service of process for the complaint. In addition, on August
20,  2002,  the  Company  sold  North Texas Circuit Board to BC Electronics Inc.
Pursuant  to  terms  of the share purchase agreement, BC Electronics assumed all
liabilities  of North Texas Circuit Board. In December 2003, the Company filed a
motion  to  vacate  the judgment for lack of personal service. In February 2004,
the  Court  ruled  in the Company's favor and the judgment was vacated. Although
the  Company  was  the  guarantor  on the loan, North Texas Circuit Board is the
principal  debtor  and  (i)  the  Company  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
management  believes may absolve the Company of liability. In February 2004, the
plaintiff  re-filed  the  complaint.  Management plans to vigorously defend this
action.

On  April  29,  2003,  Arman  Moheban brought a suit against the Company and its
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 the Company is delinquent in its
repayment  of  a  $20,000  promissory  note.  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.  The  plaintiff  has received all installments and on
October  15,  2004  the  Court  entered  a  dismissal  of  the  case.

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 the implication of these litigations will, including
those  discussed  above,  have  a  material  impact  on  the Company's financial
statements.

9.  STOCKHOLDERS'  EQUITY

STOCK  SPLIT
------------

On  September  20,  2004, the Company announced a 2 for 1 forward stock split of
its  common  stock.  The  Company's  authorized  shares  remain  the  same.  The
financial  statements  have  been  retroactively restated for the effects of the
stock  splits.

EQUITY
------

During  the  three  months  ended March 31, 2004, the Company made the following
issuance  of  common  stock.

The  Company  issued  130,549 shares  of common stock valued at $500,000 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  $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 services
rendered  valued  at  $195,000.

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

During  the  three  months ended June 30, 2004, the Company issued $2,235,000 of
common  stock  as  follows  pursuant  to  a  Private  Placement  Memorandum:


<TABLE>
<CAPTION>

<S>                                <C>
Jared  Shaw  &  Candance  Shaw     16,667
Northbar  Capital                   8,333
Camille  Henry                      8,333
Luca  Minna                         8,333
Professional  Traders  Fund        66,667
David  Fisher                      16,667
Wexford/Charles  Mangione  IRA     16,667
William  Ballay                     8,333
Gryphon  Master  Fund  LP          83,333
Henry  Robertelli                   5,000
Generic  Trading                   16,667
Rock  II  LLC                      40,000
Spectra  Capital  MGMT             66,667
Otape  Investments  LLC            33,333
SRG  Investments  LLC              66,667
Mark  M.  Mathes                   50,000
Robert  Gayner                     66,667
Cammad                             33,333
John  Wykoff                       66,667
David  Wykoff                      66,667
</TABLE>


During  the  three  months ended June 30, 2004, the Company issued 35,000 shares
pursuant  to  a  restructuring  agreement  effective  in  April  2003.

During  the  three  months  ended  June  30,  2004, our Chief Executive Officer,
Michael  Cummings,  retired  2,002,000  share  of  our  common  stock.

Another  182,500  shares  of  common  stock were retired during the three months
ended  June  20,  2004  by  various investors in accordance with a restructuring
agreement  consummated  by  the  Company  in  April  2003.

During  the  three  months  ended September 30, 2004, the Company issued 200,000
shares  pursuant  to  a consulting agreement with Pacific Shore Investments, LLC
effective  in  August  2004.  The  value  of  the  shares  was  $68,750.

10.  BASIC  AND  DILUTED  NET  LOSS  PER  SHARE

Basic  and diluted net loss per share for the three-month period ended September
30,  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. The weighted
average  was  retroactively  restated  to  consider  the  stock  split

11.  SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOWS

The  Company  paid  interest  of  $20,800  and  $0 during the three months ended
September  30,  2004 and 2003, respectively. The Company paid income taxes of $0
during  the  three  months  ended  September  30,  2004  and 2003.

12.  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 September 30, 2004, and for the year ended
December  31,  2003,  as  they  are  in  the  process  of  being  compiled.


ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

The following discussion and analysis compares our results of operations for the
three and nine months ended September 30, 2004 to the same periods in 2003. This
discussion  and  analysis  should  be  read in conjunction with our consolidated
condensed  financial  statements and related notes thereto included elsewhere in
this  report  and  our  Form  10-KSB  for  the  year  ended  December  31, 2003.

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  Report  on  Form  10-QSB  contains  forward-looking statements, including,
without  limitation, statements concerning possible or assumed future results of
operations  and  those  preceded  by,  followed  by  or  that  include the words
"believes," "could," "expects," "intends" "anticipates," or similar expressions.
Our  actual  results  could  differ  materially  from  these  anticipated in the
forward-looking statements for many reasons including the risks described in our
10-KSB  for  the  period  ended  December 31, 2003 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.

OVERVIEW

We  provide  communications  solutions  including  design,  installation  and
deployment  of  data,  voice and video networks as well as wireless networks and
Wi-Fi.  Through our wholly-owned subsidiary Del Mar Systems International, Inc.,
we  also  provide  integrated  telecommunications solutions including Voice over
Internet  Protocol  (VoIP)  applications.  Our  customers  include  Fortune 1000
companies,  government  agencies,  municipalities,  educational  facilities  for
grades  K  through  12,  universities  and  multiple  property  owners.

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.  Our  actual results may  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 (AICPA) Statement of Position (SOP) 81-1, Accounting for Performance
of  Construction-Type  and  Certain  Production-Type  Contracts.  Revenues  from
installations, cabling and networking contacts are recognized when the contracts
are  completed.  The completed-contract method is used because the contracts are
short-term  in duration or 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 (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.

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

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

We  expense  advertising  costs  as  incurred.

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

GOING  CONCERN  OPINION

Our  audited  financial  statements  for  the  quarter  ended September 30, 2004
reflect a net  loss  of  $(547,107).  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 are raising capital through convertible debentures.
We  believe  this  will  generate  the  additional  cash  required  to  fund our
operations  and  allow  us  to  meet  our  obligations.


THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AS COMPARED TO THE THREE AND NINE
MONTHS  ENDED  SEPTEMBER  30,  2003


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

We  had  net  revenues  of $760,835 and $2,000,762 for the three and nine months
ended  September  30, 2004, respectively, as compared to $444,736 and $1,119,680
for  the  three  and  nine  months ended September 30, 2003, respectively.   The
increase  in  net  revenues  for the three and nine month periods ended  2004 as
compared  to  the same periods ended 2003, was primarily due to the  increase in
sales  orders  from  our marketing efforts due the opening of new sales offices.

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

We  incurred  Cost  of  Revenue of $374,335 and 1,041,646 for the three and nine
month  period ended September 30, 2004, respectively as compared to $368,131 and
$916,244 for  the  three  and  nine  month  period ended September 30, 2003. The
increase  in Cost of Revenue  for the three and nine month periods ended 2004 as
compared  to  the  same periods ended 2003, is due the increase in the number of
project  orders  and  the  accompanying  supplies  and  labor  expense for those
projects.

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

We  incurred  costs  of  $816,042  and  $2,298,866  for the three and nine month
periods  ended  September  30, 2004 as compared to $1,332,236 and $1,539,973 for
the  three  month and nine month periods ended September 30, 2003, respectively.
The  decrease  in  Operating Expenses for the three month period ended September
30,  2004 as compared to the same period ended 2003 was due to a decrease in the
issuance  of  our  common stock as an incentive for investments into the Company
amount to $1,199,700. The selling, general and administrative expenses increased
for  the  three  months  ended September 30, 2004 as compared to the same period
ended  September  30,  2004,,  but  the  increase  in  selling,  general  and
administrative costs was offset by the decrease in stock issuances. The increase
in  Operating  Expenses for the nine months ended September 30, 2004 as compared
to  the same period ended 2003, was due to an increase in our marketing expenses
due  to  the  opening  of  additional  sales  offices.

LOSS FROM OPERATIONS
----------------------

We  had  a loss from operations of ($429,542) and ($1,339,750) for the three and
nine  month  period  ended  September  30,  2004,  as  compared  to  a  loss  of
($1,245,631)  and  ($1,539,973)  for  the  three  and  nine  month periods ended
September  30,  2003. The decrease in net loss from operations for the three and
nine month periods ended 2004 as compared to the same periods ended 2003, is due
to  a  reduction  in  common  stock  issuances  for  consulting  services and an
increase  in  profit  margins  for  projects  completed.

NET LOSS
---------

We  had  a  net loss of ($547,107) and ($1,657,180) for the three and nine month
periods  ended  September 30, 2004 as compared to a net loss of ($2,520,164) and
($2,817,494)  for  the  three  and nine  month periods ended September 30, 2003.

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

Our  basic  and  diluted loss per share for the quarter ended September 30, 2004
was  $(0.02)  as  compared  to $(0.12) for the quarter ended September 30, 2003.

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

We  must  continue  to  raise  capital to fulfill our business plan of acquiring
companies  and  developing those companies internally. If we are unable to raise
additional  capital,  we  may  not  be able to make further acquisitions and our
operations  may  be  curtailed. As of September 30, 2004, we had Total Assets of
$2,762,201  and  Current  Liabilities  of $1,903,274 . Cash and cash equivalents
were $239,240 at September 30, 2004  compared to $667 at September 30, 2003. Our
Stockholder's  Deficit  at  September  30,  2004  was  $(213,146).

We had a net usage of cash due to operating activities for the nine months ended
September  30,  2004  and 2003 of $2,287,333 and $(460,497) respectively. We had
net cash provided by financing activities of $2,529,139 and $443,178 in the nine
month period ended September 30, 2004 and 2003, respectively. The reason for the
increase  in the current period for financing activities was the increase in the
issuance  of  shares due to a private placement as compared to the corresponding
period last year. We had $871,989 from borrowings in the nine month period ended
September  30,  2004  as  compared  to $336,150 in the corresponding period last
year.  The  proceeds  from borrowings during the nine months ended September 30,
2004  consisted  primarily  of  convertible  debenture financing. The additional
financing  in  2004 was provided to support our continued domestic expansion and
in  particular  our  saleforce.  Currently,  our cash needs include, but are not
limited  to  operations  and  future  acquisitions.

CAPITAL  COMMITMENTS
--------------------

Before  we  acquired  Network  Installation,  Network  Installation  issued   an
unsecured  note  with  an  initial  balance  of $47,500,   bearing  an  interest
rate  of  prime  plus 3.25%. The note was  payable  through  a revolving line of
credit, which commenced on November 6, 2001,  the date  the note was issued, and
expired  three  years  following  the note date.  Network Installation agreed to
pay  a  total  of  36  payments  of  interest  only  on  the  disbursed  balance
beginning  one  month  from  the  note  date  and  every  month thereafter.  The
note  is  guaranteed  by  our  officer  and  shareholder.

As  a  result  of  our  acquisition  of  Network  Installation,  Network
Installation  defaulted  on  this  note,  since  the note prohibited a change of
ownership  of over 25% of Network Installation's common stock  outstanding.  The
entire  principal  amount  became  due  upon default and the revolving  line  of
credit  is  no longer available to us. We are in the process of  making  payment
arrangements  with  the  financing  institution.  The  amount  outstanding  at
September  30,  2004  was  $16,184.

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 $42,804 per month toward the balance,
maturing  in  April  2005.  The  balance  outstanding  September  30,  2004  was
$211,369.

As  of July 22, 2004, a portion of the convertible debentures issued to Dutchess
Fund  and  Dutchess  Private  Equities Fund, II, collectively require us to make
interest  payments. We made interest payments beginning on April 25, 2004, in an
amount  equal  to  an  aggregate  of  $3,500,  in  cash,  to  the holder for the
debentures  on March 31, 2004, April 8, 2004 and April 13, 2004. Each subsequent
payment  thereafter  is  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  five  years  from  their  respective  dates  of
issuance.

We  have  an  unsecured, non-interest bearing promissory note for $46,489 due to
our  Chief  Executive  Officer,  Michael  Cummings,  on  July  30,  2005.

We  have  an  unsecured, non-interest bearing promissory note for $87,691 due to
our  Chief  Executive  Officer,  Michael  Cummings,  on  June  15,  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 September
30,  2004,  we  made  payments totaling $22,400.  The plaintiff has received all
installments  and on October 15, 2004 the Court entered a dismissal of the case.

On  June  29,  2004, we entered into a lease agreement with Alton Plaza Property
Inc.  for  an  office located at 15235 Alton Parkway, Suite 200, Irvine, CA. Our
rent  is  approximately  $12,430  and  our  lease  runs  for  51  months.

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
$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 $596 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
$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  $260  per  month.

We  executed  an  employment  agreement  with  our  Chief  Executive  Officer,
Michael Cummings,  on  May  23, 2004, in which  we agreed to pay  Mr. Cummings a
gross  salary  of $16,000 per month and 5% of our adjusted  net  profits  for  a
one-year  period  ending  on  May  23,  2005.

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

During  the three months ended September 30, 2004, we issued $240,000 debentures
to a major shareholder. These debentures carry an interest rate of 8% per annum,
due  in  April  2009.  The  Holder is entitled to convert the face amount of the
Debentures,  plus  accrued  interest, anytime following the Closing Date, 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 closing bid prices for the
twenty  trading  days  immediately  preceding  the  Closing  Date. 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 September 30, 2004 has been recorded in the amount of $12,500.
The  debentures  issued  during  the  three months ended September 30, 2004 were
issued  with  a  discount  of  $40,000  of  which  $108 was recorded as interest
expense.   During  the  three months ended September 30, 2004, $999 was recorded
as  an  interest expense.  In connection with the issuance of the debentures, we
issued  a warrant to purchase 200,000 additional shares of common stock at $1.75
per  share.  The  value of the warrants, $56,141, was recorded as an increase to
additional  paid  in  capital,  and  additional debt discount, of which $156 was
amortized  during  the  quarter  ended  September  30,  2004.

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

As  of  September  30,  2004,  we  had  two  wholly-owned  subsidiaries, Network
Installation  Corp.  and  Del  Mar  Systems  International,  Inc.

ITEM  3.  CONTROLS  AND  PROCEDURES

Evaluation  of  disclosure  controls  and  procedures.  Our management, with the
participation  of  our  principal  executive  officer  and  principal  financial
officer,  has  evaluated  the  effectiveness  of the design and operation of our
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under  the  Securities  Exchange  Act  of 1934, as amended) as of the end of the
period  covered  by  this  Quarterly  Report  on  Form  10-QSB.  Based  on  this
evaluation,  our  principal  executive  officer  and principal financial officer
concluded  that  these  disclosure  controls  and  procedures  are effective and
designed  to ensure that the information required to be disclosed in our reports
filed  or  submitted  under  the  Securities  Exchange  Act of 1934 is recorded,
processed,  summarized  and  reported  within  the  requisite  time  periods.

Changes  in  internal controls. There was no change in our internal control over
financial  reporting  (as  defined  in  Rules  13a-15(f) and 15d-15(f) under the
Securities  Exchange  Act  of  1934,  as  amended) that occurred during our last
fiscal  quarter  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect,  our  internal  control  over  financial  reporting.

                           PART II - OTHER INFORMATION

ITEM  1.  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 are 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.  We  plan  to  vigorously  defend  this  action.

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. The plaintiff has received all
installments and on October 15, 2004, the Court entered a dismissal of the case.

We  may  be  involved in litigation, negotiation and settlement matters that may
occur  in our day-to-day operations. Management does not believe the implication
of  these  litigations  will,  including  those discussed above, have a material
impact  on  our  financial  statements.

ITEM  2.  Unregistered  Sales  of  Equity  Securities

During  the  three  months  ended  September  30,  2004,  we  issued $240,000 in
debentures to a major shareholder. These debentures carry an interest rate of 8%
per  annum, due in April 2009. The Holder is entitled to convert the face amount
of the Debentures, plus accrued interest, anytime following the Closing Date, 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 closing bid prices for the
twenty trading days immediately preceding the Closing Date. 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  September  30,  2004  has  been  recorded  in  the amount of $12,500. The
debentures  issued  during the three months ended September 30, 2004 were issued
with  a  discount  of  $40,000  of  which $108 was recorded as interest expense.
During  the  three  months  ended  September  30,  2004, $999 was recorded as an
interest expense. In connection with the issuance of the debentures, we issued a
warrant  to  purchase  200,000  additional  shares  of common stock at $1.75 per
share.  The  value  of  the  warrants,  $56,141,  was recorded as an increase to
additional  paid  in  capital,  and  additional debt discount, of which $156 was
amortized  during  the  quarter  ended  September  30,  2004.

With respect to the issuance of the securities described above, we relied on the
Section  4(2)  and/or  4(6)  exemptions  from  securities registration under the
federal  securities  laws for transactions not involving any public offering. No
advertising  or  general  solicitation  was employed in offering the shares. The
shares  were  sold  to sophisticated and/or accredited investors. The securities
were  offered  for investment purposes only and not for the purpose of resale or
distribution,  and  the  transfer  thereof  was  appropriately restricted by us.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

NOT  APPLICABLE.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

During  the  quarter  ended  September  30, 2004, our board of directors and the
holders of a majority of our outstanding common stock executed a written consent
in  favor  of  the  following  corporate  action:  (i)  To amend our Articles of
Incorporation  to  authorize the Board of Directors in its discretion, to effect
by  resolution, a forward split of the outstanding shares of common stock of the
Corporation,  with  the  ratio  to  be  selected and implemented by the Board of
Directors  in  its  sole  discretion  without  changing the number of authorized
shares  of  the  Corporation.  The  number  of votes cast for this amendment was
8,430,000.  On  September 20, 2004, we implemented a 2 for 1 forward stock split
for all common stock shareholders of record on that date and began trading under
the  new  ticker  symbol  "NWKI.OB."

ITEM  5.  OTHER  INFORMATION.

On  September  20,  2004,  we  announced  a  2  for  1 forward stock split to be
distributed  to  all  shareholders  of  record  as  of  September  20,  2004.

On  September 20, 2004 we also began trading under the new ticker symbol "NWKI".

ITEM  6.  EXHIBITS

Exhibit
Number  Description  of  Exhibit
--------------------------------

3.1  Articles  of Incorporation (filed as Exhibit 3.1 to the Registrant's Annual
     Report  on  Form  10-KSB  filed  on  March  5, 1999 and incorporated herein
     by reference).

3.2  By-laws  (filed  as  Exhibit  3.2 to the Registrant's Annual Report on Form
     10-SB  filed  on  March  5,  1999  and  incorporated  herein by reference).

3.3  Certificate  of  Amendment  to  the  Certificate of Incorporation (filed as
     Exhibit  4.1  to  the Registrant's Quarterly Report on Form 10-QSB filed on
     November  13,  2003  and  incorporated  herein  by  reference).

3.4  Certificate of Amendment of Articles of Incorporation (filed as Exhibit 3.3
     to  the  Registrant's Current Report on Form 8-K filed on November 29, 2000
     and  incorporated  herein  by  reference).

3.5  Certificate  of  Amendment  to  the  Certificate of Incorporation (filed as
     Exhibit  3.3 to the Registrant's Annual Report on Form 10KSB filed on April
     15,  2003  and  incorporated  herein  by  reference).

3.6  Certificate of Amendment of Articles of Incorporation (filed as Exhibit 3.2
     to  the  Registrant's Current Report on Form 8-K filed on November 29, 2000
     and  incorporated  herein  by  reference).

3.7  Amendment  to Bylaws of the Registrant, dated May 6, 1999 (filed as Exhibit
     3.2.2 to the Registrant's Form 10-SB filed on May 14, 1999 and incorporated
     herein  by  reference).

4.1  Warrant  101  issued  to C.C.R.I. Corp., dated September 29, 2003 (filed as
     Exhibit  4.1  to  the  Registrant's Form SB-2 filed on October 16, 2003 and
     incorporated  herein  by  reference).

4.2  Warrant  102  issued  to C.C.R.I. Corp., dated September 29, 2003 (filed as
     Exhibit  4.2  to  the  Registrant's Form SB-2 filed on October 16, 2003 and
     incorporated  herein  by  reference).

4.3  Convertible  Debenture  Exchange  Agreement  between  the  Registrant  and
     Dutchess  Private  Equities  Fund  LP,  dated  February  27, 2004 (filed as
     Exhibit 4.1 to the Registrant's Quarterly Report on Form 10QSB filed on May
     24,  2004  and  incorporated  herein  by  reference).

4.4  Form of Debenture between the Registrant and Dutchess Private Equities Fund
     LP, dated March 1, 2004 (filed as Exhibit 4.2 to the Registrant's Quarterly
     Report  on  Form  10QSB  filed  on  May 24, 2004 and incorporated herein by
     reference).

4.5  Form  of  Debenture  between  the  Registrant and Dutchess Private Equities
     Fund,  II,  L.P.,  dated  March  31,  2004  (filed  as  Exhibit  4.3 to the
     Registrant's  Quarterly  Report  on  Form  10QSB  filed on May 24, 2004 and
     incorporated  herein  by  reference).

4.6  Form  of  Warrant  dated  May  18,  2004  (filed  as  Exhibit  4.6  to  the
     Registrant's  SB-2  filed  on  July  27,  2004  and  incorporated herein by
     reference).

4.7  Form  of  Warrant  dated  May  26,  2004  (filed  as  Exhibit  4.7  to  the
     Registrant's  SB-2  filed  on  July  27,  2004  and  incorporated herein by
     Reference).

4.8  Convertible Debenture Agreement between the Registrant and Dutchess Private
     Equities  Fund  II,  dated  March  31,  2004.  (filed as Exhibit 4.3 to the
     Registrant's  Form  10-QSB  filed  on  Mary  24,  2004)

4.9  Convertible Debenture Agreement between the Registrant and Dutchess Private
     Equities  Fund  II,  dated  April  8,  2004.(filed as Exhibit 4.9 to the
     Registrant's  Form  10-QSB  filed  on  August 23,  2004)

4.10 Convertible Debenture Agreement between the Registrant and Dutchess Private
     Equities  Fund  II,  dated  April  13,  2004.(filed as Exhibit 4.10 to the
     Registrant's  Form  10-QSB  filed  on  August 23,  2004)

4.11 Convertible Debenture Agreement between the Registrant and Dutchess Private
     Equities  Fund  II,  dated  April  13,  2004.(filed herewith)

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

10.2 Reseller  Agreement  between  the Registrant and Vivato, Inc., dated August
     14,  2003  (filed  as Exhibit 10.1 to Registrant's Quarterly Report on Form
     10-QSB  dated  November  13,  2003  and  incorporated herein by reference).

10.3 Motorola  Reseller  Agreement  between  the  Registrant and Motorola, Inc.,
     dated  August 18, 2003 (filed as Exhibit 10.2 to the Registrant's Quarterly
     Report  on  Form  10-QSB dated November 13, 2003 and incorporated herein by
     reference).

10.4 Short  Term  Rental  Agreement  between the Registrant and Vidcon Solutions
     Group,  Inc.,  dated  February  5,  2003  (filed  as  Exhibit  10.3  to the
     Registrant's  Quarterly  Report  on Form 10-QSB dated November 13, 2003 and
     incorporated  herein  by  reference).

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

10.6 Premier  Reseller  Agreement  between  the  Registrant  and  Aruba Wireless
     Networks,  Inc.,  dated  January  29,  2004  (filed as Exhibit 10.10 to the
     Registrant's Form SB-2 filed on February 9, 2004 and incorporated herein by
     reference).

10.7 Consulting Agreement between the Registrant and Marketbyte, LLC, dated July
     24,  2003 (filed as Exhibit 10.8 to the Registrant's SB-2 filed on July 27,
     2004  and  incorporated  herein  by  reference).

10.8 Investor  Relations  Service  Agreement  between  the Registrant and Eclips
     Ventures  International,  dated  February 2, 2004 (filed as Exhibit 10.9 to
     the  Registrant's  SB-2  filed  on July 27, 2004 and incorporated herein by
     reference).

10.9 Mpartner  Independent  Agent  Agreement  between  the Registrant and Mpower
     Communications  Corp.,  dated March 23, 2004 (filed as Exhibit 10.10 to the
     Registrant's  SB-2  filed  on  July  27,  2004  and  incorporated herein by
     reference).

10.10  Sales  Agent  Agreement between the Registrant and PAETEC Communications,
     dated March 23, 2004 (filed as Exhibit 10.11 to the Registrant's SB-2 filed
     on  July  27,  2004  and  incorporated  herein  by  reference).

10.11  Qwest  Services  Corporation  Master Representative Agreement between the
     Registrant and Qwest Services Corp., dated March 23, 2004 (filed as Exhibit
     10.12  to  the  Registrant's  SB-2  filed on July 27, 2004 and incorporated
     herein  by  reference).

10.12  XO  Communications,  Inc.  Agent  Agreement between the Registrant and XO
     Communications,  Inc.,  dated  March 8, 2004 (filed as Exhibit 10.13 to the
     Registrant's  SB-2  filed  on  July  27,  2004  and  incorporated herein by
     reference).

10.13  Lease  Agreement-Las  Vegas location between the Registrant and HQ Global
     Workplaces,  dated  January  2,  2004  (filed  as  Exhibit  10.8  to  the
     Registrant's  SB-2  filed  on  July  27,  2004  and  incorporated herein by
     reference).

10.14  Lease Agreement-Los Angeles location between the Registrant and HQ Global
     Workplaces, dated March 1, 2004 (filed as Exhibit 10.15 to the Registrant's
     SB-2  filed  on  July  27,  2004  and  incorporated  herein  by reference).

10.15  Lease  Agreement-Gold River location between the Registrant and HQ Global
     Workplaces,  dated May 20, 2004 (filed as Exhibit 10.16 to the Registrant's
     SB-2  filed  on  July  27,  2004  and  incorporated  herein  by reference).

10.16  Lease  Agreement-Scottsdale location between the Registrant and HQ Global
     Workplaces,  dated June 1, 2004 (filed as Exhibit 10.17 to the Registrant's
     SB-2  filed  on  July  27,  2004  and  incorporated  herein  by reference).

10.17  Lease  Agreement-Seattle  location  between  the Registrant and HQ Global
     Workplaces,  dated June 1, 2004 (filed as Exhibit 10.18 to the Registrant's
     SB-2  filed  on  July  27,  2004  and  incorporated  herein  by reference).

10.18  Promissory Note Agreement between the Registrant and Stephen Pearson, for
     the  acquisition  of  Del  Mar Systems, Inc., dated March 1, 2004 (filed as
     Exhibit  10.19  to  the  Registrant's  SB-2  filed  on  July  27,  2004 and
     incorporated  herein  by  reference).

10.19 Promissory Note between the Registrant and Dutchess Private Equities Fund,
     dated  December  17,  2003 (filed as Exhibit 10.20 to the Registrant's SB-2
     filed  on  July  27,  2004  and  incorporated  herein  by  reference).

10.20 Promissory Note between the Registrant and Dutchess Private Equities Fund,
     dated  January  9,  2004  (filed  as Exhibit 10.21 to the Registrant's SB-2
     filed  on  July  27,  2004  and  incorporated  herein  by  reference).

10.21 Promissory Note between the Registrant and Dutchess Private Equities Fund,
     dated  February  2,  2004  (filed as Exhibit 10.22 to the Registrant's SB-2
     filed  on  July  27,  2004  and  incorporated  herein  by  reference).

10.22 Promissory Note between the Registrant and Dutchess Private Equities Fund,
     dated  February  5,  2004  (filed as Exhibit 10.23 to the Registrant's SB-2
     filed  on  July  27,  2004  and  incorporated  herein  by  reference).

10.23  Employment  Agreement  between the Registrant and Michael Cummings, dated
     May 16, 2004 (filed as Exhibit 10.24 to the Registrant's SB-2 filed on July
     27,  2004  and  incorporated  herein  by  reference).

10.24  Employment  Agreement between the Registrant and Robert W. Barnett, dated
     January  19, 2004 (filed as Exhibit 10.25 to the Registrant's SB-2 filed on
     July  27,  2004  and  incorporated  herein  by  reference).

10.25  Promissory  Note  between  the  Registrant  and  Michael  Cummings, dated
     December 30, 2003 (filed as Exhibit 10.26 to the Registrant's SB-2 filed on
     July  27,  2004  and  incorporated  herein  by  reference).

10.26  Promissory  Note between the Registrant and Michael Cummings, dated March
     15, 2004 (filed as Exhibit 10.27 to the Registrant's SB-2 filed on July 27,
     2004  and  incorporated  herein  by  reference).

10.27  Territory  License  Agreement  between  the  Registrant  and  5G Wireless
     Communications,  Inc., dated  February  2004 (filed as Exhibit 10.27 to the
     Registrant's  Form  10-QSB  filed  on  August 23,  2004).

10.28  Lease  Agreement  between  the Registrant and Alton Plaza Property, Inc.,
     dated  June  29,  2004. (filed as Exhibit 10.28 to the Registrant's Form
     10-QSB filed on August 23, 2004).

31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the
     Sarbanes-Oxley  Act  of  2002.

31.2  Certification  of  the Interim Chief Financial Officer pursuant to Section
     302  of  the  Sarbanes-Oxley  Act  of  2002.

32.1  Certification  of  Officers pursuant to 18 U.S.C. Section 1350, as adopted
     pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.


                                   SIGNATURES

In  accordance  with  the  requirements  of the Exchange Act, the Registrant has
caused  this report to be signed on its behalf by the undersigned, hereunto duly
authorized.



Date:  November  22,  2004        Network  Installation  Corp.

                                  /s/  Michael  Cummings
                                  -----------------------
                                 Michael  Cummings,  Chief
                                 Executive  Officer


Dated:  November  22,  2004
                                /s/  Michael  Novielli
                                -----------------
                                Michael  Novielli,  Interim  Chief
                                Financial  Officer and Principal
                                Accounting Officer