UNITED  STATES
                     SECURITIES  AND  EXCHANGE  COMMISSION


                              Washington, D.C. 20549

                                   FORM 10-QSB
                                   (Mark One)

    [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                  For the quarterly period ended June 30, 2005

                                       OR

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

        For the transition period from ___________________ to __________

                        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)


  15235 Alton Parkway, Suite 200, 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  Issuer  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  July  28,  2005  there were 16,545,505 shares of Common Stock issued and
outstanding,  $0.001  par  value.


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


                   NETWORK INSTALLATION CORP. AND SUBSIDIARIES
                                TABLE OF CONTENTS


               Page
               ----
Part  I  -  Financial  Information
----------------------------------

  Item  1  -  Financial  Statements.
  ----------------------------------
  Consolidated  Balance  Sheet  as  of  June  30,  2005                        2
  -----------------------------------------------------
  Consolidated  Statements  of  Operations  for  the  Three  and  Six          3
      Months  Ended  June  30,  2005  and  June  30,  2004
  ---------------------------------------------------------
  Consolidated  Statements  of  Cash  Flows  for  the  Nine  Months            3
      Ended  June  30,  2005  and  June  30,  2004
  -------------------------------------------------
  Consolidated  Stockholders'  Equity  (Deficit)  as  of  June  30, 2005       4
  ----------------------------------------------------------------------
  Report  on  Review  by  Independent  Public  Accountant                      5
  -------------------------------------------------------
  Notes  to  Consolidated  Financial  Statements                               6
  ----------------------------------------------
  Item  2  -  Management's  Discussion  and  Analysis  or  Plan of Operation. 11
  ---------------------------------------------------------------------------
  Item  3  -  Controls  and  Procedures.                                      14
  --------------------------------------

Part  II  -  Other  Information
-------------------------------

  Item  1  -  Legal  Proceedings.                                             14
  -------------------------------
  Item  2  -  Unregistered  Sales  of  Equity Securities and Use of Proceeds. 14
  ---------------------------------------------------------------------------
  Item  3  -  Defaults  Upon  Senior  Securities.                             15
  -----------------------------------------------
  Item  4  -  Submission  of  Matters  to  a  Vote  of  Security  Holders.    15
  ------------------------------------------------------------------------
  Item  5  -  Other  Information.                                             15
  -------------------------------
  Item  6  -  Exhibits  and  Reports  on  Form  8-K.                          15
  --------------------------------------------------

                          PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

                                        1

<TABLE>
<CAPTION>
                                 Network Installation Corp.
                                Consolidated Balance Sheets

<S>                                                            <C>            <C>

                                                                 June 30,      December 31,
                                                                   2005            2004
                                                               (Unaudited)
                                                               -------------  --------------
ASSETS

   Current Assets:
      Cash. . . . . . . . . . . . . . . . . . . . . . . . . .  $    408,900       $  1,732
      Accounts Receivable . . . . . . . . . . . . . . . . . .     1,054,830        500,833
      Allowance for Doubtful Accounts . . . . . . . . . . . .       (95,486)       (95,486)
      Inventory . . . . . . . . . . . . . . . . . . . . . . .       133,559              -
      Prepaid Expenses. . . . . . . . . . . . . . . . . . . .        17,187        595,812
                                                               -------------  --------------

         Total Current Assets . . . . . . . . . . . . . . . .     1,518,990      1,002,891
                                                               -------------  --------------

   Fixed Assets:
      Vehicles. . . . . . . . . . . . . . . . . . . . . . . .        48,515              -
      Equipment . . . . . . . . . . . . . . . . . . . . . . .        18,767              -
      Furniture and Fixtures. . . . . . . . . . . . . . . . .        46,098         46,098
                                                               -------------  --------------
                                                                    113,380         46,098
      Less: Accumulated Depreciation. . . . . . . . . . . . .       (48,454)        (9,937)
                                                               -------------  --------------

         Total Fixed Assets . . . . . . . . . . . . . . . . .        64,926         36,161
                                                               -------------  --------------

   Other Assets:
      Goodwill. . . . . . . . . . . . . . . . . . . . . . . .       628,614              -
      Security Deposits . . . . . . . . . . . . . . . . . . .        20,690         19,916
                                                               -------------  --------------

         Total Other Assets . . . . . . . . . . . . . . . . .       649,304         19,916
                                                               -------------  --------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . .  $  2,233,220     $1,058,968
                                                               =============  ==============


LIABILITIES AND STOCKHOLDERS' EQUITY

   Current Liabilities:
      Accounts Payable & Accrued Expenses . . . . . . . . . .     1,623,418      1,148,428
      Bank Line of Credit . . . . . . . . . . . . . . . . . .       101,001              -
      Notes Payable . . . . . . . . . . . . . . . . . . . . .       267,153         85,075
      Notes Payable - Stockholder . . . . . . . . . . . . . .        52,790        120,580
                                                               -------------  --------------

         Total Current Liabilities. . . . . . . . . . . . . .     2,044,362      1,354,083
                                                               -------------  --------------

   Long-Term Debt:
      Convertible Debentures - Long-Term Debt . . . . . . . .     2,385,270      1,582,516
                                                               -------------  --------------

      Total Long-Term Debt. . . . . . . . . . . . . . . . . .     2,385,270      1,582,516
                                                               -------------  --------------

   Stockholders Equity
     Common stock, no par value, 50,000,000 shares. . . . . .        16,546         23,484
        authorized, 16,545,505 shares issued and outstanding
        6/30/05, 23,483,873 shares issued and outstanding
        12/31/04
     Additional Paid-in Capital . . . . . . . . . . . . . . .    15,508,432      7,617,181
     Subscriptions Receivable . . . . . . . . . . . . . . . .           -                -
     Shares to be issued. . . . . . . . . . . . . . . . . . .       116,357        116,249
     Accumulated Deficit. . . . . . . . . . . . . . . . . . .   (17,837,747)    (9,634,545)
                                                               -------------  --------------

         Total Stockholders' Equity (Deficit) . . . . . . . .    (2,196,412)    (1,877,631)
                                                               -------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . .   $ 2,233,220    $ 1,058,968
                                                               =============  ==============

See Accountants Review Report

</TABLE>

                                        2

<TABLE>
<CAPTION>

                               Network Installation Corp.
                          Consolidated Statement of Operations
                                        (Unaudited)

<S>                                       <C>               <C>              <C>              <C>
                                               Three-Months Ended                Six-Months Ended
                                                    June 30,                          June 30,
                                               2005           2004               2005             2004

Revenue:
    Revenue                                $1,138,383       $729,405         $1,889,099       $1,239,927

   Cost of Goods Sold                         902,620        347,091          1,326,698          667,311
                                           ----------       --------         ----------       ----------
      Gross Profit                            235,763        382,314            562,401          572,616

Costs and Expenses:
   Investor Relations                         160,144        217,800            507,462          263,350
   Office Salaries                            265,004        311,308            475,259          411,268
   Financing Commissions                      121,800              -            121,800                -
   Officer Compensation                             -              -          6,575,426                -
   Professional Fees                           63,963         87,539             93,305          192,241
   Telephone                                   13,803         67,694             33,776           77,716
   Insurance                                   58,266         27,955             71,244           49,357
   Consulting Fees                             27,188         48,750             60,376          161,250
   Rent                                        39,818         20,873             75,882           31,123
   Payroll Taxes                               25,966         35,338             42,740           41,261
   Depreciation                                 4,869          1,332              9,738            1,531
   Other Operating Expenses                   100,054         79,870            196,071          253,729
                                           ----------       --------         ----------       ----------
Total Expenses                                880,875        898,459          8,263,079        1,482,826

Net Loss from Operations                     (645,112)      (516,145)        (7,700,678)        (910,210)

Other Income/Expenses
   Interest Income                            $    -           2,017                  -            2,017
   Interest Expense                         (330,347)        (49,825)          (502,524)        (201,881)
                                          ----------        --------         ----------       ----------
Total Other Income/Expense                  (330,347)        (47,808)          (502,524)        (199,864)

Net Income (Loss)                           (975,459)       (563,953)        (8,203,202)      (1,110,074)
                                           ==========       =========        ===========      ===========
Basic and Diluted Loss per Common Share       $(0.05)         $(0.05)            $(0.38)          $(0.09)
                                           ==========       =========        ===========      ===========
<FN>
See Accountants Review Report

</TABLE>

<TABLE>
<CAPTION>

                                 Network Installation Corp.
                           Consolidated Statement of Cash Flows
                                        (Unaudited)

<S>                                                    <C>                   <C>
                                                          Six Months Ended
                                                                  June 30,
                                                                 2005             2004

Cash Flows from Operating Activities:

   Net Profit                                               $(8,203,202)     $(1,110,074)
   Stock issued for services and debt reduction               6,476,085          195,000
   Beneficial conversion feature expense                        377,803          147,625
   Stock rescinded                                             (530,590)               -
   Stock warrants issued for debt inducement                    109,342                -
   Stock issued for acquisition                                 200,000                -
   Depreciation                                                  38,517           57,332
   Adjustments to reconcile net loss to net cash used
      by operating activities
   Changes in operating assets and liabilities
      Increase (Decrease) in Accounts Payable & Accrued Exp     475,015         (262,764)
      Decrease in Work in Progress                                    -          164,013
      (Decrease) in Deferred Revenue                                  -         (280,924)
      (Decrease) in Deposit                                         774           (4,765)
      (Increase) in Accounts Receivable                        (553,997)          30,764
      (Increase) Decrease in Prepaid Expenses                   578,625         (242,500)
                                                            ------------     ------------
Net Cash Used in Operating Activities                        (1,031,626)      (1,306,293)
                                                            ------------     ------------
Cash Flows from Investing Activities
   Purchase of Inventory                                       (133,559)               -
   Purchase of Goodwill                                        (628,614)               -
   Purchase of property and equipment                           (67,282)               -
                                                            ------------     ------------
Net Cash Flows Provided by Investing Activities                (829,455)               -
                                                            ------------     ------------
Cash Flows from Financing Activities:
    Payments made on Notes Payable - Stockholder                (67,790)        (296,440)
    Proceeds from Notes Payable                                 283,079          661,989
    Payments made on Notes Payable                                    -          (14,056)
    Proceeds from Long-Term borrowing                           200,029                -
    Issuance of stock for cash                                1,023,476        2,235,000
                                                            ------------     ------------
Net Cash Used for Financing Activities                        1,438,794        2,586,493
                                                            ------------     ------------
Net Increase in Cash & Cash Equivalents                         407,168        1,280,200

Beginning Cash & Cash Equivalents                                 1,732              667

Ending Cash & Cash Equivalents                                 $408,900       $1,280,867
                                                             ===========     ===========
SUPPLEMENTAL DISCLOSUE OF CASH FLOW INFORMATION
     Cash paid for interest                                    $452,147         $151,389
     Cash paid for Income Taxes                                      $-               $-
                                                             ===========      ===========
NON-CASH TRANSACTIONS
   Stock issued for services and debt reduction              $6,476,085         $195,000
   Beneficial conversion feature expense                       $377,803         $147,625
   Stock rescinded                                            $(530,590)              $-
   Stock warrants issued for debt inducement                   $109,342               $-
   Stock issued for acquisition                                $200,000               $-
                                                            ===========      ===========
<FN>
See Accountants Review Report

</TABLE>

                                        3

<TABLE>
<CAPTION>

                                                Network Installation Corp.
                                       Consolidated Stockholders' Equity (Deficit)
                                                    June 30, 2005
                                                     (Unaudited)

<S>                      <C>             <C>        <C>           <C>         <C>        <C>           <C>            <C>
                                                                  Sub-
                                                    Addi-         scrip-      Total
                              COMMON STOCKS         tional        tions       Shares                   Accum-        Stock-
                         -------------------------  Paid-in       Receiv-     To Be      Treasury      ulated        holders'
                           # of Shares   Amount     Capital       able        Issued     Stock (Net)   Deficit        Equity
                         --------------  ---------  ------------  ----------  ---------  ------------  -------------  ------------

Balance
 December 31, 2003        12,616,330   $12,616      $2,743,222        $-      $116,295        $-     $(5,466,840)   $(2,594,707)

Recapitalization of stock
 for Reverse Merger       (2,149,500)   (2,150)          2,185         -           (35)        -               -              -
Issuance of stock
 for services                372,383       372         365,778         -             -         -               -        366,150
Issuance of stock
 for cash                    745,001       745       2,234,258         -             -         -               -      2,235,003
Conversion on convertible
 Debenture                         -         -         511,275         -             -         -               -        511,275
Issuance of stock
 for Acquisition             130,549       131         499,869         -             -         -               -        500,000
Conversion on convertible
 Debenture                   188,365       189         706,044         -           (11)        -               -        706,222
Issuance of stock warrants         -         -         466,790         -             -         -               -        466,790
Forward stock split       11,580,745    11,581         (11,581)        -             -         -               -              -
Issuance of stock warrants
 Advisory Board                    -         -          99,341         -             -         -               -         99,341
Net Loss for Year                  -         -               -         -             -         -      (4,167,705)    (4,167,705)

Balance
 December 31, 2004        23,483,873    23,484       7,617,181         -       116,249         -      (9,634,545)    (1,877,631)

Conversion on
 convertible debenture             -         -          52,500         -             -         -               -         52,500
Issuance of stock
 Warrants                          -         -         109,342         -             -         -               -        109,342
Issuance of stock for
 Acquisition                       -         -         199,891         -           109         -               -        200,000
Conversion on
 convertible debenture             -         -          98,900         -           100         -               -         99,000
Conversion on convertible
 Debenture                         -         -          18,750         -             -         -               -         18,750
Issuance of stock warrants
 Officers                          -         -       6,476,085         -             -         -               -      6,476,085
Rescind founders stock             -         -           1,814         -             -    (1,814)              -              -
Rescind of Investor shares         -         -        (529,904)        -             -      (686)              -       (530,590)
Issuance of stock
 (Private Placement)               -         -         682,691   (30,600)          759         -               -        652,850
Issuance of stock
 (Private Placement)               -         -               -    30,600             -         -               -         30,600
Adjustment to Private
 Placement                         -         -            (301)        -           301         -               -              -
Issuance of stock for
 debt conversion              18,939        19             (19)        -             -         -               -              -
Issuance of stock for
 Cash                         55,000        55          79,971         -             -         -               -         80,026
Rescind of founders
 Stock                    (1,814,482)   (1,814)              -         -             -     1,814               -              -
Rescind of Investor
 Shares                     (685,517)     (686)              -         -             -       686               -              -
Conversion on convertible
 Debenture                         -         -         169,349         -             -         -               -        169,349
Issuance of stock
 (Private Placement)               -         -         259,600         -           400         -               -        260,000
Conversion on
 convertible debenture             -         -         254,009         -             -         -               -        254,009
Rescind founders stock    (6,073,000)   (6,073)          6,073         -             -         -               -              -
Conversion on
 convertible debenture             -         -          12,500         -             -         -               -         12,500
Issuance of stock
 (Private Placement)       1,560,692     1,561               -         -        (1,561)        -               -              -
Net Profit for Period              -         -               -         -             -         -      (8,203,202)    (8,203,201)

Balance - June 30, 2005   16,545,505    $16,546    $15,508,432        $-      $116,357        $-    $(17,837,747)   $(2,196,412)

<FN>
See Accountants Review Report

</TABLE>

                                        4

               REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Network Installation Corporation
Irvine, California

We  have  reviewed  the  accompanying  consolidated  balance  sheet  of  Network
Installation  Corporation  as  of  June  30,  2005, and the related consolidated
statement  of operations for the three-month and six-month period ended June 30,
2005,  stockholder's  equity,  and  cash flows for the six-months ended June 30,
2005.  These  financial  statements  are  the  responsibility  of  the Company's
management.

We  conducted  our  review  in  accordance  with standards of the Public Company
Accounting  Oversight  Board  (United  States).  The review of interim financial
information  consists principally of applying analytical procedures to financial
data  and  making  inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with standards of the Public Company Accounting Oversight Board (United States),
the  objective  of  which  is  the  expression  of  an  opinion  regarding  the
consolidated  financial  statements  taken  as  a  whole. Accordingly, we do not
express  such  an  opinion.

Based  on our review, we are not aware of any material modifications that should
be  made to the accompanying consolidated financial statements for them to be in
conformity  with  accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a going concern. As discussed in Note 3, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going  concern  unless  it is able to generate sufficient cash flows to meet its
obligations  and  sustain  its  operation. Management's plans in regard to these
matters  are  described  in  Note 3. The financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.

The  financial  statements  for the year ended December 31, 2004 were audited by
other  accountants,  whose  report  dated  May 6, 2005, expressed an unqualified
opinion  on  those  statements.  They have not performed any auditing procedures
since  that  date. In our opinion, the information set forth in the accompanying
balance  sheet  as of June 30, 2005 is fairly stated in all material respects in
relation  to  the  consolidated  balance  sheet  from which it has been derived.

Jaspers + Hall, PC
Denver, CO
July 26, 2005

1.  DESCRIPTION  OF  BUSINESS  AND  SEGMENTS



                                        5
OVERVIEW

We  are  a one-source solution company focusing on the design, installation, and
deployment  of  specialty  communication  systems  for  data,  voice,  video and
telecom.  We first determine our clients' requirements by doing a needs analysis
and  site  audit.  We  then  implement  our specific design of the communication
system, which may include either Wired or Wireless Fidelity, also referred to as
Wi-Fi.  We  seek  to  exploit  the growing demand for high-speed connectivity by
leveraging our extensive installation expertise into providing complete superior
network  solutions  across  a  vast  majority  of  communication  requirements.

We  have  distinguished  ourselves  from  our  peers  by  consolidating  three
traditionally  fragmented  industries.  Our  technicians design the applications
required  for  network  build-outs,  structured  cabling,  deployment, security,
training,  and technical support and we use the best available Wi-Fi, Voice over
Internet  Protocol,  or  VoIP, and traditional telecom products. We earn revenue
for  services rendered which include; (i) the installation of data, voice, video
and  telecom  networks;  (ii)  the  resale of installed networking products, and
(iii)  consulting  services  in  the  assessment  of  existing  networks.

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.

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 period ended December 31, 2004 were filed on May 6, 2005 with
the Securities and Exchange Commission and are 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 June 30, 2005
are  not necessarily indicative of the results that may be expected for the year
ending  December  31,  2005.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

PRINCIPLES  OF  CONSOLIDATION
-----------------------------

The  accompanying  financial  statements  include  the  accounts  of  Network
Installation  Corp. ("NIC"), formerly Flexxtech Corporation (legal acquirer, the
"Parent"),  and  its  100% owned subsidiaries, Network Installation Corporation,
COM  Services,  Inc.  ("COM"), and Del Mar Systems International, Inc. ("DMSI").
All  significant inter-company accounts and transactions have been eliminated in
consolidation.  The  results include the accounts of NIC, COM, and Flexxtech for
the  three  months  ended  June  30,  2005. The historical results for the three
months  ended  March  31,  2004  include  NIC  and  DMSI  only.

REVENUE RECOGNITION
--------------------

In  the  second  quarter  of  2004, the Company continued to utilize a different
revenue  recognition method, the completed contracts approach. This approach was
changed  with  the  10KSB/A  reporting submitted for the year ended December 31,
2004  to  the percentage-of-completion method, which the Company believes better
represents business activity. However, when comparing second quarter numbers for
2005  to  those  for  2004,  the  comparison  involves  numbers calculated using
differing  methods.

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  using  the
percentage-of-completion method of accounting. Accordingly, income is recognized
in  the ratio that costs incurred bears to estimated total costs. Adjustments to
cost  estimates  are  made  periodically,  and losses expected to be incurred on
contracts  in  progress  are charged to operations in the period such losses are
determined. The aggregate of costs incurred and income recognized on uncompleted
contracts  in  excess  of  related billings is shown as a current asset, and the
aggregate  of  billings  on  uncompleted  contracts  in  excess of related costs
incurred  and  income  recognized  is  shown  as  a  current  liability.

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.
                                        6
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.


CASH & CASH EQUIVALENTS:
----------------------------

The  Company  considers  all  highly  liquid debt instruments, purchased with an
original  maturity  at  date  of  purchase  of  three months or less, to be cash
equivalents.  Cash  and cash equivalents are carried at cost, which approximates
market  value

PROPERTY & EQUIPMENT:
-----------------------

Property  and  equipment are stated at cost.  Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets, e.g.
computers  (5  years),  software  (3 years), office furniture and equipment (3-7
years),  tenant  improvements  (life  of  the  lease-approximately  60  months.

ACCOUNTS RECEIVABLE:
---------------------

The  Company  maintains  an allowance for doubtful accounts for estimated losses
that  may  arise  if  any of its consumers are unable to make required payments.
Management  specifically  analyzes  the age of customer balances, historical bad
debt  experience,  customer  credit-worthiness  and  changes in customer payment
terms  when  making  estimates  of  the  uncollectabilty  of the Company's trade
accounts  receivable  balances.  If  the  Company  determines that the financial
conditions  of  any  of its customers have deteriorated, whether due to customer
specific  or  general  economic  issues,  increase in the allowance may be made.
Accounts  receivable  are  written off when all collection attempts have failed.

INVENTORY
-------------------

Inventory  consists  of  a  networking materials and equipment in the process of
being  installed  at years end. Work in progress is stated at the lower of cost,
determined  by  the  first-in, first-out ("FIFO") method, or market. The Company
has  reviewed  its  inventory  for  obsolescence  on  a  quarterly  basis  since
operations  began  and  has  not  written-off  any  inventory  for obsolescence.

FAIR VALUE OF FINANCIAL INSTRUMENTS:
----------------------------------------

Accounts  payable  and accrued liabilities are carried at
cost,  which approximates their face value, due to the relatively short maturity
of  these instruments. As of June 30, 2005 and 2004, the Company's notes payable
have  stated  borrowing rates that are consistent with those currently available
to  the  Company  and,  accordingly,  the Company believes the carrying value of
these  debt  instruments  approximates  their  fair  value.

ACCOUNTING FOR IMPAIRMENTS IN LONG-LIVED ASSETS
------------------------------------------------

Long-lived  assets  and  identifiable  intangibles  are  reviewed for impairment
whenever  events  or changes in circumstances indicate that the carrying amounts
of assets may not be recoverable. Management periodically evaluates the carrying
value  and  the  economic  useful  life  of  its  long-lived assets based on the
Company's  operating performance and the expected future undiscounted cash flows
and  will  adjust  the  carrying  amount of assets which may not be recoverable.

USE OF ESTIMATES:
-------------------

The  preparation  of  financial  statements,  in  conformity  with  accounting
principles  generally accepted in the United States, 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 revenue and expenses during
the  reporting  period.  Significant estimates made in preparing these financial
statements  include  the  allowance  for  doubtful  accounts, deferred tax asset
valuation  allowance  and  useful  lives for depreciable and amortizable assets.
Actual  results  could  differ  from  those  estimates.

                                        7

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 pro-forma 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 June 30, 2005 and 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  June 30,  2005  and 2004, 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 contemplates continuation of the
Company  as  a  going  concern.  However, the Company has accumulated deficit of
$17,837,747,  and  is  generating losses 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 in the near term. Management devoted
considerable effort toward obtaining additional equity financing through various
private  placements,  raised  funds  through  convertible  debentures,  and  has
endeavored  to  improve  operational  performance  using marketing methods, cost
cutting  and  the  like.

4.  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses  is  comprised  of  the  following:

                     June 30, 2005
                     --------------
Accounts payable. .  $  1,123,000
Payroll tax payable       405,418
Litigation accrual.        95,000
                       ----------
                       $1,623,418
                       ==========

Payroll  tax liabilities of $53,927 and $351,491, $405,418 in total, are payable
for  2005  and 2004, respectively. As of the date of these financial statements,
the  Company  is  negotiating  with the Internal Revenue Service to determine an
installment  payment  plan. The Company intends to commence installment payments
in  2005.

5.  BANK  LINE  OF  CREDIT  AND  NOTES  PAYABLE

The  Company  assumed  a  $100,000  revolving  line  of credit with a balance of
$100,538  in  connection with the COM acquisition. This note bears interest at a
variable  rate,  8.75%  as  of  June 30, 2005, and is due on demand. The balance
outstanding  as  of  June  30,  2005  was  $101,001.

                                        8

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
installments  of  $42,804, maturing in April 2005. The balance outstanding as of
June  30, 2005 was $85,075. The company is pursuing litigation to recover monies
paid  on  this note payable, and has suspended additional payments since January
of 2005. As of the date of this filing, the outcome of the pending litigation is
undeterminable.

The  Company  assumed  a  $7,850  note  payable  secured by an automobile with a
balance  of  $7,450  in  connection  with  the  COM  acquisition. The loan bears
interest  of  7.99%.  The  balance  outstanding  as of June 30, 2005 was $5,828.

The  Company  contracted  a  $126,000 note payable in January 2005 in connection
with  the  COM  acquisition.  This  note  bears interest at 6% and is payable in
monthly  installments  of  $5,250,  maturing  in  January  2007.  The  balance
outstanding  as  of  June  30,  2005  was  $126,000.

The Company contracted a $54,000 note payable in January 2005 in connection with
the  COM  acquisition.  This note bears interest at 6% and is payable in monthly
installments  of $2,250, maturing in January 2007. The balance outstanding as of
June  30,  2005  was  $54,000.

6.  RELATED  PARTY  TRANSACTIONS

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

The  Company  has  an  unsecured, non-interest bearing note, due on demand, to a
former  officer.  The  balance  outstanding  as of June 30, 2005, was $52,970.

During the period ended June 30, 2005, the Company issued $810,000 in debentures
to  a  major shareholder of the Company. These debentures carry an interest rate
of  8%  per annum, and are due in April, May, and June of 2010. These debentures
were  issued with a discounted price from the face value of $125,000. 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 (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 June
30,  2005  has  been  recorded  in  the  amount  of  $222,500.

7.  INCOME  TAXES

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss.  Through  December  31,  2004,  the  Company  incurred net
operating  losses  for  tax  purposes  of  approximately  $17,837,747.  The  net
operating  loss  carry forwards may be used to reduce taxable income through the
year  2023.  The availability of the Company's net operating loss carry-forwards
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 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 services. 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 (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  re-filed  the  complaint. Although the Company intends to continue to
oppose  the  action  in court, 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
discussions  with  the  plaintiff.
                                        9
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 subsidiaries.
Management  does  not  believe  implication  of  this  litigation  will have any
material  impact  on  the  Company's  financial  statements.

9.  STOCKHOLDERS'  EQUITY

EQUITY
------

During  the  four months ended June 30, 2005, the Company issued and agreed to
issue  common  stock  as  follows:

During  the four months ended June 30, 2005, the Company issued 1,460,692 shares
of  common  stock  to  accredited  investors  for  a  total  of  $943,450.

During the three months ended June 30, 2005, the Company issued 55,000 shares of
common stock valued at $80,025 for investor relations services to be consummated
in  April  of  2005.

During  the  three months ended June 30, 2005, the founder and former CEO agreed
to rescind 6,073,000 shares of common stock back to the Company. These shares of
common  stock had been acquired by the founder and former CEO in connection with
the  organization  of  the Company. As such, the shares were originally recorded
with  a  $0  value  and  have  been  rescinded  with  a  $0  value.

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

During the period ended June 30, 2005, the Company issued $810,000 in debentures
to  a  major shareholder of the Company. These debentures carry an interest rate
of  8%  per  annum,  and  are due in April, May, and June 2010. These debentures
carried  a  discounted  price  from  the  face  value of $125,000. The 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 June
30,  2005  has  been  recorded  in  the  amount  of  $222,500.

10.  BASIC  AND  DILUTED  NET  LOSS  PER  SHARE

Basic  and diluted net loss per share for the three-month period ended March 31,
2005  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.

11.  SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOWS

The Company paid income taxes of $0 during the three months ended June 30, 2005
and  2004,  respectively.

12. WARRANTS

In  Note  9's  discussion of Convertible Debentures for financing, the following
Warrants  have  been  issued. On April 22, 2005, we issued a warrant to purchase
150,000  shares of our common stock to Dutchess Private Equities Fund, II, LP at
$1.20.  On May 27, 2005 we issued a warrant to purchase 300,000 shares of common
stock  to  Dutchess  Private Equities Fund, II, LP at $1.10. On May 12, 2005, we
issued  a warrant to purchase 300,000 shares of common stock to Dutchess Private
Equities  Fund,  II,  LP  for  $1.03.

13.  FINANCIAL  ACCOUNTING  DEVELOPMENTS

Recently  issued  Accounting  Pronouncements

In  February 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  150,  "Accounting for Certain Financial Instruments with Characteristics of
Both  Liabilities  and Equity".  SFAS 150 is effective for financial instruments
entered  into  or modified after May 31, 2003, and otherwise is effective at the
beginning  of  the  first  interim  period  beginning after June 15, 2003.  This
statement  establishes  new  standards  of how an issuer classifies and measures
certain  financial  instruments  with  characteristics  of  both liabilities and
equity.  SFAS  150  requires that an issuer classify a financial instrument that
is  within  the  scope  of  this  statement as a liability because the financial
instrument  embodies  an  obligation  of  the issuer.  This statement applies to
certain  forms of mandatorily redeemable financial instruments including certain
types  of  preferred stock, written put options and forward contracts.  SFAS 150
did  not  materially  effect  the  financial  statements.

                                       10
In  December  2003,  the  FASB  issued  FASB  Interpretation  No. 146,  (revised
December  2003)  "Consolidation  of  Variable Interest Entities" (FIN 146) which
addresses how a business enterprise should evaluate whether it has a controlling
financial  interest  in  an  entity  through  means other than voting rights and
accordingly  should  consolidate  the  entity.  FIN  No.  146R  replaces  FASB
Interpretation No. 146, "Consolidation of Variable Interest Entities", which was
issued  in  January  2003.  Companies  are  required  to  apply  FIN No. 146R to
variable interests in variable interest entities ("VIEs") created after December
31,  2003.  For  variable  interest  in VIEs created before January 1, 2004, the
Interpretation  is applied beginning January 1, 2005.  For any VIEs that must be
consolidated  under  FIN  No.  146R that were created before January 1, 2004,the
assets,  liabilities  and  non-controlling  interests  of  the VIE initially are
measured  at  their  carrying amounts with any difference between the net amount
added  to  the  balance  sheet  and  any  previously  recognized  interest being
recognized  as  the  cumulative  effect  of  an  accounting  change.

If  determining  the carrying amounts is not practicable, fair value at the date
FIN  No.  146R  first applies may be used to measure the assets, liabilities and
non-controlling  interest  of the VIE.  The Company doe not have any interest in
any  VIE.

In  March  2003,  the  FAS  issued  SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities".  SFAS  149  is effective for
contracts  entered  into  or modified after June 30, 2003. This statement amends
and  clarifies  financial  accounting  and reporting for derivative instruments,
including  certain  derivative  instruments  embedded  in  other  contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
133, "Accounting for Derivative Instruments and Hedging Activities". SFAS 149did
not  materially  effect  the  financial  statements.

In  December  2004,  the FASB issued SFAS No. 123(R)(revised 2004), "Share Based
Payment"  which  amends  FASB Statement No. 123 and will be effective for public
companies  for  interim  or  annual  periods  after  January  15, 2005.  The new
standard  will  require  entities  to  expense  employee stock options and other
share-based  payments.  The  new  standard may be adopted in one of three ways -
the  modified  prospective  transition  method,  a  variation  of  the  modified
prospective  transition  method or the modified retrospective transition method.
The  Company  is  to  evaluate  how  it will adopt the standard and evaluate the
effect  that the adoption of SFAS 123(R) will have on our financial position and
results  of  operations.

In  November  2004, the FASB issued SFAS NO. 151, "Inventory Costs, an amendment
of  ARB  No  43,  Chapter 4".  This statement amends the guidance in ARB No. 43,
Chapter  4  Inventory Pricing, to clarify the accounting for abnormal amounts of
idle  facility  expense, freight, handling cost, and wasted material (spoilage).
Paragraph  5  of  ARB  No.  43,  Chapter  4, previously stated that, "under some
circumstances,  items  such as idle facility expense, excessive spoilage, double
freight  and  rehandling  costs  may  be  so abnormal as to require treatment as
current  period  charges."  SFAS No. 151 requires that those items be recognized
as  current-period  charges regardless of whether they meet the criterion of "so
abnormal".  In  addition,  this  statement  requires  that  allocation  of fixed
production  overheads  to  the costs of conversion be based on the prospectively
and  are  effective  for  inventory costs incurred during fiscal years beginning
after  June  5,  2005,  with  earlier  application permitted for inventory costs
incurred during fiscal years beginning after the date this Statement was issued.
The  adoption  of  SFAS No. 151 is not expected to have a material impact on the
Company's  financial  position  and  results  of  operations.

In  December  2004,  the  FASB  issued  SFAS  No. 153, Exchanges of Non-monetary
Assets,  an  amendment  of  APB Opinion No. 29.  The guidance in APB Opinion 29,
Accounting  for  Non-monetary  Transactions,  is  based  on  the  principle that
exchange  of  non-monetary  assets should be measured based on the fair value of
assets  exchanged.  The  guidance  in  that  Opinion,  however, included certain
exceptions to that principle.  This Statement amends Opinion 29 to eliminate the
exception  for  non-monetary  exchanges of similar productive assets that do not
have  commercial substance.  A non-monetary exchange has commercial substance if
the  future  cash  flows of the entity are expected to change significantly as a
result  of  the  exchange.  SFAS No. 153 is effective for non-monetary exchanges
occurring in fiscal periods beginning after June 15, 2005.  The adoption of SFAS
No.  153  is  not  expected to have a material impact on the Company's financial
position  and  results  of  operations.

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

The  discussion  and  financial  statements  contained  herein are for the three
months ended June 30, 2005 and June 30, 2004. The following discussion should be
read  in  conjunction  with  our financial statements and notes included
herewith.

                                       11

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  Report  on  Form  10-QSB  contains  forward-looking statements, including,
without limitation, statements concerning our possible or assumed future results
of  operations.  These  statements  are  preceded by, followed by or include the
words  "believes,"  "could,"  "expects,"  "intends,"  "anticipates,"  or similar
expressions.  Our  actual results could differ materially from those anticipated
in  the  forward-looking  statements  for many reasons including: our ability to
continue  as  a  going  concern,  adverse  economic changes affecting markets we
serve;  competition  in  our  markets  and industry segments; our timing and the
profitability  of  entering  new  markets; greater than expected costs, customer
acceptance  of  wireless  networks or difficulties related to our integration of
the  businesses  we  may  acquire  and  other  risks and uncertainties as may be
detailed from time to time in our public announcements and SEC filings. 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.

THREE  MONTHS  PERIOD ENDED JUNE 30, 2005 AS COMPARED TO THREE MONTHS ENDED JUNE
30,  2004

CHANGE IN REVENUE RECOGNITION POLICY

We  changed our revenue recognition policy with the 10KSB/A report submitted for
the  year ending December 31, 2004 to the percentage-of-completion method, which
we  believe  better  represents  our  business activity. However, when comparing
second  quarter  numbers  for  2005  to  those for 2004, the comparison involves
numbers  calculated  using  differing methods of revenue recognition. Generally,
revenue  will  be  recognized earlier using the percentage-of-completion method.

RESULTS  OF  OPERATIONS

NET  REVENUE
------------
We  generated consolidated net revenues of $1,138,383 for the three months ended
June 30, 2005, as compared to $729,405 for the three month period ended June 30,
2004.  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 COM Services which contributed to our
revenue  for  the  quarter.

COST  OF  REVENUE
-----------------
We  incurred  Cost  of  Revenue  of $902,620 for the three months ended June 30,
2005,  as  compared  to $347,091 for the three month period ended June 30, 2004.
Our  Cost of Revenue increase is due to an increase in the expansion of business
from  the  prior  quarter which were expensed in the period ended June 30, 2005.

GROSS  PROFIT
-------------
We  generated gross profit of $235,763 for the three month period ended June 30,
2005,  as  compared  to $382,314 for the three month period ended June 30, 2004.
The  increase  in  gross profit is due to a larger volume of projects completed.

COSTS AND EXPENSES
---------------
We  incurred costs of $880,875 for the three month period ended June 30, 2005 as
compared  to  $818,459  for  the  three  month  period  ended  June  30,  2004,
respectively.

NET  INCOME  (LOSS)
-------------------
We  had  a loss before taxes of ($975,459) for the three month period ended June
30,  2005  as  compared to a loss of ($563,953) for the three month period ended
June  30,  2004.

BASIC  AND  DILUTED  INCOME  (LOSS)  PER  SHARE
-----------------------------------------------
Our  basic  and diluted income (loss) per share for the three month period ended
June  30,  2005 was ($0.05) as compared to ($0.05) for the period ended June 30,
2004.  The increase in our loss per share is due to the increase in our net loss
to  the  factors  described  above.


LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------
As  of June 30, 2005, our Current Assets were $1,518,990 and Current Liabilities
were  $2,044,362.  Cash  and  cash  equivalents were $408,900. Our Stockholder's
Deficit  at  June  30,  2005  was  ($2,196,412).

We  had  a  net  usage  of  cash due to operating activities for the three month
period  ended  June 30, 2005 of ($1,031,626) compared to a ($1,306,293), for the
three-month  period  ended  June 30, 2004. The increase is due to an increase in
warrants  issued  for  debt inducements and stock paid for acquisitions.  We had
net  cash  provided  by financing activities of for the three month period ended
June  30, 2005 and 2004 of $1,438,794 and $2,586,493, respectively. The increase
is  due  to an increase in proceeds from Notes Payable and Long Term Borrowings.
We had $483,108 from borrowings in the period ended June 30, 2005 as compared to
$661,989  in  the  corresponding  2004  quarter.
                                       12

FINANCING  ACTIVITIES
---------------------
On  April  22,  2005,  we  issued convertible debentures of $150,000 to Dutchess
Private  Equities  Fund,  II,  LP. 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 convertible
debentures  shall  pay  8%  cumulative  interest, in cash or in shares of common
stock,  at  the  holder's option, at the time of each conversion. The debentures
are  payable  in 2010. The convertible debentures are convertible into shares of
our  common  stock.

In  connection with the above financing, on April 22, 2005, we issued a warrant
to  purchase  150,000  shares  of  our  common  stock  to  Dutchess  at  $1.30.

On  May  12,  2005,  we  issued  convertible  debentures of $180,000 to Dutchess
Private  Equities  Fund,  II,  LP. 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 convertible
debentures  shall  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
in  2010.  The  convertible debentures are convertible into shares of our common
stock.

In  connection with the above financing, on May 12, 2005, we issued a warrant to
purchase  180,000  shares  of  our  common  stock  to  Dutchess  at  $1.20.

On  May 26, 2005, we issued convertible debentures of $30,000 to Preston Capital
Partners,  LLC.  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 convertible debentures shall
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 in 2010. The
convertible  debentures  are  convertible  into  shares  of  our  common  stock.

On  May  27,  2005,  we  issued  convertible  debentures of $180,000 to Dutchess
Private  Equities  Fund,  II,  LP. 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 convertible
debentures  shall  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
in  2010.  The  convertible debentures are convertible into shares of our common
stock.

In  connection with the above financing, on May 27, 2005, we issued a warrant to
purchase  180,000  shares  of  our  common  stock  to  Dutchess  at  $1.10.

On  June  6,  2005,  we  issued  convertible  debentures of $300,000 to Dutchess
Private  Equities  Fund,  II,  LP. 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 convertible
debentures  shall  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
in  2010.  The  convertible debentures are convertible into shares of our common
stock.

In  connection with the above financing, on May 12, 2005, we issued a warrant to
purchase  300,000  shares  of  our  common  stock  to  Dutchess  at  $1.03.

On June 20, 2005, we issued convertible debentures of $50,000 to Preston Capital
Partners,  LLC.  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 convertible debentures shall
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 in 2010. The
convertible  debentures  are  convertible  into  shares  of  our  common  stock.

SUBSIDIARIES

As  of  June  30,  2005,  we  had  three  wholly-owned  subsidiaries,  Network
Installation  Corp., Del Mar Systems International, Inc., and COM Services, Inc.


                                       13
ITEM  3.  CONTROLS  AND  PROCEDURES.

Our  management evaluated, with the participation of our Chief Executive Officer
and  our  Chief  Financial Officer, the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this Annual Report on Form
10-QSB.  Based  on  this  evaluation,  our Chief Executive Officer and our Chief
Financial Officer have concluded that our disclosure controls and procedures are
effective to ensure that information we are required to disclose in reports that
we  file  or  submit  under the Securities Exchange Act of 1934 (i) is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities  and Exchange Commission rules and forms, and (ii) is accumulated and
communicated  to  our  management, including our Chief Executive Officer and our
Chief  Financial  Officer,  as  appropriate  to allow timely decisions regarding
required  disclosure.  Our  disclosure  controls  and procedures are designed to
provide  reasonable  assurance  that  such  information  is  accumulated  and
communicated  to  our management. Our disclosure controls and procedures include
components  of  our  internal  control  over  financial  reporting. Management's
assessment of the effectiveness of our internal control over financial reporting
is  expressed  at  the level of reasonable assurance that the control system, no
matter  how  well  designed  and  operated, can provide only reasonable, but not
absolute,  assurance  that  the  control  system's  objectives  will  be  met.

There  was  no  change  in  our  internal  control over financial reporting that
occurred  during  the  second  quarter  of  the year covered by this report that
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. In February 2004, the plaintiff re-filed the complaint. In
March  2005,  the  complaint  was  settled for the sum of $25,000. Commencing in
March  2005,  we  agreed  to  make  five equal monthly installments of $5,000 to
Insulectro.  Pursuant  to  the  settlement  terms, since March 2005 we have made
two  installment  payments  of  $5,000  each.

On  January  24,  2005,  we filed an action in the Superior Court of California,
County  of  Orange  against  Steve and Dorota Pearson for damages and injunctive
relief based on alleged fraud and breach of contract relating to our purchase of
Del Mar Systems International, Inc. from Steve and Dorota Pearson. The complaint
was  amended  on  March  14,  2005 to seek rescission of our purchase of Del Mar
Systems  from  Steve  and  Dorota  Pearson.  The  defendants  have not yet filed
responsive  pleadings  in  the  case.  The  Defendant  has  recently  filed  a
cross-complaint  in  the  above action seeking recovery under various employment
and  contract  theories  for unpaid compensation, expenses and benefits totaling
approximately  $90,000.  Defendant  also seeks payment of an outstanding balance
of  a  note  related  to the purchase by the Company of Del Mar Systems totaling
approximately  $85,000.  Further,  Defendant  is  seeking  injunctive relief for
enforcement  of  the stock purchase agreement of Del Mar Systems.  Management is
vigorously  opposing  these claims and does not feel the claims have substantial
merit.

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 AND USE OF PROCEEDS.

(c)  Recent  Sales  of  Unregistered  Securities

On  April  22,  2005,  we  issued convertible debentures of $150,000 to Dutchess
Private  Equities  Fund,  II,  LP. 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 convertible
debentures  shall  pay  8%  cumulative  interest, in cash or in shares of common
stock,  at  the  holder's option, at the time of each conversion. The debentures
are  payable  in 2010. The convertible debentures are convertible into shares of
our  common  stock.

In  connection with the above financing, on April 22, 2005, we issued a warrant
to  purchase  150,000  shares  of  our  common  stock  to  Dutchess  at  $1.30.

                                       14
On  May  12,  2005,  we  issued  convertible  debentures of $180,000 to Dutchess
Private  Equities  Fund,  II,  LP. 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 convertible
debentures  shall  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
in  2010.  The  convertible debentures are convertible into shares of our common
stock.

In  connection with the above financing, on May 12, 2005, we issued a warrant to
purchase  180,000  shares  of  our  common  stock  to  Dutchess  at  $1.20.

On  May 26, 2005, we issued convertible debentures of $30,000 to Preston Capital
Partners,  LLC.  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 convertible debentures shall
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 in 2010. The
convertible  debentures  are  convertible  into  shares  of  our  common  stock.

On  May  27,  2005,  we  issued  convertible  debentures of $180,000 to Dutchess
Private  Equities  Fund,  II,  LP. 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 convertible
debentures  shall  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
in  2010.  The  convertible debentures are convertible into shares of our common
stock.

In  connection with the above financing, on May 27, 2005, we issued a warrant to
purchase  180,000  shares  of  our  common  stock  to  Dutchess  at  $1.10.

On  June  6,  2005,  we  issued  convertible  debentures of $300,000 to Dutchess
Private  Equities  Fund,  II,  LP. 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 convertible
debentures  shall  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
in  2010.  The  convertible debentures are convertible into shares of our common
stock.

In  connection with the above financing, on May 12, 2005, we issued a warrant to
purchase  300,000  shares  of  our  common  stock  to  Dutchess  at  $1.03.

On June 20, 2005, we issued convertible debentures of $50,000 to Preston Capital
Partners,  LLC.  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 convertible debentures shall
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 in 2010. The
convertible  debentures  are  convertible  into  shares  of  our  common  stock.

The  securities  issued  in  the foregoing transactions were offered and sold in
reliance  upon  exemptions  from  the  Securities Act of 1933 ("Securities Act")
registration  requirements set forth in Sections 3(b) and 4(2) of the Securities
Act,  and any regulations promulgated thereunder, relating to sales by an issuer
not  involving  any  public  offering.  No  underwriters  were  involved  in the
foregoing  sales  of  securities.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

NOT  APPLICABLE.

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

NOT  APPLICABLE.

ITEM  5.  OTHER  INFORMATION.

NOT  APPLICABLE.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.




                                       15
(a)  Exhibits

NUMBER            DESCRIPTION
------------     -------------------

3.1  Articles of Incorporation, dated March 24, 1998 (included as exhibit 3.1 to
the  Form  10-SB  filed  March  5,  1999, and incorporated herein by reference).

3.2  By-laws,  dated  March  24, 1998 (included as exhibit 3.2 to the Form 10-SB
filed  March  5,  1999,  and  incorporated  herein  by  reference).

3.3  Amendment  to  By-laws, dated May 6, 1999 (included as exhibit 3.2.2 to the
Form  10-SB  filed  May  14,  1999,  and  incorporated  herein  by  reference).

3.4  Certificate  of Amendment of Articles of Incorporation (included as exhibit
3.2  to  the  Form  8-K  filed  November  29,  2000,  and incorporated herein by
reference).

3.5  Certificate  of Amendment of Articles of Incorporation (included as exhibit
3.3  to  the  Form  8-K  filed  November  29,  2000,  and incorporated herein by
reference).

3.6  Certificate  of  Amendment  to Articles of Incorporation, dated January 10,
2003  (included  as  exhibit  3.3  to  the Form 10-KSB filed April 15, 2003, and
incorporated  herein  by  reference).

3.7  Certificate  of  Amendment  to the Certificate of Incorporation, dated June
26,  2003  (included  as exhibit 4.1 to the Form 10-QSB filed November 13, 2003,
and  incorporated  herein  by  reference).

4.1 Warrant #101 issued to C.C.R.I. Corp., dated September 29, 2003 (included as
exhibit  4.1 to the Form SB-2 filed October 16, 2003, and incorporated herein by
reference).

4.2 Warrant #102 issued to C.C.R.I. Corp., dated September 29, 2003 (included as
exhibit  4.2 to the Form SB-2 filed October 16, 2003, and incorporated herein by
reference).

4.3  Convertible  Debenture  Exchange Agreement between the Company and Dutchess
Private  Equities  Fund  LP, dated February 27, 2004 (included as exhibit 4.1 to
the  Form  10-QSB  filed  May  24,  2004, and incorporated herein by reference).

4.4  Form  of  Debenture  between the Company and Dutchess Private Equities Fund
LP,  dated  March  1, 2004 (included as exhibit 4.2 to the Form 10-QSB filed May
24,  2004,  and  incorporated  herein  by  reference).

4.5  Form  of  Debenture between the Company and Dutchess Private Equities Fund,
II, L.P., dated March 31, 2004 (included as exhibit 4.3 to the Form 10-QSB filed
May  24,  2004,  and  incorporated  herein  by  reference).

4.6  Convertible  Debenture  Agreement  between the Company and Dutchess Private
Equities  Fund,  II,  dated  March 31, 2004 (included as exhibit 4.8 to the Form
10-QSB  filed  August  23,  2004,  and  incorporated  herein  by  reference).

4.7  Convertible  Debenture  Agreement  between the Company and Dutchess Private
Equities  Fund,  II,  dated  April  8, 2004 (included as exhibit 4.9 to the Form
10-QSB  filed  August  23,  2004,  and  incorporated  herein  by  reference).

4.8  Convertible  Debenture  Agreement  between the Company and Dutchess Private
Equities  Fund,  II,  dated April 13, 2004 (included as exhibit 4.10 to the Form
10-QSB  filed  August  23,  2004,  and  incorporated  herein  by  reference).

4.9  Form  of  Warrant,  dated May 18, 2004 (included as exhibit 4.6 to the Form
SB-2  filed  July  27,  2004,  and  incorporated  herein  by  reference).

4.10  Form  of  Warrant, dated May 26, 2004 (included as exhibit 4.7 to the Form
SB-2  filed  July  27,  2004,  and  incorporated  herein  by  Reference).

4.11  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  II,  dated  September 25, 2004 (included as exhibit 4.11 to the
Form  10-QSB  filed  November  22,  2004,  and  incorporated  herein  by
reference).

4.12  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  II,  dated  October  21,  2004  (included  as  exhibit  4.12 to
the  Form  10-KSB  filed  May  6,  2005,  and incorporated herein by reference).

4.13  Form  of  Warrant, dated October 21, 2004 (included as exhibit 4.13 to the
Form  10-KSB  filed  May  6,  2005,  and  incorporated  herein  by  reference).

4.14  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities Fund, II, L.P., dated November 2, 2004 (included as exhibit 4.14 to the
Form  10-KSB  filed  May  6,  2005,  and  incorporated  herein  by  reference).

4.15  Form  of  Warrant, dated November 2, 2004 (included as exhibit 4.15 to the
Form  10-KSB  filed  May  6,  2005,  and  incorporated  herein  by  reference).

4.16  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  II, L.P.,  dated  November  9,  2004  (included as exhibit 4.16
to  the  Form  10-KSB  filed May 6, 2005, and incorporated herein by reference).

4.17  Form  of  Warrant,  dated  November  9,  2004  (included  as  exhibit 4.17
to  the  Form  10-KSB  filed May 6, 2005, and incorporated herein by reference).

4.18  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  L.P.,  dated  December  1,  2004  (included  as exhibit 4.18 to
the  Form  10-KSB  filed  May  6,  2005,  and incorporated herein by reference).

4.19  Form  of  Warrant,  dated  December  1,  2004  (included  as  exhibit 4.19
to  the  Form  10-KSB  filed May 6, 2005, and incorporated herein by reference).

4.20  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  L.P.,  dated  December 9, 2004 (included as exhibit 4.20 to the
Form  10-KSB  filed  May  6,  2005,  and  incorporated  herein  by  reference).

4.21  Form  of  Warrant,  dated  December  9,  2004  (included  as  exhibit 4.21
to  the  Form  10-KSB  filed May 6, 2005, and incorporated herein by reference).

4.22  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  L.P.,  dated  December  22,  2004  (included as exhibit 4.22 to
the  Form  10-KSB  filed  May  6,  2005,  and incorporated herein by reference).

4.23  Form  of  Warrant,  dated  December  22,  2004  (included  as exhibit 4.23
to  the  Form  10-KSB  filed May 6, 2005, and incorporated herein by reference).

4.24  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II, LP, dated January 6, 2005 (included as exhibit 4.24 to the Form 10-QSB filed
May  24,  2005,  and  incorporated  herein  by  reference).

4.25  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP dated January 6, 2005 (included as exhibit 4.25 to the Form 10-QSB filed
May  24,  2005,  and  incorporated  herein  by  reference).

4.26  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  January  21,  2005 (included as exhibit 4.26 to the Form 10-QSB
filed  May  24,  2005,  and  incorporated  herein  by  reference).

4.27  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II, LP dated January 21, 2005 (included as exhibit 4.27 to the Form 10-QSB filed
May  24,  2005,  and  incorporated  herein  by  reference).

4.28  Form  of  Debenture between the Company and Preston Capital Partners, LLC,
dated  February  3,  2005 (included as exhibit 4.28 to the Form 10-QSB filed May
24,  2005,  and  incorporated  herein  by  reference).

4.29  Form  of  Debenture between the Company and Preston Capital Partners, LLC,
dated  February  10, 2005 (included as exhibit 4.29 to the Form 10-QSB filed May
24,  2005,  and  incorporated  herein  by  reference).

4.30  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  April 22,  2005  (filed  herewith).

4.31  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP  dated  April 22,  2005  (filed  herewith).

4.32  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  May 12,  2005  (filed  herewith).

4.33  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP  dated  May 12,  2005  (filed  herewith).

4.34  Form  of  Debenture between the Company and Preston Capital Partners, LLC,
dated  May 26,  2005  (filed  herewith).

4.35  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  May 27,  2005  (filed  herewith).

4.36  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP  dated  May 27,  2005  (filed  herewith).

4.37  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  June 6,  2005  (filed  herewith).

4.38  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP  dated  June 6,  2005  (filed  herewith).

4.39  Form  of  Debenture between the Company and Preston Capital Partners, LLC,
dated  June 20,  2005  (filed  herewith).

10.1  Reseller  Agreement between the Company and Vivato, Inc., dated August 14,
2002  (included  as exhibit 10.1 to the Form 10-QSB filed November 13, 2003, and
incorporated  herein  by  reference).

10.2  Short  Term  Rental  Agreement  between  the  Company and Vidcon Solutions
Group, Inc., dated February 5, 2003 (included as exhibit 10.3 to the Form 10-QSB
filed  November  13,  2003,  and  incorporated  herein  by  reference).

10.3  Consulting Agreement between the Company and Dutchess Advisors, LLC, dated
April  1,  2003  (included as exhibit 10.3 to the Form 8-K filed April 23, 2003,
and  incorporated  herein  by  reference).

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

10.5  Stock  Purchase  Agreement between the Company and Michael Cummings, dated
May  16,  2003 (included as exhibit 2.1 to the Form 8-K filed June 13, 2003, and
incorporated  herein  by  reference).

10.6  Consulting  Agreement  between the Company and Marketbyte, LLC, dated July
24,  2003  (included  as  exhibit 10.8 to the Form SB-2 filed July 27, 2004, and
incorporated  herein  by  reference).

10.7  Motorola  Reseller Agreement between the Company and Motorola, Inc., dated
August  18, 2003 (included as exhibit 10.2 to the Form 10-QSB filed November 13,
2003,  and  incorporated  herein  by  reference).

10.8  Investment Agreement between the Company and Preston Capital Partner, LLC,
dated  January 21, 2004 (included as exhibit 10.7 to the Form SB-2 filed January
21,  2004,  and  incorporated  herein  by  reference).

10.9  Registration  Rights  Agreement  between  the  Company and Preston Capital
Partners, LLC, dated January 21, 2004 (included as exhibit 10.8 to the Form SB-2
filed  January  21,  2004,  and  incorporated  herein  by  reference).

10.10  Placement  Agent  Agreement  between  the  Company  and  Park  Capital
Securities,  LLC,  dated  January 21, 2004 (included as exhibit 10.9 to the Form
SB-2  filed  January  21,  2004,  and  incorporated  herein  by  reference).

10.11  Premier  Reseller  Agreement  between  the  Company  and  Aruba  Wireless
Networks,  Inc.,  dated  January 29, 2004 (included as exhibit 10.10 to the Form
SB-2/A  filed  February  9,  2004,  and  incorporated  herein  by  reference).

10.12  Investor  Relations  Service  Agreement  between  the  Company and Eclips
Ventures  International, dated February 2, 2004 (included as exhibit 10.9 to the
Form  SB-2  filed  July  27,  2004,  and  incorporated  herein  by  reference).

10.13  XO  Communications,  Inc.  Agent  Agreement  between  the  Company and XO
Communications, Inc., dated March 8, 2004 (included as exhibit 10.13 to the Form
SB-2  filed  July  27,  2004,  and  incorporated  herein  by  reference).

10.14  Mpartner  Independent  Agent  Agreement  between  the  Company and Mpower
Communications  Corp.,  dated  March  23, 2004 (included as exhibit 10.10 to the
Form  SB-2  filed  on  July  27,  2004,  and  incorporated herein by reference).

10.15  Sales  Agent  Agreement  between  the  Company and PAETEC Communications,
dated  March 23, 2004 (included as exhibit 10.11 to the Form SB-2 filed July 27,
2004,  and  incorporated  herein  by  reference).

10.16  Qwest  Services  Corporation  Master Representative Agreement between the
Company  and  Qwest  Services  Corp.,  dated March 23, 2004 (included as exhibit
10.12  to  the  Form  SB-2  filed  July  27,  2004,  and  incorporated herein by
reference).

10.17  Lease  Agreement  -  Las Vegas location between the Company and HQ Global
Workplaces,  dated  January  2,  2004 (included as exhibit 10.8 to the Form SB-2
filed  July  27,  2004,  and  incorporated  herein  by  reference).

10.18  Lease  Agreement - Los Angeles location between the Company and HQ Global
Workplaces,  dated  March  1,  2004  (included as exhibit 10.15 to the Form SB-2
filed  July  27,  2004,  and  incorporated  herein  by  reference).

10.19  Lease  Agreement  - Gold River location between the Company and HQ Global
Workplaces, dated May 20, 2004 (included as exhibit 10.16 to the Form SB-2 filed
July  27,  2004,  and  incorporated  herein  by  reference).

10.20  Lease  Agreement  - Scottsdale location between the Company and HQ Global
Workplaces, dated June 1, 2004 (included as exhibit 10.17 to the Form SB-2 filed
July  27,  2004,  and  incorporated  herein  by  reference).

10.21  Lease  Agreement  -  Seattle  location  between the Company and HQ Global
Workplaces, dated June 1, 2004 (included as exhibit 10.18 to the Form SB-2 filed
July  27,  2004,  and  incorporated  herein  by  reference).

10.22  Promissory  Note  Agreement  between the Company and Stephen Pearson, for
the  acquisition  of  Del  Mar  Systems,  Inc., dated March 1, 2004 (included as
exhibit  10.19 to the Form SB-2 filed July 27, 2004, and incorporated  herein by
reference).

10.23  Promissory  Note  between the Company and Dutchess Private Equities Fund,
dated  December  17, 2003 (included as exhibit 10.20 to the Form SB-2 filed July
27,  2004,  and  incorporated  herein  by  reference).

10.24  Promissory  Note  between the Company and Dutchess Private Equities Fund,
dated January 9, 2004 (included as exhibit 10.21 to the Form SB-2 filed July 27,
2004,  and  incorporated  herein  by  reference).

10.25  Promissory  Note  between the Company and Dutchess Private Equities Fund,
dated  February  2,  2004 (included as exhibit 10.22 to the Form SB-2 filed July
27,  2004,  and  incorporated  herein  by  reference).

10.26  Promissory  Note  between the Company and Dutchess Private Equities Fund,
dated  February  5,  2004 (included as exhibit 10.23 to the Form SB-2 filed July
27,  2004,  and  incorporated  herein  by  reference).

10.27  Employment  Agreement  between  the  Company and Robert W. Barnett, dated
January  19,  2004  (included  as  exhibit 10.25 to the Form SB-2 filed July 27,
2004,  and  incorporated  herein  by  reference).

10.28  Promissory  Note between the Company and Michael Cummings, dated December
30,  2003  (included  as exhibit 10.26 to the Form SB-2 filed July 27, 2004, and
incorporated  herein  by  reference).

10.29  Promissory Note between the Company and Michael Cummings, dated March 15,
2004  (included  as  exhibit  10.27  to  the  Form SB-2 filed July 27, 2004, and
incorporated  herein  by  reference).

10.30  Territory  License  Agreement  between  the  Company  and  5G  Wireless
Communications,  Inc.,  dated  February  2004  (included as exhibit 10.27 to the
Form  10-QSB  filed  August  23,  2004,  and  incorporated herein by reference).

10.31  Lease Agreement between the Company and Alton Plaza Property, Inc., dated
June  29,  2004  (included  as exhibit 10.28 to the Form 10-QSB filed August 23,
2004,  and  incorporated  herein  by  reference).

10.32  Stock  Purchase  Agreement between the Company, Raymond Mallory, and Will
Stice,  dated  January  17,  2005 (included as exhibit 2.1 to the Form 8-K filed
January  24,  2005,  and  incorporated  herein  by  reference).

10.33  Employment  Agreement  between  the Company and Jeffrey R. Hultman, dated
March 7, 2005 (included as exhibit 99.2 to the Form 8-K filed March 9, 2005, and
incorporated  herein  by  reference).

10.34  Employment  Agreement between the Company and Michael V. Rosenthal, dated
March  14,  2005  (included  as  exhibit  99.2  to  the Form 8-K filed March 14,
2005, and  incorporated  herein  by  reference).

14.1  Code of Ethics (included as exhibit 14.1 to the Form 10-KSB filed April 9,
2004,  and  incorporated  herein  by  reference).

21.1  List  of  Subsidiaries  (filed  herewith).

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

31.2 Certification of the 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.


(b)  Reports  Filed  on  Form  8-K

On  January  24,  2005,  the  Company  filed  an 8-K reflecting a Stock Purchase
Agreement  with  Raymond  Mallory  and  Will  Stice  to acquire California-based
networking  services  firm  Com  Services,  Inc. for $430,000 in cash and stock.

On  January  28,  2005,  the  Company filed an 8-K reflecting Michael Novielli's
interview  with  Larry  Isen  of  Marketbyte,  LLC.

On  February  18, 2005, the Company filed an 8-K reflecting the dismissal by the
Board  of Directors of Rose, Snyder & Jacobs as our principal accountant and the
appointment  by the Board of Directors of Michael Johnson & Co., LLC to serve as
our independent public accountants for the fiscal year ending December 31, 2004.

On March 9, 2005, the Company filed an 8-K reflecting acceptance by the Board of
Directors  of  Michael  Cummings' resignation as Chief Executive Officer and the
appointment  by  the  Board  of Directors of Jeffrey Hultman to serve as our new
Chief  Executive  Officer.

On  March  17,  2005,  the  Company  filed  an  8-K reflecting Michael Rosenthal
becoming  our  new  Chief  Financial  Officer.

On  May 11, 2005, the Company filed an 8-K reflecting acceptance by the Board of
Directors  of  Michael  Cummings'  resignation  as  Director.

                                    SIGNATURE

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

                        NETWORK INSTALLATION CORPORATION
                                  (Registrant)



Date:  July 29,  2005            By:    /s/  Jeffrey  R.  Hultman
                                         --------------------------------
                                         Jeffrey  R.  Hultman
                                         President  &  Chief  Executive  Officer

                                  By:    /s/  Michael  V.  Rosenthal
                                        ---------------------------------
                                        Michael  V.  Rosenthal
                                        Chief  Financial  Officer
                                       16