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 March 31, 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  May  2,  2005  there  were  21,057,813 shares of Common Stock issued and
outstanding,  $0.001  par  value.



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

                          PART I-FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

                   NETWORK INSTALLATION CORP. AND SUBSIDIARIES

                                TABLE OF CONTENTS


                                         PAGE

UNAUDITED  CONSOLIDATED  BALANCE  SHEET                                1

UNAUDITED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS                    2

UNAUDITED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS                   3

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

<S>                                                            <C>            <C>

                                                                 March 31,      December 31,
                                                                   2005            2004
                                                               (Unaudited)
                                                               -------------  --------------
ASSETS

   Current Assets:
      Cash. . . . . . . . . . . . . . . . . . . . . . . . . .  $    213,729   $  1,732
      Accounts Receivable . . . . . . . . . . . . . . . . . .       776,155    500,833
      Allowance for Doubtful Accounts . . . . . . . . . . . .       (95,486)   (95,486)
      Inventory . . . . . . . . . . . . . . . . . . . . . . .        44,786       -
      Other Current Asset . . . . . . . . . . . . . . . . . .            97       -
      Prepaid Expenses. . . . . . . . . . . . . . . . . . . .        34,375    595,812
                                                               -------------  --------------

         Total Current Assets . . . . . . . . . . . . . . . .       973,656  1,002,891
                                                               -------------  --------------

   Fixed Assets:
      Vehicles. . . . . . . . . . . . . . . . . . . . . . . .        48,515       -
      Equipment . . . . . . . . . . . . . . . . . . . . . . .        18,708       -
      Furniture and Fixtures. . . . . . . . . . . . . . . . .        46,098     46,098
                                                               -------------  --------------
                                                                    113,321     46,098
      Less: Accumulated Depreciation. . . . . . . . . . . . .       (43,585)   (9,937)
                                                               -------------  --------------

         Total Fixed Assets . . . . . . . . . . . . . . . . .        69,736     36,161
                                                               -------------  --------------

   Other Assets:
      Goodwill. . . . . . . . . . . . . . . . . . . . . . . .       594,738       -
      Security Deposits . . . . . . . . . . . . . . . . . . .        20,690     19,916
                                                               -------------  --------------

         Total Other Assets . . . . . . . . . . . . . . . . .       615,428     19,916
                                                               -------------  --------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . .  $  1,658,820 $1,058,968
                                                               =============  ==============


LIABILITIES ANDSTOCKHOLDERS' EQUITY

   Current Liabilities:
      Accounts Payable & Accrued Expenses . . . . . . . . . .     1,424,490  1,148,427
      Bank Line of Credit . . . . . . . . . . . . . . . . . .       101,220      -
      Notes Payable . . . . . . . . . . . . . . . . . . . . .       174,920     85,075
      Notes Payable - Stockholder . . . . . . . . . . . . . .       105,580    120,580
                                                               -------------  --------------

         Total Current Liabilities. . . . . . . . . . . . . .     1,806,210  1,354,082
                                                               -------------  --------------

   Long-Term Debt:
      Notes Payable . . . . . . . . . . . . . . . . . . . . .        97,500          0
      Convertible Debentures - Long-Term Debt . . . . . . . .     1,782,546  1,582,517
                                                               -------------  --------------

      Total Long-Term Debt. . . . . . . . . . . . . . . . . .     1,880,046  1,582,517
                                                               -------------  --------------

   Stockholders Equity
     Common stock, no par value, 50,000,000 shares. . . . . .        23,484     23,484
        authorized, 23,483,873 shares issued and outstanding
     Additional Paid-in Capital . . . . . . . . . . . . . . .    14,727,250  7,617,181
     Subscriptions Receivable . . . . . . . . . . . . . . . .       (30,600)      -
     Shares to be issued. . . . . . . . . . . . . . . . . . .       117,217    116,249
     Treasury Stocks (Net). . . . . . . . . . . . . . . . . .        (2,500)      -
     Accumulated Deficit. . . . . . . . . . . . . . . . . . . (16,862,287)  (9,634,545)
                                                               -------------  --------------

         Total Stockholders' Equity (Deficit) . . . . . . . .  (2,027,436)  (1,877,631)
                                                               -------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . .  $ 1,658,820 $ 1,058,968
                                                               =============  ==============

See Accountants Review Report

</TABLE>



<TABLE>
<CAPTION>

                                 Network Installation Corp.
                                Consolidated Statement of Operations
                                        (Unaudited)


<S>                                       <C>                   <C>

                                                   Three-Months Ended
                                                      March 31,
                                          --------------------------------
                                                         2005        2004
                                          --------------------  ----------

REVENUE:
    Revenue. . . . . . . . . . . . . . .  $           750,716   $ 510,522
                                          --------------------  ----------

Total Income . . . . . . . . . . . . . .              750,716     510,783
                                          --------------------  ----------

   Cost of Goods Sold. . . . . . . . . .              424,078     320,220
                                          --------------------  ----------

      Net Income . . . . . . . . . . . .              326,638     190,302
                                          --------------------  ----------

COSTS AND EXPENSES:
   Investor Relations. . . . . . . . . .              347,318      40,030
   Office Salaries . . . . . . . . . . .              210,255      30,841
   Officer Compensation. . . . . . . . .            6,575,426      77,666
   Professional Fees . . . . . . . . . .               29,342     100,847
   Telephone . . . . . . . . . . . . . .               19,973      10,022
   Insurance . . . . . . . . . . . . . .               12,978      21,402
   Consulting Fees . . . . . . . . . . .               33,188     134,069
   Rent. . . . . . . . . . . . . . . . .               36,064      10,250
   Travel. . . . . . . . . . . . . . . .               14,418      12,825
   Payroll Taxes . . . . . . . . . . . .               16,774       1,073
   Depreciation. . . . . . . . . . . . .                4,869         750
   Other Operating Expenses. . . . . . .               81,598     145,258
                                          --------------------  ----------

TOTAL EXPENSES . . . . . . . . . . . . .            7,382,203     585,033
                                          --------------------  ----------

NET LOSS FROM OPERATIONS . . . . . . . .           (7,055,565)   (394,731)
                                          --------------------  ----------

OTHER INCOME/EXPENSES
   Interest Expense. . . . . . . . . . .             (172,177)   (151,390)
                                          --------------------  ----------

TOTAL OTHER INCOME/EXPENSE . . . . . . .             (172,177)   (151,390)
                                          --------------------  ----------

NET INCOME (LOSS). . . . . . . . . . . .           (7,227,742)   (546,122)
                                          ====================  ==========

BASIC AND DILUTED LOSS PER COMMON SHARE.              $ (0.31)  $   (0.04)
                                          ====================  ==========

See Accountants Review Report

</TABLE>


<TABLE>
<CAPTION>

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

<S>                                                    <C>                   <C>
                                                              Three-Months Ended
                                                                   March 31,
                                                       ----------------------------------
                                                                      2005          2004
                                                       --------------------  ------------

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net Profit . . . . . . . . . . . . . . . . . . . .  $        (7,227,742) $(545,122)
   Stock issued for services and debt reduction . . .            6,487,772    195,000
   Beneficial conversion feature expense. . . . . . .             (170,250)   135,125
   Stock rescinded. . . . . . . . . . . . . . . . . .             (530,590)        -
   Stock warrants issued for debt inducement. . . . .              109,342         -
   Stock issued for acquisition . . . . . . . . . . .              200,000         -
   Depreciation . . . . . . . . . . . . . . . . . . .               33,648      2,250
   Adjustments to reconcile net loss to net cash used
      by operating activities
   Changes in operating assets and liabilities
      Increase in Accounts Payable. . . . . . . . . .              276,063   (250,622)
      (Increase) in Accounts Receivable . . . . . . .                  (97)   272,173
      (Increase) Decrease in Prepaid Expenses . . . .              561,437    (92,500)
      (Increase) Decrease in Other Assets . . . .                       -      (2,172)
      Increase (Decrease) in Deferred Revenues . . . .                  -    (202,055)


                                                       --------------------  ------------

NET CASH USED IN OPERATING ACTIVITIES . . . . . . . .             (260,417)  (324,190)
                                                       --------------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Inventory. . . . . . . . . . . . . . .              (44,786)   164,013
   Purchase of Goodwill . . . . . . . . . . . . . . .             (594,738)       -
   Purchase of property and equipment . . . . . . . .              (67,223)       -
                                                       --------------------  ------------

NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES . . .             (706,747)   164,013
                                                       --------------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments made on Notes Payable - Stockholder. . .              (15,000)       -
    Proceeds from Notes Payable . . . . . . . . . . .                    -     17,271
    Proceeds from Factor         . . . . . . . . . . .                   -     (3,297)
Proceeds from Notes Payable . . . . . . . . . . .                  288,566        -
    Proceeds from Long-Term borrowing . . . . . . . .              200,029    426,989
    Payments on Notes Payable . . . . . . . . . . . .               (1,181)  (116,720)
                                                       --------------------  ------------

NET CASH USED FOR FINANCING ACTIVITIES. . . . . . . .              472,414    324,243
                                                       --------------------  ------------

NET INCREASE IN CASH & CASH EQUIVALENTS . . . . . . .              211,997       (667)

BEGINNING CASH & CASH EQUIVALENTS . . . . . . . . . .                1,732        667
                                                       --------------------  ------------

ENDING CASH & CASH EQUIVALENTS. . . . . . . . . . . .  $           213,729   $      0
                                                       ====================  ============

SUPPLEMENTAL DISCLOSUE OF CASH FLOW INFORMATION
     Cash paid for interest . . . . . . . . . . . . .  $               605   $      0
                                                       ====================  ============
     Cash paid for Income Taxes . . . . . . . . . . .  $            -   $         -
                                                       ====================  ============

NON-CASH TRANSACTIONS
   Stocks issued for Services & Debt reduction. . . .  $         6,487,772   $    -
   Stocks issued for Debt Inducement. . . . . . . . .  $           109,342   $    -
   Stocks rescinded or conversion feature expense . .  $          (700,840)  $    -
                                                       ====================  ============

See Accountants Review Report

</TABLE>

<TABLE>
<CAPTION>

                                                Network Installation Corp.
                                       Consolidated Stockholders' Equity (Deficit)
                                                    March 31, 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   $         -   $ (5,466,040)  $(2,593,907)

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 feature expense.          -          -       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 . . .              -          -             -           -          -             -     (4,168,505)   (4,168,505)
                         --------------  ---------  ------------  ----------  ---------  ------------  -------------  ------------

Balance -
 December 31, 2004. . .     23,483,873     23,484     7,617,181           -    116,249             -     (9,634,545)   (1,877,631)
                         --------------  ---------  ------------  ----------  ---------  ------------  -------------  ------------
 Conversion feature expense          -          -        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 feature expense           -          -        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
Net Loss for Period .                -          -             -           -          -             -     (7,227,742)   (7,227,742)
                         --------------  ---------  ------------  ----------  ---------  ------------  -------------  ------------

Balance -
 March 31, 2005 . . . .     23,483,873   $ 23,484   $14,727,250   $ (30,600)  $117,217   $    (2,500)  $(16,862,287)  $(2,027,436)
                         ==============  =========  ============  ==========  =========  ============  =============  ============

See Accountants Review Report

</TABLE>







           REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


To  the  Board  of  Directors
Network  Installation  Corp.,  Inc.



We  have  reviewed  the accompanying balance sheet of Network Installation Corp,
Inc.  as  of  March  31,  2005 and the related statements of operations and cash
flows  for  the  three  months  ended  March  31, 2005 and 2004, included in the
accompanying Securities and Exchange Commission Form 10-QSB for the period ended
March  31,  2005.  These  financial  statements  are  the  responsibility of the
Company's  management.

We  conducted  our  reviews  in  accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  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  the  standards  of the Public Company Accounting Oversight
Board  (United  States),  the objective of which is the expression of an opinion
regarding  the  financial statements as a whole.  Accordingly, we do not express
such  an  opinion.

Based on our reviews, we are not aware of any material modifications that should
be  made  to  the accompanying 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 2, 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 operations.  The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.

We  have  previously  audited,  in  accordance  with the standards of the Public
Company  Accounting  Oversight  Board  (United  States), the balance sheet as of
December  31,  2004 and  the  related  statements of operations, stockholders'
equity  and  cash  flows for the year then ended (not presented herein).  In our
report  dated  May  6,  2005,  we  expressed  an  unqualified  opinion  on those
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying balance sheet as of March 31, 2005 is fairly stated in all material
respects  in  relation  to  the  balance  sheet  from which it has been derived.



Michael  Johnson  &  Co.,  LLC.
Denver,  Colorado
May  20,  2005




1.  DESCRIPTION  OF  BUSINESS  AND  SEGMENTS

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 is hereby referenced. In the opinion
of management, all adjustments considered necessary for a fair presentation have
been  included.  Operating  results  for the three-month periods ended March 31,
2005  are not necessarily indicative of the results that may be expected for the
year  ended  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 and Flexxtech for the
three  months  ended  March  31,  2005,  and the results of COM from the date of
acquisition, January 17, 2005 through March 31, 2005. The historical results for
the  three  months  ended  March  31,  2004  include  NIC  and  DMSI  only.

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

In  the  first  quarter  of  2004,  the  Company  utilized  a  different revenue
recognition method, the completed contracts approach.  This approach was changed
with  the  10KSB/A  reporting submitted for the year ending December 31, 2004 to
the  percentage-of-completion  method,  which  the  Company  believes  better
represents business activity.  However, when comparing first 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.

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.


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 March 31, 2004 and 2003.

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

Net  loss  per share is calculated in accordance with the Statement of financial
accounting  standards  No.  128  (SFAS No. 128), "Earnings per share". Basic net
loss  per  share  is  based  upon  the  weighted average number of common shares
outstanding.  Diluted  net  loss  per  share is based on the assumption that all
dilutive  convertible  debentures  and  warrants  were  converted  or exercised.

SEGMENT  REPORTING

Statement  of  Financial  Accounting Standards No. 131 ("SFAS 131"), "Disclosure
About  Segments  of  an  Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for  making  operating  decisions and assessing performance. Reportable segments
are  based  on  products  and  services,  geography, legal structure, management
structure, or any other manner in which management disaggregates a company. SFAS
131  has  no  effect  on the Company's consolidated financial statements for the
period  ended  March  31,  2004  and 2003, as substantially all of the Company's
operations  are  conducted  in  one  industry  segment.

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
$16,862,287,  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.  Management devoted considerable effort
toward  obtaining additional equity financing through various private placements
and  evaluation  of  its  distribution  and  marketing  methods.

4  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses  is  comprised  of  the  following:


                     March 31, 2005
                     --------------
Accounts payable. .  $  567,560
Payroll tax payable     405,418
Litigation accrual.     110,000
Accrued expenses. .     341,512
                     ----------
                     $1,424,490
                     ==========

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 March 31, 2005, and is due on demand. The balance
outstanding  as  of  March  31,  2005  was  $101,220.

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
March  31,  2005  was  $85,075.

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 March 31, 2005 was $7,345.

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  March  31,  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
March  31,  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 March 31, 2005, was $105,580.

During  the  period ended March 31, 2005, the Company issued $210,000 debentures
to  a  major shareholder of the Company. These debentures carry an interest rate
of  8%  per  annum,  due in December 2010. These debentures carried a discounted
price  from  the  face  value of $35,000. Holder is entitled to convert the face
amount  of  this Debenture, plus accrued interest, anytime following the Closing
Date,  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  (15)  trading  days  prior  to  the Conversion Date or (ii) 100% of the
closing  bid  prices  for the twenty (20) trading days immediately preceding the
Closing  Date  ("Fixed  Conversion  Price"),  each  being  referred  to  as  the
"Conversion  Price".  No  fractional  shares  or scrip representing fractions of
shares  will be issued on conversion, but the number of shares issuable shall be
rounded  up  or  down,  as  the  case  may  be,  to  the nearest whole share. In
accordance  with  EITF  00-27  98-5,  the  beneficial  conversion feature on the
issuance  of  the convertible debenture for the quarter ended March 31, 2005 has
been  recorded  in  the  amount  of  $52,500.

During the period ended March 31, 2005, the Company issued $75,000 debentures to
a  major  shareholder of the Company. These debentures carry an interest rate of
6%  per  annum,  due  in  December  2010. Holder is entitled to convert the face
amount  of  this Debenture, plus accrued interest, anytime following the Closing
Date,  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  (15)  trading  days  prior  to  the Conversion Date or (ii) 100% of the
closing  bid  prices  for the twenty (20) trading days immediately preceding the
Closing  Date  ("Fixed  Conversion  Price"),  each  being  referred  to  as  the
"Conversion  Price".  No  fractional  shares  or scrip representing fractions of
shares  will be issued on conversion, but the number of shares issuable shall be
rounded  up  or  down,  as  the  case  may  be,  to  the nearest whole share. In
accordance  with  EITF  00-27  98-5,  the  beneficial  conversion feature on the
issuance  of  the convertible debenture for the quarter ended March 31, 2005 has
been  recorded  in  the  amount  of  $18,750.

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 $3,500,000. 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 carryforwards are subject
to  limitation if there is a 50% or more positive change in the ownership of the
Company's  stock. A valuation allowance for 100% of the deferred taxes asset has
been  recorded  due  to  the  uncertainty  of  its  realization.

8.  COMMITMENTS  &  CONTINGENCIES


Litigation:
-----------

On  April  25,  2003  the  Superior  Court of the State of California, County of
Orange,  entered a judgment in the amount of $46,120 against the Company and its
former management in favor of 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  refiled  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.

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



9.  DUE  TO  FACTOR

On  January 19, 2005, the Company entered into a $128,750 factoring and security
agreement  to  sell, transfer and assign certain accounts receivable to Dutchess
Private  Equities  Fund II, LP ("Dutchess"). Dutchess may on its sole discretion
purchase  any  specific  account. All accounts sold are with recourse on seller.
All of the Company's property of NIC including accounts receivable, inventories,
equipment  and  promissory  notes  are  collateral  under  this  agreement.  The
difference  between the face amount of each purchased account and advance on the
purchased  account  shall  be  reserve  and will be released after deductions of
discount  and  charge backs on the 15th and the last day of each month. Dutchess
charged $5,205 for finance charges in connection with this agreement. During the
three  months  ended  March  31, 2005, the Company collected and made payment to
Dutchess  on  all amounts owed in connection with this agreement.  Due to factor
amounted  to  $0  as  of  March  31,  2005,  respectively.

10.  STOCKHOLDERS'  EQUITY

EQUITY
------

During  the  three months ended March 31, 2005, the Company issued and agreed to
issue  common  stock  as  follows:

During  the  three  months  ended  March  31,  2005, the Company agreed to issue
725,389  shares of common stock to accredited investors for a total of $683,450.
A  total of $652,850 was received from the individual investors during the three
months  ended  March  31,  2005.  The  remaining  $30,600 is recorded as a stock
subscription  receivable  as  of  March 31, 2005 and was received in April 2005.

During  the  three  months  ended  March  31,  2005, the Company agreed to issue
108,696  shares  of common stock in connection with the acquisition of COM for a
total  of  $200,000.

During  the  three  months  ended  March  31,  2005, the Company agreed to issue
100,000 shares of common stock valued at $99,000 for investor relations services
to  be  consummated  in  February  2005.

During  the three months ended March 31, 2005, the founder and former CEO agreed
to rescind 1,814,482 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.

During  the  three months ended March 31, 2005, a majority shareholder agreed to
rescind  685,517  shares of common stock valued at $530,590 back to the Company.
These  shares  of  common  stock were acquired in September 2003 by the majority
shareholder  in  connection with various debt financings consummated in 2003 and
were  valued  at $.774 per share at the time of issuance. Investor relations for
the  three months ended March 31, 2005 includes a reduction of the total expense
for  the  period,  of  $530,590, recorded as a result of the rescinding of these
shares  of  common  stock.

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

During  the  period ended March 31, 2005, the Company issued $210,000 debentures
to  a  major shareholder of the Company. These debentures carry an interest rate
of  8%  per  annum,  due in December 2010. These debentures carried a discounted
price  from  the  face  value of $35,000. Holder is entitled to convert the face
amount  of  this Debenture, plus accrued interest, anytime following the Closing
Date,  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  (15)  trading  days  prior  to  the Conversion Date or (ii) 100% of the
closing  bid  prices  for the twenty (20) trading days immediately preceding the
Closing  Date  ("Fixed  Conversion  Price"),  each  being  referred  to  as  the
"Conversion  Price".  No  fractional  shares  or scrip representing fractions of
shares  will be issued on conversion, but the number of shares issuable shall be
rounded  up  or  down,  as  the  case  may  be,  to  the nearest whole share. In
accordance  with  EITF  00-27  98-5,  the  beneficial  conversion feature on the
issuance  of  the convertible debenture for the quarter ended March 31, 2005 has
been  recorded  in  the  amount  of  $52,500.

During the period ended March 31, 2005, the Company issued $75,000 debentures to
a  major  shareholder of the Company. These debentures carry an interest rate of
6%  per  annum,  due  in  December  2010. Holder is entitled to convert the face
amount  of  this Debenture, plus accrued interest, anytime following the Closing
Date,  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  (15)  trading  days  prior  to  the Conversion Date or (ii) 100% of the
closing  bid  prices  for the twenty (20) trading days immediately preceding the
Closing  Date  ("Fixed  Conversion  Price"),  each  being  referred  to  as  the
"Conversion  Price".  No  fractional  shares  or scrip representing fractions of
shares  will be issued on conversion, but the number of shares issuable shall be
rounded  up  or  down,  as  the  case  may  be,  to  the nearest whole share. In
accordance  with  EITF  00-27  98-5,  the  beneficial  conversion feature on the
issuance  of  the convertible debenture for the quarter ended March 31, 2005 has
been  recorded  in  the  amount  of  $18,750.

11.  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.

12.  SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOWS

The Company paid income taxes of $0 during the three months ended March 31, 2005
and  2004,  respectively.

13.  ACQUISITION  OF  COM  SERVICES,  INC.

Pursuant  to  an  acquisition  agreement,  the  Company  acquired  100%  of  the
outstanding  shares  of  common  stock  of  COM  Services,  Inc.,  a  California
corporation,  on January 17, 2005 for $50,000 in cash, $200,000 in common stock,
and  notes  payable  of  $180,000.

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

The  discussion  and  financial  statements  contained  herein are for the three
months  ended March 31, 2005 and March 31, 2004. The following discussion should
be  read in conjunction with our financial statements and notes thereto included
herewith

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.

The  discussion  and  financial  statements  contained  herein are for the three
months  ended March 31, 2005 and March 31, 2004. The following discussion should
be  read  in  conjunction  with  our  financial statements and the notes thereto
included  herewith.

THREE MONTHS PERIOD ENDED MARCH 31, 2005 AS COMPARED TO THREE MONTHS ENDED MARCH
31,  2004

RESULTS  OF  OPERATIONS

NET  REVENUE
------------
We  generated  consolidated  net revenues of $750,716 for the three months ended
March  31,  2005, as compared to $510,522 for the three month period ended March
31,  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 $424,078 for the three months ended March 31,
2005,  as  compared to $320,220 for the three month period ended March 31, 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 ending March 31, 2005.

GROSS  PROFIT
-------------
We generated gross profit of $326,638 for the three month period ended March 31,
2005,  as  compared to $190,302 for the three month period ended March 31, 2004.
The  increase  in  gross profit is due to a larger volume of projects completed.

COSTS ANDEXPENSES
---------------

We  incurred costs of $7,382,203 for the three month period ended March 31, 2005
as  compared  to  $585,034  for  the  three  month  period ended March 31, 2004,
respectively.  Costs  and  Expenses  in  the  current  period increased due to a
substantial  increase  in  Officer Compensation. Warrants expensed at $6,476,085
were  issued  pursuant  to  employment  agreements  executed  with our new Chief
Executive  Officer  and  Chief  Financial  Officer.

NET  INCOME  (LOSS)
-------------------
We  had  a  loss  before  taxes of ($7,227,742) for the three month period ended
March  31,  2005  as compared to a loss of ($546,122) for the three month period
ended  March  31,  2004.  The  increase in loss is due a substantial increase in
Officer  Compensation  as  described  above  in  Other  Expenses.

BASIC  AND  DILUTED  INCOME  (LOSS)  PER  SHARE
-----------------------------------------------
Our  basic  and diluted income (loss) per share for the three month period ended
March 31, 2005 was ($0.31) as compared to ($0.04) for the period ended March 31,
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  March 31, 2005, our Current Assets were $973,656 and Current Liabilities
were  $1,806,210.  Cash  and  cash  equivalents were $213,729. Our Stockholder's
Deficit  at  March  31,  2005  was  ($2,027,436).

We  had  a  net  usage  of  cash due to operating activities for the three month
period  ended  March  31,  2005  of  ($260,417)compared to a ($324,910), for the
three-month  period  ended March 31, 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
March  31, 2005 and 2004 of $472,414 and $324,243, respectively. The increase is
due  to  an increase in proceeds from Notes Payable and Long Term Borrowings. We
had  $200,029  from borrowings in the period ended March 31, 2005 as compared to
$426,989  in  the  corresponding  2004  quarter.


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

On  January  6,  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  our  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 January 6, 2005, we issued a warrant
to  purchase  150,000  shares  of  our  common  stock  to  Dutchess  at  $1.83

On  January  21,  2005,  we issued convertible debentures of $60,000 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 January 21, 2005, we issued a warrant
to  purchase  60,000  shares  of  our  common  stock  to  Dutchess  at  $1.80

On  February  3,  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.

On  February  10,  2005,  we issued convertible debentures of $25,000 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.

During  the  three  months  ended  March  31,  2005, the Company agreed to issue
725,389  shares of common stock to individual investors for a total of $683,450.
A  total of $652,850 was received from the individual investors during the three
months  ended  March  31,  2005.  The  remaining  $30,600 is recorded as a stock
subscription  receivable  as  of  March 31, 2005 and was received in April 2005.

SUBSIDIARIES

As  of  March  31,  2005,  we  had  three  wholly-owned  subsidiaries,  Network
Installation  Corp., Del Mar Systems International, Inc., and COM Services, Inc.

ITEM  3.  CONTROLS  AND  PROCEDURES


As  required  by  Rule  13a-15(b)  under  the  Exchange  Act,  we  conducted  an
evaluation,  under the supervision and with the participation of our management,
including  the  current Chief Executive Officer and the Chief Financial Officer,
both  of  whom  were  appointed  in  March of 2005, of the effectiveness and the
design  and operation of our disclosure controls and procedures as of the end of
the  period  covered  by  this report. Based on the foregoing, it was determined
that our internal controls over revenue recognition for certain of our contracts
was  deficient.

This  deficiency  in  our  internal  controls related to improper recognition of
revenue  prior  to final completion of certain contracts and recognizing revenue
in  amounts  greater  than  the  proportion  of project completion, and included
ineffective controls to monitor compliance with existing policies and procedures
and  insufficient  training  of  accounting  personnel  on  complex  accounting
standards  related  to  revenue  recognition.  The  first  deficiency related to
revenue  recognition of partially complete projects when the accounting approach
to  revenue recognition then in place only allowed recognition after the project
was  complete.  The second deficiency related to revenue recognition on a number
of  accounts,  whereby  the  company  had generated an invoice in its accounting
software  for more than it was eligible to bill, recognizing revenues and A/R in
the  process.  These  invoices  were  not sent to the customer. Rather, when the
project  reached  a percent complete where the company was eligible for progress
billing, a smaller invoice was generated which was actually sent to the customer
for  these accounts. These progress billings were not captured in the accounting
software  as  revenue  or  A/R  as  the larger one already had been captured. It
should  be  noted that this occurred beginning in May of 2004, through the first
quarter  of  2005,  and  was  not  done  on  all  accounts,  but  selectively.

The  majority  of  the  improper  revenue recognition was detected in the review
process  prior  to  the  2004 10KSB filing and was not included in our financial
statements  filed  with  the SEC or otherwise publicly disclosed. To the best of
our  knowledge,  no  discrepancy  in numbers exists due to the issues identified
above  in the figures filed for the fourth quarter of 2004 and the first quarter
of 2005. We are in the process of improving our internal controls over financial
reporting  regarding  these  contracts in an effort to remediate this deficiency
providing  additional training on complex revenue recognition principles for our
accounting  staff and establishing additional policies and procedures related to
revenue  recognition.  We have already implemented personnel changes and added a
new  Chief  Financial  Officer.  In addition, access to the company's accounting
software  has  been  limited,  a  review process has been added for all invoices
prior  to  their  release,  functional  responsibility  and  accountability  for
employees  has  been  clarified, and redundancy of accounting functions has been
eliminated.  Additional  work  is  needed to fully remedy this deficiency and we
intend  to  continue our efforts to improve and strengthen our control processes
and  procedures.

Other  than as described above, there has been no change in our internal control
over financial reporting during the fiscal quarter ended March 31, 2005 that has
materially  affected, or is reasonably likely to materially affect, our internal
control  over  financial  reporting. In addition, other than as described above,
since the most recent evaluation date, there have been no significant changes in
our  internal control structure, policies, and procedures or in other areas that
could  significantly  affect  out  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.  CHANGES  IN  SECURITIES.

(c)  Recent  Sales  of  Unregistered  Securities

On  January  6,  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 January 6, 2005, we issued a warrant
to  purchase  150,000  shares  of  our  common  stock  to  Dutchess  at  $1.83.

On  January  21,  2005,  we issued convertible debentures of $60,000 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 January 21, 2005, we issued a warrant
to  purchase  60,000  shares  of  our  common  stock  to  Dutchess  at  $1.80.

On  February  3,  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.

On  February  10,  2005,  we issued convertible debentures of $25,000 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.

During  the  three  months  ended  March  31,  2005, the Company agreed to issue
725,389  shares of common stock to individual investors for a total of $683,450.
A  total of $652,850 was received from the individual investors during the three
months  ended  March  31,  2005.  The  remaining  $30,600 is recorded as a stock
subscription  receivable  as  of  March 31, 2005 and was received in April 2005.

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.

(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  (filed  herewith).

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

4.26  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  January  21,  2005  (filed  herewith).

4.27  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP  dated  January  21,  2005  (filed  herewith).

4.28  Form  of  Debenture between the Company and Preston Capital Partners, LLC,
dated  February  3,  2005  (filed  herewith).

4.29  Form  of  Debenture between the Company and Preston Capital Partners, LLC,
dated  February  10,  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:  May  24,  2005            By:    /s/  Jeffrey  R.  Hultman
                                         --------------------------------
                                         Jeffrey  R.  Hultman
                                         President  &  Chief  Executive  Officer

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