UNITED  STATES
                     SECURITIES  AND  EXCHANGE  COMMISSION


                              Washington, D.C. 20549

                                  FORM 10-QSB/A
                                   (Mark One)

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

                  For the quarterly period ended September 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)
<PAGE>
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:

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).  YES  [  ]  NO  [X]

As of September 30, 2005 there were 30,562,082 shares of common stock issued and
outstanding,  $0.001  par  value.


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

<PAGE>

<TABLE>
<CAPTION>

              NETWORK INSTALLATION CORP. AND SUBSIDIARIES
                           TABLE OF CONTENTS

<S>                                                                           <C>
                                                                              Page
------------------------------------------------------------------------      ----
Part I - Financial Information                                                   2
------------------------------------------------------------------------

  Item 1 - Financial Statements.                                                 2
------------------------------------------------------------------------
    Consolidated Balance Sheet as of September 30, 2005                          2
------------------------------------------------------------------------
    Consolidated Statements of Operations for the Three and Nine                 3
         Months Ended September 30, 2005 and September 30, 2004
------------------------------------------------------------------------
    Consolidated Statements of Cash Flows for the Nine Months                    4
         Ended September 30, 2005 and September 30, 2004
------------------------------------------------------------------------
    Consolidated Stockholders' Equity (Deficit) as of September 30, 2005         5
------------------------------------------------------------------------
    Report on Review by Independent Public Accountant                            6
------------------------------------------------------------------------
    Notes to Consolidated Financial Statements                                   7
------------------------------------------------------------------------
  Item 2 - Management's Discussion and Analysis or Plan of Operation.           12
------------------------------------------------------------------------
  Item 3 - Controls and Procedures.                                             14
------------------------------------------------------------------------

Part II - Other Information                                                     15
------------------------------------------------------------------------

  Item 1 - Legal Proceedings.                                                   15
------------------------------------------------------------------------
  Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.         15
------------------------------------------------------------------------
  Item 3 - Defaults Upon Senior Securities.                                     16
------------------------------------------------------------------------
  Item 4 - Submission of Matters to a Vote of Security Holders.                 16
------------------------------------------------------------------------
  Item 5 - Other Information.                                                   16
------------------------------------------------------------------------
  Item 6 - Exhibits and Reports on Form 8-K.                                    16
------------------------------------------------------------------------
</TABLE>

                                        1
<PAGE>

                          PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

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

<S>                                                            <C>            <C>

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

   Current Assets:
      Cash. . . . . . . . . . . . . . . . . . . . . . . . . .  $  1,325,878      $   1,732
      Accounts Receivable . . . . . . . . . . . . . . . . . .     2,496,486        500,833
      Allowance for Doubtful Accounts . . . . . . . . . . . .      (501,809)       (95,486)
      Inventory . . . . . . . . . . . . . . . . . . . . . . .     1,429,206              -
      Costs in Excess of Billings                                   408,900              -
      Other current assets. . . . . . . . . . . . . . . . . .        20,220        595,812
                                                               -------------  --------------

         Total Current Assets . . . . . . . . . . . . . . . .     5,178,881      1,002,891
                                                               -------------  --------------

   Fixed Assets:

      Vehicles. . . . . . . . . . . . . . . . . . . . . . . .       271,172              -
      Equipment . . . . . . . . . . . . . . . . . . . . . . .       211,615              -
      Leasehold improvements. . . . . . . . . . . . . . . . .        69,257              -
      Software. . . . . . . . . . . . . . . . . . . . . . . .        71,838              -
      Furniture and Fixtures. . . . . . . . . . . . . . . . .       213,671         46,098
                                                               -------------  --------------
                                                                    837,553         46,098
      Less: Accumulated Depreciation. . . . . . . . . . . . .      (461,517)        (9,937)
                                                               -------------  --------------

         Total Fixed Assets . . . . . . . . . . . . . . . . .       376,036         36,161
                                                               -------------  --------------

   Other Assets:
      Patents                                                         2,500               -
      Goodwill. . . . . . . . . . . . . . . . . . . . . . . .    11,144,216               -
      Security Deposits . . . . . . . . . . . . . . . . . . .        20,690          19,916
                                                               -------------  --------------

         Total Other Assets . . . . . . . . . . . . . . . . .    11,167,406          19,916
                                                               -------------  --------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . .  $ 16,722,323      $1,058,968
                                                               =============  ==============


LIABILITIES AND STOCKHOLDERS' EQUITY

   Current Liabilities:
      Accounts Payable & Accrued Expenses . . . . . . . . . .     2,432,859       1,148,428
      Bank Line of Credit . . . . . . . . . . . . . . . . . .       120,384               -
      Billings in excess of costs                                   705,607               -
      Payroll taxes payable                                         405,418               -
      Notes Payable . . . . . . . . . . . . . . . . . . . . .       844,302          85,075
      Notes Payable - related parties . . . . . . . . . . . . . .   290,964         120,580
      Convertible debts - current . . . . . . . . . . . . . .       301,333               -
      Convertible debts - related parties . . . . . . . . . . . . . 452,000               -
                                                               -------------  --------------

         Total Current Liabilities. . . . . . . . . . . . . .     5,552,867       1,354,083
                                                               -------------  --------------

   Long-Term Debt:
      Notes payable                                               1,266,943               -
      Notes payable - related parties                               202,539               -
      Convertible Debentures . . . . . . . .                      2,999,221       1,582,516
                                                               -------------  --------------

      Total Long-Term Debt. . . . . . . . . . . . . . . . . .     4,468,703       1,582,516
                                                               -------------  --------------

   Stockholders Equity
     Common stock, no par value, 100,000,000 shares. . . . . .       30,562          23,484
        authorized, 30,562,082 shares issued and
        outstanding as of 9/30/05, 23,483,873 shares
        issued and outstanding as of 12/31/04
     Additional Paid-in Capital . . . . . . . . . . . . . . .    26,316,746       7,617,181
     Shares to be issued. . . . . . . . . . . . . . . . . . .       116,357         116,249
     Accumulated Deficit. . . . . . . . . . . . . . . . . . .   (19,762,912)     (9,634,545)
                                                               -------------  --------------

         Total Stockholders' Equity (Deficit) . . . . . . . .     6,700,753      (1,877,631)
                                                               -------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . . .  $ 16,722,323   $   1,058,968
                                                               =============  ==============

See Accountants Review Report

</TABLE>

                                        2
<PAGE>
<TABLE>
<CAPTION>

                               Network Installation Corp.
                          Consolidated Statement of Operations
                                        (Unaudited)


<S>                                       <C>               <C>              <C>              <C>
                                               Three Months Ended                Nine Months Ended
                                                  September 30,                      September 30,
                                           -------------------------         ---------------------------
                                               2005           2004               2005             2004
                                           ----------       --------         ----------       ----------
Revenue:
   Revenue                                $ 1,075,471     $  760,835       $  2,964,570      $ 2,000,762

   Cost of Goods Sold                         880,032        374,335          2,206,730        1,041,646
                                           ----------       --------         ----------       ----------
      Gross Profit                            195,439        386,500            757,840          959,116

Costs and Expenses:
   Investor Relations                          80,708        119,000            588,170          394,330
   Office Salaries                            396,421        252,243            871,680          640,576
   Officer Compensation                             -              -          6,575,426                -
   Professional Fees                          160,321         92,826            253,626          264,199
   Telephone                                   20,332         19,171             54,108           96,887
   Bad debt expense                           198,695         10,648            198,695          170,647
   Insurance                                   46,987         31,312            118,231           80,669
   Consulting Fees                             17,187         70,210             77,563          112,288
   Rent                                        41,042         32,167            116,924           63,290
   Payroll Taxes                               19,635         20,895             49,009           53,063
   Depreciation                                 5,529            538             12,044            1,787
   Writeoff of goodwill                       628,614              -            628,614                -
   Other Operating Expenses                    69,366        167,032            403,826          421,130
                                           ----------       --------         ----------       ----------
Total Expenses                              1,684,837        816,042          9,947,916        2,298,866

Net Loss from Operations                   (1,489,398)      (429,542)        (9,190,076)      (1,339,750)

Other Income/Expenses
   Interest Income                                  1          1,860                  1            3,210
   Interest Expense                          (435,768)      (119,425)          (938,292)        (320,640)
                                          ----------        --------         ----------       ----------
Total Other Income/Expense                   (435,767)      (117,565)          (938,291)        (317,430)

Net Income (Loss)                        $ (1,925,165)   $  (547,107)     $ (10,128,367)    $ (1,657,180)
                                         =============   ============     =============     ============
Basic and Diluted Loss per Common Share  $      (0.11)   $     (0.02)     $       (0.49)    $      (0.09)
                                         =============   ============     =============     ============

Basic and diluted weighted average
shares outstanding                         17,764,338     23,168,012         20,606,252       18,641,574
<FN>
See Accountants Review Report


</TABLE>
                                        3
<PAGE>
<TABLE>
<CAPTION>

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

<S>                                                    <C>                   <C>
                                                                 Nine Months Ended
                                                                    September 30,
                                                           --------------------------------
                                                                2005              2004
                                                           -------------      -------------
Cash Flows from Operating Activities:

   Net Profit                                               $ (10,128,367)     $ (1,657,180)
   Stock issued for services and debt reduction                 6,655,110           195,000
   Beneficial conversion feature expense                          556,250           207,625
   Stock rescinded                                               (530,590)                -
   Stock warrants issued for debt inducement                      585,430                 -
   Depreciation                                                    12,044           107,883
   Amortization of debt discount                                  176,084                 -
   Bad debt expense                                               198,695                 -
   Writeoff of goodwill                                           628,614                 -
   Debt conversion                                                165,000                 -
   Adjustments to reconcile net loss to net cash used
      by operating activities
   (Increase) decrease in assets
      Accounts receivable                                       (456,801)         (434,946)
      Inventory                                                 (463,279)          200,000
      Costs in excess of billings                                 79,470                 -
      Other assets                                               577,917          (684,513)
   Increase (decrease) in liabilities
Accounts payable and accrued expenses                            195,593            59,722
      Billings in excess of costs                               (207,029)                -
      Deferred revenues                                                -          (280,924)
                                                           -------------      -------------
Net Cash Used in Operating Activities                        (1,955,859)        (2,287,333)
                                                           -------------      -------------
Cash Flows from Investing Activities
   Cash received upon acquisition of subsidiary                  930,828             3,233
   Cash paid to acquire subsidiary                               (50,000)                -
   Purchase of property and equipment                            (11,011)                -
                                                           -------------      -------------
Net Cash Flows Provided by Investing Activities                 869,817              3,233
                                                           -------------      -------------
Cash Flows from Financing Activities:
    Payments made on notes payable                             (298,706)          (570,260)
    Proceeds from notes Payable                                   5,850                  -
    Payments made on related party debt                        (120,580)                 -
    Payments made on short term debts                           (19,826)           (14,056)
    Proceeds from convertible debt issuances                  1,900,000            871,989
    Issuance of stock for cash                                  943,450          2,235,000
                                                           -------------      -------------
Net Cash Used for Financing Activities                        2,410,188          2,522,673
                                                           -------------      -------------
Net Increase in Cash & Cash Equivalents                       1,324,146            238,573

Beginning Cash & Cash Equivalents                                 1,732                667

Ending Cash & Cash Equivalents                              $ 1,325,878        $   239,240
                                                           =============       ============
SUPPLEMENTAL DISCLOSUE OF CASH FLOW INFORMATION
     Cash paid for interest                                 $    19,687        $    20,800
     Cash paid for Income Taxes                             $         -        $        -
                                                           =============       ============
NON-CASH TRANSACTIONS
   Stock issued for services and debt reduction            $  6,655,110        $   195,000
   Beneficial conversion feature expense                   $    556,250        $   147,625
   Stock rescinded                                         $   (530,590)       $         -
   Writeoff of goodwill                                    $    628,614        $         -
   Stock warrants issued for acquisition                   $ 10,232,101        $   500,000
   Stock warrants issued for debt inducement               $    585,430        $         -
                                                           =============       ============
<FN>
See Accountants Review Report

</TABLE>

                                        4
<PAGE>

<TABLE>
<CAPTION>

                                                Network Installation Corp.
                                       Consolidated Stockholders' Equity (Deficit)
                                                    September 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)

Beneficial conversion
 feature expense                   -         -         556,250         -             -         -               -        556,250
Issuance of stock
 warrants for inducement           -         -         585,430         -             -         -               -        585,430
Issuance of stock for
 acquisition                       -         -         199,892         -           108         -               -        200,000
Stock issued for services    100,000       100          98,900         -             -         -               -         99,000
Issuance of stock warrants
 for officer compensation          -         -       6,476,085         -             -         -               -      6,476,085
Rescinding of investor's
 stock                      (685,517)     (685)       (529,905)        -             -         -              -       (530,590)
Issuance of stock for
 Cash                       1,460,692    1,460         941,990         -             -         -               -        943,450
Issuance of stock for
 debt conversion              18,939        19             (19)        -             -         -               -              -
Issuance of stock for
 services                     55,000        55          79,970         -             -         -               -         80,025
Rescinding of founders
 stock                    (7,887,482)   (7,887)          7,887         -             -         -               -              -
Debt conversion                                         65,000                                                           65,000
Issuance of stock for
 acquisition              14,016,577    14,016      10,218,085                                                       10,232,101
Net Loss for Period              -         -               -         -             -          -       (10,128,367)  (10,128,367)
                          ----------  --------     -----------    -------  -----------  ----------  --------------  ------------
Balance -
 September 30, 2005       30,562,082  $ 30,562     $26,316,746    $  -     $   116,357      $ -     $ (19,762,912)   $6,700,753
                          ==========  ========     ===========    =======  ===========  ==========  ==============  ============


<FN>
See Accountants Review Report

</TABLE>
                                        5
<PAGE>

JASPERS  +  HALL,  PC
CERTIFIED  PUBLIC  ACCOUNTANTS
------------------------------
9175  E.  KENYON  AVENUE,  SUITE  100
DENVER,  CO  80237
303-796-0099


             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 September 30, 2005, and the related consolidated
statement  of  operations  for  the  three-month  and  nine-month  period  ended
September  30,  2005,  and cash flows and stockholders' equity (deficit) for the
nine-months  ended  September  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.  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 September 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
November  21,  2005
                                        6
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------

1.  DESCRIPTION  OF  BUSINESS  AND  SEGMENTS

OVERVIEW

Network  Installation  Corporation (NIC) was incorporated on July 18, 1997 under
the  laws  of  the  state  of  California.

The  Company  is  a one-source solution business focusing on the design, project
management,  installation,  and  deployment of data, voice, video, audio/visual,
security  and  surveillance  systems,  entertainment  and  special  effects, and
telecom systems. The Company first determines its clients' requirements by doing
a needs analysis and site audit. The Company then implements its specific design
of  the  product to meet each customer's needs. The Company seeks to exploit the
growing  demand  for high-speed connectivity by leveraging our extensive design,
installation,  and  audio/visual  expertise  into  providing  complete  superior
network  solutions  across  a  vast  majority of communication requirements, for
several  high  growth  customer  segments, including gaming, defense, education,
homeland  security,  and  multiple  dwelling  units  ("MDU"s).

The  Company  has  distinguished  itself  from  its  peers by employing a highly
capable  and  talented  design team, offering one-stop shopping for our customer
needs,  and  building  on  long-standing  customer  relationships and referrals.

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 and nine month periods ended
September  30,  2005  are  not necessarily indicative of the results that may be
expected  for  the  year  ending  December  31,  2005.

ACQUISITION OF KELLEY COMMUNICATIONS COMPANY, INC.
--------------------------------------------------

Pursuant  to  an  acquisition  agreement,  the  Company  acquired  100%  of  the
outstanding  shares  of  common  stock of Kelley Communications Company, Inc., a
Nevada  corporation,  on  September  22,  2005  for $10,232,101 in common stock.
Goodwill of $11,144,216 was recorded upon the acquisition and is valued based on
Kelley's  customer pipeline and current customer backlog. Kelley is a Las Vegas,
Nevada-based  businesses  focusing  on  the  design,  project  management,
installation,  and  deployment of data, voice, video, audio/visual, security and
surveillance  systems,  entertainment  and special effects, and telecom systems.
Mike  Kelley,  the  100%  owner  of  Kelley  prior  to the acquisition, received
14,061,577  shares of the Company's common stock. Kelley's results of operations
for  the  period from September 22, 2005 through September 30, 2005 are included
in  these  interim  financial  statements.

The  audit  of  Kelley  as  of  September  22,  2005 has not yet been completed.
However,  the Company's preliminary financial analysis and due diligence related
to  the acquisition is complete. Kelley's unaudited balance sheet as of the date
of  acquisition  is  as  follows.

<TABLE>
<CAPTION>

<S>                            <C>

Cash                           $     930,828
Accounts receivable                1,234,668
Inventory                            965,927
Costs in excess of billings          488,370
Other assets                           5,599
Fixed assets                         713,220
Accumulated depreciation            (407,534)
Goodwill                          11,144,216
Accounts payable                     879,995
Notes payable                      3,050,560
Billings in excess of earnings       912,638
                               -------------
Total                          $  10,232,101
                               =============

</TABLE>
                                        7
<PAGE>

The  following  pro  forma  information  is  presented as though the Company had
completed  the acquisition of Kelley as of the beginning of the year, on January
1,  2005.  Revenues  represent  total revenues and net loss represents total net
loss  of  the  Company for the three and nine months ended September 30, 2005 if
Kelley  had  been  acquired  as  of  January  1,  2005.

<TABLE>
<CAPTION>

<S>                        <C>                     <C>

                           Three Months Ended        Nine Months Ended
                           September 30, 2005       September 30, 2005
                           -------------------      -------------------
Revenues                  $         2,823,861      $         4,959,875
Net loss                  $        (2,498,739)     $       (11,055,873)

</TABLE>

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

The  accompanying  financial  statements  include  the  accounts  of  Network
Installation Corp. ("NIC") and its 100% owned subsidiaries, Network Installation
Corporation,  Kelley  Communications Company, Inc.("Kelley"), 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 DMSI for the three months
ended  September 30, 2005 and Kelley from the date of acquisition, September 22,
2005  through  September  30,  2005. The historical results for the three months
ended  September  30,  2004  include  NIC  and  DMSI  only.

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  uncollectibility 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
-----------------------------------

The  Company's  financial  instruments,  including  cash  and  cash equivalents,
accounts  receivable,  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 September 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.

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

In  the  third  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 third 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.

The  Company estimates the likelihood of customer payment based principally on a
customer's  credit  history  and the Company's general credit experience. To the
extent the Company's 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.

                                        8
<PAGE>

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 nine months ended September 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. For all periods, all of the Company's common stock equivalents were
excluded from the calculation of diluted loss per common share because they were
anti-dilutive,  due  to  the  Company's  net  losses.

SEGMENT  REPORTING
------------------

Statement  of  Financial  Accounting Standards No. 131 ("SFAS 131"), "Disclosure
About  Segments  of  an  Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for  making  operating  decisions and assessing performance. Reportable segments
are  based  on  products  and  services,  geography, legal structure, management
structure, or any other manner in which management disaggregates a company. SFAS
131  has  no  effect  on the Company's consolidated financial statements for the
period  ended September 30, 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
$19,762,912,  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.

                                        9
<PAGE>
4.  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses  is  comprised  of  the  following:

<TABLE>
<CAPTION>

<S>                  <C>

                       September 30, 2005
                       ------------------
Accounts payable       $       2,262,859
Litigation accrual.              170,000
                       ------------------
                       $       2,432,859
                       ==================

</TABLE>

5.  WRITEOFF OF GOODWILL

Throughout  2005,  the  Company  has  witnessed declining profits within its Com
Services division. Upon the completion of an impairment review of the division's
assets,  the  Company  decided to write-off goodwill of $628,614, which had been
generated  from  the  acquisition  of  Com  Services, Inc., on January 17, 2005.

6.  PAYROLL TAX LIABILITY

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.

7.  BANK  LINE  OF  CREDIT  AND  NOTES  PAYABLE

The  Company  assumed  a  $100,000  revolving  line of credit with a Bank with a
balance  of  $100,538  in  connection  with the COM acquisition. This note bears
interest  at  a variable rate, 9.75% as of September 30, 2005 and was called due
as  a  result  of  the  acquisition  of  Kelley,  which  was  determined to be a
significant  change  in  control  of  the Company. The balance outstanding as of
September  30,  2005 was $103,446. As of the date of these financial statements,
the  balance  on  this  debt  is  approximately  $81,000.  The  Company  is  in
negotiations  with the Bank to make payment on this debt in full or to determine
an  appropriate  installment  plan.

The  Company  assumed  credit  card  liabilities  in  connection  with  the  COM
acquisition.  The  balance  outstanding  as  of  September 30, 2005 was $16,938.

Upon  the  acquisition  of  Kelley, the Company assumed a note payable to a Bank
dated  August  30,  2005,  and  carrying interest at a variable rate,2% over the
Prime Rate, or 8.50% as of September 30, 2005. Principal payments of $20,834 are
due  on  this note through September 15, 2008. The balance of $755,599 remaining
outstanding as of September 30, 2005, and included a current portion of $255,583
as  of  September  30,  2005.

Upon  the  acquisition  of  Kelley, the Company assumed a note payable to a Bank
dated  September  20,  2005  and  carrying  interest  at  a fixed rate of 7.50%.
Principal  and  interest  payments  of $32,672 are payable through September 20,
2008.  The  balance of $1,050,961 remained outstanding as of September 30, 2005,
and  included  a  current  portion  of  $326,589  as  of  September  30,  2005.

Upon  the  acquisition  of Kelley, the Company assumed a note payable to a Bank,
secured  by an automobile, carrying interest at a fixed rate of 5.75%. Principal
and  interest  payments  of $371 are payable through May 5, 2009. The balance of
$14,655  remained  outstanding  as  of  September  30,  2005.

Upon  the  acquisition  of Kelley, the Company assumed a note payable to a Bank,
secured  by an automobile, carrying interest at a fixed rate of 5.75%. Principal
and  interest  payments  of $369 are payable through May 5, 2009. The balance of
$14,589  remained  outstanding  as  of  September  30,  2005.

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
September  30,  2005  was  $85,075.  The  company  plans  to  make  payments  of
approximately  $7,000  per  month  for  the  next  twelve  months.

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 September 30, 2005 was $4,312.

The  Company  contracted  a  $126,000 note payable in January 2005 in connection
with  the  COM  acquisition. This note bears interest at 6.00% and is payable in
monthly  installments  of  $5,250,  maturing  in  January  2007.  The  balance
outstanding  as  of  September  30,  2005  was  $106,250.

The Company contracted a $54,000 note payable in January 2005 in connection with
the COM acquisition. This note bears interest at 6.00% and is payable in monthly
installments  of $2,250, maturing in January 2007. The balance outstanding as of
September  30,  2005  was  $37,249.

Upon  the  acquisition  of Kelley, the Company assumed a note payable to a Bank,
secured  by  three  automobiles,  carrying  interest  at  a fixed rate of 6.25%.
Principal and interest payments of $1,536 are payable through March 7, 2008. The
balance  of  $42,555  remained  outstanding  as  of  September  30,  2005.

During  the three months ended September 30, 2005, the Company issued $1,032,000
in  convertible  debentures  to  certain  shareholders  of  the  Company.  The
convertible  debentures  carry  an interest rate of 6% and 8% per annum, and are
due  in  July, August and September of 2010. These debentures were issued with a
discounted  price  from  the  face  value of $147,000. 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 September 30, 2005
has  been  recorded  in  the amount of $27,500. Additionally, the Company issued
warrants  to  purchase  882,000 shares of the Company's common stock at $.86 per
share.  These warrants were valued at $227,331 and will be amortized as interest
expense  through  the  maturity  date  of  the  convertible  debentures.

Upon  the  acquisition  of  Kelley,  the  Company issued $360,000 in convertible
debentures  to  an  officer  of the Company. The convertible debentures carry an
interest  rate  of 0.00% and are due in September of 2006. These debentures were
issued  with  a  discounted  price from the face value of $60,000. 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
September 30, 2005 has been recorded in the amount of $90,000. Additionally, the
Company  issued warrants to purchase 90,000 shares of the Company's common stock
at  a  purchase  price  equal  to  120%  of the fair market value on the date of
issuance.  These  warrants  were  valued  at  $14,160  and  will be amortized as
interest  expense  through  the  maturity  date  of  the convertible debentures.

                                       10
<PAGE>
8.  RELATED  PARTY  TRANSACTIONS

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

Upon  the  acquisition  of  Kelley,  the Company assumed $540,000 in convertible
debentures due to an officer of the Company. The convertible debentures carry an
interest  rate  of 0.00% and are due in September of 2006. These debentures were
issued  with  a  discounted  price from the face value of $90,000. 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
September  30,  2005  has been recorded in the amount of $135,000. Additionally,
the  Company  issued warrants to purchase 135,000 shares of the Company's common
stock  at a purchase price equal to 120% of the fair market value on the date of
issuance.  These  warrants  were  valued  at  $21,239  and  will be amortized as
interest  expense  through  the  maturity  date  of  the convertible debentures.

Upon  the  acquisition  of Kelley, the Company assumed $492,856 in various notes
payable  to  an officer, carrying interest at a fixed rate of 5.00%. These notes
payable  were  refinancing  on  October  7,  2005  with  a $492,856 note payable
carrying  interest  at  6.00%  and  requiring  24 monthly payments of $17,412 in
principal  and  interest  through  September  2007.  The  balance  of  $493,503,
including  a  current  portion of $290,964, remained outstanding as of September
30,  2005.

9.  INCOME  TAXES

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss.  Through  September 30, 2005,  the  Company  incurred net
operating  losses  for  tax  purposes  of  approximately  $19,762,912.  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.

10.  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.

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  these litigations will have any
material  impact  on  the  Company's  financial  statements.

11.  STOCKHOLDERS'  EQUITY

EQUITY
------

During  the  three  months  ended  September 30, 2005, the Company issued common
stock  as  follows:

Pursuant  to  an  acquisition  agreement,  the  Company  acquired  100%  of  the
outstanding  shares  of  common  stock of Kelley Communications Company, Inc., a
Nevada  corporation, on September 22, 2005 for $10,232,101 in common stock. Mike
Kelley,  the  100% owner of Kelley prior to the acquisition, received 14,061,577
shares  of  the  Company's  common  stock.

12.  BASIC  AND  DILUTED  NET  LOSS  PER  SHARE

Basic  and diluted net loss per share for the three-month period ended September
30,  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.

13.  SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOWS

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

14.  SUBSEQUENT EVENTS

The Company purchased 100% of the outstanding shares of common stock of Spectrum
Communications  Cabling  Services,  Inc., ("Spectrum") a California corporation,
for  $14,000,000, paid in common stock on the date of closing, November 1, 2005.
The  shareholders of Spectrum received 18,567,639 shares of the Company's common
stock.

The  audit  of  Spectrum  as  of  November  1,  2005 has not yet been completed.
However,  the Company's preliminary financial analysis and due diligence related
to the acquisition is complete. The Company currently anticipates allocating the
$14,000,000  purchase  price  as  follows.

<TABLE>
<CAPTION>

<S>                            <C>

Cash                           $   1,342,179
Investments                          416,386
Accounts receivable                4,594,549
Inventory                            381,695
Costs in excess of billings          295,537
Other assets                          59,420
Fixed assets                       1,551,559
Accumulated depreciation          (1,364,590)
Goodwill                          10,486,079
Accounts payable                   1,915,776
Customer deposits                    195,629
Billings in excess of earnings     1,621,602
Other liabilities                     29,807
                               -------------
Total                          $  14,000,000
                               =============

</TABLE>

                                       11
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

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

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  Report  on  Form  10-QSB/A 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  MONTH  PERIOD  ENDED SEPTEMBER 30, 2005 AS COMPARED TO THREE MONTH PERIOD
ENDED  SEPTEMBER  30,  2004

CHANGE IN REVENUE RECOGNITION POLICY

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

RESULTS  OF  OPERATIONS

NET  REVENUE
------------

We  generated consolidated net revenues of $1,075,471 for the three months ended
September  30,  2005,  as  compared to $760,835 for the three month period ended
September  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  GOODS SOLD
-----------------

We  incurred Cost of Goods Sold of $880,032 for the three months ended September
30, 2005, as compared to $374,335 for the three month period ended September 30,
2004.  Our Cost of Goods Sold increase is due to an increase in the expansion of
business  from  the  prior  quarter  which  were  expensed  in  the period ended
September  30,  2005.

GROSS  PROFIT
-------------

We generated gross profit of $195,439 for the three month period ended September
30, 2005, as compared to $386,500 for the three month period ended September 30,
2004.  The  decrease in gross profit is due to higher project costs incurred for
specific  jobs  in  progress  as  of  September  30,  2005.

COSTS AND EXPENSES
---------------

We  incurred  costs of $1,684,837 for the three month period ended September 30,
2005  as  compared  to  $816,042  for the three month period ended September 30,
2004,  respectively.  The  increase  in  costs  resulted  from  increased office
salaries,  professional  fees  and  bad debts and goodwill write-offs during the
three  months  ended  September  30,  2005.

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

We  had  a  loss  before  taxes of ($1,925,165) for the three month period ended
September  30,  2005  as  compared  to  a loss of ($547,107) for the three month
period  ended  September  30, 2004. The increase in our total loss is due to the
factors  described  above.

BASIC  AND  DILUTED  INCOME  (LOSS)  PER  SHARE
-----------------------------------------------

Our  basic  and diluted income (loss) per share for the three month period ended
September  30,  2005  was  ($0.11)  as  compared to ($0.02) for the period ended
September  30,  2004.  The  increase in our loss per share is due to the factors
described  above.

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

As  of  September  30,  2005,  our  Current  Assets  were $5,178,881 and Current
Liabilities  were  $5,552,867.  Cash  and  cash equivalents were $1,325,878. Our
Stockholder's  equity  at  September  30,  2005  was  $6,700,753.

We had a net usage of cash due to operating activities for the nine month period
ended  September  30,  2005  of ($1,955,859) compared to a ($2,287,333), for the
nine  month  period ended September 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 nine month period ended
September  30,  2005  and  2004  of $2,410,188 and $2,529,139, respectively. The
increase  is  due  to  an  increase in proceeds from Notes Payable and Long Term
Borrowings.

                                       12
<PAGE>
FINANCING  ACTIVITIES
---------------------

On  September 14, 2005, we issued convertible debentures of $132,000 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 September 14, 2005, we issued a
warrant  to  purchase  132,000  shares of our common stock to Dutchess at $0.86.

On  September 22, 2005, we issued convertible debentures of $750,000 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 September 22, 2005, we issued a
warrant  to  purchase  750,000  shares of our common stock to Dutchess at $0.86.

On July 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 6% 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  August  17,  2005,  we  issued convertible debentures of $100,000 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  6% 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  September  30,  2005,  we  had  four  wholly-owned subsidiaries, Network
Installation  Corp.,  Del  Mar Systems International, Inc., Kelley Communication
Company,  Inc,  and  Com  Services,  Inc.

                                       13
<PAGE>
ITEM  3.  CONTROLS  AND  PROCEDURES.

Disclosure Controls and Procedures
----------------------------------

Our  management evaluated, with the participation of our Chief Executive Officer
and  our  Interim  Chief  Financial Officer, the effectiveness of our disclosure
controls  and  procedures  as of the end of the period covered by this Quarterly
Report on Form 10-QSB. Based on this evaluation, our Chief Executive Officer and
our  Interim 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 Interim 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.

Changes in Internal Controls over Financial Reporting
-----------------------------------------------------

There  were  no  changes  in  our internal control over financial reporting that
occurred  during  our  last fiscal quarter that have materially affected, or are
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.

                                       14
<PAGE>
                            PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

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 July 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 6% 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  August  17,  2005,  we  issued convertible debentures of $100,000 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  6% 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  September 14, 2005, we issued convertible debentures of $132,000 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.

On  September 22, 2005, we issued convertible debentures of $750,000 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 financing on September 14, 2005 and September 22, 2005
with Dutchess, we issued warrants to purchase 882,000 shares of our common stock
at  $.86 per share. These warrants were valued at $227,331 and will be amortized
as  interest  expense  through  the maturity date of the convertible debentures.

On  September  22,  2005,  we  issued  warrants to purchase 90,000 shares of our
common  stock  at a purchase price equal to 120% of the fair market value on the
date of issuance. These warrants were valued at $14,160 and will be amortized as
interest  expense  through  the  maturity  date  of  the convertible debentures.

On  September  22,  2005,  we  issued warrants to purchase 135,000 shares of our
common  stock  at a purchase price equal to 120% of the fair market value on the
date of issuance. These warrants were valued at $21,239 and will be amortized as
interest  expense  through  the  maturity  date  of  the convertible debentures.

Pursuant to an acquisition agreement, we acquired 100% of the outstanding shares
of common stock of Kelley Communications Company, Inc., a Nevada corporation, on
September  22, 2005 for $10,232,101 in common stock. Mike Kelley, the 100% owner
of  Kelley  prior  to  the acquisition, received 14,061,577 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.

                                       15
<PAGE>
ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

We  assumed  a  $100,000  revolving line of credit with a Bank with a balance of
$100,538  in  connection with the COM acquisition. This note bears interest at a
variable  rate, 9.75% as of September 30, 2005 and was called due as a result of
the  acquisition  of  Kelley, which was determined to be a significant change in
control  of  the  Company.  The balance outstanding as of September 30, 2005 was
$103,446. As of the date of these financial statements, the balance on this debt
is  approximately  $81,000. The Company is in negotiations with the Bank to make
payment  on  this  debt in full or to determine an appropriate installment plan.

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

NOT  APPLICABLE.

ITEM  5.  OTHER  INFORMATION.

On  June 1, 2005, our Board of Directors dismissed Michael Johnson & Co., LLC as
our  principal  accountant.  The  Board  had  appointed Michael Johnson & Co. on
February 11, 2005. From April 29, 2004 through February 11, 2005, Rose, Snyder &
Jacobs  was  our  principal  accountant,  as filed on a Form 8-K on February 18,
2005.

On  the  same date, the Board of Directors appointed the firm Jaspers + Hall, PC
to  serve  as  our  independent  public  accountants  for the fiscal year ending
December  31,  2005.  The  decision  to  change  accountants was recommended and
approved  by  the  Board  of  Directors.

From February 11, 2005 through the date hereof, there were no disagreements with
Michael  Johnson  &  Co.  on  any  matter of accounting principles or practices,
financial  statement  disclosure,  or  auditing scope or procedure which, if not
resolved to Michael Johnson & Co.'s satisfaction, would have caused them to make
reference  to  the subject matter of such disagreements in connection with their
report  on  our  consolidated  financial  statements  for  such  year.

During  the year ended December 31, 2004 and through the date hereof, we did not
consult  with  Jaspers  + Hall, PC with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of  audit  opinion  that  might  be  rendered  on  our  financial  statements.

                                       16
<PAGE>
ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

Exhibits

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

2.1  Plan  of  Reorganization  between  the  Company  and  Michael Kelley, dated
September  22,  2005  (included  as exhibit 2.1 to the Form 8-K filed October 6,
2005,  and  incorporated  herein  by  reference).

2.2  Acquisition  Agreement  and  Plan of Reorganization between the Company and
Robert and Sherry Rivera dated November 1, 2005 (included as exhibit 10.1 to the
Form  8-K  filed  November  7,  2005,  and  incorporated  herein  by reference).

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 (included as exhibit 4.30 to the Form 10-QSB filed
July  29,  2005,  and  incorporated  herein  by  reference).

4.31  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP, dated April 22, 2005 (included as exhibit 4.31 to the Form 10-QSB filed
July  29,  2005,  and  incorporated  herein  by  reference).

4.32  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  May 12, 2005 (included as exhibit 4.32 to the Form 10-QSB filed
July  29,  2005,  and  incorporated  herein  by  reference).

4.33  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  May 12, 2005 (included as exhibit 4.33 to the Form 10-QSB filed
July  29,  2005,  and  incorporated  herein  by  reference).

4.34  Form  of Debenture between the Company and Preston Capital Partners, dated
May  26,  2005 (included as exhibit 4.34 to the Form 10-QSB filed July 29, 2005,
and  incorporated  herein  by  reference).

4.35  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  May 27, 2005 (included as exhibit 4.35 to the Form 10-QSB filed
July  29,  2005,  and  incorporated  herein  by  reference).

4.36  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  May 27, 2005 (included as exhibit 4.36 to the Form 10-QSB filed
July  29,  2005,  and  incorporated  herein  by  reference).

4.37  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  June 6, 2005 (included as exhibit 4.37 to the Form 10-QSB filed
July  29,  2005,  and  incorporated  herein  by  reference).

4.38  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  June 6, 2005 (included as exhibit 4.38 to the Form 10-QSB filed
July  29,  2005,  and  incorporated  herein  by  reference).

4.39  Form  of Debenture between the Company and Preston Capital Partners, dated
June  20, 2005 (included as exhibit 4.39 to the Form 10-QSB filed July 29, 2005,
and  incorporated  herein  by  reference).

4.40  Collateral  Agreement  between  the  Company and Dutchess Private Equities
Fund,  II,  L.P.,  dated September 19, 2005 (included as exhibit 4.1 to the Form
8-K  filed  October  6,  2005,  and  incorporated  herein  by  reference).

4.41  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  L.P.,  dated  September  22,  2005 (included as exhibit 4.2 to the Form 8-K
filed  October  6,  2005,  and  incorporated  herein  by  reference).

4.42  Debenture  Registration  Rights Agreement between the Company and Dutchess
Private  Equities  Fund L.P., Dutchess Private Equities Fund, II, L.P., Dutchess
Capital  Management,  LLC,  dated September 22, 2005 (included as exhibit 4.3 to
the  Form  8-K  filed  October  6,  2005, and incorporated herein by reference).

4.43  Subscription  Agreement  between the Company and Dutchess Private Equities
Fund  L.P.,  Dutchess  Private  Equities  Fund,  II,  L.P.,  Dutchess  Capital
Management,  LLC,  dated September 22, 2005 (included as exhibit 4.4 to the Form
8-K  filed  October  6,  2005,  and  incorporated  herein  by  reference).

4.44  Warrant  between the Company and Dutchess Private Equities Fund, II, L.P.,
dated  September 22, 2005 (included as exhibit 4.5 to the Form 8-K filed October
6,  2005,  and  incorporated  herein  by  reference).

4.45 Promissory Note between the Company and Michael Kelley, dated September 22,
2005  (included  as  exhibit  4.6  to  the  Form  8-K filed October 6, 2005, and
incorporated  herein  by  reference).

4.46  Promissory  Note between the Company and Robert Unger, dated September 22,
2005  (included  as  exhibit  4.7  to  the  Form  8-K filed October 6, 2005, and
incorporated  herein  by  reference).

4.47  Security  Agreement between the Company and Dutchess Private Equities Fund
L.P.  and  Dutchess  Private  Equities  Fund, II, L.P., dated September 22, 2005
(included as exhibit 4.8 to the Form 8-K filed October 6, 2005, and incorporated
herein  by  reference).

4.48  Promissory  Note  between  the Company and Robert and Sherry Rivera, dated
November  1,  2005  (included  as exhibit 10.2 to the Form 8-K filed November 7,
2005,  and  incorporated  herein  by  reference).

4.49  Security  Agreement between the Company and Spectrum Communication Cabling
Services, Inc., dated November 1, 2005 (included as exhibit 10.3 to the Form 8-K
filed  November  7,  2005,  and  incorporated  herein  by  reference).

4.50  Form  of  Debenture between the Company and Preston Capital Partners,
dated  July 20,  2005  (filed  herewith).

4.51  Form  of  Debenture between the Company and Preston Capital Partners,
dated  August 17,  2005  (filed  herewith).

4.52  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  September 14,  2005  (filed  herewith).

4.53  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  September 14,  2005  (filed  herewith).

4.54  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  September 19,  2005  (filed  herewith).

4.55  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  September 19,  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).

10.35  Intercreditor  Agreement between the Company and Nottingham Mayport, LLC,
Dutchess  Private  Equities  Fund L.P., Dutchess Private Equities Fund II, L.P.,
and Robert Unger, dated September 22, 2005 (included as exhibit 10.1 to the Form
8-K  filed  October  6,  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  (included as exhibit 21.1 to the Form 10-QSB filed
November  21,  2005,  and  incorporated  herein  by  reference).

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

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

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


Reports  Filed  on  Form  8-K

On  September  29, 2005, we filed a Form 8-K regarding Departure of Directors or
Principal  Officers;  Election  of Directors; Appointment of Principal Officers.
Our  Board of Directors accepted the resignation of Michael Novielli as Chairman
and  Director,  Douglas  Leighton  as  Director, and Theodore Smith as Director.
Additionally,  our  Board of Directors appointed Jeffrey R. Hultman, our current
Chief Executive Officer and a Director, as the new Chairman of the Board. On the
same  date,  our  Board of Directors appointed Michael V. Rosenthal, our current
Chief  Financial  Officer,  and  Michael  Kelley  to  the  Board  of  Directors.

On  October  6,  2005,  we  filed  a  Form  8-K  regarding Entry into a Material
Definitive  Agreement;  Completion  of Acquisition or Disposition of Assets; and
Creation  of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet  Arrangement  of  a  Registrant. We entered into an agreement with Michael
Kelley,  the  record  owner  and holder of one-hundred percent of the issued and
outstanding  common  stock  of  Kelley  Communication  Company,  Inc.,  a Nevada
corporation,  to  acquire  one-hundred  percent of the outstanding shares of Las
Vegas-based  Kelley Communications Company, Inc. d/b/a Kelley Technologies, Inc.

On  November  7,  2005,  we  filed  a  Form  8-K regarding Entry into a Material
Definitive  Agreement;  Completion  of Acquisition or Disposition of Assets; and
Creation  of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet  Arrangement of a Registrant. We entered into an Acquisition Agreement and
Plan  of  Reorganization  with  Robert and Sherry Rivera, as the stockholders of
Spectrum  Communication  Cabling  Services,  Inc.,  a California Corporation, to
acquire  Spectrum  Communications.  Spectrum  Communications  provides  network
design,  installation  and  maintenance  of  voice  and  data  network  systems.
On  November  9,  2005,  we filed a Form 8-K regarding Departure of Directors or
Principal  Officers;  Election  of Directors; Appointment of Principal Officers.
Our  Board  of Directors appointed Kurt F. Jensen and William G. Sullivan to the
Board  of  Directors.

                                       17
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                                    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:  November 22,  2005            By:    /s/  Jeffrey  R.  Hultman
                                         --------------------------------
                                         Jeffrey  R.  Hultman
                                         President  &  Chief  Executive  Officer

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

                                       18
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