SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB
                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2003
                        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)

        18 Technology Dr., Suite 140A
               Irvine, CA                                       92618
    ---------------------------------------              -------------------
    (Address of principal executive offices)                (Zip Code)

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

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

                               Yes  [X]  No  [  ]

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

As of November 1, 2003, the Issuer had outstanding 12,616,330 shares of its
common stock, $0.001 par value.

Transitional  Small  Business  Disclosure  Format  (check  one)  Yes [ ]  No [X]


<PAGE>
PART  I  -  FINANCIAL  INFORMATION

<TABLE>
<CAPTION>

                       NETWORK  INSTALLATION  CORP.
                   (Formerly,  Flexxtech  Corporation)
                      CONSOLIDATED  BALANCE  SHEET
                         SEPTEMBER  30,  2003
                             (Unaudited)


<S>                                                               <C>
ASSETS
Current Asset:
               Cash and cash equivalents . . . . . . . . . . . .  $        667
               Accounts receivable . . . . . . . . . . . . . . .       337,763
               Notes receivable - related parties. . . . . . . .        80,534
               Other current assets. . . . . . . . . . . . . . .         2,289
                                                                  -------------
                                                                       421,253


Property and Equipment, net. . . . . . . . . . . . . . . . . . .         7,739

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,745,840
                                                                  -------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .  $  2,174,832
                                                                  =============

  LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
               Accounts payable and accrued expenses . . . . . .  $  1,358,428
               Loans payable . . . . . . . . . . . . . . . . . .        61,730
               Loans payable related parties . . . . . . . . . .        47,500
               Due to factor . . . . . . . . . . . . . . . . . .       205,929
               Convertible debt - current. . . . . . . . . . . .       663,860
                                                                  -------------
       Total Current Liabilities . . . . . . . . . . . . . . . .     2,337,447


Long-term Liabilities:
               Convertible debt. . . . . . . . . . . . . . . . .       378,000

STOCKHOLDERS' DEFICIT
        Common stock, authorized 100,000,000 shares at $.001 par
              value, issued and outstanding 12,616,330 shares. .        12,616
         Additional paid in capital. . . . . . . . . . . . . . .    20,066,110
         Shares to be issued . . . . . . . . . . . . . . . . . .        16,900
         Accumulated deficit . . . . . . . . . . . . . . . . . .   (20,636,241)
                                                                  -------------
             Total Stockholders' Deficit . . . . . . . . . . . .      (540,615)
                                                                  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . . .  $  2,174,832
                                                                  =============
</TABLE>



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


<TABLE>
<CAPTION>

                                               NETWORK  INSTALLATION  CORP.
                                          (Formerly,  Flexxtech  Corporation)
                                             CONSOLIDATED  STATEMENTS  OF
                                                     OPERATIONS
                                                     (Unaudited)


<S>                                                   <C>               <C>               <C>           <C>
                                                             Three Month Periods             Nine Month Period
                                                             Ended September 30,            Ended September 30,
                                                             2003              2002           2003          2002
                                                      ----------------  ----------------  ------------  ------------
Net revenue. . . . . . . . . . . . . . . . . . . . .  $       444,736   $             -   $   641,307   $         -

Cost of revenue. . . . . . . . . . . . . . . . . . .          367,361                 -       503,196             -
                                                      ----------------  ----------------  ------------  ------------
Gross profit . . . . . . . . . . . . . . . . . . . .           77,375                 -       138,111             -

Operating Expenses . . . . . . . . . . . . . . . . .        1,316,761           253,164     1,634,005     1,110,984
                                                      ----------------  ----------------  ------------  ------------
Loss from operations . . . . . . . . . . . . . . . .       (1,239,386)         (253,164)   (1,495,894)   (1,110,984)

Other income (expense)
    Litigation settlement. . . . . . . . . . . . . .                -                 -             -       (41,743)
    Gain on settlement of note receivable. . . . . .                -           192,314             -       192,314
    Interest income. . . . . . . . . . . . . . . . .                -                 -         1,320             -
    Loss on conversion of debenture. . . . . . . . .          (59,740)                -       (59,740)            -
    Loss on settlement of debts. . . . . . . . . . .                -          (150,000)            -      (322,443)
    Interest expense . . . . . . . . . . . . . . . .       (1,350,981)          (86,525)   (1,376,546)     (240,533)
                                                      ----------------  ----------------  ------------  ------------
           Total other income (expense). . . . . . .       (1,410,721)          (44,211)   (1,434,966)     (412,405)
                                                      ----------------  ----------------  ------------  ------------

Loss from continuing operations before
  income taxes . . . . . . . . . . . . . . . . . . .       (2,650,107)         (297,375)   (2,930,860)   (1,523,389)

Provision of Income tax. . . . . . . . . . . . . . .                -                 -           800         1,600
                                                      ----------------  ----------------  ------------  ------------
Loss from continuing operations. . . . . . . . . . .       (2,650,107)         (297,375)   (2,931,660)   (1,524,989)

Discontinued operations
    Loss from operations of discontinued subsidiary
        (Less applicable income taxes of  $800). . .                -           (95,711)            -    (1,502,172)
    Gain from disposal of subsidiary . . . . . . . .                -           327,012             -       327,012
                                                      ----------------  ----------------  ------------  ------------
                                                                    -           231,301             -    (1,175,160)

Net loss . . . . . . . . . . . . . . . . . . . . . .  $    (2,650,107)  $       (66,074)  $(2,931,660)  $(2,700,149)
                                                      ================  ================  ============  ============
Basic and diluted net loss per share:*

Basic and diluted loss per share from continuing
operations . . . . . . . . . . . . . . . . . . . . .  $         (0.24)  $         (1.78)  $     (0.53)  $    (11.45)
                                                      ----------------  ----------------  ------------  ------------

Basic and diluted loss per share from discontinued
 operations. . . . . . . . . . . . . . . . . . . . .  $          0.00   $          1.39   $      0.00   $     (8.83)
                                                      ----------------  ----------------  ------------  ------------

Basic and diluted loss per share . . . . . . . . . .  $         (0.24)  $         (0.39)  $     (0.53)  $    (20.28)
                                                      ================  ================  ============  ============

Basic and diluted weighted average shares
outstanding. . . . . . . . . . . . . . . . . . . . .       11,127,512           166,638     5,481,065       133,162
                                                      ================  ================  ============  ============

<FN>

*  The  basic  and  diluted  net  loss  per  share  has  been  restated  to  retroactively  effect  a  200:1  reverse  stock
   split  at  January  23,  2003

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


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


<TABLE>
<CAPTION>

                                 NETWORK  INSTALLATION  CORP.
                            (Formerly,  Flexxtech  Corporation)
                         CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
             FOR  THE  NINE  MONTH  PERIODS  ENDED  SEPTEMBER  30,  2003  AND  2002
                                       (Unaudited)


<S>                                                              <C>           <C>
                                                                        2003          2002

CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(2,931,660)  $(2,700,149)
Adjustments to reconcile net loss to net cash used in operating
   activities from continued operations:
      Depreciation and amortization . . . . . . . . . . . . . .        6,206       154,979
      Issuance of stocks for consulting services & compensation    2,198,000       826,591
      Options granted for compensation. . . . . . . . . . . . .        6,987             -
      Issuance of marketable securities for consulting services            -        15,000
      Loss on settlement/conversion of debt . . . . . . . . . .       59,740       322,443
      Beneficial conversion feature of debentures . . . . . . .      134,000             -
      Gain on settlement of note receivable . . . . . . . . . .            -      (192,314)
      Disposal of subsidiaries. . . . . . . . . . . . . . . . .            -      (327,012)
      (Increase) / decrease in current assets
            Accounts receivable . . . . . . . . . . . . . . . .      174,259      (120,233)
             Inventory. . . . . . . . . . . . . . . . . . . . .            -      (173,818)
             Prepaid expenses . . . . . . . . . . . . . . . . .            -       (17,871)
             Deposits & other current assets. . . . . . . . . .        3,775             6
      Increase /(decrease) in current liabilities
            Accrued expenses & accounts payable . . . . . . . .      286,610      (735,857)
                                                                 ------------  ------------
           NET CASH USED IN OPERATING
                  ACTIVITIES FROM CONTINUED OPERATIONS. . . . .      (62,083)   (2,948,235)
                                                                 ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
       Cash balance with disposed subsidiary. . . . . . . . . .            -       (26,335)
       Cash received in acquisition of subsidiary . . . . . . .        3,311             -
                                                                 ------------  ------------
           NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES.        3,311       (26,335)


CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from sales of common stock. . . . . . . . . . .            -       825,879
       Proceeds from shares to be issued. . . . . . . . . . . .        2,150             -
       Increase in notes receivable . . . . . . . . . . . . . .      (93,120)     (110,300)
       Proceeds from borrowings . . . . . . . . . . . . . . . .      247,640     2,671,564
       Payments of loans. . . . . . . . . . . . . . . . . . . .     (101,137)     (777,082)
                                                                 ------------  ------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . .       55,533     2,610,061
                                                                 ------------  ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . .       (3,239)     (364,509)

CASH AND CASH EQUIVALENTS -BEGINNING. . . . . . . . . . . . . .        3,906       370,784
                                                                 ------------  ------------

CASH AND CASH EQUIVALENTS -ENDING . . . . . . . . . . . . . . .  $       667   $     6,275
                                                                 ===========   ============
</TABLE>

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


                    NETWORK  INSTALLATION  CORP.  &  SUBSIDIARY
                        (Formerly,  Flexxtech  Corporation)
             NOTES  TO  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS

1.     BASIS  OF  PREPARATION:

The  accompanying  unaudited  condensed  interim  financial statements have been
prepared  in  accordance  with  the  rules and regulations of the Securities and
Exchange  Commission  for the presentation of interim financial information, but
do  not include all the information and footnotes required by generally accepted
accounting  principles for complete financial statements.  The audited financial
statements  for  the  two  years  ended December 31, 2002 and 2001 were filed on
April  23,  2003  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 nine-month
periods  ended  September 30, 2003 are not necessarily indicative of the results
that  may  be  expected  for  the  year  ended  December  31,  2003.

Basic  and  diluted  net  loss  per  share

Net  loss  per share is calculated in accordance with the Statement of financial
accounting  standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion  No.15 (APB 15). Net loss per
share  for  all  periods  presented has been restated to reflect the adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of  common  shares  outstanding.  Diluted  net  loss  per  share is based on the
assumption that all dilutive convertible shares and stock options were converted
or  exercised. Dilution is computed by applying the treasury stock method. Under
this  method,  options and warrants are assumed to be exercised at the beginning
of  the  period (or at the time of issuance, if later), and as if funds obtained
thereby  were  used  to purchase common stock at the average market price during
the  period.

Description  of  business

The  Company  was  organized  on  March 24, 1998, under the laws of the State of
Nevada,  as Color Strategies. On December 20, 1999, the Company changed its name
to  Infinite  Technology  Corporation. The Company changed its name to Flexxtech
Corporation  in  April  2000.

On  May 23, 2003, the Company closed a purchase agreement to acquire 100% of the
issued  and  outstanding common stock of Network Installation Corporation (NIC).
The  purchase price consisted of $50,000 cash, 7,382,000 shares of the Company's
common  stock  and  five year option to purchase an additional 618,000 shares of
the  Company  stock  if  NIC's  total  revenue  exceeds  $450,000 for the period
beginning  on June 1, 2003 and ending August 31, 2003. The option is exercisable
at  a price equal to the closing bid price of the stock on August 31, 2003 (note
12).

A  certificate  of  amendment was filed on July 10, 2003 to change the Company's
name  from  Flexxtech  Corporation  to  Network  Installation  Corp.

NIC  was  incorporated  on  July  18,  1997,  under  the  laws  of  the State of
California.  The   Company   focuses   on  the  implementation  requirements  of
specialty   communication  systems,  Wireless  Fidelity   deployment  and  fixed
Wireless  Local  Area  Networks,  or  WLANs.  They  offer  their  customers  the
ability  to  integrate  superior  network  solutions across the vast majority of
communication  requirements.

Revenue  Recognition

Revenue  Recognition  Revenue  is  recognized  when  the  contract  is completed
(Completed-Contract  Method).  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.  Because  of  short  duration  of the contracts, the
Company did not have any work in progress as of September 30, 2003. Expenses are
recognized  in  the  period  in  which  the corresponding liability is incurred.

Issuance  of  shares  for  service

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

Reclassifications

For  comparative  purposes,  prior years' consolidated financial statements have
been  reclassified  to  conform with report classifications of the current year.

2.  PRINCIPLES  OF  CONSOLIDATION

The  accompanying  financial  statements  include  the  accounts  of  Network
Installation  Corp., formerly Flexxtech Corporation (the "Parent"), and its 100%
owned subsidiary, Network Installation Corporation. All significant intercompany
accounts  and transactions have been eliminated in consolidation. The historical
results  for the period ended September 30, 2003 include the Company and Network
Installation  Corporation  (from  the  acquisition  date),  while the historical
results  for  the  period  ended  September  30,  2002  include  only  Network
Installation  Corp.,  formerly  Flexxtech  Corporation.

3.     RECENT  PRONOUCEMENTS

On April 30 2003, the FASB issued FASB Statement No. 149 (FAS 149), Amendment of
Statement  133  on Derivative Instruments and Hedging Activities. FAS 149 amends
and  clarifies  the accounting guidance on (1) derivative instruments (including
certain  derivative  instruments  embedded  in  other contracts) and (2) hedging
activities  that  fall  within  the  scope  of FASB Statement No. 133 (FAS 133),
Accounting  for  Derivative  Instruments  and  Hedging  Activities. FAS 149 also
amends  certain  other  existing  pronouncements,  which  will  result  in  more
consistent reporting of contracts that are derivatives in their entirety or that
contain  embedded  derivatives  that  warrant  separate  accounting.  FAS 149 is
effective  (1)  for contracts entered into or modified after June 30, 2003, with
certain  exceptions, and (2) for hedging relationships designated after June 30,
2003.  The guidance is to be applied prospectively. The adoption of SFAS No. 149
does  not  have a material impact on the Company's financial position or results
of  operations  or  cash  flows.

On  May  15,  2003,  the Financial Accounting Standards Board (FASB) issued FASB
Statement  No.  150 (FAS 150), Accounting for Certain Financial Instruments with
Characteristics  of  both Liabilities and Equity. FAS 150 changes the accounting
for  certain  financial  instruments  that,  under  previous  guidance, could be
classified  as  equity or "mezzanine" equity, by now requiring those instruments
to  be  classified  as  liabilities  (or  assets  in  some circumstances) in the
statement  of financial position. Further, FAS 150 requires disclosure regarding
the  terms  of those instruments and settlement alternatives. FAS 150 affects an
entity's  classification  of  the  following  freestanding  instruments:  a)
Mandatorily  redeemable  instruments  b)  Financial instruments to repurchase an
entity's  own  equity instruments c) Financial instruments embodying obligations
that  the  issuer must or could choose to settle by issuing a variable number of
its  shares  or  other  equity  instruments based solely on (i) a fixed monetary
amount known at inception or (ii) something other than changes in its own equity
instruments  d)  FAS  150  does  not  apply  to features embedded in a financial
instrument  that is not a derivative in its entirety. The guidance in FAS 150 is
generally effective for all financial instruments entered into or modified after
May  31,  2003, and is otherwise effective at the beginning of the first interim
period  beginning  after  June  15,  2003.  For  private  companies, mandatorily
redeemable  financial  instruments  are subject to the provisions of FAS 150 for
the  fiscal  period  beginning after December 15, 2003. The adoption of SFAS No.
150  does  not  have  a  material  impact on the Company's financial position or
results  of  operations  or  cash  flows.

4.      GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted  accounting principles which contemplate continuation of the
Company  as  a  going  concern.  However, the Company has accumulated deficit of
$20,636,241  including  a net loss of $2,931,660 for the nine month period ended
September  30, 2003. The continuing losses have adversely affected the liquidity
of  the  Company.  The  Company  faces  continuing  significant  business risks,
including  but  not  limited  to,  its  ability  to maintain vendor and supplier
relationships  by  making  timely  payments  when  due.

In view of the matters described in the preceding paragraph, recoverability of a
major  portion  of  the recorded asset amounts shown in the accompanying balance
sheet  is  dependent  upon continued operations of the Company, which in turn is
dependent  upon  the  Company's  ability  to  raise  additional  capital, obtain
financing  and to succeed in its future operations.  The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded  asset  amounts or amounts and classification of liabilities that might
be  necessary  should  the  Company  be  unable  to continue as a going concern.

Management  has  taken the following steps to revise its operating and financial
requirements,  which  it believes are sufficient to provide the Company with the
ability  to continue as a going concern.  Management devoted considerable effort
during  the period ended September 30, 2003, towards obtaining additional equity
financing  through various private placements and evaluation of its distribution
and  marketing methods. In that regard, during the year ended December 31, 2002,
the  Company  disposed  off  all  of  its  losing  subsidiaries.

5.     NOTES  RECEIVABLE/PAYABLE  -  RELATED

Notes  receivable  from  related  parties

Through  December 31, 2002, the Company had advanced $6,008 to an entity related
through  common  director and $38,000 to a shareholder and former officer of the
Company.  As  a  part of the reorganization of the Company on April 9, 2003, the
amount  were  forgiven  as  a  part  of  the  whole  transaction.

The  Company has a receivable from a company related by common officer amounting
$80,534 as of September 30, 2003. The amount is unsecured, due on demand and non
interest  bearing.

Notes  payable  to  related  parties

The  notes  payable  to  related  parties  through common major shareholders and
officer  of  the  Company  and  individuals related to major shareholders of the
Company, amounting $1,727,908 were forgiven per restructuring agreement at April
9,  2003.  The  notes were due on demand, with interest rate ranging from 10% to
18%  per  year  and secured by the assets of the Company. Interests on the notes
along with any accrued interest were also forgiven per a restructuring agreement
(note 12). As part of restructuring agreement, the Company issued 690,000 shares
of  common  stock  to the related parties. The Company recorded $1,727,908 as an
addition  to  the  stockholders'  equity.

The Company has $3,500 payable based on the purchase agreement of the subsidiary
and  $44,000  loans  from  the major shareholder and officer of the Company. The
amount  is  unsecured,  due  on  demand  and  non  interest  bearing.

6.   LOAN  PAYABLE

NIC,  the  Company's  wholly  owned subsidiary, has an unsecured note payable of
$47,500,  guaranteed  by  the officer and shareholder of the Company, bearing an
interest  rate  of  8.75%.  The  note  was  payable through a  revolving line of
credit, which commenced on November 6, 2001, the date of the note, and was to be
expired  in  three years following the note date. The Company was to pay a total
of  36  payments  of  interest only on the disbursed balance beginning one month
from  the  note date and every month thereafter. The term period was to commence
upon  the  termination  of  the revolving line of credit period. During the term
period,  the  Company  was  to  pay  principal  and  interest  payments in equal
installment  sufficient  to  fully  amortize  the principal balance outstanding,
beginning  one  month  from  the  commencement of the term period. All remaining
principal  and accrued interest was due and payable 7 years from the date of the
note.

As  a  result  of  acquisition of NIC by the Company, NIC was in default on this
note,  since  the note prohibited a change of ownership over 25% of NIC's common
stock  outstanding.  The entire principal amount became due upon default and the
revolving  line  of  credit is no longer available to NIC. The Company is in the
process  of  making  payment  arrangements  with  the financing institution. The
amount  outstanding  at  September  30,  2003,  amounted  to  $39,949.

The  Company  has  notes  payable  to unrelated parties amounting $21,781. These
notes  are  due  on  demand,  bear  interest rate of 6% per annum and unsecured.

7.      DUE  TO  FACTOR

On  February  27,  2003,  NIC,  the  subsidiary  of  the Company, entered into a
factoring  and  security agreement to sell, transfer and assign certain accounts
receivable  to  Orange  Commercial Credit (OCC).  OCC may at its sole discretion
purchase  any  specific  account. All accounts sold are with recourse on seller.
All of the Company's property of NIC including accounts receivable, inventories,
equipment  and  promissory  notes  are collateral under this agreement. OCC will
advance  80% of the face amount of each account. The difference between the face
amount  of  each purchased account and advance on the purchased account shall be
reserve  and  will  be released after deductions of discount and charge backs on
the  15th  and the last day of each month. OCC charges 1% of gross face value of
purchased  receivable  for  finance  charge  and 1% for administrative fees with
minimum  charge  of $750 on each settlement date.  As of September 30, 2003, the
Company  factored  receivables of approximately $129,929. In connection with the
factoring  agreement,  the  Company included fees of $10,752 in the period ended
September  30,  2003.

On  September  17, 2003, NIC entered a factoring agreement with a related entity
for  $76,000  face  amount.  This  amount  is  payable  in  30  days and certain
receivables were assigned and delivered. In the event that on the maturity date,
any  amounts  on  the  note  remain,  the holder can exercise its right the face
amount  by  $10,000  per  month  that  the  Note  remains  unpaid.

8.      INCOME  TAXES

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss  carryforwards.  Through  September  30,  2003, the Company
incurred  net  operating  losses  for tax purposes of approximately $19,893,000.
The  net  operating  loss  carryforwards  may  be  used to reduce taxable income
through  the  year  2023.  The  availability of the Company's net operating loss
carryforwards  are  subject  to  limitation  if  there is a 50% or more positive
change  in  the ownership of the Company's stock. The provision for income taxes
consists  of  the  state  minimum  tax  imposed  on  corporations.

Temporary  differences which give rise to deferred tax assets and liabilities at
September  30, 2003 comprised of depreciation and amortization and net operating
loss  carry  forward.  The  gross deferred tax asset balance as of September 30,
2003  was  approximately  $7,957,000.  A  100%  valuation  allowance  has  been
established  against  the  deferred  tax  assets, as the utilization of the loss
carry  forwards  cannot  reasonably  be  assured.

9.      STOCKHOLDERS'  EQUITY

During the nine month periods ended September 30, 2003, the Company issued stock
at  various times, as described per the following. The stocks were valued at the
average  fair market value of the freely trading shares of the Company as quoted
on  OTCBB  on  the  date  of  issuance.

Stock  Split

On  January  23,  2003, the Company announced a 1 for 200 reverse stock split of
its common stock. All fractional shares are rounded up and the authorized shares
remain  the  same. The financial statements have been retroactively restated for
the  effects  of  stock  splits.

Common  Stock:

During the nine month period ended September 30, 2003, the Company issued common
stock  as  follows:

75,000 shares of  common stock were issued to an entity related through a common
officer  at  that  time,  for  consulting  fees,  amounting to  $3,750.

7,382,000  shares  of  common  stock  valued  at  $1,107,300  were  issued  for
acquisition  of  its  subsidiary,  Network  Installation  Corporation.

On  April  7, 2003, the Company issued 800,000 shares of common stock to a major
shareholder  as inducement for debentures amounting to  $80,000. The shares were
valued  at $120,000 and  recorded as a deemed dividend to the major shareholder.

On  April  7,  2003,  the  Company  issued 250,000  shares of common stock to an
unrelated  party  as inducement for debentures amounting to $25,000. The  shares
were recorded  as  debenture  issuance cost up to the  amount  of  debenture  of
$25,000.  The  debentures have been  presented net  of  debentures issuance cost
in the financial  statements.

The  Company issued 690,000 shares of common stock as a part of restructuring on
April  9,  2003  (note  12).

The  Company  issued 700,000 shares of common stock to a major shareholder for
consulting  services  amounting to $105,000.

The  Company  issued  400,000 shares of common stock to directors for directors'
fees  amounting to  $610,800.

The  Company  issued 275,000 shares of common stock to a major shareholder for
consulting  services  amounting to  $278,750.

The  Company  issued  65,923  shares  of  common  stock  valued  at $158,641 for
conversion  of  debentures in the amount of $98,901. The difference of the value
of the stock  issued  and the debenture  amount  of  $59,740  was  charged  as a
loss on conversion.

The  Company  issued  1,550,000  shares  to  a major shareholder pursuant to a
debenture agreement. $1,199,700 interest was recorded in the financial statement
for  these  shares.

Convertible  debentures:

In  the  year  ended  December 31, 2001, the Company issued debentures amounting
$720,000,  carrying  an  interest  rate of 6% per annum, due in August 2003. The
holders  are  entitled  to,  at  any  time  or  from  time  to time, convert the
conversion  amount  into  shares of common stock of the Company, par value $.001
per  share  at  a  conversion  price for each share of common stock equal to the
lower  of  (a) 120% of the losing bid price per share (as reported by Bloomberg,
LP)  on  the closing date, and (b) 80% of the lowest closing bid price per share
(as  reported  by  Bloomberg,  LP)  of  the  Company's common stock for the five
trading days immediately preceding the date of conversion. The Company recorded,
in  accordance  with EITF 00-27 and 98-5, a beneficial conversion feature on the
issuance  of  the  convertible  debentures  amounting  $180,000 reflected in the
interest  expense  in  the  financial  statement.  As of September 30, 2003, the
outstanding balance of the debentures amounted to $563,860 out of which, $38,524
pertains  to  major  shareholder.

On  April  7,  2003,  in  connection with the recession agreement (note 12), the
Company  issued  convertible  debentures  of  $140,000  to  various parties. The
Company  has  recorded  the  debentures  as  recession  cost  in  the  financial
statements  at  December  31,  2002. The Holder of the debentures is entitled to
convert  the  face  amount  of  this  Debenture,  plus accrued interest, anytime
following  the Restricted Period, 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 average 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.  The Debentures shall pay six percent (6%) cumulative interest, in
cash  or  in  shares  of common stock, par value $.001 per share, of the Company
("Common  Stock"),  at the Company's option, at the time of each conversion. The
debentures  are  payable  on  April  8,  2008.

On  April  7,  2003, the company issued debentures amounting $105,000 to a major
shareholder  and  a  related  party to a major shareholder, carrying an interest
rate  of  6% per annum, due in April 2008. The face amount of this Debenture may
be converted, in whole or in art, any time following the Closing Date. Holder is
entitled  to  convert  the face amount of this Debenture, plus accrued interest,
anytime  following  the  Closing  Date,  at  the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen (15) trading days prior to the Conversion
Date  or  (ii) 100% of the average 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  connection with issuance of debentures, the Company issued 250,000 shares of
common  stock  to  an  unrelated  party  and 800,000 shares of common stock to a
related  party.  The  shares  issued  to  the  unrelated  party were recorded as
debenture  issuance  cost  up-to  the amount of debenture amounting $25,000. The
debentures  have been presented net of debentures issuance cost in the financial
statements.  The shares issued to the related party have been recorded as deemed
dividend amounting $120,000. The valuation of shares was based upon average fair
market  value  of the freely trading shares of the Company as quoted on OTCBB on
the  date  of  issuance.

The  Company  has recorded, in accordance with EITF 00-27 and 98-5, a beneficial
conversion  feature  on  the  issuance of the convertible debentures in the nine
month  period  ended September 30, 2003, an amount of $134,000, reflected in the
financial  statement  as  interest  expense.

During  the  period  ended  September  30,  2003,  the  Company  issued $158,000
debentures to a related party. These debentures carry an interest rate of 6% per
annum, due in July to September 2008. The face amount of these Debentures may be
converted,  in whole or in part, any time following the Closing Date.  Holder is
entitled  to  convert  the face amount of this Debenture, plus accrued interest,
anytime  following  the  Closing  Date,  at  the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen (15) trading days prior to the Conversion
Date  or  (ii) 100% of the average 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.

The  Company  issued  1,550,000  shares  to  the major shareholder per debenture
agreement.  Per  the  agreement,  the  Company was required to issue one hundred
thousand  (100,000)  shares of its common stock to holder, for each ten thousand
dollars  ($10,000)  invested.  The  Company  recorded  stock  issued  amounting
$1,199,700  as  interest  expense  in  the  accompanying  financial  statements.

Convertible  promissory  notes  payable

In  the  year ended December 31, 2001, the Company issued convertible promissory
notes  of  $100,000  due  on April 1, 2004, carrying an interest rate of 10% per
annum.  The  holder  of  $100,000  promissory  notes  is entitled to convert the
conversion  amount  into shares of common stock of the Company, par value $.001,
at  any  time,  per  share  at a conversion price for each share of common stock
equal $7.00 per share of common stock. The note is secured and collateralized by
shares  of  common  stock  of  the  Company  at one share per every five dollars
($5.00)  of  the  principal.

Stock  option  plan

In compliance with FAS No. 148, the Company has elected to  follow the intrinsic
value  method  in  accounting  for its stock-based employee compensation plan as
defined  by  APB  No.  25  and  has  made  the  applicable  disclosures  below.

Had  the  Company  determined  employee stock based compensation cost based on a
fair  value  model  at  the grant date for its stock options under SFAS 123, the
Company's  net  earnings  per  share  would  have been adjusted to the pro forma
amounts  for the nine months ended September 30, 2003 (no options were issued in
the  period  ended  September  30,  2002) as follows ($ in thousands, except per
share  amounts):
<TABLE>
<CAPTION>



<S>                                                  <C>
            Net loss - as reported                    $(2,932)
            Stock-Based employee compensation
              expense included in reported net
              income, net of tax                           (7)

            Total stock-based employee
              compensation expense determined
              under fair-value-based method for all
              rewards, net of tax                         (10)
                                                 -------------
            Pro forma net loss                        $(2,949)
                                                 =============
            Loss per share:
            Basic, as reported                            0.53
            Diluted, as reported                          0.53
            Basic, pro forma                              0.54
            Diluted, pro forma                            0.54
</TABLE>



 10.      LITIGATION

In  the  year  ended  December  31, 2002, a suit was brought against the Company
alleging  the  Company made false written and oral representations to induce the
plaintiff to invest in the Company and that such investment occurred despite the
Plaintiff's  request that the funds be held in a brokerage account maintained by
a related entity. A co-defendant in the case also filed a cross-complaint in the
action  alleging  theories  of  recovery  against  the Company and several other
defendants and alleging fraud, breach of contract, misrepresentation, conversion
and  securities  fraud  against  the  Company.  Presently,  the  complaint  and
cross-complaint  have  been answered by the Company and discovery has commenced.
The  plaintiff has filed a motion to compel further discovery and for sanctions.
Management of the Company is opposing the claims and alleges that it delivered a
properly  issued  convertible  note  to  the  plaintiff.  In  the opinion of the
Company's  counsel,  the  Company's  exposure  in  the  case is $100,000 for the
investment  plus  interest.  However,  if  the  claims  against  the Company are
successful,  the  punitive  damages  could  triple  the damages. The Company has
accrued  $300,000  in the accompanying financial statements against any possible
outcome.  The  Company  is attempting to settle the case with the plaintiff, and
has  made  a  payment  of  $20,000  towards a definitive settlement agreement.

On  April  25,  2003  the  Superior  Court  of The State of California entered a
judgment  in  the amount of $46,120 against the Company, in favor of a vendor of
the  Company's former subsidiary North Texas Circuit Board ("NTCB"). The Company
believes  that  it was never issued proper service of process for the complaint.
In  addition,  on  August  20,  2002 NTCB was sold by the Company to a purchaser
("Purchaser").  Pursuant  to  terms  of  the share purchase agreement, Purchaser
assumes  all  liabilities  of  NTCB.  The Company plans to vigorously oppose the
action.

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. Management of the Company intends to oppose the
claims.

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

11.       SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOWS

The  Company  prepares its statements of cash flows using the indirect method as
defined  under  the  Financial  Accounting  Standard  No.  95.

The Company paid $-0- for income taxes and interest during the nine month period
ended  September 30, 2003. The Company paid income taxes of $-0- and interest of
$26,500  during  the  nine  month  period  ended  September  30,  2002.

The  statement  of cash flows does not include effect of non-cash transaction of
issuance  of  shares  (note  9).

12.    RESTRUCTURING  AND  ACQUISITIONS

On  October 1, 2002, the Company signed to acquire 80% of the outstanding Common
Shares  of  W3M,  Inc.  (dba  "Paradigm  Cabling  Systems"),  a  privately  held
California corporation ("Paradigm"), in a stock for stock exchange. Paradigm was
incorporated  in  California  in  May of 1998, under its current corporate name,
W3M,  Inc.  Paradigm  was  a  full  service  computer  cabling,  networking  and
telecommunications  integrator contractor, providing networks from stem to stern
in house, for larger, medium and smaller industrial, educational and residential
complexes.  As  part  of  the  transaction,  the  Company agreed to use its best
efforts  to  arrange  in  the  future  for an infusion of $250,000 in additional
capital,  either  as debt or equity or some combination of both, to Paradigm, in
order  to  increase  its  working  capital.  However,  the Company was unable to
arrange  infusion  of  the  capital  per  the  agreement.

On  April  8, 2003, the Company and Paradigm agreed that the transaction is void
ab initio (that is, at its inception), with the effect that Paradigm remains the
owner  of  all of its Assets and the shares of the Company's Preferred Stock are
restored  to  the  status  of  authorized  but  un-issued  shares.  The Purchase
Agreement  and  all  related documents and all documents delivered in connection
therewith  were  thereby  terminated  ab  initio  and  are of no force or effect
whatsoever.  In  connection with funds invested as working capital into Paradigm
during  the  period from October 1, 2002 until April 1, 2003, the Company issued
to  Ashford  Capital  LLC  and e-fund Capital/Barrett Evans (or its designee), 5
year  convertible  debentures  in  the  amount  of  sixty  five thousand dollars
($65,000)  and seventy five thousand dollars ($75,000) respectively. The Company
recorded  $140,000  as  loss  on  acquisition  and  recession  in  the financial
statements  at  December  31,  2002.

On  April  9,  2003,  the  Company signed a restructuring agreement with Duchess
Advisors  LLC  and  its  affiliates.  Under  the  agreement,  Western Cottonwood
Corporation,  a related party through major shareholder, agreed to forgive Notes
receivable  and  interest  receivable  from  the  Company  (note  5).  Under the
agreement,  Western  Cottonwood  and Atlantis Partners shall maintain a combined
ownership  percentage  of a non-dilutive 4.9% and Greg Mardock, former president
of the Company, shall maintain a combined ownership percentage of a non-dilutive
2%  through  the  Company's  first  merger  or  acquisition transaction. Per the
agreement,  the  president  of  the  Company  resigned  and nominees of Dutchess
Advisors  LLC were appointed officers of the Company. Pursuant to the consulting
Agreement,  the Company issued Seven Hundred Thousand (700,000) shares or common
stock  of  the  Company to Dutchess Advisors, Ltd. (the "consultant"). Also, the
Company  will pay to the Consultant, the sum of three thousand dollars per month
($3,000)  for  non  accountable  expenses  for  months  1-12. The Retainer shall
increase  to  five thousand dollars ($5,000) per month for months 13-24. Payment
of  nine  thousand  dollars  ($9,000)  for  the  first  three months is due upon
execution  of  this  Agreement. Payment for the remaining months shall be due by
the  fifth business day of each month and payable in the form of corporate check
or  wire  transfer.  The Company shall reimburse Consultant for those reasonable
and  necessary  out-of-pocket  expenses  (including  but  not limited to travel,
transportation,  lodging,  meals etc.) which have been approved by the President
of  the  Company  prior  to  their  incurrence  and  which have been incurred by
Consultant  in  connection with the rendering of services hereunder. The term of
this  Agreement shall be twenty four (24) months commencing on the date and year
first  above  written.

On  May 23, 2003, the Company closed a purchase agreement to acquire 100% of the
issued  and  outstanding common stock of Network Installation Corporation (NIC).
The  purchase price consisted of $50,000 cash, 7,382,000 shares of the Company's
common  stock  and  five year option to purchase an additional 618,000 shares of
the  Company  stock  if  NIC's  total  revenue  exceeds  $450,000 for the period
beginning  on June 1, 2003 and ending August 31, 2003. The option is exercisable
at  a  price  equal  to the closing bid price of the stock on August 31, 2003. A
summary of the NIC assets acquired, liabilities assumed and consideration for is
as  follows:


<TABLE>
<CAPTION>

<S>                              <C>
                                 Allocated
                                 Amount

  Cash. . . . . . . . . . . . .  $     3,311
  Accounts receivable . . . . .      511,722
  Notes receivable. . . . . . .       73,206
  Fixed assets. . . . . . . . .       10,262
  Other assets. . . . . . . . .        2,289
  Current liabilities . . . . .   (1,189,330)
  Goodwill. . . . . . . . . . .    1,745,840
                                 ------------
                                 $ 1,157,300
                                 ============

  Consideration paid. . . . . .  Amount

  Cash. . . . . . . . . . . . .  $    50,000
  Common stock-7,382,000 shares    1,107,300
                                 ------------
                                 $ 1,157,300
                                 ============
</TABLE>



Unaudited  Pro-forma  revenue,  net  income  and  income  per share assuming the
transaction  had  been  completed  at  the beginning of the periods reported, on
pro-forma  financial  results  would  be  as  follows:

<TABLE>
<CAPTION>



<S>                                       <C>                                 <C>
                                                          For Nine months period
                                           September 30, 2003                 September 30, 2002
                                          -------------------                -------------------
                                            (Unaudited)                            (Unaudited)
Revenue                                     $1,199,680                             $804,080
Net loss for the period                     $3,184,057                           $2,524,090
Net loss per share                            $0.58                                   $0.34
</TABLE>


ITEM  2.  Management's  Discussion  and  Analysis  or  Plan  of  Operation


CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

         This  Report  on  Form  10-QSB  contains  forward-looking  statements,
including,  without  limitation,  statements  concerning our possible or assumed
future  results of  operations. These statements are preceded by, followed by or
include   the words "believes,"  "could,"  "expects,"  "intends"  "anticipates,"
or  similar  expressions.  Our actual results could differ materially from those
anticipated  in  the  forward-looking statements for many reasons including: our
ability  to  continue  as  a  going  concern, adverse economic changes affecting
markets  we  serve; competition in our markets and industry segments; our timing
and  the profitability of entering  new  markets; greater  than  expected costs,
customer  acceptance  of  wireless  networks  or  difficulties  related  to  our
integration  of  the  businesses  we  may  acquire   and   other   risks   and
uncertainties as may be detailed from time to time in our  public  announcements
and  SEC  filings.  Although  we  believe  the  expectations  reflected  in  the
forward-looking  statements  are  reasonable, they relate  only  to events as of
the  date on which the statements are made, and our future  results,  levels  of
activity,  performance or achievements may not meet these  expectations.  We  do
not  intend  to  update  any of the forward-looking statements after the date of
this document to conform these statements to actual results  or  to  changes  in
our  expectations,  except  as  required  by  law.

         The  discussion  and  financial statements contained herein are for the
three and nine month periods ended September  30,  2003  and September 30, 2002.
The following  discussion  should be read  in  conjunction  with  our  financial
statements  and the  notes thereto  included  herewith.

Overview:

THREE  MONTHS  AND  NINE  MONTH  PERIODS ENDED SEPTEMBER 30, 2003 AS COMPARED TO
THREE  MONTHS  AND  NINE  MONTH  PERIODS  ENDED  SEPTEMBER  30,  2002  (restated
for  disposal  of  subsidiaries)

Results  of  Operations
-----------------------

We  generated  consolidated  revenues of $444,736 and $641,307 for the three and
nine  months  ended  September 30, 2003 as compared to $0 for the three and nine
months  ended  September 30, 2002.  The increase of $444,736 and $641,307 is due
to  the  acquisition  of the Company's operating subsidiary Network Installation
Corp.

Net  Revenues
-------------

     We  had  net  revenues  of  $444,736  for  the  quarter ended September 30,
2003 as compared to $0 for the quarter ended September  30,  2002.  We  had  net
revenues of $641,307 for the nine months ended September 30, 2003 as compared to
$0  for  the  nine  months  ended September 30, 2002.  All of our revenue in the
current  period  is  from  our subsidiary Network Installation Corporation.  Our
operations from  the  subsidiaries  disposed  off  in  2002 have been separately
classified  in  the  Statements  of  Operations.


Cost  of  Revenue
-----------------

     We  incurred  Cost  of  Revenue  of $367,361  and 503,196 for the three and
nine  month period ended September  30, 2003, respectively as compared to $0 for
the  three  and  nine  month  period ended September 30,  2002.  The increase of
$367,361  and  $503,196  is  due  to  the acquisition of the Company's operating
subsidiary  Network  Installation  Corp.

General,  Administrative  and  Selling  Expenses
------------------------------------------------

     We  incurred  costs  of  $1,316,761   and  $1,634,005  for  the  three  and
nine  month ended  September  30,  2003  as  compared to $253,164 and $1,110,984
for the three month and nine month periods ended June  30,  2002,  respectively.
General, Administrative  and  Selling  Expenses increased in  the current period
primarily  because we  issued  shares of common stock amounting to  $687,419  as
consulting fees in the prior  period  as  compared  to issuance of common shares
amounting $121,950 in  the current  period.

Net  loss  before  income  taxes  and  loss  on  discontinued  segments
-----------------------------------------------------------------------

     We  had  a  loss  before  taxes  and  discontinued segments of ($2,650,107)
and ($2,930,860)  for  the three and nine month period ended September 30, 2003,
as compared to a loss of  (253,164) and (1,110,984) for the three and nine month
periods ended September  30, 2002.  The decrease in net loss before income taxes
and loss  on discontinued segments is due to the factors described above as well
as the fact that we did  not  have any loss on settlement of debt in the current
period as compared  to  $172,444  in  the  corresponding  periods  last  year.
 .
Net  loss
---------

   We  had  a net loss of  ($2,650,107) and  ($2,931,660) for the three and nine
Month periods ended September 30, 2003 as compared  to  a  net loss of ($66,074)
and  ($2,700,149)  for  the  three  and  six  month  periods  ended  September
30,  2002.

Basic  and  diluted  loss  per  share
-------------------------------------

     Our  basic  and  diluted loss per share for the quarter ended September 30,
2003 was $(0.24) as compared to $(0.39)  for  the  quarter  ended  September 30,
2002.  The  decrease  of  $(0.15)  is  due  to  the acquisition of the Company's
operating  subsidiary  Network  Installation  Corp.

Liquidity  and  Capital  Resources
----------------------------------

    We must continue to raise capital to fulfill its plan of acquiring companies
and assisting in the development of those companies internally. If we are unable
to  raise  any  additional  capital,  our  operations  will  be curtailed. As of
September  30,  2003,  we  had  total  Current  Assets of $421,253  and  Current
Liabilities  of  $2,337,447 . Cash and cash  equivalents  were $667  as compared
to  $72,444  at  September  30, 2002. Our Stockholder's Deficit at September 30,
2003  was  $(540,615).

     We  had  a  net  usage of cash due to operating activities in September 30,
2003  and  2002  of  $62,083  and  $2,948,235  respectively. The major factor in
contributing  to negative  cash  flows in the corresponding period last year was
the  net  loss for the  period  amounted to $2,634,077 as compared to a net loss
of  $281,553  in  the nine  month  period  ended  September  30,  2003.  We  had
net  cash  provided  by financing activities  of  $55,533 and  $2,610,061 in the
nine  month  period  ended  September  30,  2003  and  2002,  respectively.  The
reason  for  decrease  in  the current  period  is  no sale  shares  for cash as
compared  to  sale  of  shares  for  cash  of  $824,191  in  the  corresponding
period  last  year.  We  had  $0  from  borrowings in the period ended September
30,  2003  as  compared  to  $496,187  in  the  corresponding  period last year.
Currently,  our  cash  needs  include,  but  are  not  limited  to,  legal  and
accounting  services,  and  future  acquisitions.


Subsidiaries
------------

     As  of  September  30,  2003,  we  have  one  subsidiary,  Network
Installation Corporation.

Substantial  Indebtedness
-------------------------

     We  have  a substantial amount of indebtedness. As a result of our level of
debt  and  the  terms  of  our  debt  instruments:

-     our  vulnerability  to  adverse general economic conditions is heightened;

-     we  will  be  required  to dedicate a substantial portion of our cash flow
from  operations  to  repayment  of  debt, limiting the availability of cash for
other  purposes;

-     we  are and will continue to be limited by financial and other restrictive
covenants  in  our  ability  to borrow additional funds, consummate asset sales,
enter  into  transactions  with  affiliates or conduct mergers and acquisitions;

-     our  flexibility  in planning for, or reacting to, changes in its business
and  industry  will  be  limited;

-     we  are  sensitive  to  fluctuations in interest rates because some of our
debt  obligations  are  subject  to  variable  interest  rates;  and

-     our  ability  to  obtain  additional  financing  in the future for working
capital, capital expenditures, acquisitions, general corporate purposes or other
purposes  may  be  impaired.

         Our  ability  to  pay principal and interest on our indebtedness and to
satisfy  our  other  debt  obligations  will  depend  upon  our future operating
performance,  which  will  be  affected  by  prevailing  economic conditions and
financial,  business and other factors, some of which are beyond our control. If
we  are  unable  to  service our indebtedness, we will be forced to take actions
such as reducing or delaying capital expenditures, selling assets, restructuring
or  refinancing our indebtedness, or seeking additional equity capital. There is
no  assurance that we can effect any of these remedies on satisfactory terms, or
at  all.

Item  3.  Controls  and  Procedures

     Our  Chief  Executive Officer and Interim Chief Financial Officer evaluated
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,  the  Chief  Executive  Officer  and Interim Chief Financial Officer
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 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules  and  forms.

       There was no change in our internal control over financial reporting that
occurred  during  the  fourth  fiscal quarter of the fiscal year covered by this
Annual  Report  on Form 10-KSB that materially affected, or is reasonably likely
to  materially  affect,  our  internal  control  over  financial  reporting.


PART  II

Item  1.  Litigation

     In the year ended December 31, 2002, a suit was brought against us alleging
we made false written and oral representations to induce the plaintiff to invest
in our Company and that such investment occurred despite the Plaintiff's request
that  the funds be held in a brokerage account maintained by a related entity. A
co-defendant  in  the  case also filed a cross-complaint in the action  alleging
theories  of  recovery  against  us and  several  other  defendants and alleging
fraud, breach of contract, misrepresentation, conversion and  securities  fraud.
Presently,  we have answered the  complaint  and cross-complaint  and  discovery
has commenced.  The  plaintiff has filed a motion to  compel  further  discovery
and for sanctions.  We are vigorously  opposing  the claims.  In the  opinion of
our  counsel, our  exposure in  the  case is  $100,000  for  the investment plus
interest.  However,  if  the  claims  against  us are successful,  the  punitive
damages  could triple the damages. We have accrued  $300,000 in the accompanying
financial statements against any possible outcome.  We are  attempting to settle
the case with the plaintiff, and has  made  a  good  faith  payment  of  $20,000
towards  a  definitive  settlement  agreement.

     On  April  25, 2003 the Superior Court Of The State of California entered a
judgment  in  the  amount  of  $46,120  against  us; in favor of a vendor of our
former  subsidiary North Texas Circuit Board ("NTCB"). We believe  that  we were
never  issued  proper  service  of process for the complaint.  In  addition,  on
August  20,  2002,  we  sold  NTCB  to  a  purchaser.  Pursuant  to  terms  of
the  share  purchase agreement, the purchaser assumed all liabilities  of  NTCB.
We  plan  to vigorously oppose the action and to pursue the purchaser to pay the
judgment  under  its  contractual  obligation.

     On  April  29,  2003 a suit was brought against us by an investor, alleging
breach  of  contract pursuant to a settlement agreement executed between us  and
investor  dated  November  20, 2002. The suit alleges that we are delinquent  in
its  repayment of a $20,000 promissory note, of which $5,000  has been repaid to
date.  Management  intends  to  oppose  the  claims.

     Other  than  the  litigation  disclosed  above,  we  are  not  aware  of
threatened  or existing litigation that could have an adverse material impact on
our  financial  statements.

Item  2:  Changes  in  Securities

(a)     Not  Applicable.
(b)     Not  Applicable.
(c)

We  issued  7,382,000  shares of  common stock valued at $1,107,300 on May 10th,
2003  for  acquisition  of  our  subsidiary,  Network  Installation Corporation.

On  April  7, 2003,  we  issued  800,000  shares  of  common  stock  to  a major
shareholder as  inducement for  debentures amounting to $80,000. The shares were
valued  at  $120,000.

On  April  7,  2003,  we  issued  250,000 shares of common stock to an unrelated
party  as an  inducement  for debentures amounting  to $25,000. The shares were
recorded as debenture issuance cost up to the amount of  debenture  of  $25,000.

We  issued  700,000  shares  of  common  stock  to  a  major  shareholder  for
consulting  services  amounting to $105,000  on  June  11th,  2003.

On  April  8, 2003, we  issued  convertible  debenture  of  $140,000 to Dutchess
Private  Equities  Fund,  LP.   The  debentures  convert  into  common  stock
at  the  lesser of (i) 75% of the lowest closing  bid  price  during the fifteen
trading  days prior to the Conversion Date or (ii)  100% of the average of
the  closing  bid prices for the twenty  trading days immediately  preceding
the  Closing  Date  of  the  Transaction.

We  issued  690,000  shares of common stock as a part of  restructuring on April
9,  2003 to former management as per the transaction disclosed on Form 8-K filed
April  23,  2003.

We issued 275,000 shares of common stock to a major shareholder for consulting
services  amounting to $278,750.

We  issued  65,923  shares  of common stock valued at $158,641 for conversion of
debentures in the  amount  of  $98,901.

We  issued  1,550,000  shares  to  a  major  shareholder pursuant to a debenture
agreement. $1,199,700 interest  was  recorded  in  the financial  statements for
these shares.

The securities issued in the foregoing transactions  were  offered  and  sold in
reliance  upon  exemptions  from the Securities  Act  of 1033 ("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.

(d)     Not  Applicable.

Item  3.  Defaults  Upon  Senior  Securities

        Not  Applicable.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

        Not  Applicable.

Item  5.  Other  Information.

        Not  Applicable

ITEM  6:  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

Number    Description

4.1         Certificate  of  Amendment  to  the  Certificate of Incorporation of
            Flexxtech  Corporation.

10.1        Reseller  Agreement between Vivato, Inc. and the Company dated
            August  14,  2002.

10.2        Motorola Reseller Agreement  between  Motorola,  Inc.  and  the
            Company dated August 18, 2003.

10.3        Short  Term  Rental Agreement between Vidcon Solutions Group, Inc.
            and  the Company  dated  February 5, 2003.

31.1        Section  302  Certification  of  the  Chief  Executive  Officer.

31.1        Section 302 Certification of the Interim Chief Financial Officer.

32.2        Section  906  Certification  of  the  Chief  Executive  Officer.

32.2        Section 906 Certification of the Interim Chief Financial Officer.

(b)  Reports  on  Form  8-K

The  Company  filed  a  Form  8-K/A on September 9, 2003 that included Financial
Statements  and  Pro  Forma  Financial  Information.


SIGNATURES

In  accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant  caused  this  report  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized.


                                              NETWORK  INSTALLATION  CORPORATION
                                                        (Registrant)

Date:  November  13,  2003       By:    /s/  Michael  Cummings
                                         --------------------------------
                                         Michael  Cummings
                                         President  &  Chief  Executive Officer

                                 By:    /s/  Michael  Novielli
                                        ---------------------------------
                                        Michael  Novielli
                                        Interim  Chief Financial Officer