UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                                      1934
                  For the quarterly period ended June 30, 2004

                                       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 0-25499

                          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 No.)

    15235 Alton Parkway, Suite 200
           Irvine, CA                                       92618
---------------------------------------              ------------------
(Address of principal executive offices)                (Zip Code)

                                 (949) 753-7551
                            ------------------------
                           (Issuer's telephone number)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the  Issuer  was  required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of common
equity,  as  of  the  latest  practicable  date:

As  of  August  19,  2004,  the  Issuer had outstanding 11,580,745 shares of its
common  stock,  $0.001  par  value.

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


                          PART I-FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS
                   NETWORK INSTALLATION CORP. AND SUBSIDIARIES
                                TABLE OF CONTENTS

                                                                    PAGE

UNAUDITED  CONSOLIDATED  BALANCE  SHEET                                3

UNAUDITED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS                    4

UNAUDITED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS                   5

NOTES  TO  UNAUDITED  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS   6

<TABLE>
<CAPTION>
                   NETWORK  INSTALLATION  CORP
                  CONSOLIDATED CONDENSED BALANCE  SHEET
<S>                                                       <C>
                            ASSETS
                                                            (Unaudited)
                                                           June 30,
                                                                  2004

CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . .  $ 1,280,867
Accounts receivable, net of allowance for doubtful
accounts of $80,000 . . . . . . . . . . . . . . . . . . .      322,355
Work in progress. . . . . . . . . . . . . . . . . . . . .       35,987

Prepaid expenses. . . . . . . . . . . . . . . . . . . . .      263,750
Other current assets. . . . . . . . . . . . . . . . . . .        7,054
                                                            ----------

TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . .    1,910,013
                                                            ----------

NET PROPERTY & EQUIPMENT, NET   . . . . . . . . . . . . .        4,149
                                                            ----------

Goodwill. . . . . . . . . . . . . . . . . . . . . . . . .    1,000,000
                                                            ----------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . .  $ 2,914,162
                                                            ==========

                LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Line of credit. . . . . . . . . . . .  . . . . . . . . . .      38,960
Accounts payable and accrued expenses . . . . . . . . . .    1,201,523
Deferred revenue. . . . . . . . . . . . . . . . . . . . .            0
Loans payable . . . . . . . . . . . . . . . . . . . . . .      361,097
Loans payable - related parties . . . . . . . . . . . . .      129,180
                                                             ----------


TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . .    1,730,760
                                                            ----------

LONG TERM LIABILITIES
Convertible debt. . . . . . . . . . . . . . . . . . . . .       90,000
Convertible debt - related parties. . . . . . . . . . . .      944,333
                                                            ----------

TOTAL LONG TERM LIABILITIES.. . . . . . . . . . . . . . .    1,034,333
                                                           ------------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . .    2,765,093
                                                            ----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Common stock, authorized 100,000,000 shares at $.001 par
value, issued and outstanding 11,580,745 shares . . . . .     11,581
Additional paid-in capital. . . . . . . . . . . . . . . .    6,598,153
Shares to be issued . . . . . . . . . . . . . . . . . . .      116,249
Accumulated deficit . . . . . . . . . . . . . . . . . . .   (6,576,914)
                                                            ----------

TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . . . . . . . .     149,069
                                                            ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY. . . . . . . .  $ 2,914,162
                                                            ==========
See notes to financial statements
</TABLE>


<TABLE>
<CAPTION>
                            NETWORK INSTALLATION CORP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<S>                                  <C>           <C>           <C>           <C>
                                     For the three months ended  For the six months ended
                                      June 30,      June 30,       June 30,       June 30
                                        2004         2003           2004           2003
                                     ----------    ---------     -----------    ---------

NET REVENUE. . . . . . . . . . . .  $729,405      $ 312,338      $ 1,239,927     $754,944

COST OF REVENUE. . . . . . . . . .   347,091        371,754          667,311      558,113
                                     ----------    ---------     -----------    ---------

GROSS PROFIT . . . . . . . . . .   . 382,314         59,416          572,616      196,831


OPERATING EXPENSES . . . . . . . .   898,459         299,172       1,482,826      491,173
                                     ----------    ---------     -----------    ---------

INCOME (LOSS) FROM OPERATIONS. . .   (516,145)      (358,588)       (910,210)    (294,342)


OTHER INCOME (EXPENSES)
Interest income. . . . . .             2,017               0           2,017            0
Interest expense . . . . . . . . .   (49,825)         (1,094)       (201,881)      (2,188)
                                     ----------    ---------     -----------    ---------

TOTAL OTHER INCOME
(EXPENSES) . . . . . . . . . . . .    (47,808)        (1,094)       (199,864)     (2,188)
                                     ----------    ---------     -----------    ---------

INCOME (LOSS) BEFORE INCOME TAX. .   (563,953)      (359,682)     (1,110,074)    (296,530)
                                     ----------    ---------     -----------    ---------

Provision of income taxes. . . . .          -              -               -         800
                                     ----------    ---------     -----------    ---------

NET INCOME (LOSS). . . . . . . . .  $ (563,953)     (359,682)     (1,110,074)    (297,330)
                                     ==========    =========     ===========    =========

BASIC AND DILUTED INCOME (LOSS)
PER SHARE. . . . . . . . . . . . .  $    (.05)       $ (0.08)     $    (.09)      $(0.11)
                                     ==========    =========     ===========    =========

WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING.. . .   11,917,736     4,712,836     12,313,634    2,611,048
                                     ==========    =========     ===========    =========
See notes to financial statements

</TABLE>

<TABLE>
<CAPTION>
                     NETWORK  INSTALLATION  CORP.
            CONSOLIDATED CONDENSED STATEMENTS  OF  CASH  FLOWS
                          (UNAUDITED)
<S>                                          <C>               <C>
                                               Six  months ended
                                              June 30, 2004    June 30, 2003
                                              ---------------   --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . . . .   $  (1,110,074)     $  (297,330)
Adjustment to reconcile net income
(loss) to net cash provided by (used in)
operating activities:
Issuance of stock for consulting
 services . . . . . . . . . . . . . . . . . .        195,000          121,950
Beneficial conversion feature of debenture .         147,625               -
Depreciation and amortization. . . . . . . .          57,332            5,365
(Increase) decrease in current assets
Accounts receivable. . . . . . . . . . . . .          30,764           61,143
Work in progress . . . . . . . . . . . . . .         164,013               -
Prepaid Expenses . . . . . . . . . . . . . .        (242,500)              -
Deposit and other current assets . . . . . .          (4,765)          3,775
Increase (Decrease) in current liabilities:
Accrued expenses and accounts payable. . . .        (262,764)        163,140
Deferred revenue . . . . . . . . . . . . . .        (280,924)              -
                                                -------------   -------------

NET CASH PROVIDED BY (USED IN) OPERATING
 ACTIVITIES. . . .                                (1,306,293)         58,043
                                                -------------   -------------

NET CASH PROVIDED BY (USED IN) INVESTING
 ACTIVIES. . . . .                                         -           3,311
                                                -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares . . . . . . .      2,235,000          2,150
Proceeds (payments to) from factor. . .  . .          (14,056)             -
Proceeds from borrowings . . . . . . . . . .          661,989              -
Payment on Note                                            -         (39,320)
Payment on Loans. . . . . . . . . . . . . .                -         (21,360)
Repayment of long term debt. . . . . . . . .         (296,440)              -
                                                -------------   -------------

NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES. . . . . . . . . . . . .       2,586,493        (58,530)
                                                -------------   -------------

NET DECREASE IN CASH &
     CASH EQUIVALENTS. . . . . . .                  1,280,200          2,824

CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD            667          3,906
                                                -------------   -------------

CASH & CASH EQUIVALENTS AT END OF PERIOD. . . $     1,280,867      $   6,730
                                                =============   =============
See notes to financial statements
</TABLE>


                   NETWORK INSTALLATION CORP. AND SUBSIDIARIES
         NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

1.  DESCRIPTION  OF  BUSINESS  AND  SEGMENTS

Network  Installation  Corp  (NIC)  was incorporated on July 18, 1997, under the
laws  of  the  State  of  California.  NIC  is  a full service computer cabling,
networking and telecommunications integrator contractor, providing networks from
stem  to stem in house. NIC participates in the worldwide network infrastructure
market  to end users, structured cabling market and the telephony services. NIC,
Flexxtech  and  Del Mar Systems International, Inc. (DMSI) are together referred
to  as  "the  Company".

Pursuant  to  a  purchase  agreement  on  May  23,  2003,  Flexxtech Corporation
("Flexxtech") acquired 100% of the issued and outstanding common stock of (NIC).
The  purchase  price  consisted of $50,000 cash, 7,382,000 shares of Flexxtech's
common  stock  and  five year option to purchase an additional 618,000 shares of
Flexxtech stock if NIC's total revenue exceeds $450,000 for the period beginning
on  June  1,  2003  and  ending August 31. The option was exercisable at a price
equal  to  the  closing  bid  price  of  the  stock  on August 31, 2003. NIC has
forfeited  the  right  to  that  option.

According  to the terms of the share exchange agreement, control of the combined
companies  (the  "Company")  passed  to the former shareholders of NIC. Although
from a legal perspective, Flexxtech acquired NIC, the transaction is viewed as a
recapitalization  of  NIC,  accompanied  by  an  issuance of stock by NIC to the
shareholders  of  Flexxtech.  This  is because Flexxtech did not have operations
immediately prior to the transaction, and following the transaction, NIC was the
operating  company.

On March 1, 2004, NIC acquired 100% of the outstanding shares of Del Mar Systems
International,  Inc.  (DMSI),  a  Company  operating  in  the  telecommunication
solutions  industry.  The  operations  of  DMSI  have been consolidated with the
operations  of  the  Company,  since  March  1,  2004.

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

A  Certificate  of  Amendment  was  filed  on July 10, 2003 to change the parent
company's  name  from  Flexxtech  Corporation  to  Network  Installation  Corp.

The  accompanying  unaudited  condensed  interim  financial statements have been
prepared  in  accordance  with  the  rules and regulations of the Securities and
Exchange  Commission  for the presentation of interim financial information, but
do  not include all the information and footnotes required by generally accepted
accounting  principles  for complete financial statements. The audited financial
statements  for  the  two  years  ended December 31, 2003 and 2002 were filed on
April  9,  2004  with  the  Securities  and  Exchange  Commission  and is hereby
referenced.  In  the opinion of management, all adjustments considered necessary
for  a  fair  presentation  have  been  included.  Operating  results  for  the
three-month  period  ended  June  30, 2004 are not necessarily indicative of the
results  that  may  be  expected  for  the  year  ended  December  31,  2004.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Consolidation
-----------------------------

The  accompanying  financial  statements  include  the  accounts  of  Network
Installation  Corp.,  formerly  Flexxtech  Corporation  (legal  acquirer,  the
"Parent"), and its 100% owned subsidiaries, Network Installation Corporation and
Del  Mar  Systems International, Inc. All significant inter-company accounts and
transactions  have  been  eliminated  in  consolidation. The results include the
accounts  of  NIC  and Flexxtech for the six months ended June 30, 2004, and the
results  of  DMSI  from  the date of acquisition, March 1, 2004 through June 30,
2004.  The  historical  results for the three months ended June 30, 2003 include
NIC  only.

Revenue  Recognition
--------------------

The Company's revenue recognition policies are in compliance with all applicable
accounting  regulations,  including  American  Institute  of  Certified  Public
Accountants (AICPA) Statement of Position (SOP) 81-1, Accounting for Performance
of  Construction-Type  and  Certain  Production-Type  Contracts.  Revenues  from
installations, cabling and networking contacts are recognized when the contracts
are completed (Completed-Contract Method). The completed-contract method is used
because  the  contracts  are  short-term in duration or the Company is unable to
make  reasonably  dependable  estimates  of  the  costs  of  the  contracts.

Under  the  Completed-Contract Method, revenues and expenses are recognized when
services have been performed and the projects have been completed. For projects,
which have been completed but not yet billed to customers, revenue is recognized
based  on  management's  estimates  of  the  amounts  to  be realized. When such
projects  are  billed,  any  differences  between  the initial estimates and the
actual  amounts  billed  are  recorded  as  increases  or  decreases to revenue.
Expenses  are  recognized  in the period in which the corresponding liability is
incurred.  Deferred  revenue  represents  revenue  that  has been received or is
receivable before it is earned, i.e., before the related services are performed.
Deferred  revenue  amounted to $0 and $280,924 at June 30, 2004 and December 31,
2003,  respectively.

The  Company's  revenue  recognition  policy  for sale of network products is in
compliance  with  Staff  accounting bulletin (SAB) 104. Revenue from the sale of
network  products  is  recognized when a formal arrangement exists, the price is
fixed  or  determinable,  the  delivery  is  completed  and  collectibility  is
reasonably  assured.  Generally, the Company extends credit to its customers and
does  not require collateral. The Company performs ongoing credit evaluations of
its  customers  and  historic  credit  losses  have  been  within  management's
expectations.

Stock-based  Compensation
-------------------------

In  October  1995,  the  FASB  issued  SFAS No. 123, "Accounting for Stock-Based
Compensation"  amended  by SFAS No 148, "Accounting for Stock Based Compensation
Transition  and  Disclosure".  SFAS  No. 123 prescribes accounting and reporting
standards  for  all  stock-based  compensation  plans,  including employee stock
options,  restricted stock, employee stock purchase plans and stock appreciation
rights.  SFAS No. 123 requires compensation expense to be recorded (i) using the
new  fair value method or (ii) using the existing accounting rules prescribed by
Accounting  Principles  Board  Opinion  No.  25, "Accounting for stock issued to
employees" (APB 25) and related interpretations with proforma disclosure of what
net  income  and  earnings per share would have been had the Company adopted the
new fair value method. The Company uses the intrinsic value method prescribed by
APB  25  and  has opted for the disclosure provisions of SFAS No.123. No options
were  issued  during  the  three  months  ended  June  30,  2004.

Basic  and  Diluted  Net  Loss  Per  Share
------------------------------------------

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

Segment  Reporting
------------------

Statement  of  Financial  Accounting Standards No. 131 ("SFAS 131"), "Disclosure
About  Segments  of  an  Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for  making  operating  decisions and assessing performance. Reportable segments
are  based  on  products  and  services,  geography, legal structure, management
structure, or any other manner in which management disaggregates a company. SFAS
131  has  no  effect  on the Company's consolidated financial statements for the
period  ended  June  30,  2004  and  2003, as substantially all of the Company's
operations  are  conducted  in  one  industry  segment.


3.  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company  as  a  going  concern.  However, the Company has accumulated deficit of
$6,576,914,  is  generating losses from operations, and has a negative cash flow
from  operations. The continuing losses have adversely affected the liquidity of
the  Company. The Company faces continuing significant business risks, including
but,  not  limited to, its ability to maintain vendor and supplier relationships
by  making  timely  payments  when  due.

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

Management  has  taken the following steps to revise its operating and financial
requirements,  which  it believes are sufficient to provide the Company with the
ability  to  continue as a going concern. Management devoted considerable effort
towards obtaining additional equity financing through various private placements
and  evaluation  of  its  distribution  and  marketing  methods.

4  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts  payable  and  accrued  expenses  is  comprised  of  the  following:

<TABLE>
<CAPTION>
<S>                  <C>
                     June 30,
                           2004
                     ----------
Accounts payable. .  $  317,436
Payroll tax payable     158,907
Litigation accrual.     384,522
Accrued expenses. .     340,658
                     ----------

                     $1,201,523
                     ==========
</TABLE>



5.  NOTES  PAYABLE

The  Company contracted a $500,000 note payable in March 2004 in connection with
the  DMSI  acquisition. This note bears interest at 5% and is payable in monthly
installment  of $42,804, maturing in April 2005. The balance outstanding at June
30,  2004  is  $336,097.

The Company has an unsecured, non-interest bearing note for $25,000 due November
2005.  The  Company  also  has  a  $38,960  loan  payable  by  June  30,  2005.

6.  RELATED  PARTY  TRANSACTIONS

Related  Party  Notes  Payable  -  Current
------------------------------------------

The Company has an unsecured, non-interest bearing notes for $129,180  due to an
officer.  Payments  on  this note are unscheduled.  A payment of $5,000 has been
made  during  the  three  months  ended  June  30,  2004.

The  Company also issued convertible debentures to the majority shareholder (see
note  9).

7.  INCOME  TAXES

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss.  Through  December  31,  2003,  the  Company  incurred net
operating losses for tax purposes of approximately $3,450,000. The net operating
loss  carry forwards may be used to reduce taxable income through the year 2022.
The  availability  of the Company's net operating loss carryforwards are subject
to  limitation if there is a 50% or more positive change in the ownership of the
Company's  stock. A valuation allowance for 100% of the deferred taxes asset has
been  recorded  due  to  the  uncertainty  of  its  realization.

8.  COMMITMENTS  &  CONTINGENCIES

Litigation
----------

In  the year ended December 31, 2002, a suit was brought against the Company and
its  former  management in the Superior Court of the State of California, County
of  San Francisco, by an individual alleging that 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, an
individual  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.  On  November  21,  2003,  the  Company  reached a
settlement with the plaintiffs for $160,000. The unpaid balance at June 30, 2004
was  $65,000.

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 service. 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 and (i)
the  Company  will  bring  action  against  NTCB  to seek relief or (ii) because
partial  payment  was  made  by  NTCB,  it  could affect the legal status of the
guarantee,  which  the Company believes may absolve it of liability. In February
2004, the plaintiff refiled the complaint. Although the Company will continue to
oppose  the  action 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
discussion  with  the  plaintiff.

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


9.  STOCKHOLDERS'  EQUITY

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.

Equity
------

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

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

During  the  three  months ended June 30, 2004, the Company issued 35,000 shares
pursuant  to  an  acquisition  agreement  effecting  in  April  2003.

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

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

Convertible  Debentures  -  Related  Parties
--------------------------------------------

During  the  three  months  ended  June  30,  2004,  the Company issued $260,000
debentures  to  a  major  shareholder  of the Company. These debentures carry an
interest  rate of 8% per annum, due in April 2009. Holder is entitled to convert
the  face amount of this Debenture, plus accrued interest, anytime following the
Closing  Date,  at  the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  (15) trading days prior to the Conversion Date or (ii) 100% of the
closing  bid  prices  for the twenty (20) trading days immediately preceding the
Closing  Date  ("Fixed  Conversion  Price"),  each  being  referred  to  as  the
"Conversion  Price".  No  fractional  shares  or scrip representing fractions of
shares  will be issued on conversion, but the number of shares issuable shall be
rounded  up  or  down,  as  the  case  may  be,  to  the nearest whole share. In
accordance  with  EITF  00-27  98-5,  the  beneficial  conversion feature on the
issuance  of  the  convertible debenture for the quarter ended June 30, 2004 has
been  recorded  in the amount of $12,500. The debentures issued during the three
months  ended  June  30,  2004  were  issued with a discount of $35,000 of which
$15,833  was  recorded  as  interest  expense.

During  the  three  months  ended  June  30, 2004, the Company repaid $45,000 of
convertible  debt  and  converted  $75,000  plus  interest into shares of common
stock.

11.  BASIC  AND  DILUTED  NET  LOSS  PER  SHARE

Basic  and  diluted net loss per share for the three-month period ended June 30,
2004  were  determined  by  dividing  net  loss  for the periods by the weighted
average number of basic and diluted shares of common stock outstanding. Weighted
average number of shares used to compute basic and diluted loss per share is the
same  since  the  effect  of  dilutive  securities  is  anti-dilutive.

12.  SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOWS

The  Company  paid  interest of $5,229 and $0 during the three months ended June
30,  2004 and 2003, respectively. The Company paid income taxes of $0 during the
three  months  ended  June  30,  2004  and  2003,  respectively.

13.  ACQUISITION  OF  DEL  MAR  SYSTEMS  INTERNATIONAL,  INC.

Pursuant  to  an  acquisition  agreement,  the  Company  acquired  100%  of  the
outstanding  shares of San Diego area-based telecommunication solutions firm Del
Mar  Systems International, Inc. on March 1, 2004 for $1 million structured as a
(i)  $500,000  12  month  5% Note consisting of 12 equal monthly installments of
$42,804  and  (ii) $500,000 in 130,549 shares of the Company's restricted common
stock.  The  pro  forma  information  including  the  operations  of DMSI is not
available  for  the  three  months  ended  June 30, 2005, and for the year ended
December  31,  2003,  as  they  are  in  the  process  of  being  compiled.

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

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

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  Report  on  Form  10-QSB  contains  forward-looking statements, including,
without limitation, statements concerning 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 the risks described
below  and  elsewhere  in  this  report.  Although  we  believe the expectations
reflected  in the forward-looking statements are reasonable, they relate only to
events  as of the date on which the statements are made, and our future results,
levels of activity, performance or achievements may not meet these expectations.
We  do not intend to update any of the forward-looking statements after the date
of  this document to conform these statements to actual results or to changes in
our  expectations,  except  as  required  by  law.

OVERVIEW

We  are  a  project  engineering  company  that  focuses  on  the implementation
requirements  of  specialty  communication systems, Wireless Fidelity, or Wi-Fi,
deployment  and  fixed  Wireless  Local  Area  Networks,  or WLANs. We offer the
ability  to integrate superior solutions across a vast majority of communication
requirements.

We  have  a  two-pronged  approached to our business model. One is the continued
focus  on  our  core  competency  of  project  management  in  wired  networking
infrastructure,  design,  installation  and support of communications solutions.
Second,  is  to  leverage that expertise in our pursuit of the infrastructure to
build-out  of  Wi-Fi  and  WLANs.

Through our wholly-owned subsidiary Del Mar Systems International, Inc., we also
provide  integrated  telecom  solutions  including  Voice over Internet Protocol
(VoIP)  applications.

CRITICAL  ACCOUNTING  POLICIES

We have identified the policies below as critical to our business operations and
the  understanding  of  our results of operations. The impact and any associated
risks  related  to  these  policies  on  our  business  operations are discussed
throughout  this  section  where  such policies affect our reported and expected
financial  results.  Our  preparation  of  our Consolidated Financial Statements
requires  us  to make estimates and assumptions that affect the reported amounts
of  assets  and  liabilities, disclosure of contingent assets and liabilities at
the  date  of  our financial statements, and the reported amounts of revenue and
expenses  during  the  reporting  period.  There can be no assurance that actual
results  will  not  differ  from  those  estimates.

Our  accounting  policies  that  are  the most important to the portrayal of our
financial  condition  and  results,  and  which  require  the  highest degree of
management  judgment  relate  to  revenue  recognition,  the  provision  for
uncollectible  accounts  receivable,  property  and  equipment,  advertising and
issuance  of  shares  for  service.

Our  revenue  recognition  policies  are  in  compliance  with  all  applicable
accounting  regulations,  including  American  Institute  of  Certified  Public
Accountants (AICPA) Statement of Position (SOP) 81-1, Accounting for Performance
of  Construction-Type  and  Certain  Production-Type  Contracts.  Revenues  from
installations, cabling and networking contacts are recognized when the contracts
are  completed.  The completed-contract method is used because the contracts are
short-term  in duration or we are unable to make reasonably dependable estimates
of  the  costs  of  the  contracts.  Our  revenue recognition policy for sale of
network  products  is  in  compliance  with Staff accounting bulletin (SAB) 101.
Revenue  from  the  sale  of  network  products  is  recognized  when  a  formal
arrangement  exists,  the  price  is  fixed  or  determinable,  the  delivery is
completed  and  collectibility  is  reasonably  assured.

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

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

We  expense  advertising  costs  as  incurred.

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

GOING  CONCERN  OPINION

Our  audited  financial statements for the quarter ended June 30, 2004 reflect a
net  loss  of  $(563,953).  These  conditions raised substantial doubt about our
ability  to  continue  as  a  going  concern  if  we  do  not acquire sufficient
additional funding or alternative sources of capital to meet our working capital
needs.  Our plan to continue operations in relation to our going concern opinion
is  to  utilize the funds in our completed the registration process with the SEC
so  we  can  access  regarding  the  Equity  Line of Credit provided by Dutchess
Private  Equities  Fund. We believe proceeds from this offering should enable us
to  return  to  profitability.


THREE MONTHS ENDED JUNE 30, 2004 AS COMPARED TO THREE MONTHS ENDED JUNE 30, 2003
RESULTS  OF  OPERATIONS

NET  REVENUE

We  generated  consolidated  net revenues of $729,405 for the three month period
ended  June  30,  2004, as compared to $312,338 for the three month period ended
June  30,  2003.  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 Del Mar Systems, which
contributed  only  nominally  to  our  revenue  for  the  quarter.

COST  OF  REVENUE

We  incurred  Cost  of Revenue of $347,091 for the three month period ended June
30,  2004,  as  compared  to  $371,754 for the three month period ended June 30,
2003.  Our Cost of Revenue decrease is due to  stricter budgeting and decreasing
of  salaries  in  lieu  of  commission-based  pay.

GROSS  PROFIT  (LOSS)

We generated gross profit  of $382,314 for the three month period ended June 30,
2004,  as  compared  to a gross loss of $59,416 for the three month period ended
June  30,  2003. The increase  in gross profit for this quarter when compared to
the  same  quarter  last year is due to an increase in our revenue and continued
control  over  our  expenses.

OPERATING  EXPENSES

We  incurred costs of $898,459 for the three month period ended June 30, 2004 as
compared  to  $299,172  for  the  three  month  period  ended  June  30,  2003,
respectively.  Operating  Expenses  in  the  current period increased due to the
increase  in  professional  and consulting fees and employee headcount including
new  locations  and  the branch sales managers required at the new locations, VP
Marketing  &  Sales  and  direct  sales  force.

NET  INCOME  (LOSS)

We  had  a loss before taxes of ($563,953) for the three month period ended June
30,  2004  as compared to  ($359,682)  for the three month period ended June 30,
2003.  The  increase  in  loss  is  due  to  increase  in our expenses including
marketing  expenses,  travel  and  employee  headcount  including  branch  sales
managers,  VP  Marketing  &  Sales  and  direct  sales  force.


BASIC  AND  DILUTED  INCOME  (LOSS)  PER  SHARE

Our  basic  and diluted income (loss) per share for the three month period ended
June  30,  2004  was  ($0.05)  as compared to ($0.08) for the three month period
ended  June  30,  2003.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  of June 30, 2004, our Current Assets were $1,910,013 and Current Liabilities
were  $1,730,760.  Cash  and cash equivalents were $1,280,867. Our Stockholder's
Equity  at  June  30,  2004  was  $149,069.

We  had a net usage of cash due to operating activities for the six month period
ended  June 30, 2004 of ($1,306,293) compared to a positive cash flow of $58,043
for  the  six  month  period  ended  June  30, 2003. We had net cash provided by
financing  activities  of  for  the  three  month  period ended June 30, 2004 of
$2,586,493  compared  to  a  negative  cash  flow of ($58,530) for the six month
period  ended June 30, 2003. We had $661,989 from borrowings in the period ended
June  30,  2004  as  compared  to  $0  in  the  corresponding  six months.

FINANCING  ACTIVITIES

As  of  July  22,  2004,  we  had  issued  convertible debentures of $918,500 to
Dutchess  Private  Equities  Fund  and  Dutchess  Private  Equities  Fund,  II,
collectively.  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 various convertible debentures
shall  pay  a coupon ranging from 6% to 8% cumulative interest. We make interest
payments beginning on April 25, 2004, in an aggregate amount equal to $3,500, in
cash,  to  the  holder  for  the debentures on March 31, 2004, April 8, 2004 and
April  13,  2004.  Each  subsequent  payment  thereafter shall be tendered every
thirty  days  from  said date in the same amount, in cash, to the holder. We may
make  prepayments  at any time. The debentures are payable five years from their
respective  date.  The convertible debentures are convertible into shares of our
common  stock.

On May 31, 2004, we closed a private placement offering of 745,001 shares of our
common  stock  priced  at  $3.00 per share, totaling $2,335,000 and a warrant to
purchase  a  common  share  of  common  stock  for  $5.00  per  share.

CAPITAL  COMMITMENTS

We  have  an  unsecured  note  of  $47,500,  guaranteed  by  an  officer  and
shareholder  of  ours,  bearing  an  interest rate of prime plus 3.25%. The note
is  payable  through  a revolving line of credit, which commenced on November 6,
2001,  the date of the note, and expires three years following the note date. We
must  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  will  commence  upon  the  termination  of  the revolving line of credit
period.  During  the  term  period,  we  must  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 is due and payable seven years from the
date  of  the  note.

As  a  result  of  our  acquisition  of  NIC  ,  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. We are in the process
of  making  payment  arrangement  with  the  financing  institution.  The amount
outstanding  at  June 30, 2004,  amounted  to  $38,960.

We  have an unsecured, non-interest bearing notes for $65,000 due November 2005.

On  March 1, 2004, we entered into a Promissory Note Agreement for $500,000 with
Stephen  Pearson, for the acquisition of Del Mar Systems, Inc. The note bears 5%
interest per annum and we make payments of $41,667 per month toward the balance,
maturing  in  April  2005.  The  balance outstanding June 30, 2004 was $336,097.

As  of July 22, 2004, a portion of the convertible debentures issued to Dutchess
Fund  and  Dutchess  Private  Equities Fund, II, collectively require us to make
interest  payments. We make interest payments beginning on April 25, 2004, in an
amount  equal  to  an  aggregate  of  $3,500,  in  cash,  to  the holder for the
debentures  on March 31, 2004, April 8, 2004 and April 13, 2004. Each subsequent
payment  thereafter  shall  be  tendered every thirty days from said date in the
same  amount,  in  cash, to the holder. We may make prepayments at any time. The
debentures  are  payable  five  years  from  their  respective  dates

On  February 23, 2004, we issued a note in the amount of $46,489. The note bears
no  interest  rate  and  was  paid  on  July  30,  2004.

We  have  an unsecured, non-interest bearing note for $25,000 due November 2005.

We settled litigation with Arman Moheban that requires us to pay $22,400 in four
equal  monthly  installments of $5,600 beginning July 1, 2004. As of July 20, we
have  made  two  payments  totaling $11,200.

We  have  unsecured,  non-interest  bearing  notes  with  Michael  Cummings  for
$129,180.  Payments  on this note are unscheduled.  A payment of $5,000 has been
made  during  the  three  months  ended  June  30,  2004.

We  currently sublease 2,500 sq ft. of office space located in a technology park
at  18 Technology Dr., Suite 140A, Irvine, CA. Our monthly rent is approximately
$2,300  per  month,  and  our  lease  runs  month  to  month.

On  June  29,  2004, we entered into a lease agreement with Alton Plaza Property
Inc.  for  an  office located at 15235 Alton Parkway, Suite 200, Irvine, CA. Our
rent  is  approximately  $12,430.33  and  our  lease  runs  for  51  months.

On June 1, 2004, we entered into a lease agreement for an office located at 7702
E.  Doubletree Ranch Road Suite 500, Scottsdale, AZ, for approximately 1 year at
a  fee  of  $750  per  month.

On May 20, 2004, we entered into a lease agreement for an office located at 2377
Gold Meadow Way, Gold River, CA, for approximately 3 months at a fee of $596 per
month.

On  January  6, 2004, we entered into a lease agreement for an office located at
3960  Howard Hughes Parkway 5th Floor, Las Vegas, NV, for approximately 2 months
at  a  fee  of  $668  per  month.

On  March  1,  2004,  we entered into a lease agreement for an office located at
11601  Wilshire Blvd., Suite 500, Los Angeles, CA, for approximately 6 months at
a  fee  of  $790  per  month.

On  June 1, 2004, we entered into a lease agreement for an office located at 601
Union  Street,  Two  Union  Square, 42nd Floor, Seattle, WA, for approximately 6
months  at  a  fee  of  $260  per  month.

We  executed  an  employment  agreement  with  Mr.  Cummings  on  May  23, 2004,
wherein  we  owe  Mr. Cummings a gross salary of $16,000 per month and 5% of our
adjusted  net  profits  for  a  one-year  period  ending  on  May  23,  2005.

We  executed  an  employment agreement with Mr. Robert W. Barnett on January 19,
2004,  wherein  we  owe  Mr.  Barnett  an  annual  salary  of  $108,000  with
commissions/bonuses  to  be  determined  upon  arrival  of  up  to approximately
$142,000,  and  a  car allowance of $600 per month. At 1 year of employment, Mr.
Barnett  shall  earn  and  accrue severance payments based on year-to-year sales
performance  relating  to the agreed annual Company revenue plan. These payments
shall accrue at the rate of 1 month per year of employment, up to a maximum of 6
months severance, and shall only be effective in the event that we terminate his
employment if for any reason other than the reasons relating to the "Termination
for  Cause"  section  in  the  Agreement.


SUBSIDIARIES

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

ITEM  3.  CONTROLS  AND  PROCEDURES

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

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

                            PART II-OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

On  April  25,  2003,  the  Superior Court of the State of California, County of
Orange,  entered  a  judgment in the amount of $46,120 against us and our former
management  in  favor  of  Insulectro  Corp., a vendor of our former subsidiary,
North  Texas  Circuit Board. We believe that we were never issued proper service
of  process  for  the  complaint. In addition, on August 20, 2002, we sold North
Texas  Circuit  Board  to  BC  Electronics  Inc.  Pursuant to terms of the share
purchase  agreement,  BC  Electronics  assumes  all  liabilities  of North Texas
Circuit  Board.  In  December 2003, we filed a motion to vacate the judgment for
lack of personal service. In February 2004, the Court ruled in our favor and the
judgment  was  vacated.  Although  we are the guarantor on the loan, North Texas
Circuit Board is the principal debtor and (i) we will bring action against North
Texas  Circuit  Board to seek relief or (ii) because partial payment was made by
North  Texas  Circuit  Board, it could affect the legal status of the guarantee,
which  we  believe  may absolve us of liability. In February 2004, the plaintiff
re-filed  the complaint. Although we will continue to oppose the action, we have
entered  into  settlement discussions with the plaintiff; however, no definitive
terms  have  been  agreed  to.

On  April  29,  2003,  Arman  Moheban  brought  a suit against us and our former
management  in  the  Superior  Court  of  the State of California, County of Los
Angeles,  alleging  breach  of contract pursuant to a settlement agreement dated
November 20, 2002. The suit alleges that we are delinquent in our repayment of a
$20,000  promissory  note, of which $5,000 has been repaid to date. We reached a
settlement  with  the  plaintiff  for  $22,400  to be paid in four equal monthly
installments  of  $5,600  beginning July 1, 2004. As of August 20, 2004, we have
made  two  payments  totaling  $11,200.

ITEM  2.  CHANGES  IN  SECURITIES

 (c)  Recent  Sales  of  Unregistered  Securities

On  March  31,  2004,  we  contracted the issuance for convertible debentures of
$155,000 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 6% cumulative interest, in cash or in
shares  of  common stock, at our option, at the time of each conversion. We make
interest  payments  beginning on April 25, 2004, in an amount equal to $2000.00,
in  cash,  to  the  Holder. Each subsequent payment thereafter shall be tendered
every  thirty  (30)  days  from  said  date  in the same amount, in cash, to the
Holder. We may make prepayments at any time. The debentures are payable on March
31,  2009.  The convertible debentures are convertible into shares of our common
stock.  The  debentures  were  funded  on  April  1,  2004.

On April 8, 2004, we issued convertible debentures of $50,000 issued to Dutchess
Private  Equities  Fund, II. The holder of the debentures is 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
pay 8% cumulative interest, in cash or in shares of common stock, at our option,
at  the  time  of each conversion. We make interest payments beginning on May 8,
2004,  in  an  amount  equal to $500.00, in cash, to the Holder. Each subsequent
payment  thereafter  shall  be tendered every thirty (30) days from said date in
the  same  amount,  in cash, to the Holder. We may make prepayments at any time.
The  debentures  are  payable  on  April 8, 2009. The convertible debentures are
convertible  into  shares  of  our  common  stock.

On  April  13,  2004,  we  issued  convertible  debentures  of $50,000 issued to
Dutchess  Private Equities Fund, II. The holder of the debentures is 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  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 on April
14,  2009.  We  make  interest  payments beginning on May 14, 2004, in an amount
equal  to  $1000.00,  in cash, to the Holder. Each subsequent payment thereafter
shall  be  tendered every thirty (30) days from said date in the same amount, in
cash,  to  the  Holder.  We may make prepayments at any time. The debentures are
payable  on  April  13,  2009.  The  convertible debentures are convertible into
shares  of  our  common  stock.

On  April 16, 2004, we issued 5,382,000 shares of our restricted common stock to
Michael  Cummings  in  exchange  for  the  retirement  of  7,382,000  shares  of
restricted  common  stock  issued  to  Michael  Cummings. The net result was the
retirement  of  2,000,00  shares  of  our  common  stock  retired  to  treasury.

On  April  16,  2004,  we  issued  warrants  to  acquire  300,000  shares of our
restricted  common  stock  to  Robert  Barnett  pursuant to his employment.  The
warrants  carry  a  two-year vesting period before they can be exercised, at the
following  strike  prices:  100,000 shares at $5.00 per share, 100,000 shares at
$7.50  per  share,  and  100,000  shares  at  $10.00  per  share.

On  April  16,  2004,  we issued 10,000 shares of our restricted common stock to
Robert  Gayner  pursuant  to  a  Settlement and Release Agreement between us and
Temple  Securities,  dated  September  6,  2002.

On  April  16,  2004,  we  issued 5,000 shares of our restricted common stock to
Temple  Securities pursuant to a Settlement and Release Agreement between us and
Temple  Securities,  dated  September  6,  2002.

On  April  28, 2004, we converted $75,000 plus interest of convertible debt into
24,387  shares  of  restricted  common stock pursuant to a convertible debenture
agreement  .

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

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

NOT  APPLICABLE.

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

NOT  APPLICABLE.

ITEM  5.  OTHER  INFORMATION

On  April  23,  2004,  Michael  Cummings,  our  Chief Executive Officer, retired
2,000,000  of  our  common  shares  to  the  Company's  Treasury.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.8  Convertible Debenture Agreement between the Registrant and Dutchess Private
     Equities  Fund II,  dated  March  31,  2004.

4.9  Convertible Debenture Agreement between the Registrant and Dutchess Private
     Equities  Fund  II,  dated  April  8,  2004.

4.10 Convertible Debenture Agreement between the Registrant and Dutchess Private
     Equities  Fund  II,  dated  April  13,  2004.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.27  Territory  License  Agreement  between  the  Registrant  and  5G Wireless
     Communications,  Inc.,  dated  February  2004.

10.28  Lease  Agreement  between  the Registrant and Alton Plaza Property, Inc.,
     dated  June  29,  2004.

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

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

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

(b)  Reports  Filed  on  Form  8-K

On April 2, 2004, we filed an 8-K pursuant to the issuance of a press release to
report  our  financial  results  for  the  quarter  ended  December  31,  2003.

On  May  4,  2004,  we  filed  an  8-K  pursuant  to  a change in our certifying
accountant  from  Kabani  &  Company  to  Rose,  Synder  &  Jacobs.

On  May  4, 2004, we filed an 8-K pursuant to the acquisition of Del Mar Systems
International.

On  May  14,  2004,  we filed an 8-K pursuant to the issuance of a press release
with  the  Chairman  of the Board's Letter to Shareholders regarding our current
condition.

                                   SIGNATURES
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)


                                                       August  23,  2004
By:    /s/  Michael  Cummings
--------------------------------
Michael  Cummings
Chief  Executive  Officer

                                                        August  23,  2004

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