SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB/A

               Amended 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]

                         PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>


                                     NETWORK INSTALLATION CORP.
                                  (FORMERLY, FLEXXTECH CORPORATION)
                                     CONSOLIDATED BALANCE SHEET
                                         SEPTEMBER 30, 2003
                                             (UNAUDITED)
                                             (RESTATED)


<S>                                                                                     <C>
ASSETS
Current Asset:
               Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .  $       667
               Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . .      337,763
               Notes receivable - related parties. . . . . . . . . . . . . . . . . . .       79,214
               Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . .        2,289
       Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      419,933
                                                                                        ------------

Property and Equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        7,739
                                                                                        ------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   427,672
                                                                                        ============

  LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
               Accounts payable and accrued expenses . . . . . . . . . . . . . . . . .  $ 1,361,852
               Loans payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       61,730
               Loans payable related parties . . . . . . . . . . . . . . . . . . . . .       47,500
               Due to factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      205,929
               Convertible debt - current. . . . . . . . . . . . . . . . . . . . . . .      663,860
       Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .    2,340,871
                                                                                        ------------

Long-term Liabilities:
               Convertible debt net of debenture cost. . . . . . . . . . . . . . . . .      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. . . . . . . . . . . . . . . . . . . . . . . . . .    2,252,587
         Shares to be issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       16,900
         Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (4,573,302)
                                                                                        ------------
             Total Stockholders' Deficit . . . . . . . . . . . . . . . . . . . . . . .   (2,291,199)
                                                                                        ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . . . . . . . . . . . . . .  $   427,672
                                                                                        ============

The accompanying notes are an integral part of these consolidated financial statements
</TABLE>


<TABLE>
<CAPTION>


                                                NETWORK INSTALLATION CORP.
                                             (FORMERLY, FLEXXTECH CORPORATION)
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                        (UNAUDITED)
                                                        (RESTATED)


<S>                                                     <C>                   <C>         <C>                  <C>
                                                                THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                   SEPTEMBER 30,                     SEPTEMBER 30,
                                                                       2003         2002                2003         2002
                                                        --------------------  ----------  -------------------  -----------
NET REVENUE. . . . . . . . . . . . . . . . . . . . . .  $           444,736   $  760,450  $        1,199,680   $  813,543

COST OF REVENUE. . . . . . . . . . . . . . . . . . . .              358,131      439,631             916,244      479,617
                                                        --------------------  ----------  -------------------  -----------

GROSS PROFIT . . . . . . . . . . . . . . . . . . . . .               86,605      320,819             283,436      333,926

OPERATING EXPENSES . . . . . . . . . . . . . . . . . .            1,332,236      276,371           1,823,409      393,643
                                                        --------------------  ----------  -------------------  -----------
LOSS FROM OPERATIONS . . . . . . . . . . . . . . . . .           (1,245,631)      44,448          (1,539,973)     (59,717)

Other income (expense)
    Loss on conversion of debenture. . . . . . . . . .              (59,740)           -             (59,740)           -
    Interest expense . . . . . . . . . . . . . . . . .           (1,214,793)        (660)         (1,216,981)      (3,688)
                                                        --------------------  ----------  -------------------  -----------
           Total other income (expense). . . . . . . .           (1,274,533)        (660)         (1,276,721)      (3,688)
                                                        --------------------  ----------  -------------------  -----------
 LOSS BEFORE INCOME TAXES. . . . . . . . . . . . . . .           (2,520,164)      43,788          (2,816,694)     (63,405)

Provision of Income tax. . . . . . . . . . . . . . . .                    -            -                 800          800
                                                        --------------------  ----------  -------------------  -----------
NET LOSS . . . . . . . . . . . . . . . . . . . . . . .  $        (2,520,164)  $   43,788  $       (2,817,494)  $  (64,205)
                                                        ====================  ==========  ===================  ===========


Basic and diluted loss per share . . . . . . . . . . .  $             (0.23)  $     0.01  $            (0.30)  $    (0.01)
                                                        ====================  ==========  ===================  ===========

Basic and diluted weighted average shares outstanding.           11,127,512    7,382,000           9,320,787    7,382,000
                                                        ====================  ==========  ===================  ===========

<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.

The  accompanying  notes  are  an  integral  part  of  these  consolidated  financial  statements
</TABLE>




<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)
                                                   (RESTATED)


<S>                                                                                       <C>          <C>
                                                                                               2,003     2,002
                                                                                          -----------  --------

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (2,817,494)  (64,205)
 Adjustments to reconcile net loss to cash provided by (used in)
 operating activities
       Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . .       2,523     1,679
       Issuance of stocks for consulting services, compensation & interest . . . . . . .   2,089,250         -
       Options granted for compensation. . . . . . . . . . . . . . . . . . . . . . . . .       6,987         -
       Loss on settlement of debt. . . . . . . . . . . . . . . . . . . . . . . . . . . .      59,740         -
       (Increase) / decrease in current assets
             Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (337,763)  (63,829)
              Deposits & other current assets. . . . . . . . . . . . . . . . . . . . . .        (969)   (8,895)
       Increase /(decrease) in current liabilities
             Accrued expenses & accounts payable . . . . . . . . . . . . . . . . . . . .     537,229    48,467
                                                                                          -----------  --------
            NET CASH PROVIDED BY (USED IN) OPERATING
                   ACTIVITIES FROM CONTINUED OPERATIONS. . . . . . . . . . . . . . . . .    (460,497)  (86,783)
                                                                                          -----------  --------

 CASH FLOWS FROM INVESTING ACTIVITIES
            Cash received in acquisition of subsidiary . . . . . . . . . . . . . . . . .         667         -
                                                                                          -----------  --------
            NET CASH PROVIDED BY INVESTING ACTIVITIES. . . . . . . . . . . . . . . . . .         667         -

 CASH FLOWS FROM FINANCING ACTIVITIES
           Proceeds from factor. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     205,929         -
           Proceeds from notes receivable. . . . . . . . . . . . . . . . . . . . . . . .           -    73,206
           Proceeds from borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . .     336,150         -
           Payments of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (98,901)        -
                                                                                          -----------  --------
           NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . . . . . . . . . . .     443,178    73,206
                                                                                          -----------  --------

 NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . .     (16,652)  (13,577)

 CASH AND CASH EQUIVALENTS -BEGINNING. . . . . . . . . . . . . . . . . . . . . . . . . .      17,319    13,577
                                                                                          -----------  --------

 CASH AND CASH EQUIVALENTS -ENDING . . . . . . . . . . . . . . . . . . . . . . . . . . .         667         -
                                                                                          ===========  ========
 The accompanying notes are an integral part of these consolidated financial statements
</TABLE>

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

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 is 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.

RECAPITALIZATION

On  May  23,  2003,  Flexxtech  Corporation  (Flex)  and  Network  Installation
Corporation  (NIC) closed a purchase agreement whereby Flex acquired 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.

Pursuant  to  the terms of the share exchange agreement, control of the combined
companies passed to the former shareholders of NIC.  This type of share exchange
has been treated as a capital transaction accompanied by recapitalization of NIC
in  substance,  rather  than  a  business  combination, and is deemed a "reverse
acquisition"  for  accounting purposes since the former owners of NIC controlled
majority  of  the  total  common  shares  outstanding  immediately following the
acquisition.  No  pro forma financial statements are being presented as Flex had
no  significant  operations  or  asset  prior  to  the  acquisition.

All  significant  intercompany accounts and transactions have been eliminated in
consolidation.  The  historical  results for the period ended September 30, 2003
include  the  accounts  of  Flex  (from  the  acquisition  date)  and  Network
Installation  Corporation  for  the  nine month period ended September 30, 2003,
while  the  historical  results for the periods ended September 30, 2002 include
only  Network  Installation  Corporation.

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

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

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  is  a  full  service computer cabling, networking and
telecommunications  integrator  contractor, providing networks from stem to stem
in  house.  The  Company  participated  in  the worldwide network infrastructure
market  to  end  users,  structured  cabling  market and the telephony services.

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.  Because  of short duration of the contracts, the Company did not have
any  work  in  progress  as  of  September  30,  2003.

The  Company's  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.  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.

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.     RECENT  PRONOUCEMENTS

In  December  2002,  the  FASB  issued  SFAS No. 148 "Accounting for Stock Based
Compensation-Transition  and  Disclosure".  SFAS  No.  148  amends SFAS No. 123,
"Accounting  for  Stock  Based  Compensation", to provide alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee compensation.  In addition, this Statement amends the
disclosure  requirements  of  Statement  123 to require prominent disclosures in
both  annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim reporting period
ending  January  31,  2003.  The  adoption  of SFAS 148 does not have a material
effect  on  the  earnings  or  financial  position  of  the  Company.

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.

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
$4,573,302  including  a  net loss of $2,817,494 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.

4.     NOTES  RECEIVABLE/PAYABLE  -  RELATED

Notes  receivable  from  related  parties
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 Company has $3,500 payable based on the purchase agreement of the subsidiary
and  $44,000  loan  payable to the major shareholder and officer of the Company.
The  loan  amounts  are  unsecured,  due  on  demand  and  non interest bearing.

5.   LOAN  PAYABLE

The  Company 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 the Company by Flex, the Company was in default on
this  note,  since  the  note  prohibited  a change of ownership over 25% of the
Company's  common stock outstanding. The entire principal amount became due upon
default  and the revolving line of credit is no longer available to the Company.
The  Company  is in the process of making payment arrangement 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.

6.      DUE  TO  FACTOR

On  February  27,  2003,  the  Company  entered  into  a  factoring and security
agreement  to  sell,  transfer  and assign certain accounts receivable to Orange
Commercial  Credit  (OCC).  OCC may on its sole discretion purchase any specific
account.  All  accounts  sold  are with recourse on seller. All of the Company's
property  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, the Company 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.

7.      INCOME  TAXES

The  Company filed its tax returns through 2002 as an S corporation. The Company
accounts  for income taxes under Statement of Financial Accounting Standards No.
109  (SFAS  109).  Under  SFAS 109, deferred income taxes are reported using the
liability  method.  Deferred  tax assets are recognized for deductible temporary
differences  and  deferred  tax liabilities are recognized for taxable temporary
differences.  Temporary  differences  are  the  differences between the reported
amounts  of assets and liabilities and their tax bases.  Deferred tax assets are
reduced  by a valuation allowance when, in the opinion of management, it is more
likely  than not that some portion or all of the deferred tax assets will not be
realized.  Deferred  tax  assets and liabilities are adjusted for the effects of
changes  in  tax  laws  and  rates  on  the  date  of  enactment.

Through  September  30,  2003, the Company incurred net operating losses for tax
purposes  of approximately $2,800,000.  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.

8.      STOCKHOLDERS'  EQUITY

During  period  ended  September  30, 2003, the Company issued stocks 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,  Flex  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  period  ended  September  30,  2003,  the Company issued common stock as
follows:

The  Company  issued 7,382,000 shares of common stock for acquisition of Network
Installation  Corporation  (NIC)  on  May  23,  2003  (note  1)

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

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

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

The  Company  issued  1,550,000  shares  to  the major shareholder per 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.

The  restriction  period for the conversion of the debentures issued in April is
for  one  year  period. The company has recorded a beneficial conversion feature
expense  amounting  $53,000  as interest expense in the financial statements for
the  period  ended  June  30,  2003.

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

The  Company  accounts  for  stock  options  under SFAS No. 123, "Accounting for
Stock-Based  Compensation,"  as  amended  by SFAS No. 148, which contains a fair
value-based  method  for valuing stock-based compensation that entities may use,
which  measures  compensation  cost at the grant date based on the fair value of
the  award.  Compensation  is  then recognized over the service period, which is
usually  the  vesting  period.  Alternatively,  SFAS No. 123 permits entities to
continue  accounting  for  employee stock options and similar equity instruments
under Accounting Principles Board (APB) Opinion 25, "Accounting for Stock Issued
to  Employees."  Entities  that  continue to account for stock options using APB
Opinion 25 are required to make pro forma disclosures of net income and earnings
per  share,  as if the fair value-based method of accounting defined in SFAS No.
123  had  been  applied.

The  Company  accounts  for  its  stock  option  plan  under the recognition and
measurement  principles  of  APB  Opinion  25,  "Accounting  for Stock Issued to
Employees," and related interpretations. Stock-based employee compensation costs
are  not  reflected  in net income, as all options granted under the plan had an
exercise  price  equal to the market value of the underlying common stock on the
date  of  grant.  The  following  table illustrates the effect on net income and
earnings  per  share  for the nine month period ended September 30, 2003, if the
Company  had  applied  the fair value recognition provisions of SFAS No. 123, to
stock-based  employee  compensation  (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                          $(2,817)
            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                              $(2,834)
                                                        =============
            Loss per share:
            Basic, as reported                                 0.30
            Diluted, as reported                               0.30
            Basic, pro forma                                   0.31
            Diluted, pro forma                                 0.31
</TABLE>

The  assumptions used in calculating the fair value of options granted using the
Black-Scholes  option-  pricing  model  are  as  follows:


<TABLE>
<CAPTION>
<S>                                    <C>


  Risk-free interest rate              3.0%
  Expected life of the options         2 years
  Expected volatility                  100%
</TABLE>

9.      LITIGATION

In  the  year ended December 31, 2002, a suit was brought against the Company in
the Superior Court of the State of California, County of San Francisco, 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  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, of which the
Company had already made a good faith payment of $20,000.  The remaining payment
will  be  made  in installments through April 2004.  The Company has accrued for
the  litigation  liability  in  the  accompanying  financial  statements.

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
in  favor  of a vendor of the Company's former  subsidiary,  North Texas Circuit
Board,  or  NTCB.  In  addition,  on August 20,  2002 the Company sold NTCB to a
third  party.  Pursuant  to  terms of the share purchase agreement,  this  third
party  assumed  all  liabilities  of  NTCB.  The  Company  plan  to  vigorously
oppose the action. The Company plans to file for vacate the judgment for lack of
personal  service.

On  April  29,  2003,  an  investor  brought  a  suit against the Company in the
Superior  Court  of  the  State  of  California, County of Los Angeles, alleging
breach  of  contract  pursuant  to  a  settlement agreement executed between the
Company  and  the investor dated  November  20,  2002.  The  suit  alleges  that
the  Company  are  delinquent  in its repayment of a $20,000 promissory note, of
which  $5,000 has been repaid to date. The Company plan to vigorously 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.

10.       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  8).

11.     RESTATEMENT

Subsequent  to the issuance of the Company's financial statements for the period
ended  September 30, 2003, the Company determined that a certain transaction and
presentation  in the financial statements had not been accounted properly in the
Company's  financial  statements.  The  Company's 2003 financial statements have
been  restated  to  correct  errors  as  follows:

 (1) The acquisition of the Company by Flex was recorded under straight purchase
method  instead  of  under  the  reverse  acquisition  method.

The Company has restated its financial statements for the period ended September
30,  2003.  The  effect  of  the  correction  of  all  the errors is as follows:


<TABLE>
<CAPTION>
<S>                                                           <C>                     <C>
                                                                AS PREVIOUSLY AS
Period ended September 30, 2003                                     REPORTED             RESTATED
-------------------------------                               ------------------       ---------------
BALANCE SHEET:

          Goodwill                                            $    1,745,840           $      -

TOTAL ASSETS                                                  $    2,174,832           $    427,672

STATEMENT OF SHAREHOLDERS' DEFICIT
          Accumulated deficit:                                $  (20,636,241)          $ (4,573,302)
          Additional paid in capital                          $   20,066,110              2,252,587
          Total stockholders' deficit                         $     (540,615)          $ (2,291,199)

STATEMENT OF OPERATIONS:
         Net revenues                                         $      641,307           $  1,199,680
          Gross profit                                        $      138,111           $    283,436
          Operating expenses                                  $    1,634,005           $  1,823,409
          Operating Loss                                      $    1,495,894           $  1,539,973
          Net loss                                            $    2,931,660           $  2,817,494
          Basic and diluted net loss per share                $        (0.53)          $      (0.30)
</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 $1,199,688 for the three and
nine  months  ended  September 30, 2003 as compared to $760,450 and $813,543 for
the  three  months  and  nine  months  ended September 30, 2002. The decrease in
revenues  for this quarter when compared to the same quarter last year is due to
the  structure  of  some K-12 contracts, which were required by the client to be
invoiced  by September 30, 2002. We received fewer K-12 contracts for the period
ended September 30, 2003 vs. the same period in 2002 due to budget cuts from the
state of California in 2003. We also experienced an increase in higher education
contracts during the period ended September 30, 2003 vs. same period 2002 due to
an  increase  in  target marketing to this sector. Our year to date revenues are
higher than the same period a year ago due to an increase in the total amount of
new  contracts  received. Currently, our cash needs include, but are not limited
to,  legal  and  accounting  services,  and  future  acquisitions

NET  REVENUES
-------------
We  generated  net  revenues  of  $444,736 and $1,199,688 for the three and nine
months  ended  September  30,  2003 as compared to $760,450 and $813,543 for the
three  months and nine months ended September 30, 2002. The decrease in revenues
for  this  quarter  when  compared  to  the same quarter last year is due to the
structure  of  some  K-12  contracts,  which  were  required by the client to be
invoiced  by September 30, 2002. We received fewer K-12 contracts for the period
ended September 30, 2003 vs. the same period in 2002 due to budget cuts from the
state of California in 2003. We also experienced an increase in higher education
contracts during the period ended September 30, 2003 vs. same period 2002 due to
an  increase  in  target marketing to this sector. Our year to date revenues are
higher than the same period a year ago due to an increase in the total amount of
new contracts received. All of our revenue in the current period is from Network
Installation  Corp.  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 $358,131 and $916,244 for the three and nine
month period ended September 30, 2003 as compared to $ $439,631 and $479,617 for
the  three  and  nine month period ended September 30, 2002. Our Cost of Revenue
decreased  for  the  3 months ended September 30, 2003 when compared to the same
period  in  2002, due to a decrease in Revenues for the three month period ended
September  30,  2003.  Our  Cost  Of  Revenue  for  the  nine month period ended
September  30,  2003  increased when compared to the same period in 2002, due to
increased  Revenue  for  the  nine  month  period  ended  September  30,  2003.

GENERAL,  ADMINISTRATIVE  AND  SELLING  EXPENSES
------------------------------------------------
We  incurred  costs  of  $1,332,236  and $1,823,409 for the three and nine month
ended  September  30,  2003  as  compared to $276,371 and $393,643 for the three
month  and  nine  month periods ended September 30, 2002, respectively. General,
Administrative  and  Selling  Expenses in the current period increased primarily
because  we  issued shares of common stock amounting $687,419 as consulting fees
in  the  current  period  as  compared to issuance of common shares amounting to
$121,950  in  the prior period. We issued 675,000 shares for directors' fees and
consulting  fees  in  the  period  ended  September  30,  2002.

Net  loss  before  income  taxes  and  loss  on  discontinued  segments
-----------------------------------------------------------------------
We  had  a  loss before taxes of ($2,520,164) and ($2,816,694) for the three and
nine  month periods ended September 30, 2003, as compared to a profit of $43,788
for  the three month period ended September 30, 2002 and a loss of ($63,405) for
the  nine month period ended September 30, 2002. The increase in net loss before
income  taxes  is  due  to  the  factors  described  above.

Net  loss
---------
We  had  a  loss  of  ($2,520,164) and ($2,817,494) for the three and nine month
periods  ended  September  30,  2003, as compared to a profit of $43,788 for the
three month period ended September 30, 2002 and a loss of ($64,205) for the nine
month  period ended September 30, 2002. The decrease increase in net loss is due
to  the  factors  described  above.

Basic  and  diluted  loss  per  share
-------------------------------------
Our  basic  and  diluted loss per share for the quarter ended September 30, 2003
was  ($0.23)  as compared to net income per share of $0.01 for the quarter ended
September  30,  2002.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------
As  of  September  30,  2003,  our  Current  Assets  were  $419,993  and Current
Liabilities  were  $2,340,871.  Cash  and  cash  equivalents  were  $667.  Our
Stockholder's  Deficit  at  September  30,  2003  was  ($2,291,733).

We had a net usage of cash due to operating activities in September 30, 2003 and
2002 of $460,497 and $86,783 respectively. We had net cash provided by financing
activities of $443,178 and $73,206 for the nine month period ended September 30,
2003 and 2002, respectively. We had $336,150 from borrowings in the period ended
September  30,  2003 as compared to $0 in the corresponding period last year. We
had a net usage of cash due to operating activities for the years ended December
31,  2002  and  2001  of  $43,584  and  ($28,163)  respectively. We had net cash
provided  by  financing  activities of ($34,142) and $50,000 for the years ended
December  31, 2002 and 2001, respectively. We had $0 from borrowings in the year
ended  December  31,  2002 as compared to $50,000 in the corresponding period in
2001.

Our  obligations  include:

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

-  We  defaulted on a note that prohibited certain acquisitions when we acquired
our  subsidiary.  We  are  in  the  process  of making payments with a financing
institution.  The amount outstanding at September 30, 2003, amounted to $39,949.

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

On  February  27,  2003,  our  subsidiary  entered into a factoring and security
agreement  to  sell,  transfer  and assign certain accounts receivable to Orange
Commercial  Credit, or OCC. OCC may at its sole discretion purchase any specific
account.  All  accounts sold are with recourse on seller. All of the property of
our  subsidiary  including  accounts  receivable,  inventories,  equipment  and
promissory  notes  are  collateral  under this agreement. Any assets held at the
Corporate  level are not collateral under this agreement, however as of February
9,  2004,  the amount of assets at the Corporate level is not material. 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, we
factored receivables of approximately $129,929. In connection with the factoring
agreement,  we  included fees of $10,752 in the period ended September 30, 2003.

On  September  17,  2003,  our  subsidiary  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
to  increase  the face amount by $10,000 per month that the Note remains unpaid.
In the year ended December 31, 2001, we issued debentures amounting to $720,000,
carrying  an  interest rate of 6% per annum, due in August 2003. The term of the
debentures  were  subsequently extended to August 2008. Pursuant to the terms of
the  debentures,  interest is payable on the date of conversion. The holders are
entitled  to,  at  any  time or from time to time, convert the conversion amount
into  shares  of our common stock at a conversion price for each share of common
stock  equal  to  the lower of (a) 120% of the losing bid price per share on the
closing  date,  and  (b)  80%  of  the lowest closing bid price per share of our
common  stock  for  the  five  trading  days  immediately  preceding the date of
conversion.  As  of December 31, 2003, the outstanding balance of the debentures
amounted  to  $443,501.

On  April 7, 2003, we issued convertible debentures of $140,000 to eFund Capital
and  Ashford  Capital LLC. The holders of the debentures are entitled to convert
the  face  amount of this debentures, plus accrued interest at the lesser of (i)
75%  of  the  lowest  closing  bid price during the 15 trading days prior to the
conversion date or (ii) 100% of the average of the closing bid prices for the 20
trading  days immediately preceding the closing date. The convertible debentures
shall  pay  6% cumulative interest, in cash or in shares of common stock, at our
option,  at  the time of each conversion. The debentures are payable on April 8,
2008.  The  convertible  debentures  are  convertible  into shares of our common
stock.

On April 7, 2003, we issued debentures amounting to $105,000 to Dutchess Private
Equities  Fund, LP 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 part, any
time.  Pursuant  to the terms of the debentures, interest is payable on the date
of  conversion.  The  holders  are  entitled  to  convert the face amount of the
debenture, plus accrued interest, anytime 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  are
convertible  into  shares  of  our  common  stock.

During  the  period  ended  September 30, 2003, we issued $158,000 debentures to
Dutchess  Private  Equities Fund, LP. 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.
Pursuant  to  the  terms  of  the debentures, interest is payable on the date of
conversion. The holder is entitled to convert the face amount of this debenture,
plus  accrued  interest, anytime, 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 are convertible into
shares  of  our  common  stock.

Convertible  promissory  notes  payable

In  the  year ended December 31, 2001, we 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 of the principal. As of
September  30,  2003,  the  outstanding  value  of  this  note  is  $75,000.

We have signed an Investment Agreement with Preston Capital for $2,500,000 in an
Equity  Line arrangement. The Investment Agreement allows us to "put" to Preston
Capital  at least $10,000, but no more than $100,000. The purchase price for our
common  stock  identified in the Put Notice shall be equal to 95% of the average
of  four lowest posted bid prices of our common stock during the five days after
we deliver the put notice to Preston Capital. We can initiate a new put after we
close  on  the prior put.  We can not drawdown under the Equity Line arrangement
until  we have an effective registration statement.  As of March 22, 2004, we do
not  have  an  effective  registration  statement.

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 in the
Superior  Court  of  the State of California, County of San Francisco, by Martin
Mast  an individual alleging that 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 Aslam Shaw an individual
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 against us. On
November  21, 2003, we reached a settlement with the plaintiffs for $160,000. We
are making payments in installments through April 2004. To date $45,000 has been
paid.  We  had accrued $300,000 in the accompanying financial statements against
any  possible  outcome.

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 in favor of
Insulectro  Corp.  a vendor of our former subsidiary, North Texas Circuit Board,
or  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 BC Electronics Inc.
Pursuant  to  terms  of the share purchase agreement, BC Electronics assumes all
liabilities  of  NTCB.  We plan to vigorously oppose the action and request that
the  judgment  be  vacated  for  lack  of  personal service. Although we are the
guarantor on the loan, NTCB is the principal debtor and (i) we 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 we believe may absolve us
of  liability.

On  April 29, 2003, Arman Moheban an individual brought a suit against us 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 plan to vigorously oppose the
claim.

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  as  previously  filed  in filed as Exhibit 10.1 to the Company's Form
     10-QSB  dated  November  13,  2003  and  incorporated  herein by reference.

10.2 Motorola  Reseller  Agreement  between Motorola, Inc. and the Company dated
     August  18,  2003  as  previously  filed  in  filed  as Exhibit 10.2 to the
     Company's  Form  10-QSB  dated November 13, 2003 and incorporated herein by
     reference.

10.3 Short  Term  Rental  Agreement between Vidcon Solutions Group, Inc. and the
     Company dated February 5, 2003 as previously filed in filed as Exhibit 10.3
     to  the  Company's  Form  10-QSB  dated  November 13, 2003 and incorporated
     herein  by  reference.

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:  March  22,  2004            By:    /s/  Michael  Cummings
                                         --------------------------------
                                         Michael  Cummings
                                         President  &  Chief  Executive  Officer

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