Washington, D.C. 20549

                                  FORM 10-QSB/A
                                   (Mark One)

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

                  For the quarterly period ended March 31, 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 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  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 March 31, 2004, the Issuer had outstanding 12,960,857 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

CONSOLIDATED BALANCE SHEETS                                       1

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS                   2

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS                   3

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS              4-10

<TABLE>
<CAPTION>
                            NETWORK INSTALLATION CORP
                          CONSOLIDATED BALANCE SHEETS
<S>                                                       <C>            <C>
ASSETS
                                                            (Unaudited)       (Audited)
                                                           March 31,     December 31,
                                                                  2004            2003
                                                           ------------  --------------
CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . .  $         -   $         667
Accounts receivable, net of allowance for doubtful
 accounts of $80,000 and $79,309 at March 31, 2004
 and December 31, 2003, respectively. . . . . . . . . . .       80,946         353,119
Work in progress. . . . . . . . . . . . . . . . . . . . .       35,987         200,000
Prepaid expenses. . . . . . . . . . . . . . . . . . . . .      162,500               -
Other current assets. . . . . . . . . . . . . . . . . . .        4,461           2,289
                                                           ------------  --------------

TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . .      283,894         556,075
                                                           ------------  --------------

NET PROPERTY & EQUIPMENT. . . . . . . . . . . . . . . . .        4,648           6,898
                                                           ------------  --------------

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

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . .  $ 1,288,542   $     562,973
                                                           ============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Book Overdraft . . . . . . . . . . . . . . . . . . . . . .  $   17,271   $          -
Accounts payable and accrued expenses . . . . . . . . . .    1,191,384       1,532,893
Deferred revenue. . . . . . . . . . . . . . . . . . . . .       78,869         280,924
Loans payable . . . . . . . . . . . . . . . . . . . . . .      504,780          45,500
Loans payable - related parties . . . . . . . . . . . . .      134,180         163,691
Due to factor . . . . . . . . . . . . . . . . . . . . . .       10,759          14,056
Convertible debt - current. . . . . . . . . . . . . . . .       21,781         517,616
                                                           ------------  --------------

TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . .    1,959,024       2,554,680
                                                           ------------  --------------

LONG TERM LIABILITIES
Loans payable . . . . . . . . . . . . . . . . . . . . . .       25,000          65,000
Loans payable - related parties . . . . . . . . . . . . .            0          35,000
Convertible debt. . . . . . . . . . . . . . . . . . . . .      165,000         165,000
Convertible debt - related parties. . . . . . . . . . . .      753,500         338,000
Debt discount . . . . . . . . . . . . . . . . . . . . . .            -               -
                                                           ------------  --------------

 TOTAL LONG TERM LIABILITIES. . . . . . . . . . . . . . .      943,500         603,000
                                                           ------------  --------------

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . .    2,902,524       3,157,680
                                                           ------------  --------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT)
Common stock, authorized 100,000,000 shares at $.001 par
  value, issued and outstanding 12,960,857 shares . . . .       12,962          12,616
Additional paid-in capital. . . . . . . . . . . . . . . .    4,269,734       2,743,222
Shares to be issued . . . . . . . . . . . . . . . . . . .      116,284         116,295
Accumulated deficit . . . . . . . . . . . . . . . . . . .   (6,012,962)     (5,466,840)
                                                           ------------  --------------

TOTAL SHAREHOLDERS' EQUITY (DEFICIT). . . . . . . . . . .   (1,613,982)     (2,594,707)
                                                           ------------  --------------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY (DEFICIT). . . . . . . . . . . . . . . . . . . .  $ 1,288,542   $     562,973
                                                           ============  ==============
See notes to financial statements
</TABLE>

<TABLE>
<CAPTION>
                            NETWORK INSTALLATION CORP
                      Consolidated Statements of Operations

<S>                              <C>           <C>
                                 March 31,     March 31,
                                        2004       2003
                                 ------------  ---------

NET REVENUE . . . . . . . . . .  $   510,522    $442,463

COST OF REVENUE . . . . . . . .      320,220     186,359
                                 ------------   ---------

  GROSS PROFIT. . . . . . . . .      190,302     256,104


OPERATING EXPENSES. . . . . . .      584,367     265,019
                                 ------------  ---------

Loss from operations. . . . . .     (394,065)     (8,915)


OTHER INCOME (EXPENSES)
Other income (expenses) . . . .         (667)       (247)
Interest expense. . . . . . . .     (151,390)          -
                                 ------------  ---------

TOTAL OTHER INCOME
  (EXPENSES). . . . . . . . . .    (152,057)        (247)
                                 ------------  ---------

LOSS BEFORE INCOME TAXES. . . .     (546,122)     (9,162)
                                 ------------  ---------

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

NET LOSS. . . . . . . . . . . .  $  (546,122)  $  (9,162)
                                 ============  =========

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

WEIGHTED AVERAGE
  NUMBER OF SHARES OUTSTANDING.   12,709,532   7,382,000
                                 ============  =========
See notes to financial statements
</TABLE>

<TABLE>
<CAPTION>
                           NETWORK INSTALLATION CORP.
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<S>                                                 <C>
                                                    Three
                                                    months ended
                                                    March 31, 2004
                                                    ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . .  $      (542,122)
Adjustment to reconcile net loss to net cash
  provided by (used in) operating activities:
   Issuance of stock for consulting
    services . . . . . . . . . . . . . . . . . . .          195,000
   Beneficial conversion feature of debenture. . .          135,125
   Depreciation and amortization . . . . . . . . .            2,250
Increase (decrease) in current assets
  Accounts receivable. . . . . . . . . . . . . . .          272,173
  Work in progress . . . . . . . . . . . . . . . .          164,013
  Prepaid Expenses . . . . . . . . . . . . . . . .         (92,500)
  Deposit and other current assets . . . . . . . .           (2,172)
Decrease in current liabilities:
  Accrued expenses and accounts payable. . . . . .         (250,622)
  Deferred revenue . . . . . . . . . . . . . . . .         (202,055)
                                                    ----------------

NET CASH USED IN OPERATING ACTIVITIES. . . . . . .         (324,910)
                                                    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft . . . . . . . . . . . . . . . . . .           17,271
Proceeds (payments) from factor. . . . . . . . . .           (3,297)
Proceeds from borrowings . . . . . . . . . . . . .          426,989
Repayment of long term debt. . . . . . . . . . . .         (116,720)
                                                    ----------------

NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . .          324,243
                                                    ----------------

NET INCREASE (DECREASE) IN CASH. . . . . . . . . .             (667)

CASH AT BEGINNING OF PERIOD. . . . . . . . . . . .              667
                                                    ----------------

CASH AT END OF PERIOD. . . . . . . . . . . . . . .  $             -
                                                    ================
See notes to financial statements
</TABLE>


                   NETWORK INSTALLATION CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 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  periods  ended March 31, 2004 are not necessarily indicative of the
results  that  may  be  expected  for  the  year  ended  December  31,  2004.

The  statement  of cash flows  for the three months ended March 31, 2003 are not
presented,  as  they  are  still  being  completed.

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 three months ended March 31, 2004, and the
results  of  DMSI  from the date of acquisition, March 1, 2004 through March 31,
2004.  The  historical results for the three months ended March 31, 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 $78,869 and $280,924 at March 31, 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  March  31,  2004  and  2003.

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

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

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
$6,012,962,  is  generating  losses  from operations, and has a negative working
capital.  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>         <C>
                     March 31,   December 31,
                           2004           2003
                     ----------  -------------
Accounts payable. .  $  359,932  $     655,334
Payroll tax payable     155,805        122,749
Litigation accrual.     409,459        430,000
Accrued expenses. .     266,188        324,810
                     ----------  -------------

                     $1,191,384  $   1,532,893
                     ==========  =============
</TABLE>


Payroll tax liabilities amounting to $92,890 pertains to the calendar years from
1999 to 2001. The Company has agreed to pay the payroll tax liability in monthly
installments  of  $6,500 beginning March 15, 2003 until entire amount is paid in
full.  No  payment  was  made  during  the  three  months  ended March 31, 2004.

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 March
31,  2004  is  $459,280.

The Company has an unsecured, non-interest bearing note for $25,000 due November
2005.  The  Company  also  has  a  $45,500  loan  payable  by  March  31,  2005.

6.  RELATED  PARTY  TRANSACTIONS

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

The  Company  has  an unsecured, non-interest bearing notes for $87,691 due June
15,  2004,  due  to an officer.  An additional $46,489 was contracted during the
three month ended March 31, 2004.  This additional advance is non-interest
bearing and  due  July  30,  2004.

During  the  three months ended March 31, 2004, the Company repaid a $76,000 due
to  the  majority  shareholder  under  a  factoring  agreement.

The  Company also issued convertible debentures to the majority shareholder (see
note  10).

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 March 31,
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.  DUE  TO  FACTOR

On  February  27,  2003,  NIC 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 of NIC
including  accounts  receivable, inventories, equipment and promissory notes are
collateral under this agreement. OCC will advance 80% of the face amount of each
account.  The  difference  between the face amount of each purchased account and
advance  on  the  purchased  account shall be reserve and will be released after
deductions  of  discount  and  charge backs on the 15th and the last day of each
month.  OCC  charges  1% of gross face value of purchased receivable for finance
charge  and  1%  for  administrative  fees  with  minimum charge of $750 on each
settlement  date.  Due to factor amounted to $10,759 and $14,056 as of March 31,
2004  and  December  31,  2003,  respectively.

The  balance  of  factored accounts receivable amounted to $0 and $205,929 as of
March  31,  2004  and  December  31,  2003,  respectively

10.  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 March 31, 2004, the Company issued common stock as
follows:

130,549  shares  of  common  stock  valued  at  $500,000  were  issued  for  the
acquisition  of  its  subsidiary,  Del  Mar  Systems  International,  Inc.

The  Company issued 8,000 shares of common stock to a shareholder for conversion
of  a  Promissory  Note  amounting  to  $40,000.

The  Company issued 138,106 shares of common stock for conversion of  debentures
and  related  accrued interest in the amount of to $529,822. The Company  issued
11,462  share  of  common  stock  for assumption of liabilities in the amount of
$32,552  by  a  related  party,  a  major  shareholder  of  the  Company.

The  Company  issued  50,000  shares of common stock to a consultant for service
rendered  valued  at  $195,000.

The  Company issued 6,410 shares of common stock for a consideration of $24,358.

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

During  the  period ended March 31, 2004, the Company issued $415,500 debentures
to  a  major shareholder of the Company. These debentures carry an interest rate
of  6% per annum, due in December 2008 and February and March of 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 March
31,  2004  has  been  recorded in the amount of $96,375.  On March 31, 2004, the
Company  contracted  an  additional $155,000 convertible debentures with a major
shareholder  of  the  Company,  which  debentures were not funded until April 1,
2004.  The  beneficial  conversation  feature has been recorded in the amount of
$38,750  during  the  three  months  ended  March  31,  2004.

11.  BASIC  AND  DILUTED  NET  LOSS  PER  SHARE

Basic  and diluted net loss per share for the three-month period ended March 31,
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 $2,084 and $0 during the three months ended March
31,  2004  and  2003,  respectively.  The Company paid income taxes of $0 and $0
during  the  three  months  ended  March  31,  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 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 March 31, 2004, 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

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

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

The  discussion  and  financial  statements  contained  herein are for the three
months  ended March 31, 2004 and March 31, 2003. The following discussion should
be  read  in  conjunction  with  our  financial statements and the notes thereto
included  herewith.

THREE MONTHS PERIOD ENDED MARCH 31, 2004 AS COMPARED TO THREE MONTHS ENDED MARCH
31,  2003

RESULTS  OF  OPERATIONS
-----------------------
We  generated consolidated revenues of $510,522 for the three month period ended
March  31,  2004, as compared to $442,463 for the three month period ended March
31,  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.

NET  REVENUES
-------------
We generated net revenues of $190,302 for the three month period ended March 31,
2004,  as  compared to $256,104 for the three month period ended March 31, 2003.
The  decrease in net revenues for this quarter when compared to the same quarter
last  year  is  due to an increase in our Cost Of Revenue and the acquisition of
NIC.

COST  OF  REVENUE
-----------------
We  incurred  Cost of Revenue of $320,220 for the three month period ended March
31,  2004,  as  compared  to $186,359 for the three month period ended March 31,
2003.  Our  Cost  of  Revenue increase is due to an increase in the expansion of
locations  from the prior quarter which were expensed in the period ending March
31,  2004.

GENERAL,  ADMINISTRATIVE  AND  SELLING  EXPENSES
------------------------------------------------
We incurred costs of $584,367 for the three month period ended March 31, 2004 as
compared  to  $265,019  for  the  three  month  period  ended  March  31,  2003,
respectively. General, Administrative and Selling Expenses in the current period
increased  is  due  to  the  increase  in  professional  and consulting fees and
headcount including branch sales managers, VP Marketing & Sales and direct sales
force.

NET  LOSS  BEFORE  INCOME  TAXES
--------------------------------
We  had a loss before taxes of ($546,122) for the three month period ended March
31,  2004  as  compared  to  a loss of ($9,162) for the three month period ended
March  31,  2003.  The increase is due to and increase in our expenses including
marketing  expenses,  travel  and  headcount including branch sales managers, VP
Marketing  &  Sales  and  direct  sales  force.

NET  LOSS
---------
We  had  a loss of ($546,122) for the three month period ended March 31, 2004 as
compared  to a loss of ($9,162) for the three month period ended March 31, 2003.
The  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 three month period ended March 31,
2004  was  ($0.04)  as  compared to ($0.00) for the period ended March 31, 2003.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------
As  of  March 31, 2004, our Current Assets were $283,894 and Current Liabilities
were $1,959,024. Cash and cash equivalents were $0. Our Stockholder's Deficit at
March  31,  2004  was  ($1,613,982).

We  had  a  net  usage  of  cash due to operating activities for the three month
period ended March 31, 2004 of $(324,910). We had net cash provided by financing
activities  of  324,243  for the three month period ended March 31, 2004. We had
$426,989  from  borrowings  in  the  period  ended  March  31,  2004.

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

On  February  27, 2004, we issued convertible debentures of $260,000 to Dutchess
Private Equities Fund, 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
(certificate  of  designation says at the holder's option, and defined holder as
Dutchess)option,  at  the time of each conversion. The debentures are payable on
February  27, 2009 The convertible debentures are convertible into shares of our
common  stock.

On  March  1,  2004,  we  issued  convertible debentures of $155,500 to Dutchess
Private Equities Fund, 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. The debentures are payable on March 1,
2008.  The  convertible  debentures  are  convertible  into shares of our common
stock.

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.

On  March  31,  2004,  we  issued convertible debentures of $155,000 to Dutchess
Private Equities Fund, 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. The debentures are payable on March 1,
2008.  The  convertible  debentures  are  convertible  into shares of our common
stock.

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

Subsidiaries

As of March 31, 2004, we had two wholly-owned subsidiaries, Network Installation
Corp.  and  Del  Mar  Systems  International,  Inc.

ITEM  3.  CONTROLS  AND  PROCEDURES

We  have  established disclosure controls and procedures to ensure that material
information  relating  to  us,  including our subsidiaries, is made known to the
officers  who  certify  our  financial  reports  and  to other members of senior
management  and  the  Board  of  Directors.

Evaluation  of  disclosure  controls  and  procedures.  Our management, with the
participation  of  our  chief  executive  officer  and  interim  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 interim 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

In  the  year  ended  December  31,  2002, a suit was brought against us and our
former  management  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 Martin Mast
for $160,000. We are making payments in installments through April 2004. Through
April  1,  2004  $130,000  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 and our former
management  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. 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, 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.  In February 2004, the plaintiff re-filed the complaint. Although
we  will continue to oppose the action we have begun settlement discussions with
the  plaintiff.

On April 29, 2003, Arman Moheban an individual 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.
Although  we  plan  to  vigorously oppose the claim, we plan to begin settlement
discussion  with  the  plaintiff.

ITEM  2.  CHANGES  IN  SECURITIES

(c)  Recent  Sales  of  Unregistered  Securities

On  January  5,  2004  we  issued 11,462 share of common stock for assumption of
liabilities  in the amount of $32,552 by Dutchess Private Equities Fund, LP, one
of  our  major  shareholders.

On  February  25,  2004, we issued 50,000 shares of common stock to a consultant
for  service  rendered  valued  at  $195,000.

On  February  27, 2004, we issued convertible debentures of $260,000 to Dutchess
Private Equities Fund, 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
(certificate  of  designation says at the holder's option, and defined holder as
Dutchess)  option, at the time of each conversion. The debentures are payable on
February 27, 2009. The convertible debentures are convertible into shares of our
common  stock.

On  March  1,  2004,  we  issued  convertible debentures of $155,500 to Dutchess
Private Equities Fund, 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. The debentures are payable on March 1,
2008.  The  convertible  debentures  are  convertible  into shares of our common
stock.

On  March  3,  2004,  we  issued  the  following shares of common stock to those
individuals  listed  below  for  conversion  of  debentures  and related accrued
interest  in  the  amount  of  to  $529,822.

Andrew  Smith                                  3,606
Global  Coast  Insurance  Premium,  Inc.       3,606
Wexford  Clearing  FBO  Charles  Mangione     27,404
Wexford  Clearing  FBO  Craig  Wexler          5,769
David  Wykoff                                 51,923
Wexford  Clearing  FBO  Laurence  Wexler       8,654
Carl  Hoehner                                  2,884
Richard  Blue                                  2,884
Seymour  Niesen                                1,378
Jon  Cummings                                  1,859
Mike  Dahlquist                                2,884
Richard  Kim  Dredge                           1,859
John  Bolliger                                 2,884
Kenneth  Rogers                                5,769
Denise  &  Vernon  Koto                        5,769
Ralph  Glaseal                                 5,769
Massis  Davidian                               3,205

On  March 9, 2004, we issued 6,410 shares of common stock for a consideration of
$24,358  to  Daniel  Grillo.

On  March  19, 2004, we issued 130,549 shares of common stock valued at $500,000
as  part  of  the  acquisition  of  Del  Mar  Systems  International,  Inc.

On  March  25,  2004  we  issued 8,000 shares of common stock to John Wykoff for
conversion  of  a  Promissory  Note  amounting  to  $40,000.

On  March  31,  2004,  we  contracted the issuance for convertible debentures of
$155,000  to  Dutchess  Private Equities Fund, 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. The
debentures  are  payable  on  March  1,  2008.  The  convertible  debentures are
convertible  into  shares  of  our common stock.   The debentures were funded on
April  1,  2004.

The  securities  issued  in  the foregoing transactions were offered and sold in
reliance  upon  exemptions  from  the  Securities Act of 1933 ("Securities Act")
registration  requirements set forth in Sections 3(b) and 4(2) of the Securities
Act,  and any regulations promulgated thereunder, relating to sales by an issuer
not  involving  any  public  offering.  No  underwriters  were  involved  in the
foregoing  sales  of  securities.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

NOT  APPLICABLE.

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

NOT  APPLICABLE.

ITEM  5.  OTHER  INFORMATION.

In  addition  to  our  acquisition  of Del Mar Systems, during the period ending
March 31, 2004, we opened additional sales and service locations in Los Angeles,
CA  and  Las  Vegas,  NV. The leases for both locations are renewable monthly at
approximately  $1,500  per  month.  During  this  period  we  also hired a VP of
Marketing  &  Sales  responsible  for  increasing  and managing our direct sales
force.

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 Company's Registration
Statement  on  Form  10SB  filed  on  March 5th, 1999 and incorporated herein by
reference.

3.2 Certificate of Amendment to Article of Incorporation filed as Exhibit 3.3 to
the  Company's  Form  10-KSB  on  April  15,  2003  and  incorporated  herein by
reference.

3.3 By-laws filed as Exhibit 3.2 to the Company's Registration Statement on Form
10SB  on  March  5th,  1999  and  incorporated  herein  by  reference.

3.4  Certificate  of  Amendment to the Certificate of Incorporation of Flexxtech
Corporation filed as Exhibit 4.1 to the Company's Form 10-QSB dated November 13,
2003  and  incorporated  herein  by  reference.

4.1  Convertible  Debenture  Exchange  Agreement/Conversion of Notes between the
Company  and  Dutchess  Private Equities Fund dated February 27, 2004; Debenture
Exchange  Agreement/Note  Conversion  between  the  Company  and  the  Holder;
Certificate  of  Designation  between  the Company and Dutchess Private Equities
Fund; Notice of Conversion. (previously filed as Exhibit 4.1 to the Registrant's
Form  10-QSB  filed  on  May  24,  2004  and  incorporated herein by reference).

4.2  Form  of  Debenture  between the Company and Dutchess Private Equities Fund
dated  March  1, 2004; Notice of Conversion. (previously filed as Exhibit 4.2 to
the  Registrant's  Form 10-QSB  filed on May 24, 2004 and incorporated herein by
reference).

4.3  Form  of  Debenture  between the Company and Dutchess Private Equities Fund
dated  March 31, 2004; Notice of Conversion. (previously filed as Exhibit 4.3 to
the  Registrant's  Form 10-QSB  filed on May 24, 2004 and incorporated herein by
reference).

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

10.2  Reseller  Agreement  between Vivato, Inc. and the Company dated August 14,
2002  filed as Exhibit 10.1 to the Company's Form 10-QSB dated November 13, 2003
and  incorporated  herein  by  reference.

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

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

10.5 Restructuring and Release Agreement Dutchess Advisors LLC, Dutchess Capital
Management  LLC,  Michael  Novielli,  Western  Cottonwood  Corporation, Atlantis
Partners,  Inc.,  John Freeland, Greg Mardock, VLK Capital Corp. and the Company
dated  April  9,  2003  filed as Exhibit 10.2 to the Company's Form 8-K filed on
April  23,  2003  and  incorporated  herein  by  reference.

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

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

31.1  Section  302  Certification  of  the  Chief  Executive  Officer.

31.2  Section  302  Certification  of  the  Interim  Chief  Financial  Officer.

32.1  Section  906  Certification  of  the  Chief  Executive  Officer.

32.2  Section  906  Certification  of  the  Interim  Chief  Financial  Officer.

(b)  Reports  Filed  on  Form  8-K

On  March 19, 2004, the registrant filed an 8-K/A pursuant to the acquisition of
Network  Installation  Corporation  that  contained financial statements and pro
forma  financial  information.

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

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

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

                                    SIGNATURE

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

                        NETWORK INSTALLATION CORPORATION
                                  (Registrant)



Date:  July  12,  2004            By:    /s/  Michael  Cummings
                                         --------------------------------
                                         Michael  Cummings
                                         President  &  Chief  Executive  Officer

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