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

                                   FORM 10-QSB

                                    (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, 2006

                                       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)


  5625  South Arville Street, Suite E Las Vegas Nevada            89118
----------------------------------------------              ------------------
(Address  of  principal  executive  offices)                   (Zip  Code)

                                 (702) 889-8777
                                 --------------
                 (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:
Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).  YES  [  ]  NO  [X]
As  of  March  30,  2006 there were 31,562,766 shares of common stock issued and
outstanding,  $0.001  par  value.
TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT  (CHECK  ONE)  YES  [ ] NO [X]

<PAGE>

<TABLE>
              NETWORK INSTALLATION CORP. AND SUBSIDIARIES
                           TABLE OF CONTENTS
<CAPTION>
<S>                                                                           <C>
                                                                              Page
------------------------------------------------------------------------      ----
Part I - Financial Information                                                   2
------------------------------------------------------------------------

  Item 1 - Financial Statements.                                                 2
------------------------------------------------------------------------
    Consolidated Balance Sheets as of March 31, 2006 (Unaudited)
      and December 31, 2005                                                      2
------------------------------------------------------------------------
    Unaudited Consolidated Statements of Operations for the Three Months
      Ended March 31, 2006 and March 31, 2005                                    3
------------------------------------------------------------------------
    Unaudited Consolidated Statements of Cash Flows for the Three Months
         Ended March 31, 2006 and March 31, 2005                                 4
------------------------------------------------------------------------
    Unaudited Consolidated Stockholders' Equity (Deficit)
      as of March 31, 2006                                                       5
------------------------------------------------------------------------
    Report on Review by Independent Public Accountant                            6
------------------------------------------------------------------------
    Notes to Consolidated Financial Statements                                   7
------------------------------------------------------------------------
  Item 2 - Management's Discussion and Analysis or Plan of Operation.           12
------------------------------------------------------------------------
  Item 3 - Controls and Procedures.                                             14
------------------------------------------------------------------------

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

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

                                       1

<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.

<TABLE>
                         NETWORK INSTALLATION CORP. INC
                          Consolidated Balance Sheets
<CAPTION>
<S>                                                           <C>           <C>

                                                              March 31,     December 31,
                                                                  2006            2005
                                                               (Unaudited)
                                                              ------------  ------------
ASSETS:
CURRENT ASSETS:
   Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . $  1,232,706   $   438,467
   Accounts Receivable, net of allowance
      for doubtful accounts of $415,733 ($356,811 at 2005).     2,507,441     1,499,704
   Inventories . . . . . . . . . . . . . . . . . . . . . . .    1,579,289     3,020,113
   Costs in Excess of Billings . . . . . . . . . . . . . . .      623,541       232,778
   Prepaid Expenses and other current assets . . . . . . . .      106,815       133,810

                                                             -------------  ------------
      Total Current Assets . . . . . . . . . . . . . . . . .    6,049,792     5,324,872
                                                             -------------  ------------

 Fixed assets, net of accumulated depreciation
  of $486,563 ($504,853 at 2005) . . . . . . . . . . . . . .      305,635       383,728


OTHER ASSETS:
   Goodwill. . . . . . . . . . . . . . . . . . . . . . . . .    7,344,216     7,344,216
   Patents . . . . . . . . . . . . . . . . . . . . . . . . .        2,500         2,500
   Advances. . . . . . . . . . . . . . . . . . . . . . . . .      300,935       195,393
   Security Deposits . . . . . . . . . . . . . . . . . . . .        2,630        20,691
                                                             -------------  ------------
      Total Other Assets . . . . . . . . . . . . . . . . . .    7,650,281     7,562,800
                                                             -------------  ------------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . $ 14,005,708   $13,271,400
                                                             =============  ============


LIABILITIES & STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES
    Bank Line of Credit. . . . . . . . . . . . . . . . . . . $    586,757   $   432,562
    Accounts Payable . . . . . . . . . . . . . . . . . . . .    3,723,560     3,420,923
    Billings in Excess of Costs. . . . . . . . . . . . . . .    1,046,053     1,443,588
    Payroll Taxes Payable. . . . . . . . . . . . . . . . . .      348,576       371,213
    Current Portion of Notes Payable.  . . . . . . . . . . .      146,628       336,115
    Current Portion of Related Party Notes Payable . . . . .      196,341       261,802
    Current Portion of Convertible Debenture . . . . . . . .      331,333       316,333
    Current Portion of Related Party Convertible Debentures       497,000       474,500
    Related Party Factor Payable . . . . . . . . . . . . . .    1,288,600             -
                                                             -------------  ------------
        Total current liabilities. . . . . . . . . . . . . .    8,164,848     7,057,036
                                                             -------------  ------------

LONG-TERM DEBT
   Notes Payable . . . . . . . . . . . . . . . . . . . . . .      962,569     1,262,979
   Related Party Notes Payable                                    102,665        95,497
   Related Party Convertible Debentures, net of Debt Discount   4,022,686     3,291,265
                                                             -------------  ------------
        Total long-term debt . . . . . . . . . . . . . . . .    5,087,920     4,649,741
                                                             -------------  ------------

STOCKHOLDERS' EQUITY:
Common Stock, $.001 par value; 100,000,000 shares authorized
    31,562,766 and 49,534,721 shares issued and outstanding
    in 2006 and 2005, respectively . . . . . . . . . . . . .       31,563        49,535
Additional paid-in Capital . . . . . . . . . . . . . . . . .   27,077,301    26,586,266
Shares to be Returned. . . . . . . . . . . . . . . . . . . .      ( 2,880)      (18,568)
Shares to be Issued. . . . . . . . . . . . . . . . . . . . .      116,358       116,358
Warrants. . . . . . . . . . . . . . . . . . . . .                  28,796             0
Accumulated Deficit. . . . . . . . . . . . . . . . . . . . .  (26,498,198)  (25,168,968)
                                                             -------------  ------------
      Total stockholders' equity         . . . . . . . . . .      752,940     1,564,623
                                                             -------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.  . . . . . . . . $ 14,005,708   $13,271,400
                                                             =============  ============
</TABLE>

                                       2
<PAGE>

<TABLE>
                               NETWORK INSTALLATION CORP., INC.
                            Consolidated Statements of Operations
                                          (Unaudited)
<CAPTION>
<S>                                      <C>             <C>
                                               Three Months Ended
                                                    March, 31
                                         ----------------------------
                                               2006          2005
                                         --------------  ------------

REVENUE:
   Sales. . . . . . . . . . . . . . . .   $  6,806,146   $   750,716
   Cost of Goods Sold . . . . . . . . .      5,799,302       424,078
                                         --------------  ------------
GROSS PROFIT  . . . . . . . . . . . . .      1,006,844       326,638
                                         --------------  ------------
OPERATING EXPENSES:
   Investor relations . . . . . . . . .        115,510       347,318
   Non cash officer compensation. . . .              -     6,575,426
   Salaries . . . . . . . . . . . . . .        550,051       210,255
   Other operating expenses . . . . . .      1,008,380       249,204
                                         --------------  ------------
     Total Operating Expenses . . . . .      1,673,941     7,382,203
                                         --------------  ------------

LOSS FROM OPERATIONS. . . . . . . . . .       (667,097)   (7,055,565)
                                         --------------  ------------
OTHER EXPENSES:
   Interest Expense . . . . . . . . . .       (557,786)     (172,177)
   Loss on Sale of Assets/Inventory . .       (104,347)            -
                                         --------------  ------------
      Total OtherExpenses . . . . . . .       (662,133)     (172,177)
                                         --------------  ------------


NET LOSS. . . . . . . . . . . . . . . .  $  (1,329,230)  $(7,227,742)
                                         ==============  ============

BASIC AND DILUTED LOSS PER COMMON SHARE  $       (0.03)  $     (0.31)
                                         ==============  ============

WEIGHTED AVERAGE SHARES OUTSTANDING         49,310,525    23,315,297
                                         ==============  ============
<FN>
See Accountants Review Report
</TABLE>
                                       3
<PAGE>

<TABLE>
                             Network Installation Corp.
                       Consolidated Statement of Cash Flows
                                     (Unaudited)
<CAPTION>
<S>                                                    <C>          <C>
                                                           Three-Months Ended
                                                                March 31,
                                                       --------------------------
                                                           2006           2005
                                                       ------------  ------------

CASH FLOWS USED IN OPERATING ACTIVITIES:

   Net Loss   . . . . . . . . . . . . . . . . . . . .  $(1,329,230) $(7,227,742)
   Stock issued for services and debt reduction . . .            -    6,487,772
   Beneficial conversion feature expense. . . . . . .      234,090     (170,250)
   Stock rescinded. . . . . . . . . . . . . . . . . .            -     (530,590)
   Stock warrants issued for debt inducement. . . . .            -      109,342
   Stock issued for acquisition . . . . . . . . . . .            -      200,000
   Bad debt expense . . . . . . . . . . . . . . . . .       22,766            -
   Amortization of debt discount. . . . . . . . . . .      126,218            -
   Conversion of debt . . . . . . . . . . . . . . . .       98,080            -
   Depreciation . . . . . . . . . . . . . . . . . . .       39,903       33,648
   Cost of assets, inventory sold                          133,209            -
   Adjustments to reconcile net loss to net cash used
      by operating activities
   Changes in operating assets and liabilities
      (Increase) in accounts receivable. . . . . . . .  (1,030,503)         (97)
      Decrease in inventories. . . . . . . . . . . . .   1,440,824            -
      (Increase) in costs in excess of billings. . . .    (390,763)           -
      (Increase) Decrease in other current assets  . .      26,995      561,437
      Decrease in other assets . . . . . . . . . . . .      18,060            -
      Increase in accounts payable . . . . . . . . . .     302,637      276,063
      (Decrease) in billings in excess of costs. . . .    (397,535)           -
      (Decrease) in payroll taxes payable. . . . . . .     (22,637)           -
                                                       ------------  ------------

NET CASH USED IN OPERATING ACTIVITIES . . . . . . . .     (727,886)    (260,417)
                                                       ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Inventory. . . . . . . . . . . . . . .            -      (44,786)
   Purchase of Goodwill . . . . . . . . . . . . . . .            -     (594,738)
   Increase in advances. . . . .     (105,542)           -
   Purchase of property and equipment . . . . . . . .      (16,938)     (67,223)
                                                       ------------  ------------

NET CASH FLOWS USED IN INVESTING ACTIVITIES . . . . .     (122,480)    (706,747)
                                                       ------------  ------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
    Payments made on notes payable - related party. .      (58,293)     (15,000)
    Proceeds from related party factor payable. . . .    3,060,000            -
    Proceeds from notes payable . . . . . . . . . . .      154,195      288,566
    Proceeds from long-term borrowing . . . . . . . .      750,000      200,029
    Payments to factor. . . . . . . . . . . . . . . .   (1,771,400)           -
    Payments on notes payable . . . . . . . . . . . .     (489,897)      (1,181)
                                                       ------------  ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . .   1,644,605      472,414
                                                       ------------  ------------

NET INCREASE IN CASH & CASH EQUIVALENTS . . . . . . .      794,239      211,997

BEGINNING CASH & CASH EQUIVALENTS . . . . . . . . . .      438,467        1,732
                                                       ------------  ------------

ENDING CASH & CASH EQUIVALENTS. . . . . . . . . . . .  $ 1,232,706   $  213,729
                                                       ============  ============

SUPPLEMENTAL DISCLOSUE OF CASH FLOW INFORMATION
     Cash paid for interest . . . . . . . . . . . . .  $   136,184   $       605
                                                       ============  ============
     Cash paid for Income Taxes . . . . . . . . . . .  $         -   $         -
                                                       ============  ============

NON-CASH TRANSACTIONS
   Stocks issued for Services & Debt reduction. . . .  $    98,080   $ 6,487,772
   ============  ============
   Stocks issued for Debt Inducement. . . . . . . . .  $    44,479   $   109,342
   ============  ============
   Stocks rescinded or conversion feature expense . .  $   234,090   $  (700,840)
                                                       ============  ============
<FN>
See Accountants Review Report
</TABLE>

                                       4
<PAGE>

<TABLE>
                                                Network Installation Corp.
                                       Consolidated Stockholders' Equity (Deficit)
                                                    March 31, 2006
                                                     (Unaudited)
<CAPTION>
<S>                                       <C>                   <C>          <C>         <C>       <C>       <C>            <C>
                                                                Additional   Shares             Shares
                                                                 Paid-In     To Be               To Be    Accumulated
                                              Common Stock       Capital     Issued   Warrants  Returned    Deficit      Total
                                          ------------------ ----------- ---------- --------- --------- ------------ ------------
                                          # of Shares Amount
                                          ---------- -------
Balance - December 31, 2004 . . . . . . . 23,483,873 23,484    7,617,181    116,249         -         -  (9,634,545) ( 1,877,631)
                                          ------------------ ----------- ---------- --------- --------- ------------ ------------
Warrant Issuance, Finance Inducement               -      -      387,184          -         -         -           -       387,184
Warrant Issuance, Executive Compensation           -      -    6,476,085          -         -         -           -     6,476,085
Issuance of Stock for Services. . . . . .    560,000    560      372,528          -         -         -           -       373,088
Issuance of Stock for Cash. . . . . . . .  1,460,692  1,461      941,990          -         -         -           -       943,451
Issuance of Stock, COM Acquisition. .              -      -      199,891        109         -         -           -       200,000
Issuance of Stock, Kelley Acquisition.    14,016,577 14,016   10,218,085          -         -         -           -    10,232,101
Issuance of Stock, Spectrum Acquisition.  18,567,639 18,568            -          -         -   (18,568)          -             -
Debt Discount, Convertible Debt Issuances          -      -      213,358          -         -         -           -       213,358
Conversion of Debenture                       18,939     19       64,981          -         -         -           -        65,000
Beneficial conversion feature expense . .          -      -      617,000          -         -         -           -       617,000
Rescinding of Stock, CEO                  (7,887,482)(7,887)       7,887          -         -         -           -             -
Rescinding of Stock, Majority Investor      (685,517)  (686)    (529,904)         -         -         -           -      (530,590)
Net Loss          . . . . . . . . . . . . .        -      -            -          -         -         - (15,534,423)  (15,534,423)
                                          ------------------ ----------- ---------- --------- --------- ------------ ------------
Balance - December 31, 2005 . . . . . . . 49,534,721 $49,535  $26,586,266  $ 116,358   $    - $ (18,568)$(25,168,968)  $1,564,623

Warrant Issuance, Finance Inducement               -      -       44,749          -         -         -             -      44,749
Issuance of Stock, Del Mar Acquisition. .    300,000    300      139,500          -         -         -             -     139,800
Stock exchanged for warrants                       -      -      (25,916)         -    28,796    (2,880)            -           -
Conversion of Debenture                      295,684    296       98,612          -         -         -             -      98,908
Beneficial conversion feature expense . .          -      -      234,090          -         -         -             -     234,090
Rescinding of Stock, Spectrum Acquisition(18,567,639)(18,568)          -          -         -    18,568            -            -
Net Loss          . . . . . . . . . . . .          -      -            -          -         -         -    (1,329,230) (1,329,230)
                                          ------------------ ----------- ---------- --------- --------- ------------ ------------
Balance - March 31, 2006    . . . . . . . 31,562,766 $31,563  $27,077,301  $ 116,358$  28,796  $(2,880) $(26,498,198)$    752,940
                                          ================== =========== ========== ========= ========= ============ ==============
<FN>
See Accountants Review Report
</TABLE>


                                        5
<PAGE>

JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
9175 E Kenyon Avenue
Denver, CO 80237
303-796-0099

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Network Installation Corporation and Subsidiaries
Las Vegas, Nevada

We  have  reviewed  the  accompanying  consolidated  balance  sheet  of  Network
Installation  Corporation and Subsidiaries as of March 31, 2006, and the related
consolidated  statement  of  operations and consolidated statement of cash flows
for  the three month period ended March 31, 2006. These financial statements are
the  responsibility  of  the  company's  management.

We  conducted  our review in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  A  review  of interim financial
information  consists  principally  of applying analytical procedures and making
inquiries  of  persons  responsible  for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of  the Public Company Accounting Oversight Board (United States), the objective
of  which  is  the  expression  of an opinion regarding the financial statements
taken  as  a  whole.  Accordingly,  we  do  not  express  such  an  opinion.

Based  on our review, we are not aware of any material modifications that should
be  made  to the accompanying interim financial statements referred to above for
them  to  be  in conformity with accounting principles generally accepted in the
United  States  of  America.  The  accompanying  financial  statements have been
prepared  assuming  that  the  Company  will  continue  as  a  going concern. As
discussed  in  Note  3, conditions exist which raise substantial doubt about the
Company's  ability  to  continue as a going concern. The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.



/s/ Jaspers + Hall, PC
May 12, 2006
                                        6
<PAGE>

                    NETWORK  INSTALLATION  CORPORATION,  INC.
                 Notes  to  Consolidated  Financial  Statements
                                 March 31,  2006
                                   (Unaudited)


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

1.  DESCRIPTION  OF  BUSINESS

OVERVIEW

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

The accompanying unaudited consolidated financial statements of the Company have
been  prepared  without  audit,  pursuant  to  the  rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally  included  in  financial  statements  prepared  in accordance with U.S.
generally accepted accounting principles have been condensed or omitted pursuant
to  such  rules  and regulations. In the opinion of management, the accompanying
consolidated  financial statements reflect all adjustments of a normal recurring
nature  considered necessary to present fairly the Company's financial position,
results  of operations and cash flows for such periods. The accompanying interim
consolidated  financial  statements  should  be  read  in  conjunction  with the
consolidated  financial  statements  and  the  notes  thereto  included  in  the
Company's  Annual  Report  on  Form 10-KSB for the year ended December 31, 2005.
Results  of  operations  for  interim  periods are not necessarily indicative of
results  that  may  be expected for any other interim periods or the full fiscal
year.

The  preparation  of  financial  statements  in  conformity  with U.S. generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.


The  Company  specializes  in  the  design,  development  and  integration  of
communication  technology  and  system  networks  for  the  gaming,  resort  and
hospitality  markets  and  has  developed  a  patent-pending,  proprietary,
next-generation  race  &  sports book platform designed for the gaming industry.

The Company's wholly-owned subsidiary, Kelley Communication Company, Inc. (d/b/a
Kelley  Technologies)  ("Kelley"),  is  a  single  source  technology  company
specializing  in  providing design/build solutions for casino/resort hotel owner
requirements.  Kelley  Technologies designs and manages projects, and builds and
deploys  communication technology for large entertainment technology and systems
networks. Kelley's systems networks include: data, telecommunications, audio and
video  components,  casino  surveillance,  security  and access control systems,
entertainment  audio  and  video, special effects and multi-million dollar video
conference  systems.  Kelley  does work primarily in the Las Vegas area, but has
also  done  projects  in  New  Jersey,  Oklahoma,  Colorado, California, and the
Caribbean.  The  Company  has  distinguished  itself from its peers by employing
experienced and educated design personnel and by providing high quality products
and  service  to  the  gaming  industry.

ACQUISITION  OF KELLEY COMMUNICATION COMPANY, INC. (d/b/a  Kelley Technologies)
--------------------------------------------------

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

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

Cash                               $     177,495
Accounts  receivable                   1,234,668
Inventory                                965,927
Costs  in  excess  of  billings          488,370
Other  assets                              5,599
Fixed  assets                            713,220
Accumulated  depreciation               (407,534)
Goodwill                              11,144,216
Accounts  payable                       (879,995)
Notes  payable                        (2,297,227)
Billings  in  excess  of  earnings      (912,638)
                                   -------------
Total                              $  10,232,101
                                   =============

The  following  pro  forma  information  is  presented as though the Company had
completed  the acquisition of Kelley as of the beginning of the year, on January
1,  2005.  Revenues  represent  total revenues and net loss represents total net
loss  of  the  Company  for  the three months ended March 31, 2005 if Kelley had
been  acquired  as  of  January  1,  2005.

                                       7
<PAGE>

                              Three  Months  Ended
                                March  31,  2005
                               -------------------
Net  Revenues                  $       3,477,700
Net  loss                      $      (6,254,169)

ACQUISITION  OF  COM  SERVICES,  INC.  ("COM")

On  January,  17,  2005, the Company purchased 100% of the outstanding shares of
Com  Services, Inc., a California corporation.  The purchase price was $430,000,
of which $50,000 was paid in cash, $200,000 was paid in Company stock, issued at
market  value,  and $180,000 in promissory notes payable over a two year period,
with  interest  at  6%.  Below  is  the unaudited condensed balance sheet of Com
Services,  Inc.  as  of  January 17, 2005, which is prepared only to present the
major  asset  captions  for  which the Company has applied the purchase price of
$430,000  towards.

Accounts  receivable               $  142,073
Fixed  Assets                          56,032
Goodwill                              331,895
Bank  Line  of  Credit               (100,000)
                                   -----------
Total  assets  and  liabilities    $  430,000
                                   ===========

The  net  revenues  and net loss on a pro forma basis, as though the Company had
completed  the acquisition of Com as of the beginning of the year, on January 1,
2005  would  not  be  materially  different  than  the net revenues and net loss
reported  for  the  three  months  ended  March  31, 2005 due to the lack of net
revenues  and  expenses  of  Com  from January 1, 2005 through January 16, 2005.

ACQUITISION  OF  DEL  MAR  SYSTEMS  INTERNATIONAL,  INC.  ("DMSI")

On March 1, 2004, NIC acquired 100% of the outstanding shares of common stock of
DMSI,  a  telecommunication solutions provider. The operations of DMSI have been
consolidated  with  the  operations  of the Company, since March 1, 2004 and the
operations  of  DMSI  were  consolidated  into  NIC  and  DMSI  was  phased out.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

The  accompanying  consolidated  financial  statements  include  the accounts of
Network  Installation  Corp.  ("NIC")  and  its 100% owned subsidiaries, Network
Installation  Corporation,  Kelley  Communication  Company,  Inc.("Kelley"), COM
Services,  Inc.  ("COM"),  and Del Mar Systems International, Inc. ("DMSI"). All
significant  inter-company  accounts  and  transactions  have been eliminated in
consolidation.  The  results  of  operations  included  within  these  financial
statements include the accounts of NIC for the three months ended March 31, 2006
and  2005,  respectively,  Kelley for the three months ended March 31, 2006, and
COM  for the three months ended March 31, 2006 and from January 17, 2005 through
March  31,  2005.

CASH  &  CASH  EQUIVALENTS
--------------------------

The  Company  considers  all  highly  liquid debt instruments, purchased with an
original  maturity  at  date  of  purchase  of  three months or less, to be cash
equivalents.  Cash  and cash equivalents are carried at cost, which approximates
market  value.

PROPERTY  &  EQUIPMENT
----------------------

Property  and  equipment  are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets, e.g.
computers  (5 years), software (3 years), office furniture and equipment (3 to 7
years),  and  tenant  improvements  (life of the lease-approximately 60 months).

ACCOUNTS  RECEIVABLE
--------------------

The  Company  maintains  an allowance for doubtful accounts for estimated losses
that  may  arise  if  any of its consumers are unable to make required payments.
Management  specifically  analyzes  the age of customer balances, historical bad
debt  experience,  customer  credit-worthiness  and  changes in customer payment
terms  when  making  estimates  of  the  uncollectibility  of  the  Company's
trade  accounts  receivable  balances.  If  the  Company  determines  that  the
financial  conditions  of  any  of  its customers have deteriorated, whether due
to  customer specific  or  general  economic  issues,  increase in the allowance
may be made. Accounts  receivable  are  written off when all collection attempts
have  failed.

INVENTORY
---------

Inventory  consists  of  networking  materials  and  equipment in the process of
being  installed  at  years  end. Inventories are stated at the lower of cost or
market.  Cost  is determined by the average cost method at the Kelley subsidiary
and the first-in-first-out method at the COM and NIC subsidiaries, respectively.
The  Company  has  reviewed  its  inventory  for  obsolescence  on  a  quarterly
basis  since  operations  began  and  has  not  written-off  any  inventory  for
obsolescence.

                                       8
<PAGE>

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
---------------------------------------

The  Company's  financial  instruments,  including  cash  and  cash equivalents,
accounts  receivable,  accounts  payable  and accrued liabilities are carried at
cost,  which approximates their face value, due to the relatively short maturity
of  these instruments. As of March 31, 2006 and December 31, 2005, the Company's
notes  payable  have  stated  borrowing  rates  that  are  consistent with those
currently  available  to  the Company and, accordingly, the Company believes the
carrying  value  of  these  debt  instruments  approximates  their  fair  value.

GOODWILL
--------

Under  SFAS  No.  142.  Goodwill  and  other  Intangible  Assets,  all  goodwill
amortization  ceased effective January 1, 2002.  Rather, goodwill is now subject
only to impairment reviews.  A fair-value based test is applied at the reporting
level.  This  test  requires  various  judgments  and  estimates.  A  goodwill
impairment  loss  will  be  recorded  for  any goodwill that is determined to be
impaired.  Goodwill  is  tested  for  impairment  at  least  annually.


ACCOUNTING  FOR  IMPAIRMENTS  IN  LONG-LIVED  ASSETS
----------------------------------------------------

Long-lived  assets  and  identifiable  intangibles  are  reviewed for impairment
whenever  events  or changes in circumstances indicate that the carrying amounts
of assets may not be recoverable. Management periodically evaluates the carrying
value  and  the  economic  useful  life  of  its  long-lived assets based on the
Company's  operating performance and the expected future undiscounted cash flows
and  will  adjust  the  carrying  amount of assets which may not be recoverable.

USE  OF  ESTIMATES
------------------

The  preparation  of  financial  statements,  in  conformity  with  accounting
principles  generally accepted in the United States, requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the  reporting  period.  Significant estimates made in preparing these financial
statements  include  the  allowance  for  doubtful  accounts, deferred tax asset
valuation  allowance, impairment of goodwill, certain gross margins on long term
construction  contracts and useful lives for depreciable and amortizable assets.
Actual  results  could  differ  from  those  estimates.

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
design,  installations, cabling and networking contacts are recognized using the
percentage-of-completion method of accounting. Accordingly, income is recognized
in  the ratio that costs incurred bears to estimated total costs. Adjustments to
cost  estimates  are  made  periodically,  and losses expected to be incurred on
contracts  in  progress  are charged to operations in the period such losses are
determined. The aggregate of costs incurred and income recognized on uncompleted
contracts  in  excess  of  related billings is shown as a current asset, and the
aggregate  of  billings  on  uncompleted  contracts  in  excess of related costs
incurred  and  income  recognized  is  shown  as  a  current  liability.

The  Company's revenue recognition policy for the 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. 123R, "Accounting for Stock-Based
Compensation"  amended  by SFAS No 148, "Accounting for Stock Based Compensation
Transition  and  Disclosure".  SFAS No. 123R prescribes accounting and reporting
standards  for  all  stock-based  compensation  plans,  including employee stock
options,  restricted stock, employee stock purchase plans and stock appreciation
rights.  SFAS No. 123 requires compensation expense to be recorded (i) using the
new  fair value method or (ii) using the existing accounting rules prescribed by
Accounting  Principles  Board  Opinion  No.  25, "Accounting for stock issued to
employees"  (APB  25)  and  related interpretations with pro-forma disclosure of
what  net  income and earnings per share would have been had the Company adopted
the  new  fair  value  method.  The  Company  uses  the  intrinsic  value method
prescribed by APB 25 and has opted for the disclosure provisions of SFAS No.123.

On  October 20, 2005, the Company issued 972,500 stock options to various Kelley
employees  in accordance with the Company's 2005 Stock Option Plan. The exercise
price  at  the  time  of  grant  was $.79 per share, which was equal to the fair
market value of the common stock on the date of grant, and the right to exercise
the  options  were  subject  to  vesting  provisions  over  a three year period.
Subsequent  to  issuance,  132,500  of  such options were retired resulting from
employees  who  left  the  Company  prior  to  vesting.

On  March 30, 2006, the Company issued 1,347,500 stock options to various Kelley
employees  in accordance with the Company's 2005 Stock Option Plan. The exercise
price  at  the  time  of  grant  was $.42 per share, which was equal to the fair
market value of the common stock on the date of grant, and the right to exercise
the  options  were  subject  to  vesting  provisions  over  a three year period.

BASIC  AND  DILUTED  NET  LOSS  PER  SHARE
------------------------------------------

Net  loss  per share is calculated in accordance with the Statement of financial
accounting  standards  No.  128  (SFAS No. 128), "Earnings per share". Basic net
loss  per  share  is  based  upon  the  weighted average number of common shares
outstanding.  For  all  periods,  all  of the Company's common stock equivalents
were excluded from the calculation of diluted loss per common share because they
were  anti-dilutive,  due  to  the  Company's  net  losses.

The  Company's  significant  components  of  common  stock  equivalents  are its
convertible  debentures  and  stock  options.

Stock  options,  which  would  have  an anti-dilutive effect on the net loss per
common  share  once  exercised,  to  purchase  2,320,000  shares of common stock
remained  outstanding  as  of  March 31, 2006.  There were 972,500 stock options
outstanding  at  December 31, 2005. These stock options have a vesting period of
three  years  from  the  date  of  grant.  972,500 stock options were granted on
October  20,  2005  and  an  additional issuance of 1,347,500 stock options were
granted  on  March  30,  2006.

Convertible  debentures,  which  can  be exercised on any date subsequent to the
issuance  of  the  convertible debentures, would have an anti-dilutive effect on
the  net  loss  per  common  share once and if the holders elect to exchange the
convertible  debentures for shares of common stock.  The number of common shares
which  could be exchanged by the Company for a full release of the obligation to
repay  the  principal  and  interest  balances  associated  with all convertible
debentures  will  possibly  be  based  in part on the Company's price per common
share  as quoted on the OTC bulletin board on the date of conversion.  Since the
Company  can not determine the price per common share of its common stock in the
future,  it  does  not  believe it can reasonably determine the number of common
shares  to  be  issued pursuant to an exchange of its convertible debentures for
common shares.  Therefore, the Company cannot accurately determine the number of
common  shares  which  could be exchanged by the Company that are related to the
convertible debentures as of March 31, 2006 and December 31, 2005, respectively,
and  going  forward.


3.  GOING  CONCERN
The  accompanying  financial  statements  have  been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company  as  a  going  concern.  However, the Company has accumulated deficit of
$26,498,198,  and  is  generating  losses from operations. The continuing losses
have  adversely  affected  the  liquidity  of  the  Company.  The  Company faces
continuing  significant  business  risks,  including  but,  not  limited, to its
ability  to maintain vendor and supplier relationships by making timely payments
when  due.

In view of the matters described in the preceding paragraph, recoverability of a
major  portion  of  the recorded asset amounts shown in the accompanying balance
sheet  is  dependent  upon continued operations of the Company, which in turn is
dependent  upon  the  Company's  ability  to  raise  additional  capital, obtain
financing  and  to succeed in its future operations. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded  asset  amounts or amounts and classification of liabilities that might
be  necessary  should  the  Company  be  unable  to continue as a going concern.
Management  has  taken the following steps to revise its operating and financial
requirements,  which  it believes are sufficient to provide the Company with the
ability  to  continue  as  a  going concern in the near term. Management devoted
considerable effort toward obtaining additional equity financing through various
private  placements,  raised  funds  through  convertible  debentures,  and  has
endeavored  to  improve  operational  performance  using marketing methods, cost
cutting  and  the  like.

                                        9
<PAGE>

4.  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES
Accounts  payable  and  accrued  expenses  is  comprised  of  the  following:

                       March  31,  2006            December  31,  2005
                     -------------------          -------------------
Accounts  payable    $         3,693,360          $         3,250,923
Litigation  accrual               30,200                      170,000
                     -------------------          -------------------
                     $         3,723,560          $         3,420,923
                     ===================          ===================

5.  GOODWILL  IMPAIRMENT

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

At  December  31,  2005,  upon  the  completion  of  an impairment review of the
Goodwill related to the acquisition of Kelley, the Company decided to write down
Goodwill  by  $3,800,000  resulting  primarily  from  lower  than expected gross
margins  and  the  continued  cash  flow  challenges  faced  by  Kelley.

6.  PAYROLL  TAX  LIABILITY

Payroll  tax liabilities of $354,376 and $371,213, are payable at March 31, 2006
and  December  31,  2005,  respectively.  As  of  the  date  of  these financial
statements,  the  Company  is  in negotiations with the IRS for repayment terms.
While  the  negotiations are taking place, the Company has made five payments of
$15,000  each,  until  final settlements amount are agreed upon.

7. BANK LINE OF
CREDIT  AND  NOTES  PAYABLE

Notes  Payable  Related  to  the  Acquisition  of  Kelley
---------------------------------------------------------

Upon  the acquisition of Kelley, the Company contracted a note payable to a Bank
dated  August  30,  2005,  and carrying interest at a variable rate, 2% over the
Prime Rate, or 9.50% as of March 31, 2006. Principal payments of $20,834 are due
on  this  note  through  September  15,  2008. The balance of $624,049 remaining
outstanding  as of March 31, 2006, and included a current portion of $250,033 as
of March 31, 2006. This note payable is collateralized by amounts that have been
pledged  by  Dutchess,  a  related  party  to  the  Company.

Upon  the acquisition of Kelley, the Company contracted a note payable to a Bank
dated  September  20,  2005  and  carrying  interest  at  a fixed rate of 7.50%.
Principal  and  interest  payments  of $32,672 are payable through September 20,
2008.  The  balance  of  $889,909 remained outstanding as of March 31, 2006, and
included  a  current  portion  of  $336,724  as  of  March  31,  2006. This note
payable  is  collateralized  by  amounts  that  have been pledged by Dutchess, a
related  party  to  the  Company.

Upon  the  acquisition  of  Kelley,  the  Company issued $360,000 in convertible
debentures  to  an  unaffiliated individual. The convertible debentures carry an
interest  rate  of 0.00% and are due in September of 2006. These debentures were
issued  with  a  discounted  price from the face value of $60,000. The Holder is
entitled  to  convert  the face amount of the Debentures, plus accrued interest,
anytime  following  the  Closing  Date,  at  the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii)  100% of the closing bid prices for the twenty 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 year ended December 31, 2005 has
been  recorded  in  the  amount  of  $90,000.  Additionally,  the Company issued
warrants  to  purchase 90,000 shares of the Company's common stock at a purchase
price  equal  to  120%  of  the fair market value on the date of issuance. These
warrants  were  valued  at  $14,160  and  will  be amortized as interest expense
through the maturity date of the convertible debentures. The balance outstanding
on  this  convertible  debenture  as  of  March  31,  2006  was  $360,000.

Upon  the  acquisition  of  Kelley,  the Company assumed $540,000 in convertible
debentures  due to a member of the Company's Board of Directors. The convertible
debentures  carry  an  interest  rate of 0.00% and are due in September of 2006.
These  debentures  were  issued  with  a discounted price from the face value of
$90,000.  The  Holder  is entitled to convert the face amount of the Debentures,
plus  accrued interest, anytime following the Closing Date, at the lesser of (i)
75% of the lowest closing bid price during the fifteen trading days prior to the
Conversion  Date  or  (ii) 100% of the closing bid prices for the twenty 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 year ended December
31,  2005 has been recorded in the amount of $135,000. Additionally, the Company
issued  warrants  to  purchase 135,000 shares of the Company's common stock at a
purchase  price  equal to 120% of the fair market value on the date of issuance.
These  warrants were valued at $21,239 and will be amortized as interest expense
through the maturity date of the convertible debentures. The balance outstanding
on  this  convertible  debenture  as  of  March  31,  2006  was  $540,000.


Upon  the  acquisition  of Kelley, the Company assumed $492,856 in various notes
payable  to  the CEO and founder of Kelley, carrying interest at a fixed rate of
5.00%.  These  notes  payable were refinanced on October 7, 2005 with a $492,856
note  payable  carrying  interest  at 6.00% and requiring 24 monthly payments of
$17,412  in  principal  and  interest  through  September  2007.  The balance of
$299,005,  including  a  current portion of $196,341, remained outstanding as of
March  31,  2006.

Upon  the  acquisition  of Kelley, the Company assumed a note payable to a Bank,
secured  by  three  automobiles,  carrying  interest  at  a fixed rate of 6.25%.
Principal and interest payments of $1,536 are payable through March 7, 2008. The
balance  of  $34,628  remained  outstanding  as  of  March  31,  2006.

Upon  the  acquisition  of Kelley, the Company assumed a note payable to a Bank,
secured  by an automobile, carrying interest at a fixed rate of 5.75%. Principal
and  interest  payments  of  $371 per month are payable through May 5, 2009. The
balance  of  $12,470  remained  outstanding  as  of  March  31,  2006.

Upon  the  acquisition  of Kelley, the Company assumed a note payable to a Bank,
secured  by an automobile, carrying interest at a fixed rate of 5.75%. Principal
and  interest  payments  of  $369 per month are payable through May 5, 2009. The
balance  of  $12,526  remained  outstanding  as  of  March  31,  2006.

Notes  Payable  Related  to  the  Acquisition  of  COM
-----------------------------------------------------

The  Company  assumed  a  $100,000  revolving  line  of  credit with a Bank with
a  balance of $100,538  in  connection with the COM acquisition. This note bears
interest  at  a variable rate, 9.75% as of September 22, 2005 and was called due
as  a  result  of  the  acquisition  of  Kelley,  which  was  determined to be a
significant  change  in control of the Company.  The balance outstanding  as  of
March  31,  2006  was  $4,113. Subsequent to March 31, 2006, this line of credit
has  been  paid  in  full.

The  Company  assumed  credit  card  liabilities  in  connection  with  the  COM
acquisition.  These  credit  card  balances  were  paid  in  full  in  2005.

The  Company  assumed  a  $7,850  note  payable  secured by an automobile with a
balance  of  $7,450  in  connection  with  the  COM  acquisition.  The loan bore
interest  of  7.99%.  This  note payable was paid in full in 2005, subsequent to
the  COM  acquisition.

The  Company  contracted  a  $126,000 note payable in January 2005 in connection
with  the  COM  acquisition. This note bears interest at 6.00% and is payable in
monthly installments of $8,000 for nine months and $6,000 for the following nine
months,  the final payment being due in January 2007. The balance outstanding as
of  March  31,  2006  was  $53,250.

The Company contracted a $54,000 note payable in January 2005 in connection with
the COM acquisition. This note bears interest at 6.00% and is payable in monthly
installments  of $2,250, maturing in January 2007. The balance outstanding as of
March  31,  2006  was  $22,891.

Notes  Payable  Related  to  the  Acquisition  of  DMSI
-------------------------------------------------------

The  Company contracted a $500,000 note payable in March 2004 in connection with
the  DMSI  acquisition. This note bore interest at 5% and was payable in monthly
installments  of  $42,804,  maturing  in  April  2005.  The balance of this note
payable  was  paid  in  full  during  2005.

Other  Notes  Payable  and  Convertible  Debentures
---------------------------------------------------

During  the  year  ended  December  31,  2003,  the  Company  issued  $90,000 in
convertible  debentures  to certain shareholders of the Company. The convertible
debentures  carry  an  interest rate of 6% per annum, and are due in April 2008.
Payments  are  not  mandatory  during  the  term  of  the convertible debenture.
However,  the  Company  maintains  the  right to pay the balance in full without
penalty  at  any  time. The Holder is entitled to convert the face amount of the
Debentures,  plus  accrued  interest, anytime following the Closing Date, at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days prior to the Conversion Date or (ii) 100% of the closing bid prices for the
twenty  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 balance outstanding on these convertible debentures
as  of  March  31,  2006  was  $25,000.

During  the  year  ended  December  31,  2005,  the  Company  issued $350,000 in
convertible  debentures  to  a  shareholder  of  the  Company.  The  convertible
debentures  carry  an  interest rate of 6% and 8% per annum, and are due between
February and December of 2009. Payments are not mandatory during the term of the
convertible  debenture.  However,  the  Company  maintains  the right to pay the
balance  in  full without penalty at any time. The Holder is entitled to convert
the  face amount of the Debentures, plus accrued interest, anytime following the
Closing  Date,  at  the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) 100% of the
closing bid prices for the twenty 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 balance outstanding on
these  convertible  debentures  as  of  March  31,  2006  was  $350,000.

                                       10
<PAGE>

8.  RELATED  PARTY  TRANSACTIONS

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

During  the  year  ended  December  31,  2003,  the  Company  issued $338,000 in
convertible  debentures  to  Dutchess  Private  Equities,  LP.  The  convertible
debentures carry an interest rate of 6% per annum, and are due between April and
October  of  2008. Payments are not mandatory during the term of the convertible
debenture.  However,  the Company maintains the right to pay the balance in full
without  penalty  at any time. The Holder is entitled to convert the face amount
of the Debentures, plus accrued interest, anytime following the Closing Date, at
the lesser of (i) 75% of the lowest closing bid price during the fifteen trading
days prior to the Conversion Date or (ii) 100% of the closing bid prices for the
twenty  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 balance outstanding on these convertible debentures
as  of  March  31,  2006  was  $316,400.

During  the  year  ended  December  31,  2004,  the Company issued $1,867,718 in
convertible  debentures  to  Dutchess  Private  Equities,  LP.  The  convertible
debentures  carry  an  interest rate of 6% and 8% per annum, and are due between
February and December of 2009. Payments are not mandatory during the term of the
convertible  debenture.  However,  the  Company  maintains  the right to pay the
balance in full without penalty at any time. These debentures were issued with a
discounted  price  from  the  face  value of $248,600. The Holder is entitled to
convert  the  face  amount  of  the  Debentures,  plus accrued interest, anytime
following  the  Closing Date, at the lesser of (i) 75% of the lowest closing bid
price  during the fifteen trading days prior to the Conversion Date or (ii) 100%
of  the closing bid prices for the twenty 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 year ended December 31, 2005 has
been  recorded  in  the  amount  of  $511,275.  Additionally, the Company issued
warrants  to  purchase 1,286,000 shares of the Company's common stock at varying
exercise prices between $1.73 and $1.90 per share. These warrants were valued at
$466,790  and will be amortized as interest expense through the maturity date of
the  convertible  debentures.  The  balance  outstanding  on  these  convertible
debentures  as  of  March  31,  2006  was  $1,830,210.

During  the  year  ended  December  31,  2005,  the Company issued $2,136,360 in
convertible  debentures  to  Dutchess  Private  Equities II, LP. The convertible
debentures  carry  an  interest rate of 6% and 8% per annum, and are due between
February and December of 2009. Payments are not mandatory during the term of the
convertible  debenture.  However,  the  Company  maintains  the right to pay the
balance in full without penalty at any time. These debentures were issued with a
discounted  price  from  the  face  value of $340,000. The Holder is entitled to
convert  the  face  amount  of  the  Debentures,  plus accrued interest, anytime
following  the  Closing Date, at the lesser of (i) 75% of the lowest closing bid
price  during the fifteen trading days prior to the Conversion Date or (ii) 100%
of  the closing bid prices for the twenty 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 year ended December 31, 2005 has
been  recorded  in  the  amount  of  $529,500.  Additionally, the Company issued
warrants  to  purchase 1,020,000 shares of the Company's common stock at varying
exercise prices between $1.03 and $1.83 per share. These warrants were valued at
$387,184  and will be amortized as interest expense through the maturity date of
the  convertible  debentures.  The  balance  outstanding  on  these  convertible
debentures  as  of  March  31,  2005  was  $2,136,360.

During  the  three  months  ended March 31, 2006, the Company issued $936,360 in
convertible  debentures  to  Dutchess  Private  Equities II, LP. The convertible
debentures  carry  an  interest rate of 6% and 8% per annum, and are due between
January  and  March  of  2011. Payments are not mandatory during the term of the
convertible  debenture.  However,  the  Company  maintains  the right to pay the
balance in full without penalty at any time. These debentures were issued with a
discounted  price  from  the  face  value of $150,000. The Holder is entitled to
convert  the  face  amount  of  the  Debentures,  plus accrued interest, anytime
following  the  Closing Date, at the lesser of (i) 75% of the lowest closing bid
price  during the fifteen trading days prior to the Conversion Date or (ii) 100%
of  the closing bid prices for the twenty 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 three months ended March 31, 2006
has  been  recorded  in the amount of $234,090. Additionally, the Company issued
warrants  to  purchase  306,000  shares of the Company's common stock at varying
exercise  prices  between $.60 and $.50 per share. These warrants were valued at
44,749  and  will  be amortized as interest expense through the maturity date of
the  convertible  debentures.  The  balance  outstanding  on  these  convertible
debentures  as  of  March  31,  2006  was  $936,360.

During  December 2004, the Company entered into a $84,956 factoring and security
agreement  to  sell, transfer and assign certain accounts receivable to Dutchess
Private  Equities  Fund,  LP.  Dutchess  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  these agreements. The difference
between  the  face amount of each purchased account and advance on the purchased
account  shall be reserved and will be released after deductions of discount and
charge  backs.  In  addition,  Dutchess  charges finance fees in connection with
these  agreements. The balance of this factoring and security agreement was paid
in  full  in  2005.

On  January 19, 2005, the Company entered into a $128,750 factoring and security
agreement  to  sell, transfer and assign certain accounts receivable to Dutchess
Private  Equities  Fund II, LP. Dutchess 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. 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. Dutchess charged $5,205 for
finance  charges  in  connection  with  this agreement. During 2005, the Company
collected  and  made  payment to Dutchess on all amounts owed in connection with
this  agreement.

During  the  three  months  ended  March  31, 2006, the Company entered into the
following factoring and security agreements to sell, transfer and assign certain
accounts  receivable  to Dutchess Private Equities Fund, LP. Dutchess 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
these  agreements.  The  difference  between  the  face amount of each purchased
account  and  advance  on  the  purchased  account shall be reserved and will be
released  after  deductions  of discount and charge backs. In addition, Dutchess
charges finance fees in connection with these agreements. At March 31, 2006, the
balance  due  is  $1,288,600.

  Date               Amount    Financing  Fees
---------          ----------  ---------------
3/27/2006          $  450,000     $  5,000
3/20/2006          $  650,000     $  5,000
3/9/2006           $  360,000     $  5,000
2/21/2006          $  100,000     $  5,000
2/16/2006          $  850,000     $  5,000
1/30/2006          $  150,000     $  5,000
1/27/2006            $  650,000     $  5,000
                   ----------  ---------------
Totals             $3,210,000     $ 35,000
Repayments         $1,921,400
                   ----------
Balance  at
March  31,  2006   $1,288,600
                   ==========

As  of  May  12,  2006,  the  Company  has  repaid  approximately  $586,000  to
Dutchess,  related  to  the  above  factoring  transactions.

9.  INCOME  TAXES

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss. Through March 31, 2006, and December 31, 2005, the Company
incurred  net operating losses for tax purposes of approximately $26,500,000 and
$25,170,000,  respectively. The net operating loss carry forwards may be used to
reduce  taxable  income through the year 2023. The availability of the Company's
net operating loss carry-forwards are subject to limitation if there is a 50% or
more  positive  change  in  the  ownership  of  the Company's stock. A valuation
allowance  for  100%  of  the  deferred taxes asset has been recorded due to the
uncertainty  of  its  realization.

Since  the  Company  has  not  generated taxable income, no provision for income
taxes  has  been  provided.

The  availability  of  the  Company's  net  operating  loss  carry-forwards  are
subject  to  limitation  if  there  is  a 50% or more  positive  change  in  the
ownership  of  the  Company's  stock.  The  Company's  total  deferred  tax
asset  is  as  follows:

                                    March  31,  2006    December  31,  2005
                                    ----------------    -------------------

Tax  benefit  of  net  operating
  loss  carry-forward               $     8,252,000     $        7,800,000

Valuation  allowance                     (8,252,000)            (7,800,000)
                                    -----------------   -------------------
                                    $             -     $                -
                                    =================   ===================

The  following is a reconciliation of the provision for income taxes at the U.S.
federal  income  tax  rate  to  the  income  taxes reflected in the Statement of
Operations:

                                     March  31,  2006  and   December  31,  2005
                                     -------------------------------------------

Tax  expense  (credit)  at
statutory  rate-federal                     (34)%                  (34)%
State  tax  expense  net  of
federal  tax                                 (6)                    (6)
Changes  in  valuation  allowance            40                     40
                                            -----                  -----
Tax  expense  at  actual  rate                -                      -
                                            =====                  =====

The  valuation allowance increased by approximately $452,000 in the three months
ended  March  31,  2006  and  by $5,282,000 in the year ended December 31, 2005.
Since the  realization  of  the  operating  loss  carry-forwards  are  doubtful,
it  is  reasonably  possible  that  the  Company's  estimate  of  the  valuation
allowance  will  change.

10.  COMMITMENTS  &  CONTINGENCIES

LITIGATION
----------

On  April  25,  2003  the  Superior  Court of the State of California, County of
Orange,  entered a judgment in the amount of $46,120 against the Company and its
former management in favor of a vendor of the Company's former subsidiary, North
Texas  Circuit  Board,  or  NTCB. On August 20, 2002 the Company sold NTCB to BC
Electronics,  Inc.  Pursuant  to  terms  of  the  share  purchase  agreement, BC
Electronics  assumed all liabilities of NTCB. In December 2003 the Company filed
a motion to vacate the judgment for lack of personal services. In February 2004,
the  Court  ruled in favor of the Company and the judgment was vacated. Although
the  Company was the guarantor on the loan, NTCB is the principal debtor (i) the
Company  will  bring  action against NTCB to seek relief or (ii) because partial
payment  was  made  by  NTCB, it could affect the legal status of the guarantee,
which  the  Company  believes may absolve it of liability. In February 2004, the
plaintiff  re-filed  the  complaint.  In  March  2005,  the  complaint  was
settled  for the sum of $25,000. Commencing in March 2005, the Company agreed to
make five equal monthly installments of $5,000 to the vendor. As of December 31,
2005,  the  Company  has  paid  this  obligation  in  full.

On  January  24,  2005,  the  Company  filed  an action in the Superior Court of
California,  County  of Orange against the former principals of DMSI for damages
and  injunctive relief based on alleged fraud and breach of contract relating to
the  Company's purchase of Del Mar Systems International, Inc. The complaint was
amended  on  March  14, 2005 to seek rescission of the Company's purchase of Del
Mar  Systems  from its former owners. The Defendant also filed a cross-complaint
in  the  above  action  seeking  recovery  under various employment and contract
theories  for  unpaid compensation, expenses and benefits totaling approximately
$90,000.  Defendant  also  sought  payment  of  an outstanding balance of a note
related  to  the purchase by the Company of DMSI totaling approximately $85,000.
Further,  Defendant  was  seeking injunctive relief for enforcement of the stock
purchase  agreement of DMSI. This case was settled and the Company agreed to pay
$84,000  over  a  12 month period and also agreed to issue 300,000 shares of our
common  stock.  During  2006,  the  Company  paid  four  of the required monthly
installments  and  has  issued 300,000 shares of common stock valued at $139,800
during  the  three  months  ended  March  31,  2006.

In  March 2006, Lisa Cox sued Kelley, NIC, and Kelley's CEO personally, claiming
damages  related  to promises she alleges were made to her husband, prior to her
husband's  death.  The alleged promises made resulted from business transactions
between her husband and Kelley, prior to the Company's acquisition of Kelley. At
this  time,  it  is  too  early  to  determine  the outcome of such allegations,
however,  management  intends  to  vigorously defend the Company. No adjustments
have  been  made  in  the  accompanying financial statements as a result of this
allegation,  and  management believes that in the event Ms. Cox is successful in
her  pursuit,  the  impact  on  the  Company  will  not  be  material.

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

OTHER  COMMITMENTS

The  Company  is  obligated  to  pay  rent  amounts  as  follows:

For  the  twelve  months  ended:

     March  31,  2007               $155,000
     March  31,  2008               $162,000
     March  31,  2009               $ 70,000

The  Company is obligated to pay $120,000 for the years ended December 31, 2006,
through  December  31,  2010  related  to an exclusive reseller agreement with a
software  company.

11.  STOCKHOLDERS'  EQUITY

EQUITY
------

During  the  three months ended March 31, 2006, the Company issued and agreed to
issue  common  stock  as  follows:

The  Company issued 306,000 warrants to purchase common stock, valued at $44,479
as  an  inducement  to  certain  shareholders  to  invest  in  the  Company.
The  Company issued 300,000 shares of Common Stock related to the acquisition of
DMSI.

Beneficial  conversion  feature of $234,090 was recorded during the three months
ended  March 31, 2006, in conjunction with the debt financing consummated during
this  time  period.

During  the three months ended March 31, 2006, the Company issued 295,694 shares
of  Common  Stock  in  exchange  for the retirement of convertible debt totaling
$98,908.

The Company issued warrants to purchase approximately 2,887,600 shares of common
stock  in  exchange  for  2,880,000 shares of common stock to be returned to the
Company.

During  the year ended December 31, 2005, the Company issued and agreed to issue
common  stock  as  follows:

Pursuant  to an acquisition agreement, on November 1, 2005, the Company acquired
100%  of  the  outstanding  shares  of common stock of Spectrum Cabling Company,
Inc.,  a  California corporation for $14,000,000 in common stock. Robert Rivera,
the  100% owner of Spectrum prior to the acquisition, received 18,567,639 shares
of  the  Company's  common  stock. On January 6, 2006, the Company rescinded the
purchase.  Pursuant  to  the  Rescission Agreement, Spectrum returned 18,567,639
shares  of  the Company's common stock and a promissory note for $1.5 million in
exchange  for  100%  of  the  outstanding  shares  of  Spectrum.  Additionally,
Spectrum's  two  appointed  director's  to  the  Company's  board  resigned. The
purchase  and  subsequent  rescission of Spectrum had no financial impact on the
Company's  operations  or  financial  statements.

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

The  Company issued 1,460,692 shares of common stock to accredited investors for
a  total  of  $943,451.

The  Company  issued  18,939  shares  of  common  stock  upon notification of an
investor's  intent  to exchange a convertible debenture for common stock, valued
at  $65,000.

The  Company  issued  560,000  shares  of  common  stock  valued at $373,088 for
services  rendered  on  behalf  of  the  Company.

The  founder  and  former CEO agreed to rescind 7,887,482 shares of common stock
back  to  the  Company.  These  shares  of  common  stock  had  been acquired by
the  founder  and  former  CEO  in  connection  with  the  organization  of  the
Company.  As  such,  the shares were originally recorded with  a  $0  value  and
have  been  rescinded  with  a  $0  value.

The  Company  agreed  to issue 108,696 shares of common stock in connection with
the  acquisition of COM. These shares were valued at $200,000 on the date of the
acquisition. These shares had yet to be issued as of the date of these financial
statements.

A  majority  shareholder agreed to rescind 685,517 shares of common stock valued
at  $530,590  back to the Company. These shares of common stock were acquired in
September  2003  by  the  majority  shareholder  in connection with various debt
financings consummated in 2003 and were valued at $.774 per share at the time of
issuance.  Investor  relations  for  the year ended December 31, 2005 includes a
reduction of the total expense for the period, of $530,590, recorded as a result
of  the  rescinding  of  these  shares  of  common  stock.

12.  BASIC  AND  DILUTED  NET  LOSS  PER  SHARE

Basic  and  diluted net loss per share for the three months ended March 31, 2006
and  2005  was  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.

The  Company's  significant  components  of  common  stock  equivalents  are its
convertible  debentures  and  stock  options.

Stock  options,  which  would  have  an anti-dilutive effect on the net loss per
common  share once exercised, to purchase 2,320,000 and 973,500 shares of common
stock  remained  outstanding  as  of  March  31,  2006  and  December  31, 2005,
respectively.  These stock options have a vesting period of three years from the
date  of  grant,  October  20,  2005  and  March  30,  2006,  respectively.

Convertible  debentures,  which  can  be exercised on any date subsequent to the
issuance  of  the  convertible debentures, would have an anti-dilutive effect on
the  net  loss  per  common  share once and if the holders elect to exchange the
convertible  debentures for shares of common stock.  The number of common shares
which  could be exchanged by the Company for a full release of the obligation to
repay  the  principal  and  interest  balances  associated  with all convertible
debentures  will  possibly  be  based  in part on the Company's price per common
share  as quoted on the OTC bulletin board on the date of conversion.  Since the
Company  can not determine the price per common share of its common stock in the
future,  it  does  not  believe it can reasonably determine the number of common
shares  to  be  issued pursuant to an exchange of its convertible debentures for
common shares.  Therefore, the Company cannot accurately determine the number of
common  shares  which  could be exchanged by the Company that are related to the
convertible debentures as of March 31, 2006 and December 31, 2005, respectively,
and  going  forward.

13.  SUBSEQUENT  EVENTS

Subsequent  to  March 31, 2006, the Company entered into the following factoring
and security agreements to sell, transfer and assign certain accounts receivable
to  Dutchess  Private  Equities  Fund,  LP.  Dutchess 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  these agreements. The
difference  between the face amount of each purchased account and advance on the
purchased  account  shall  be  reserved and will be released after deductions of
discount  and  charge  backs.  In  addition,  Dutchess  charges  finance fees in
connection  with  these  agreements.

Date      Amount   Financing  Fees
---------  ----------  ---------------
4/13/2006   $500,000     $5,000
4/12/2006   $200,000     $5,000

On  April  19,  2006,  the  Company  issued $12,120 in convertible debentures to
Dutchess  Private  Equities II, LP. The convertible debentures carry an interest
rate  of  8% per annum, and are due on April 19, 2011. Interest payments are due
on  a  monthly  basis until the principal balance is paid in full. The Holder is
entitled  to  convert  the face amount of the Debentures, plus accrued interest,
anytime  following  the  Closing  Date,  at  the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii)  seventy  five  cents  ($0.75)  ("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.

On May 1, 2006 the Company issued $252,000 in convertible debentures to Dutchess
Private  Equities  II,  LP. The convertible debentures carry an interest rate of
10% per annum, and are due on May 1, 2011. Payments are not mandatory during the
term  of  the convertible debenture. However, the Company maintains the right to
pay  the  balance  in  full  without  penalty at any time. These debentures were
issued  with  a  discounted price from the face value of $210,000. The Holder is
entitled  to  convert  the face amount of the Debentures, plus accrued interest,
anytime  following  the  Closing  Date,  at  the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii) forty one cents ($0.41) ("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.  Additionally,  the Company issued warrants to purchase 123,000 shares of
the  Company's common stock at forty-one cents ($0.41) per share for a period of
five  years.

                                       11
<PAGE>

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.
The  discussion  and  financial  statements  contained  herein are for the three
months  ended March 31, 2006 and March 31, 2005. The following discussion should
be  read  in  conjunction  with  our  financial  statements  and  notes included
herewith.

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  report  contains  forward-looking  statements  that  involve  risks  and
uncertainties. We generally use words such as "believe," "may," "could," "will,"
"intend,"  "expect,"  "anticipate,"  "plan," and similar expressions to identify
forward-looking  statements,  including  statements  regarding  our  ability  to
continue  to  create  innovative technology products, our ability to continue to
generate  new  business  based  on  referrals  and  existing  relationships, our
financing  strategy  and  ability  to access the capital markets and other risks
discussed in our Risk Factor section below. Although we believe the expectations
expressed  in  the  forward-looking  statements included in this Form 10-QSB are
based  on  reasonable  assumptions  within  the  bounds  of our knowledge of our
business,  a  number  of  factors  could  cause  our  actual  results  to differ
materially  from  those  expressed  in any forward-looking statements. We cannot
assure  you  that the results or developments expected or anticipated by us will
be  realized  or,  even  if  substantially  realized,  that  those  results  or
developments  will  result in the expected consequences for us or affect us, our
business or our operations in the way we expect. We caution readers not to place
undue reliance on these forward-looking statements, which speak only as of their
dates.  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.

CRITICAL  ACCOUNTING  POLICIES

We have identified the policies below as critical to our business operations and
the  understanding  of  our results of operations. The impact and any associated
risks  related  to  these  policies  on  our  business  operations are discussed
throughout  this  section  where  such policies affect our reported and expected
financial  results.  Our  preparation  of  our Consolidated Financial Statements
requires  us  to make estimates and assumptions that affect the reported amounts
of  assets  and  liabilities, disclosure of contingent assets and liabilities at
the  date  of  our financial statements, and the reported amounts of revenue and
expenses  during the reporting period. Our  actual results may differ from those
estimates.

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

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

Our  revenue  recognition  policies  are  in  compliance  with  all  applicable
accounting  regulations,  including  American  Institute  of  Certified  Public
Accountants (AICPA) Statement of Position (SOP) 81-1, Accounting for Performance
of  Construction-Type  and  Certain  Production-Type  Contracts.  Revenues  from
design, installations, cabling and networking contracts are recognized using the
percentage-of-completion method of accounting. Accordingly, income is recognized
in  the ratio that costs incurred bears to estimated total costs. Adjustments to
cost  estimates  are  made  periodically,  and losses expected to be incurred on
contracts  in  progress  are charged to operations in the period such losses are
determined. The aggregate of costs incurred and income recognized on uncompleted
contracts  in  excess  of  related billings is shown as a current asset, and the
aggregate  of  billings  on  uncompleted  contracts  in  excess of related costs
incurred  and  income  recognized  is  shown  as  a  current  liability.

Our  revenue  recognition  policy  for sale of network products is in compliance
with  Staff  accounting  bulletin or (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,  we  extend  credit  to  our  customers  and do not require
collateral.  We perform ongoing credit evaluations of our customers and historic
credit  losses  have  been  within  management's  expectations.

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

Accounts  Receivable  and  Allowance  for  Doubtful  Accounts
-------------------------------------------------------------

We  maintain  allowances  for doubtful accounts, when appropriate, for estimated
losses  resulting from the inability of our customers to make required payments.
If  the  financial  condition  of  our customers were to deteriorate, our actual
losses  may  exceed  our estimates, and additional allowances would be required.

Goodwill
--------

In  June  2001,  the FASB issued Statement of Financial Accounting Standards No.
142, or SFAS 142, Goodwill and Other Intangible Assets. As required by SFAS 142,
goodwill  is  subject  to  annual  impairment tests, or earlier if indicators of
potential  impairment  exist and suggest that the carrying value of goodwill may
not  be recoverable from estimated discounted future cash flows. Because we have
one  reporting  segment  under  SFAS 142, we utilize the entity-wide approach to
assess  goodwill  for  impairment  and  compare our market value to our net book
value to determine if an impairment exists. These impairment tests have resulted
in  impairments  of  approximately  $4.2  million  in  2005  and  may  result in
additional  impairment  losses  that could have a material adverse impact on our
results  of  operations  in  the  future.

Stock-Based  Compensation
-------------------------

In  October  1995,  the  FASB  issued SFAS No. 123R, "Accounting for Stock-Based
Compensation"  amended  by SFAS No 148, "Accounting for Stock Based Compensation
Transition  and  Disclosure".  SFAS  No. 123 prescribes accounting and reporting
standards  for  all  stock-based  compensation  plans,  including employee stock
options,  restricted stock, employee stock purchase plans and stock appreciation
rights.  SFAS No. 123 requires compensation expense to be recorded (i) using the
new  fair value method or (ii) using the existing accounting rules prescribed by
Accounting  Principles  Board  Opinion  No.  25, "Accounting for stock issued to
employees"  (APB  25)  and  related interpretations with pro-forma disclosure of
what  net  income and earnings per share would have been had the Company adopted
the  new  fair  value  method.  The  Company  uses  the  intrinsic  value method
prescribed by APB 25 and has opted for the disclosure provisions of SFAS No.123.
On  October 20, 2005, the Company issued 972,500 stock options to various Kelley
employees  in accordance with the Company's 2005 Stock Option Plan. The exercise
price  at  the  time  of  grant was $0.79 per share, which was equal to the fair
market value of the common stock at the time of grant, and the right to exercise
the  options  were  subject  to  vesting  provisions  over  a three year period.
Subsequent  to  issuance,  132,500  of  such options were retired resulting from
employees  who  left  the  Company  prior  to  vesting.

On  March 30, 2006, the Company issued 1,347,500 stock options to various Kelley
employees  in accordance with the Company's 2005 Stock Option Plan. The exercise
price  at  the  time  of  grant was $0.42 per share, which was equal to the fair
market value of the common stock at the time of grant, and the right to exercise
the  options  were  subject  to  vesting  provisions  over  a three year period.

Going  Concern
--------------

Our  audited  financial  statements for the fiscal year ended December 31, 2005,
reflect  a  net  loss of ($15,534,423). These conditions raise substantial doubt
about our ability to continue as a going concern if we do not acquire sufficient
additional funding or alternative sources of capital to meet our working capital
needs.  Without  such  external funding, we would have to materially curtail our
operations  and  plans  for  expansion.

Cash  and  Cash  Equivalents
----------------------------

We  consider  all  highly  liquid  debt  instruments, purchased with an original
maturity  at  date  of purchase of three months or less, to be cash equivalents.
Cash  and cash equivalents are carried at cost, which approximates market value.

Property  and  Equipment
------------------------

Property  and  equipment are stated at cost.  Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets, e.g.
computers  (5  years),  software  (3  years),  office furniture and equipment (3
to7  years),  and  tenant  improvements  (life  of  the  lease-approximately  60
months).

Inventory
---------

Inventory  consists  of  networking  materials  and  equipment in the process of
being  installed  at  years  end. Inventories are stated at the lower of cost or
market.  Cost  is determined by the average cost method at the Kelley subsidiary
and the first-in-first-out method at the COM and NIC subsidiaries, respectively.
The  Company  has  reviewed  its  inventory  for  obsolescence  on  a  quarterly
basis  since  operations  began  and  has  not  written-off  any  inventory  for
obsolescence.

Fair  Value  of  Financial  Instruments
---------------------------------------

The  Company's  financial  instruments,  including  cash  and  cash equivalents,
accounts  receivable,  accounts  payable  and accrued liabilities are carried at
cost,  which approximates their face value, due to the relatively short maturity
of  these instruments. As of March 31, 2006 and December 31, 2005, the Company's
notes  payable  have  stated  borrowing  rates  that  are  consistent with those
currently  available  to  the Company and, accordingly, the Company believes the
carrying  value  of  these  debt  instruments  approximates  their  fair  value.

Accounting  for  Impairments  in  Long-Lived  Assets
----------------------------------------------------

Long-lived  assets  and  identifiable  intangibles  are  reviewed for impairment
whenever  events  or changes in circumstances indicate that the carrying amounts
of assets may not be recoverable. Management periodically evaluates the carrying
value  and  the  economic  useful  life  of  its  long-lived assets based on the
Company's  operating performance and the expected future undiscounted cash flows
and  will  adjust  the  carrying  amount of assets which may not be recoverable.

Use  of  Estimates
------------------

The  preparation  of  financial  statements,  in  conformity  with  accounting
principles  generally accepted in the United States, requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities,  and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the  reporting  period.  Significant estimates made in preparing these financial
statements  include  the  allowance  for  doubtful  accounts, deferred tax asset
valuation  allowance, impairment of goodwill, certain gross margins on long term
construction contracts and useful  lives for depreciable and amortizable assets.
Actual  results  could  differ  from  those  estimates.

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

Net  loss  per share is calculated in accordance with the Statement of financial
accounting  standards  No.  128  (SFAS No. 128), "Earnings per share". Basic net
loss  per  share  is  based  upon  the  weighted average number of common shares
outstanding.  For  all  periods,  all  of the Company's common stock equivalents
were excluded from the calculation of diluted loss per common share because they
were  anti-dilutive,  due  to  the  Company's  net  losses.

The  Company's  significant  components  of  common  stock  equivalents  are its
convertible  debentures  and  stock  options.

Stock  options,  which  would  have  an anti-dilutive effect on the net loss per
common  share once exercised, to purchase 2,320,000 and 972,500 shares of common
stock  remained  outstanding  as  of  March  31,  2006  and  December  31, 2005,
respectively.  These stock options have a vesting period of three years from the
date  of  grant,  October  20,  2005  and  May  30,  2006,  respectively.

Convertible  debentures,  which  can  be exercised on any date subsequent to the
issuance  of  the  convertible debentures, would have an anti-dilutive effect on
the  net  loss  per  common  share once and if the holders elect to exchange the
convertible  debentures for shares of common stock.  The number of common shares
which  could be exchanged by the Company for a full release of the obligation to
repay  the  principal  and  interest  balances  associated  with all convertible
debentures  will  possibly  be  based  in part on the Company's price per common
share  as  quoted  on  the  OTC bulletin board on the date of conversion.  Since
management  can  not determine the price per common share of its common stock in
the  future,  management does not believe it can reasonably determine the number
of  common  shares  to  be  issued  pursuant  to  an exchange of its convertible
debentures for common shares.  Therefore, management cannot accurately determine
the  number  of  common  shares which could be exchanged by the Company that are
related  to  the  convertible  debentures  as of March 31, 2006 and December 31,
2005,  respectively,  and  going  forward.

THREE  MONTH PERIOD ENDED MARCH 31, 2006 AS COMPARED TO THREE MONTH PERIOD ENDED
MARCH  31,  2005

RESULTS  OF  OPERATIONS

NET  REVENUE
------------
We  generated consolidated net revenues of $6,806,146 for the three months ended
March  31,  2006, as compared to $750,716 for the three month period ended March
31,  2005.  The  increase in revenues for this quarter when compared to the same
quarter  last  year  is  due primarily to the acquisition of Kelley during 2005,
which  accounted for $6,704,233 in net revenues for the three months ended March
31, 2006.  With the acquisition of Kelley, we acquired in excess of 60 contracts
with  over 50 customers.  Such increase was offset by a decrease in net revenues
for NIC of $464,667 and COM of $184,146 due to management's decision to relocate
the  business  from California to Nevada and to focus  on  the  Kelley  business
opportunity.
COST  OF  REVENUES
------------------

Cost  of  revenues  for  the  three  months ended March 31, 2006 were $5,799,302
compared  to  $424,078  for  the  three months ended March 31, 2005. Our Cost of
Revenue increased for the three months ended March 31, 2006 when compared to the
same period in 2005 due primarily to the acquisition of Kelley during 2005 which
accounted  for  $5,678,853.  Such  amounts  were offset by a decrease in cost of
revenues for NIC of $204,915 and COM of $119,948 due to management's decision to
relocate  the  business  from  California  to  Nevada and to focus on the Kelley
business  opportunity.

GROSS  MARGINS
--------------

Gross margins for the three months ended March 31, 2006 were $1,006,844 or 14.8%
compared  to  $326,638  or  44%  for  the three months ended March 31, 2005. The
decrease  in  gross  margin is attributable to management's decision to focus on
revenue  growth  and  profitability  with  its  acquisition  of  Kelley in 2005.

OPERATING  EXPENSES
-------------------

Operating  Expenses  for  the  three  months  ended  March  31,  2006 $1,673,941
compared  to $7,382,203 for the three months ended March 31, 2005.  The decrease
was  due primarily to the charge of $6,476,085 in Officer Compensation resulting
from  the  issuance  of  warrants  to purchase common stock to certain officers.
Investor  relations  expenses  were  $115,510 in  2006,  compared to $347,318 in
2005,  while  office salaries were $550,051 in 2006 compared to $210,255 in 2005
primarily  as  a result of the Kelley acquisition.  Other significant components
of operating expenses for the three months ended March 31, 2006 included rent of
$117,538,  insurance  of  $103,569  and  professional  fees  of  $95,793.

OTHER  INCOME  (EXPENSE)
------------------------
Other  Income (Expense) for the three months ended March 31, 2006 was ($662,133)
compared  to  ($172,177) for the three months ended March 31, 2005. The increase
in  Other  Expenses  is  primarily  due to interest expense for the three months
ended  March  31, 2006 of ($557,786) compared to ($172,177) for the three months
ended  March 31, 2005 due to increased borrowings. In addition, we experienced a
loss  on sale of assets of ($104,347) for the three months ended March 31, 2006.

NET  LOSS
---------
Net  Loss for the three months ended March 31, 2006 was ($1,329,230) compared to
($7,227,742)  for  the  three  months  ended March 31, 2005 primarily due to the
increased  borrowings  and ensuing interest expense and Management's decision to
wind  down  the operations of NIC resulting in a reduction of revenue to $0 with
expenses of $524,856 for the three months ended March 31, 2006, coupled with the
acquisitions  of Kelley and Com Services during 2005, which generated Net Losses
of  ($86,825) and ($237,982), respectively, for the three months ended March 31,
2006.

BASIC  AND  DILUTED  LOSS  PER  SHARE
-------------------------------------
Our basic and diluted loss for the three months ended March 31, 2006 was ($0.03)
compared to ($0.31) for the three months ended March 31, 2005 due to an increase
in  our  net  loss,  as  described  above.

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

As of March 31, 2006, our Current Assets were $6,049,792 and Current Liabilities
were  $8,164,848.  Cash  and cash equivalents were $1,232,706. Our Stockholders'
Equity  at  March  31,  2006  was  $752,940.  We  had a net usage of cash from
operating  activities  for  the  three  months  ended March 31, 2006 and 2005 of
$(727,886)  and  ($260,417),  respectively.  We  had  a  net  usage of cash from
investing  activities  for  the  three  months  ended March 31, 2006 and 2005 of
$(122,480)  and  $(706,747), respectively. We had net cash provided by financing
activities  of $1,644,605 and $472,414 for three months ended March 31, 2006 and
2005,  respectively. We had $3,964,195 from borrowings in the period ended March
31,  2006  as  compared  to  $488,595  in  the  corresponding  period last year.

Historically,  we  have operated from a cash flow deficit funded by outside debt
and equity capital raised including funds provided by Dutchess Private Equities,
L.P., Dutchess Private Equities Fund II, L.P. and Preston Capital Partners, Inc.
Without  the  continued  availability  of  external  funding,  we  would have to
materially  curtail our operations and plans for expansion. Our plan to continue
operations  in  relation  to  our going concern opinion is to continue to secure
additional  equity  or  debt  capital although there can be no guarantee that we
will  be  successful  in  our  efforts.

                                       12
<PAGE>

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

During  2006, we entered into the following factoring and security agreements to
sell,  transfer  and  assign  certain  accounts  receivable  to Dutchess Private
Equities  Fund,  LP.  Dutchess  may on its sole discretion purchase any specific
account.  All  accounts sold are with recourse on seller. All of our property at
our  NIC  subsidiary  including  accounts receivable, inventories, equipment and
promissory  notes  are collateral under these agreements. The difference between
the  face  amount of each purchased account and advance on the purchased account
shall  be  reserved and will be released after deductions of discount and charge
backs.  In  addition,  Dutchess  charges  finance  fees in connection with these
agreements.

  Date      Amount   Financing  Fees
---------  ----------  ---------------
4/13/2006   $500,000     $5,000
4/12/2006   $200,000     $5,000
3/27/2006   $450,000     $5,000
3/20/2006   $650,000     $5,000
3/9/2006    $360,000     $5,000
2/21/2006   $100,000     $5,000
2/16/2006   $850,000     $5,000
1/30/2006   $150,000     $5,000
1/27/2006     $650,000   $5,000
            -------------------
Totals    $3,910,000    $45,000
          =====================

As  of May 12, 2006, we have repaid approximately $2,507,000 to Dutchess related
to  the  above  factoring  transactions.

On  April  19,  2006,  the  Company  issued $12,120 in convertible debentures to
Dutchess  Private  Equities II, LP. The convertible debentures carry an interest
rate  of  8% per annum, and are due on April 19, 2011. Interest payments are due
on  a  monthly  basis until the principal balance is paid in full. The Holder is
entitled  to  convert  the face amount of the Debentures, plus accrued interest,
anytime  following  the  Closing  Date,  at  the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii)  seventy  five  cents  ($0.75)  ("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.

On  May  1,  2006,  the  Company  issued  $252,000  in convertible debentures to
Dutchess  Private  Equities II, LP. The convertible debentures carry an interest
rate  of  10%  per annum, and are due on May 1, 2011. Payments are not mandatory
during the term of the convertible debenture. However, the Company maintains the
right  to  pay the balance in full without penalty at any time. These debentures
were  issued with a discounted price from the face value of $210,000. The Holder
is entitled to convert the face amount of the Debentures, plus accrued interest,
anytime  following  the  Closing  Date,  at  the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii) forty one cents ($0.41) ("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.  Additionally,  the Company issued warrants to purchase 123,000 shares of
the  Company's common stock at forty-one cents ($0.41) per share for a period of
five  years.

COMMITMENTS
-----------

We  assumed  a  $100,000  revolving line of credit with a Bank with a balance of
$100,538  in  connection with the COM acquisition. This note bears interest at a
variable  rate, which was 9.75% as of December 31, 2005, and was called due as a
result  of  the  acquisition of Kelley, which was determined to be a significant
change  in our control. The balance outstanding as of March 31, 2006 was $4,113.
As  of the date of these financial statements, this revolving line of credit has
been  paid  in  full.

Upon  the  acquisition  of  Kelley, we contracted a note payable to a Bank dated
August  30,  2005,  and  carrying  interest at a variable rate,2% over the Prime
Rate,  or  9.50%  as  of March 31, 2006. Principal payments of $20,834 per month
are  due  on  this note through September 15, 2008. We had a balance of $624,049
outstanding  as  of March 31, 2006 which included a current portion of $250,033.

Upon  the  acquisition  of  Kelley, we contracted a note payable to a Bank dated
September 20, 2005 and carrying interest at a fixed rate of 7.50%. Principal and
interest  payments  of $32,672 per month are payable through September 20, 2008.
The  balance  of  $889,909  remained  outstanding  as  of  March  31,  2006  and
included  a  current  portion  of  $336,724.

Upon  the acquisition of Kelley, we assumed a note payable to a Bank, secured by
an  automobile,  carrying  interest  at  a  fixed  rate  of 5.75%. Principal and
interest payments of $371 per month are payable through May 5, 2009. The balance
of  $12,470  remained  outstanding  as  of  March  31,  2006.

Upon  the acquisition of Kelley, we assumed a note payable to a Bank, secured by
an  automobile,  carrying  interest  at  a  fixed  rate  of 5.75%. Principal and
interest payments of $369 per month are payable through May 5, 2009. The balance
of  $12,526  remained  outstanding  as  of  March  31,  2006.

We contracted a $126,000 note payable in January 2005 in connection with the COM
acquisition.  This  note  bears  interest  at  6.00%  and  is payable in monthly
installments of $8,000 for nine months and $6,000 for the following nine months,
the  final  payment  being  due  in  January 2007. The balance outstanding as of
March  31,  2006  was  $53,250.

We  contracted a $54,000 note payable in January 2005 in connection with the COM
acquisition.  This  note  bears  interest  at  6.00%  and  is payable in monthly
installments  of $2,250, maturing in January 2007. The balance outstanding as of
March  31,  2006  was  $22,891.


Upon  the acquisition of Kelley, we assumed a note payable to a Bank, secured by
three  automobiles,  carrying  interest  at a fixed rate of 6.25%. Principal and
interest  payments  of  $1,536  per month are payable through March 7, 2008. The
balance  of  $34,628  remained  outstanding  as  of  March  31,  2006.

During  the  year  ended  December  31,  2003,  we issued $90,000 in convertible
debentures  to  certain of our shareholders. The convertible debentures carry an
interest  rate  of  6%  per  annum,  and are due in April 2008. Payments are not
mandatory during the term of the convertible debenture. However, we maintain the
right  to  pay  the  balance  in full without penalty at any time. The Holder is
entitled  to  convert  the face amount of the Debentures, plus accrued interest,
anytime  following  the  Closing  Date,  at  the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii)  100% of the closing bid prices for the twenty 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 balance
outstanding  on  these  convertible debentures as of March 31, 2006 was $25,000.

                                       13
<PAGE>

During  the  year  ended  December  31,  2003, we issued $338,000 in convertible
debentures to Dutchess Private Equities, LP. The convertible debentures carry an
interest  rate  of  6% per annum, and are due between April and October of 2008.
Payments  are  not  mandatory  during  the  term  of  the convertible debenture.
However, we maintain the right to pay the balance in full without penalty at any
time.  The Holder is entitled to convert the face amount of the Debentures, plus
accrued  interest,  anytime following the Closing Date, at the lesser of (i) 75%
of  the  lowest  closing  bid price during the fifteen trading days prior to the
Conversion  Date  or  (ii) 100% of the closing bid prices for the twenty 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 balance outstanding on these convertible debentures as of March
31,  2006  was  $316,400.

During  the  year  ended  December 31, 2004, we issued $1,867,718 in convertible
debentures to Dutchess Private Equities, LP. The convertible debentures carry an
interest  rate of 6% and 8% per annum, and are due between February and December
of  2009.  Payments  are  not  mandatory  during  the  term  of  the convertible
debenture.  However,  we  maintain  the right to pay the balance in full without
penalty  at  any time. These debentures were issued with a discounted price from
the face value of $248,600. The Holder is entitled to convert the face amount of
the  Debentures,  plus  accrued interest, anytime following the Closing Date, at
the lesser of (i) 75% of the lowest closing bid price during the fifteen trading
days prior to the Conversion Date or (ii) 100% of the closing bid prices for the
twenty  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 year
ended  December  31,  2005  has  been  recorded  in  the  amount  of  $511,275.
Additionally,  we  issued  warrants  to  purchase 1,286,000 shares of our common
stock  at  varying  exercise  prices  between  $1.73  and $1.90 per share. These
warrants  were  valued  at  $466,790  and  will be amortized as interest expense
through the maturity date of the convertible debentures. The balance outstanding
on  these  convertible  debentures  as  of  December  31,  2005  was $1,830,210.

During  the  year  ended  December 31, 2005, we issued $2,136,360 in convertible
debentures to Dutchess Private Equities II, LP. The convertible debentures carry
an  interest  rate  of  6%  and  8%  per annum, and are due between February and
December  of 2009. Payments are not mandatory during the term of the convertible
debenture.  However,  we  maintain  the right to pay the balance in full without
penalty  at  any time. These debentures were issued with a discounted price from
the face value of $340,000. The Holder is entitled to convert the face amount of
the  Debentures,  plus  accrued interest, anytime following the Closing Date, at
the lesser of (i) 75% of the lowest closing bid price during the fifteen trading
days prior to the Conversion Date or (ii) 100% of the closing bid prices for the
twenty  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 year
ended  December  31,  2005  has  been  recorded  in  the  amount  of  $529,500.
Additionally,  we issued warrants to purchase 1,020,000 shares of the our common
stock  at  varying  exercise  prices  between  $1.03  and $1.83 per share. These
warrants  were  valued  at  $387,184  and  will be amortized as interest expense
through the maturity date of the convertible debentures. The balance outstanding
on  these  convertible  debentures  as  of  December  31,  2005  was $2,136,360.

During  the  year  ended  December  31,  2005, we issued $350,000 in convertible
debentures to Preston Capital Partners, Inc. The convertible debentures carry an
interest  rate of 6% and 8% per annum, and are due between February and December
of  2009.  Payments  are  not  mandatory  during  the  term  of  the convertible
debenture.  However,  we  maintain  the right to pay the balance in full without
penalty  at  any time. These debentures were issued with a discounted price from
the face value of $340,000. The Holder is entitled to convert the face amount of
the  Debentures,  plus  accrued interest, anytime following the Closing Date, at
the lesser of (i) 75% of the lowest closing bid price during the fifteen trading
days prior to the Conversion Date or (ii) 100% of the closing bid prices for the
twenty  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 year
ended  December 31, 2005 has been recorded in the amount of $87,500. The balance
outstanding  on  these  convertible  debentures  as  of  December  31,  2005 was
$350,000.

On  April  19,  2006,  we  issued  $12,120 in convertible debentures to Dutchess
Private Equities II, LP. The convertible debentures carry an interest rate of 8%
per annum, and are due on April 19, 2011. Interest payments are due on a monthly
basis  until  the  principal  balance is paid in full. The Holder is entitled to
convert  the  face  amount  of  the  Debentures,  plus accrued interest, anytime
following  the  Closing Date, at the lesser of (i) 75% of the lowest closing bid
price  during  the  fifteen  trading  days  prior to the Conversion Date or (ii)
seventy five cents ($0.75) ("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.

On  May  1,  2006,  the  Company  issued  $252,000  in convertible debentures to
Dutchess  Private  Equities II, LP. The convertible debentures carry an interest
rate  of  10%  per annum, and are due on May 1, 2011. Payments are not mandatory
during the term of the convertible debenture. However, the Company maintains the
right  to  pay the balance in full without penalty at any time. These debentures
were  issued with a discounted price from the face value of $210,000. The Holder
is entitled to convert the face amount of the Debentures, plus accrued interest,
anytime  following  the  Closing  Date,  at  the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii) forty one cents ($0.41) ("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.  Additionally,  the Company issued warrants to purchase 123,000 shares of
the  Company's common stock at forty-one cents ($0.41) per share for a period of
five  years.

Upon  the acquisition of Kelley, we issued $360,000 in convertible debentures to
an individual unaffiliated with us. The convertible debentures carry an interest
rate  of  0.00%  and  are due in September of 2006. These debentures were issued
with  a  discounted price from the face value of $60,000. The Holder is entitled
to  convert  the  face  amount of the Debentures, plus accrued interest, anytime
following  the  Closing Date, at the lesser of (i) 75% of the lowest closing bid
price  during the fifteen trading days prior to the Conversion Date or (ii) 100%
of  the closing bid prices for the twenty trading days immediately preceding the
Closing  Date.  In  accordance  with  EITF 00-27 98-5, the beneficial conversion
feature on the issuance of the convertible debenture for the year ended December
31,  2005  has  been  recorded  in  the  amount  of  $90,000.

Upon  the  acquisition  of Kelley, we assumed $540,000 in convertible debentures
due  to  Michael  Kelley, who is now a member of our Board of Directors.  At the
time  of  the  transaction,  Michael  Kelley  was  not  affiliated  with us. The
convertible  debentures carry an interest rate of 0.00% and are due in September
of  2006.  These  debentures  were issued with a discounted  price from the face
value  of  $90,000.  The  Holder  is entitled to convert the  face amount of the
Debentures, plus accrued interest, anytime following the Closing  Date,  at  the
lesser  of  (i)  75% of the lowest closing bid price during the  fifteen trading
days  prior to the Conversion Date or (ii) 100% of the closing  bid  prices  for
the  twenty  trading days immediately preceding the Closing  Date. In accordance
with  EITF  00-27  98-5,  the  beneficial  conversion  feature  on  the issuance
of  the  convertible  debenture  for  the  year ended December 31, 2005 has been
recorded  in  the  amount  of  $135,000.

Upon  the acquisition of Kelley, we assumed $492,856 in various notes payable to
Michael  Kelley,  who  is now a member of our Board of Directors. At the time of
the  transaction,  Michael  Kelley was not affiliated with us. The notes payable
carried  interest  at a fixed rate of 5.00%. These notes payable were refinanced
on  October  7, 2005 with a $492,856 note payable carrying interest at 6.00% and
requiring  24  monthly  payments  of  $17,412  in principal and interest through
September  2007.  The  balance  of  $299,055,  including  a  current  portion of
$196,341,  remained  outstanding  as  of  March  31,  2006.

OTHER  COMMITMENTS

On  April  1,  2003,  Kelley  entered  into  a  lease agreement with RMS Limited
Partnership,  for office and warehouse space located at 5625 Arville Street, Las
Vegas,  Nevada.  The lease term is for 66 months and ends on September 30, 2008.
We  acquired  this obligation with the acquisition of Kelley.  Rent expense from
September  22, 2005 through December 31, 2005 amounted to approximately $47,000.
Kelley  is  obligated  to  pay  rent  amounts  as  follows:

For  the  year  ended:

     March  31,  2007               $155,000
     March  31,  2008               $162,000
     March  31,  2009               $ 70,000

Kelley may extend the lease for two additional terms of three years from October
1,2008  to September 30, 2011 and from October 1, 2011 to September 30, 2014, at
a  4%  annual  increase  in  rent.

We  are  obligated  to  pay  $120,000  at $10,000 per month, for the years ended
December  31, 2006, through December 31, 2010, related to an exclusive five year
reseller agreement with Simplikate, a software company, dated December 30, 2005.

Payroll  tax liabilities of $354,376 and $371,213, are payable at March 31, 2006
and  December  31,  2005,  respectively.  As  of  the  date  of  these financial
statements,  we  are in negotiations with the IRS for repayment terms. While the
negotiations are taking place, we have made five payments of $15,000 each, until
final  settlements  amount  are  agreed  upon.

We  are  obligated  to  pay  $84,000  over  a 12 month period in settlement of a
lawsuit.  We  have  paid the first four monthly installments as of May 15, 2006.

We  are  obligated  to  pay  approximately  $1,403,000 to Dutchess under various
factoring  agreements  we  have executed with them in 2006.  Such amounts due to
Dutchess  are  related  to  receivables to be collected by Kelley and Com during
2006.

MATERIAL  TRENDS  AND  UNCERTAINITIES

During  the first quarter of 2006, we continued to wind down business operations
at  our COM and NIC subsidiaries, while continuing to focus on the growth of our
Kelley  subsidiary.  Kelley's  primary  focus is providing complex communication
technology  and  systems  networks  to  the  gaming  industry.

During  the  first  quarter  of  2006,  we continued to service Kelley's largest
contract,  the  Red  Rock  Casino  project  in  Las Vegas, Nevada. This contract
required us to design and install most of the audio/visual systems in the Casino
in  addition  to  the  design  and  installation  of  the  Race  and Sports book
technology  and  designing  and  installing various other systems throughout the
hotel  and  casino.  We  completed  approximately  25% of the work in the fourth
quarter of 2005 and completed an additional 60% of the work in the first quarter
of  2006,  generating  approximately  $5  million  in  revenues during the first
quarter  of 2006. We expect to complete the remaining work on the project during
the  second  quarter of 2006. The Red Rock project represented approximately 74%
of  our  revenue  during  the  first quarter of 2006 and we expect a decrease in
revenues to approximately $1 million from this contract in the second quarter of
2006.

We  used  a  substantial  amount of our resources to service and deliver the Red
Rock  project.  As  a  result, our business development, and sales and marketing
efforts  decreased  during  this  time  period  and in some cases, we redeployed
personnel  from  other  projects  in  process  to service and deliver on the Red
Rock  project.  As  a  result,  we  expect to experience a decrease in revenues,
cash  flows  and  net income in the second quarter of 2006, while we reestablish
our business development, and  sales  and  marketing  efforts  and  service  and
deliver on other ongoing projects.  It  is  possible that the effects of the Red
Rock  Casino  contract  will  occur in  the  third  quarter  of  2006  as  well.

We experienced gross margins of 15% in the first quarter of 2006 compared to 18%
for  the  year ended December 31, 2005. The decrease in our margins is primarily
related to the wind down of the NIC and COM businesses, which had better margins
than  those  experienced  by  Kelley.  However,  Kelley  experienced  margins of
approximately 11% in the fourth quarter of 2005, compared with approximately 15%
in  the  first  quarter of 2006. Even though gross margins are increasing at the
Kelley  subsidiary,  they  are  still  lower than what is necessary to cover our
operating  costs. Low gross margins, coupled with the large dollar value that is
held  in  retention  on  the  Red  Rock project have created continued cash flow
shortages.  As  a result, we have had to factor receivables with Dutchess and we
continue  to  experience  cash  flow  short  falls. If such cash flow shortfalls
continue,  it  will have an adverse impact on our relationships with our vendors
and  may  impact  our ability to service our clients and deliver our projects on
time  and  on  budget, which will have an adverse impact on our net revenues and
net  income.  While  we  are actively assessing our cash flow needs and pursuing
multiple  avenues  of  financing  and  cash  flow  generation,  there  can be no
assurance  that  our  activities  will  be  successful.

Management has been aggressively addressing the need to increase our margins and
reduce  operating  costs.  Some of our strategies include improving our contract
pricing  with our customers, negotiating more favorable contract terms that will
allow  us  to  bill  for  additional  work,  longer lead times for purchasing of
materials,  negotiating  with  better payment terms and obtaining discounts with
vendors  and  suppliers, and a slight reduction in our head count.  We currently
expect slight increases in our margins for the second and third quarters of 2006
and  a decline in revenues, both primarily due to the completion of the Red Rock
project.

As  of May 15, 2006, we are experiencing a cash shortage. Accounts receivable in
the  amount of approximately $1,014,000 are currently due from Stations Casinos,
for  the  Red  Rock project and the Green Valley project. It is anticipated that
such  amounts  will be collected in full by May 31, 2006, or sooner. Should such
amounts not be collected, we intend to factor such receivables with Dutchess, or
another  factoring  source,  if  Dutchess  chooses  not  to  lend  against  such
receivables.  In  the  event  that  we  do  not collect such receivables and are
unsuccessful in factoring such amounts, we will be in need of a cash infusion of
approximately  $1  million  in  order  to  cover  our  operating  costs.

We  began the Green Valley project during the first quarter of 2006. Between May
15,  2006  and  December  31, 2006 we will continue to generate ongoing revenues
from  Stations  Casinos  on  the  Green  Valley Ranch project in the approximate
amount  of  $3  million.  However, we may experience cash shortages from time to
time  during  this  period  due  to  the  nature  of  the timing of our material
purchasing requirements and our general and administrative costs, related to our
billing cycles and the timing of our cash collections. If and when we experience
such  cash shortages, we plan to continue to factor our receivables from Station
Casinos  with  Dutchess,  or  another  factoring source should Dutchess not lend
against such receiveables. If we are unsuccessful in collecting our receiveables
timely  and  are  unable  to  factor our receivables, if and when cash shortages
arise,  we  will  scale  back operations, including reductions in head count and
other  general  and administrative expenses, which may have a detrimental impact
on  our  ability  to  continue  as  a  going  concern.

As  a  result of winding down the operations of our NIC subsidiary, we no longer
generate  revenues  from  that  subsidiary.  However, we continue to pay monthly
amounts  to various third parties for obligations related to the past operations
of  NIC.  Between  May  2006  and  December  2006,  we  are  obligated  to  pay
approximately  $125,000  per  month,  on  average.  Should  our  cash flows from
operations  be  insufficient  to  cover  such  monthly obligations, we intend to
renegotiate  such  obligations  for  extended  payment terms and/or we intend to
request  additional  financing  from  Dutchess, as we have in the past. However,
there  can  be  no  assurance  that  we will be successful in renegotiating such
payment  amounts  nor  can there be any assurance that Dutchess will continue to
fund  such  obligations  by  further  investing  in  our  company.

Notes  payable in the amount of $900,000, are due in September 2006. If our cash
flows  are  insufficient to cover the repayment terms of such debt, we intend to
aggressively  pursue  refinancing  such  obligations  and/or  raising additional
financing  from  third  parties and to use such proceeds to pay down the amounts
owed.  However,  there can be no assurance that such refinancing efforts or such
fund raising efforts will be successful. If we are unable to refinance such debt
obligations  and  should we be unable to raise financing from outside sources to
repay  amounts  owed  and/or to cover our operating expenses, we will scale back
operations,  including  reductions  in  head  count  and  other  general  and
administrative  expenses,  which may have a detrimental impact on our ability to
continue  as  a  going  concern.



SUBSIDIARIES
As  of  March  31,  2006,  we  had  four  wholly-owned  subsidiaries,  Network
Installation  Corp.,  Del  Mar Systems International, Inc., Kelley Communication
Company,  Inc,  and  Com  Services,  Inc.

                                       14
<PAGE>

 ITEM  3.  CONTROLS  AND  PROCEDURES.

As  of  the  end  of the period covered by this Annual Report on Form 10-QSB, an
evaluation  was  performed under the supervision, and with the participation of,
our  management,  including  the  individual serving as both our Chief Executive
Officer  and  Chief  Financial  Officer,  of the effectiveness of the design and
operation  of our disclosure controls and procedures (as defined in Rules 13a-14
and  15d-14  of  the Securities Exchange Act of 1934). Based on that evaluation,
our  Chief  Executive  Officer  and  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 (i) is recorded, processed, summarized and reported within
the  time  periods  specified  in  Securities  and Exchange Commission rules and
forms, and (ii) is accumulated and communicated to our management, including our
Chief  Executive  Officer  and Chief Financial Officer, as appropriate, to allow
timely  decisions  regarding  required  disclosure.  Our disclosure controls and
procedures are designed to provide reasonable assurance that such information is
accumulated  and  communicated  to  our  management. Our disclosure controls and
procedures  include components of our internal control over financial reporting.
Management's  assessment  of  the  effectiveness  of  our  internal control over
financial  reporting  is expressed at the level of reasonable assurance that the
control  system,  no  matter  how  well  designed and operated, can provide only
reasonable,  but  not  absolute,  assurance that the control system's objectives
will  be  met.

There  was  no  change  in  our  internal  controls,  which  are included within
disclosure  controls  and  procedures, during our most recently completed fiscal
quarter  that  has  materially  affected,  or is reasonably likely to materially
affect,  our  internal  controls.

PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

On  January  24,  2005,  we filed an action in the Superior Court of California,
County  of  Orange  against  Steve and Dorota Pearson for damages and injunctive
relief based on alleged fraud and breach of contract relating to our purchase of
Del Mar Systems International, Inc. from Steve and Dorota Pearson. The complaint
was  amended  on  March  14,  2005 to seek rescission of our purchase of Del Mar
Systems  from Steve and Dorota Pearson. The Defendant filed a cross-complaint in
the above action seeking recovery under various employment and contract theories
for  unpaid  compensation, expenses and benefits totaling approximately $90,000.
Defendant also sought payment of an outstanding balance of a note related to the
purchase  by  us  of  Del  Mar  Systems totaling approximately $85,000. Further,
Defendant  was  seeking  injunctive relief for enforcement of the stock purchase
agreement of Del Mar Systems. This case was settled and we agreed to pay $84,000
over  a 12 month period and we also agreed to issue 300,000 shares of our common
stock.  To  date,  we have paid four of the required monthly installments and we
have  issued the 300,000 shares of common stock at $.45 per share on the date of
issuance.  At  December  31,  2005,  we  had  accrued  $170,000 in its financial
statements  related  to  this  matter.

                                       15
<PAGE>

In  March 2006, Lisa Cox sued Kelley Technologies, Mr. Kelley personally and us,
claiming damages related to promises she alleges were made to her husband, prior
to  her  husband's  death.  The  alleged  promises  made  resulted from business
transactions with Kelley and/or its affiliates and/or subsidiaries, prior to our
acquisition of Kelley. The suit was filed in Clark County, Nevada. At this time,
it  is  too  early  to  determine  the  outcome  of  such  allegations, however,
management intends to vigorously defend the claim. No adjustments have been made
in  the  accompanying  financial  statements as a result of this allegation, and
management  believes that in the event Ms. Cox is successful in her pursuit, the
impact  on  us  will  not  be  material.


We  may  be  involved in litigation, negotiation and settlement matters that may
occur  in our day-to-day operations. Management does not believe the implication
of  these  litigations  will,  including  those discussed above, have a material
impact  on  our  financial  statements.

ITEM  2.  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS.

On  January  3, 2006, we issued 160,000 warrants to purchase common stock, at an
exercise  price  of  $0.60. The warrants were issued as an inducement to certain
shareholders  to  invest in the Company and were valued at $23,168. The warrants
will  be amortized over the effective term of the warrant agreement, five years,
or  upon  exercise,  whichever  event  occurs  first.

On  January  24,  2006,  we issued 300,000 shares of Common Stock related to the
acquisition  of  DMSI  and in accordance with a settlement agreement between the
Company  and  the  former  shareholders  of  DMSI.

On March 10, 2006, we issued warrants to purchase approximately 2,887,600 shares
of  common stock in exchange for 2,880,000 shares of common stock to be returned
to  the  Company.

On  March  13,  2006, we issued 146,000 warrants to purchase common stock, at an
exercise  price  of  $0.50. The warrants were issued as an inducement to certain
shareholders  to invest in the Company and were valued at $21,581 . The warrants
will  be amortized over the effective term of the warrant agreement, five years,
or  upon  exercise,  whichever  event  occurs  first.

3.  DEFAULTS  UPON  SENIOR  SECURITIES.

NONE.

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

NONE.

ITEM  5.  OTHER  INFORMATION.
NONE.

                                       16
<PAGE>

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

Exhibits

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

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

3.1  Articles of Incorporation, dated March 24, 1998 (included as exhibit 3.1 to
the  Form  10-SB  filed  March  5,  1999, and incorporated herein by reference).

3.2  By-laws,  dated  March  24, 1998 (included as exhibit 3.2 to the Form 10-SB
filed  March  5,  1999,  and  incorporated  herein  by  reference).

3.3  Amendment  to  By-laws, dated May 6, 1999 (included as exhibit 3.2.2 to the
Form  10-SB  filed  May  14,  1999,  and  incorporated  herein  by  reference).

3.4  Certificate  of Amendment of Articles of Incorporation (included as exhibit
3.2  to  the  Form  8-K  filed  November  29,  2000,  and incorporated herein by
reference).

3.5  Certificate  of Amendment of Articles of Incorporation (included as exhibit
3.3  to  the  Form  8-K  filed  November  29,  2000,  and incorporated herein by
reference).

3.6  Certificate  of  Amendment  to Articles of Incorporation, dated January 10,
2003  (included  as  exhibit  3.3  to  the Form 10-KSB filed April 15, 2003, and
incorporated  herein  by  reference).

3.7  Certificate  of  Amendment  to the Certificate of Incorporation, dated June
26,  2003  (included  as exhibit 4.1 to the Form 10-QSB filed November 13, 2003,
and  incorporated  herein  by  reference).

4.1 Warrant #101 issued to C.C.R.I. Corp., dated September 29, 2003 (included as
exhibit  4.1 to the Form SB-2 filed October 16, 2003, and incorporated herein by
reference).

4.2 Warrant #102 issued to C.C.R.I. Corp., dated September 29, 2003 (included as
exhibit  4.2 to the Form SB-2 filed October 16, 2003, and incorporated herein by
reference).

4.3  Convertible  Debenture  Exchange Agreement between the Company and Dutchess
Private  Equities  Fund  LP, dated February 27, 2004 (included as exhibit 4.1 to
the  Form  10-QSB  filed  May  24,  2004, and incorporated herein by reference).

4.4  Form  of  Debenture  between the Company and Dutchess Private Equities Fund
LP,  dated  March  1, 2004 (included as exhibit 4.2 to the Form 10-QSB filed May
24,  2004,  and  incorporated  herein  by  reference).

4.5  Form  of  Debenture between the Company and Dutchess Private Equities Fund,
II, L.P., dated March 31, 2004 (included as exhibit 4.3 to the Form 10-QSB filed
May  24,  2004,  and  incorporated  herein  by  reference).

4.6  Convertible  Debenture  Agreement  between the Company and Dutchess Private
Equities  Fund,  II,  dated  March 31, 2004 (included as exhibit 4.8 to the Form
10-QSB  filed  August  23,  2004,  and  incorporated  herein  by  reference).

4.7  Convertible  Debenture  Agreement  between the Company and Dutchess Private
Equities  Fund,  II,  dated  April  8, 2004 (included as exhibit 4.9 to the Form
10-QSB  filed  August  23,  2004,  and  incorporated  herein  by  reference).

4.8  Convertible  Debenture  Agreement  between the Company and Dutchess Private
Equities  Fund,  II,  dated April 13, 2004 (included as exhibit 4.10 to the Form
10-QSB  filed  August  23,  2004,  and  incorporated  herein  by  reference).

4.9  Form  of  Warrant,  dated May 18, 2004 (included as exhibit 4.6 to the Form
SB-2  filed  July  27,  2004,  and  incorporated  herein  by  reference).

4.10  Form  of  Warrant, dated May 26, 2004 (included as exhibit 4.7 to the Form
SB-2  filed  July  27,  2004,  and  incorporated  herein  by  Reference).

4.11  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  II,  dated  September 25, 2004 (included as exhibit 4.11 to the
Form  10-QSB  filed  November  22,  2004,  and  incorporated  herein  by
reference).

4.12  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  II,  dated  October  21,  2004  (included  as  exhibit  4.12 to
the  Form  10-KSB  filed  May  6,  2005,  and incorporated herein by reference).

4.13  Form  of  Warrant, dated October 21, 2004 (included as exhibit 4.13 to the
Form  10-KSB  filed  May  6,  2005,  and  incorporated  herein  by  reference).

4.14  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities Fund, II, L.P., dated November 2, 2004 (included as exhibit 4.14 to the
Form  10-KSB  filed  May  6,  2005,  and  incorporated  herein  by  reference).

4.15  Form  of  Warrant, dated November 2, 2004 (included as exhibit 4.15 to the
Form  10-KSB  filed  May  6,  2005,  and  incorporated  herein  by  reference).

4.16  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  II, L.P.,  dated  November  9,  2004  (included as exhibit 4.16
to  the  Form  10-KSB  filed May 6, 2005, and incorporated herein by reference).

4.17  Form  of  Warrant,  dated  November  9,  2004  (included  as  exhibit 4.17
to  the  Form  10-KSB  filed May 6, 2005, and incorporated herein by reference).

4.18  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  L.P.,  dated  December  1,  2004  (included  as exhibit 4.18 to
the  Form  10-KSB  filed  May  6,  2005,  and incorporated herein by reference).

4.19  Form  of  Warrant,  dated  December  1,  2004  (included  as  exhibit 4.19
to  the  Form  10-KSB  filed May 6, 2005, and incorporated herein by reference).

4.20  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  L.P.,  dated  December 9, 2004 (included as exhibit 4.20 to the
Form  10-KSB  filed  May  6,  2005,  and  incorporated  herein  by  reference).

4.21  Form  of  Warrant,  dated  December  9,  2004  (included  as  exhibit 4.21
to  the  Form  10-KSB  filed May 6, 2005, and incorporated herein by reference).

4.22  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  L.P.,  dated  December  22,  2004  (included as exhibit 4.22 to
the  Form  10-KSB  filed  May  6,  2005,  and incorporated herein by reference).

4.23  Form  of  Warrant,  dated  December  22,  2004  (included  as exhibit 4.23
to  the  Form  10-KSB  filed May 6, 2005, and incorporated herein by reference).

4.24  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II, LP, dated January 6, 2005 (included as exhibit 4.24 to the Form 10-QSB filed
May  24,  2005,  and  incorporated  herein  by  reference).

4.25  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II, LP, dated January 6, 2005 (included as exhibit 4.25 to the Form 10-QSB filed
May  24,  2005,  and  incorporated  herein  by  reference).

4.26  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  January  21,  2005 (included as exhibit 4.26 to the Form 10-QSB
filed  May  24,  2005,  and  incorporated  herein  by  reference).

4.27  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  January  21,  2005 (included as exhibit 4.27 to the Form 10-QSB
filed  May  24,  2005,  and  incorporated  herein  by  reference).

4.28  Form  of  Debenture between the Company and Preston Capital Partners, LLC,
dated  February  3,  2005 (included as exhibit 4.28 to the Form 10-QSB filed May
24,  2005,  and  incorporated  herein  by  reference).

4.29  Form  of  Debenture between the Company and Preston Capital Partners, LLC,
dated  February  10, 2005 (included as exhibit 4.29 to the Form 10-QSB filed May
24,  2005,  and  incorporated  herein  by  reference).

4.30  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP, dated April 22, 2005 (included as exhibit 4.30 to the Form 10-QSB filed
July  29,  2005,  and  incorporated  herein  by  reference).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.50  Form  of  Debenture  between  the  Company  and  Preston Capital Partners,
dated  July  20,  2005  (included  as exhibit 4.50 to the 10QSB/A filed November
22,  2005,  and  incorporated  herein  by  reference).

4.51  Form  of  Debenture  between  the  Company  and  Preston Capital Partners,
dated  August 17,  2005  (included as exhibit 4.51 to the 10QSB/A filed November
22,  2005,  and  incorporated  herein  by  reference).

4.52  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  September  14,  2005  (included  as exhibit 4.52 to the 10QSB/A
filed  November  22,  2005,  and  incorporated  herein  by  reference).

4.53  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  September  14,  2005  (included  as exhibit 4.53 to the 10QSB/A
filed  November  22,  2005,  and  incorporated  herein  by  reference).

4.54  Form  of Debenture between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  September  19,  2005  (included  as exhibit 4.54 to the 10QSB/A
filed  November  22,  2005,  and  incorporated  herein  by  reference).

4.55  Warrant  Agreement between the Company and Dutchess Private Equities Fund,
II,  LP,  dated  September  19,  2005  (included  as exhibit 4.55 to the 10QSB/A
filed  November  22,  2005,  and  incorporated  herein  by  reference).

4.56  Common  Stock  for  Warrant  Exchange  Agreement  between  the Company and
Dutchess  Private  Equities  Fund, LP, dated March 10, 2006 (included as exhibit
4.1 to the Form 8-K filed March 20, 2006, and incorporated herein by reference).

4.57  Common  Stock  for  Warrant  Exchange  Agreement  between  the Company and
Dutchess  Advisors,  Ltd.,  dated March 10, 2006 (included as exhibit 4.2 to the
Form  8-K  filed  March  20,  2006,  and  incorporated  herein  by  reference).

10.1  Reseller  Agreement between the Company and Vivato, Inc., dated August 14,
2002  (included  as exhibit 10.1 to the Form 10-QSB filed November 13, 2003, and
incorporated  herein  by  reference).

10.2  Short  Term  Rental  Agreement  between  the  Company and Vidcon Solutions
Group, Inc., dated February 5, 2003 (included as exhibit 10.3 to the Form 10-QSB
filed  November  13,  2003,  and  incorporated  herein  by  reference).

10.3  Consulting Agreement between the Company and Dutchess Advisors, LLC, dated
April  1,  2003  (included as exhibit 10.3 to the Form 8-K filed April 23, 2003,
and  incorporated  herein  by  reference).

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

10.5  Stock  Purchase  Agreement between the Company and Michael Cummings, dated
May  16,  2003 (included as exhibit 2.1 to the Form 8-K filed June 13, 2003, and
incorporated  herein  by  reference).

10.6  Consulting  Agreement  between the Company and Marketbyte, LLC, dated July
24,  2003  (included  as  exhibit 10.8 to the Form SB-2 filed July 27, 2004, and
incorporated  herein  by  reference).

10.7  Motorola  Reseller Agreement between the Company and Motorola, Inc., dated
August  18, 2003 (included as exhibit 10.2 to the Form 10-QSB filed November 13,
2003,  and  incorporated  herein  by  reference).

10.8  Investment Agreement between the Company and Preston Capital Partner, LLC,
dated  January 21, 2004 (included as exhibit 10.7 to the Form SB-2 filed January
21,  2004,  and  incorporated  herein  by  reference).

10.9  Registration  Rights  Agreement  between  the  Company and Preston Capital
Partners, LLC, dated January 21, 2004 (included as exhibit 10.8 to the Form SB-2
filed  January  21,  2004,  and  incorporated  herein  by  reference).

10.10  Placement  Agent  Agreement  between  the  Company  and  Park  Capital
Securities,  LLC,  dated  January 21, 2004 (included as exhibit 10.9 to the Form
SB-2  filed  January  21,  2004,  and  incorporated  herein  by  reference).

10.11  Premier  Reseller  Agreement  between  the  Company  and  Aruba  Wireless
Networks,  Inc.,  dated  January 29, 2004 (included as exhibit 10.10 to the Form
SB-2/A  filed  February  9,  2004,  and  incorporated  herein  by  reference).

10.12  Investor  Relations  Service  Agreement  between  the  Company and Eclips
Ventures  International, dated February 2, 2004 (included as exhibit 10.9 to the
Form  SB-2  filed  July  27,  2004,  and  incorporated  herein  by  reference).

10.13  XO  Communications,  Inc.  Agent  Agreement  between  the  Company and XO
Communications, Inc., dated March 8, 2004 (included as exhibit 10.13 to the Form
SB-2  filed  July  27,  2004,  and  incorporated  herein  by  reference).

10.14  Mpartner  Independent  Agent  Agreement  between  the  Company and Mpower
Communications  Corp.,  dated  March  23, 2004 (included as exhibit 10.10 to the
Form  SB-2  filed  on  July  27,  2004,  and  incorporated herein by reference).

10.15  Sales  Agent  Agreement  between  the  Company and PAETEC Communications,
dated  March 23, 2004 (included as exhibit 10.11 to the Form SB-2 filed July 27,
2004,  and  incorporated  herein  by  reference).

10.16  Qwest  Services  Corporation  Master Representative Agreement between the
Company  and  Qwest  Services  Corp.,  dated March 23, 2004 (included as exhibit
10.12  to  the  Form  SB-2  filed  July  27,  2004,  and  incorporated herein by
reference).

10.17  Lease  Agreement  -  Las Vegas location between the Company and HQ Global
Workplaces,  dated  January  2,  2004 (included as exhibit 10.8 to the Form SB-2
filed  July  27,  2004,  and  incorporated  herein  by  reference).

10.18  Lease  Agreement - Los Angeles location between the Company and HQ Global
Workplaces,  dated  March  1,  2004  (included as exhibit 10.15 to the Form SB-2
filed  July  27,  2004,  and  incorporated  herein  by  reference).

10.19  Lease  Agreement  - Gold River location between the Company and HQ Global
Workplaces, dated May 20, 2004 (included as exhibit 10.16 to the Form SB-2 filed
July  27,  2004,  and  incorporated  herein  by  reference).

10.20  Lease  Agreement  - Scottsdale location between the Company and HQ Global
Workplaces, dated June 1, 2004 (included as exhibit 10.17 to the Form SB-2 filed
July  27,  2004,  and  incorporated  herein  by  reference).

10.21  Lease  Agreement  -  Seattle  location  between the Company and HQ Global
Workplaces, dated June 1, 2004 (included as exhibit 10.18 to the Form SB-2 filed
July  27,  2004,  and  incorporated  herein  by  reference).

10.22  Promissory  Note  Agreement  between the Company and Stephen Pearson, for
the  acquisition  of  Del  Mar  Systems,  Inc., dated March 1, 2004 (included as
exhibit  10.19 to the Form SB-2 filed July 27, 2004, and incorporated  herein by
reference).

10.23  Promissory  Note  between the Company and Dutchess Private Equities Fund,
dated  December  17, 2003 (included as exhibit 10.20 to the Form SB-2 filed July
27,  2004,  and  incorporated  herein  by  reference).

10.24  Promissory  Note  between the Company and Dutchess Private Equities Fund,
dated January 9, 2004 (included as exhibit 10.21 to the Form SB-2 filed July 27,
2004,  and  incorporated  herein  by  reference).

10.25  Promissory  Note  between the Company and Dutchess Private Equities Fund,
dated  February  2,  2004 (included as exhibit 10.22 to the Form SB-2 filed July
27,  2004,  and  incorporated  herein  by  reference).

10.26  Promissory  Note  between the Company and Dutchess Private Equities Fund,
dated  February  5,  2004 (included as exhibit 10.23 to the Form SB-2 filed July
27,  2004,  and  incorporated  herein  by  reference).

10.27  Employment  Agreement  between  the  Company and Robert W. Barnett, dated
January  19,  2004  (included  as  exhibit 10.25 to the Form SB-2 filed July 27,
2004,  and  incorporated  herein  by  reference).

10.28  Promissory  Note between the Company and Michael Cummings, dated December
30,  2003  (included  as exhibit 10.26 to the Form SB-2 filed July 27, 2004, and
incorporated  herein  by  reference).

10.29  Promissory Note between the Company and Michael Cummings, dated March 15,
2004  (included  as  exhibit  10.27  to  the  Form SB-2 filed July 27, 2004, and
incorporated  herein  by  reference).

10.30  Territory  License  Agreement  between  the  Company  and  5G  Wireless
Communications,  Inc.,  dated  February  2004  (included as exhibit 10.27 to the
Form  10-QSB  filed  August  23,  2004,  and  incorporated herein by reference).

10.31  Lease Agreement between the Company and Alton Plaza Property, Inc., dated
June  29,  2004  (included  as exhibit 10.28 to the Form 10-QSB filed August 23,
2004,  and  incorporated  herein  by  reference).

10.32  Stock  Purchase  Agreement between the Company, Raymond Mallory, and Will
Stice,  dated  January  17,  2005 (included as exhibit 2.1 to the Form 8-K filed
January  24,  2005,  and  incorporated  herein  by  reference).

10.33  Employment  Agreement  between  the Company and Jeffrey R. Hultman, dated
March 7, 2005 (included as exhibit 99.2 to the Form 8-K filed March 9, 2005, and
incorporated  herein  by  reference).

10.34  Employment  Agreement between the Company and Michael V. Rosenthal, dated
March  14,  2005  (included  as  exhibit  99.2  to  the Form 8-K filed March 14,
2005,  and  incorporated  herein  by  reference).

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

10.36  Rescission  and  Settlement  Agreement  among  the  Company  and  Robert
Rivera, Sherry  Perry Rivera and Spectrum Communications Cabling Services, Inc.,
dated January 6, 2006 (included as exhibit 10.1 to the Form 8-K filed January 6,
2006,  and  incorporated  herein  by  reference).

14.1  Code of Ethics (included as exhibit 14.1 to the Form 10-KSB filed April 9,
2004,  and  incorporated  herein  by  reference).

21.1  List  of  Subsidiaries  (included as exhibit 21.1 to the Form 10-QSB filed
November  21,  2005,  and  incorporated  herein  by  reference).

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

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

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

                                       17
<PAGE>

                                    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:  May  15,  2006            By:     /s/  Jeffrey  R.  Hultman
                                         --------------------------------
                                         Jeffrey  R.  Hultman
                                         President  &  Chief  Executive  Officer

                                  By:    /s/  Christopher  G.  Pizzo
                                        ---------------------------------
                                        Christopher  G.  Pizzo
                                        Chief  Financial  Officer, (Principal
                                        Accounting Officer)

                                       18
<PAGE>