SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             Amendment 1 to the
                                 FORM 10-QSB
                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2003
                        Commission file number 000-25499


                              Flexxtech Corporation
                       -----------------------------------
        (Exact name of small business issuer as specified in its charter)


                 Nevada                       88-0390360
         --------------------          -----------------------
     State or other jurisdiction of          (IRS Employer
     Incorporation  or organization       Identification Number)



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


                                 (949) 753-7499
                 ----------------------------------------------
                (Issuer's telephone number, including area code)


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

                                   Yes  [X]  No  [  ]

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

         As of June 30, 2003, the issuer had outstanding 10,325,407 shares of
its  Common  Stock,  $0.001  par  value.

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

<PAGE>


PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.
<TABLE>
<CAPTION>

                       FLEXXTECH CORPORATION & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2003
                                   (Unaudited)

<S>                                                               <C>
ASSETS
Current Asset:
               Cash and cash equivalents . . . . . . . . . . . .  $      6,730
               Accounts receivable . . . . . . . . . . . . . . .       450,879
               Notes receivable - related parties. . . . . . . .        80,534
               Other current assets. . . . . . . . . . . . . . .         2,289
                                                                       540,432
                                                                  -------------

Property and Equipment, net. . . . . . . . . . . . . . . . . . .         8,580

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,745,840
                                                                  -------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .  $  2,294,852
                                                                  =============

  LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
               Accounts payable and accrued expenses . . . . . .  $  1,219,181
               Loans payable . . . . . . . . . . . . . . . . . .        69,281
               Loans payable related parties . . . . . . . . . .         3,500
               Due to factor . . . . . . . . . . . . . . . . . .       299,515
               Convertible debt - current. . . . . . . . . . . .       762,761
       Total Current Liabilities . . . . . . . . . . . . . . . .     2,354,238
                                                                  -------------

Long-term Liabilities:
               Convertible debt net of debenture cost. . . . . .       220,000

STOCKHOLDERS' DEFICIT
        Common stock, authorized 100,000,000 shares at $.001 par
              value, issued and outstanding 10,325,407 shares. .        10,325
         Additional paid in capital. . . . . . . . . . . . . . .    17,679,523
         Shares to be issued . . . . . . . . . . . . . . . . . .        16,900
         Accumulated deficit . . . . . . . . . . . . . . . . . .   (17,986,134)
                                                                  -------------
             Total Stockholders' Deficit . . . . . . . . . . . .      (279,386)
                                                                  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT. . . . . . . . . . .  $  2,294,852
                                                                  =============
<FN>

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

</TABLE>





<PAGE>
<TABLE>
<CAPTION>

                                      FLEXXTECH CORPORATION & SUBSIDIARY
                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                   (Unaudited)


<S>                                                             <C>             <C>           <C>          <C>
                                                                        THREE MONTHS                 SIX MONTHS
                                                                           ENDED                       ENDED
                                                                          JUNE 30,                    JUNE 30,
                                                                ---------------------------   ------------------------
                                                                      2003          2002          2003          2002
                                                                --------------  ------------  -----------  ------------
NET REVENUE. . . . . . . . . . . . . . . . . . . . . . . . . .  $     196,571             -   $  196,571             -
COST OF REVENUE. . . . . . . . . . . . . . . . . . . . . . . .        135,835             -      135,835             -
                                                                --------------  ------------  -----------  ------------
GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . . . . .         60,736             -       60,736             -
OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . .        266,714       581,129      317,244       854,455
                                                                --------------  ------------  -----------  ------------
LOSS FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . .       (205,978)     (581,129)    (256,508)     (854,455)

Other income (expense)
    Litigation settlement. . . . . . . . . . . . . . . . . . .              -       (41,743)           -       (41,743)
    Interest income. . . . . . . . . . . . . . . . . . . . . .            660             -        1,320             -
    Loss on settlement debt. . . . . . . . . . . . . . . . . .              -      (172,444)           -      (172,444)
    Interest expense . . . . . . . . . . . . . . . . . . . . .        (12,300)     (104,293)     (25,565)     (136,672)
                                                                --------------  ------------  -----------  ------------
           Total other income (expense). . . . . . . . . . . .        (11,640)     (318,480)     (24,245)     (350,859)
                                                                --------------  ------------  -----------  ------------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES. . . . . .       (217,618)     (899,609)    (280,753)   (1,205,314)
Provision of Income tax. . . . . . . . . . . . . . . . . . . .              -             -          800           800
                                                                --------------  ------------  -----------  ------------
LOSS FROM CONTINUING OPERATIONS. . . . . . . . . . . . . . . .       (217,618)     (899,609)    (281,553)   (1,206,114)
LOSS FROM DISCONTINUED OPERATIONS. . . . . . . . . . . . . . .              -      (609,888)           -    (1,427,963)
                                                                --------------  ------------  -----------  ------------
NET LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    (217,618)  $(1,509,497)  $ (281,553)  $(2,634,077)
                                                                ==============  ============  ===========  ============
Basic and diluted loss per share from continuing operations. .  $       (0.05)  $     (7.27)  $    (0.11)  $    (10.38)
Basic and diluted loss per share from discontinued operations.  $           -   $     (4.93)  $        -   $    (12.29)
                                                                --------------  ------------  -----------  ------------
Basic and diluted loss per share . . . . . . . . . . . . . . .  $       (0.05)  $    (12.21)  $    (0.11)  $    (22.68)
                                                                ==============  ============  ===========  ============
Basic and diluted weighted average shares outstanding. . . . .      4,712,836       123,671    2,611,048       116,146
                                                                ==============  ============  ===========  ============
<FN>

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

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

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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                         FLEXXTECH CORPORATION & SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

<S>                                                               <C>         <C>
                                                                       2003          2002
                                                                  ==========  ============

CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(281,553)  $(2,634,077)
Adjustments to reconcile net loss to cash provided by (used in)
operating activities
      Depreciation and amortization. . . . . . . . . . . . . . .      5,365       149,594
      Issuance of stocks for consulting services & compensation.    121,950       687,419
      Issuance of stocks for settlement of debt. . . . . . . . .          -       426,514
      Loss on settlement of debt . . . . . . . . . . . . . . . .          -       172,444
      (Increase) / decrease in current assets
           Accounts receivable . . . . . . . . . . . . . . . . .     61,143        58,546
           Inventory . . . . . . . . . . . . . . . . . . . . . .          -      (257,357)
           Deposits & other current assets . . . . . . . . . . .      3,775       (19,042)
      Increase /(decrease) in current liabilities
           Accrued expenses & accounts payable . . . . . . . . .    147,363       (33,259)
                                                                  ----------  ------------
           NET CASH PROVIDED BY (USED IN) OPERATING
                  ACTIVITIES FROM CONTINUED OPERATIONS . . . . .     58,043    (1,449,218)
                                                                  ----------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
           Cash received in acquisition of subsidiary. . . . . .      3,311             -
                                                                  ----------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
          Proceeds from sales of common stock. . . . . . . . . .          -       824,191
          Proceeds from shares to be issued. . . . . . . . . . .      2,150             -
          Repayment of notes receivable. . . . . . . . . . . . .    (39,320)     (110,300)
          Proceeds from borrowings . . . . . . . . . . . . . . .          -       496,187
          Payments of loans. . . . . . . . . . . . . . . . . . .    (21,360)      (59,200)
                                                                  ----------  ------------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES. .    (58,530)    1,150,878
                                                                  ----------  ------------

NET INCREASE (DECREASE IN) CASH AND CASH EQUIVALENTS . . . . . .      2,824      (298,340)

CASH AND CASH EQUIVALENTS -BEGINNING . . . . . . . . . . . . . .      3,906       370,784
                                                                  ----------  ------------
CASH AND CASH EQUIVALENTS -ENDING. . . . . . . . . . . . . . . .  $   6,730   $    72,444
                                                                  ==========  ============

<FN>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>

1.     BASIS  OF  PREPARATION:

The  accompanying  unaudited  condensed  interim  financial statements have been
prepared  in  accordance  with  the  rules and regulations of the Securities and
Exchange  Commission  for the presentation of interim financial information, but
do  not include all the information and footnotes required by generally accepted
accounting  principles for complete financial statements.  The audited financial
statements  for  the  two  years  ended December 31, 2002 and 2001 were filed on
April  23,  2003  with  the  Securities  and  Exchange  Commission and is hereby
referenced.  In  the opinion of management, all adjustments considered necessary
for  a fair presentation have been included. Operating results for the six-month
periods  ended  June 30, 2003 are not necessarily indicative of the results that
may  be  expected  for  the  year  ended  December  31,  2003.

BASIC  AND  DILUTED  NET  LOSS  PER  SHARE

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

DESCRIPTION  OF  BUSINESS

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

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

NIC  was  incorporated  on  July  18,  1997,  under  the  laws  of  the State of
California.  The  Company  is  a  full  service computer cabling, networking and
telecommunications  integrator  contractor, providing networks from stem to stem
in  house.  The  Company  participated  in  the worldwide network infrastructure
market  to  end  users,  structured  cabling  market and the telephony services.

The  Company  has  disposed  off  all  other  subsidiaries by December 31, 2002.




REVENUE  RECOGNITION

Revenue  Recognition  Revenue  is  recognized  when  the  contract  is completed
(Completed-Contract  Method).  The Company's revenue recognition policies are in
compliance  with  all  applicable  accounting  regulations,  including  American
Institute  of  Certified  Public Accountants (AICPA) Statement of Position (SOP)
81-1,  Accounting  for  Performance  of  Construction-Type  and  Certain
Production-Type  Contracts.  Because  of  short  duration  of the contracts, the
Company  did  not  have  any  work in progress as of June 30, 2003. Expenses are
recognized  in  the  period  in  which  the corresponding liability is incurred.
ISSUANCE  OF  SHARES  FOR  SERVICE

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

RECLASSIFICATIONS

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

2.  PRINCIPLES  OF  CONSOLIDATION

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

3.     RECENT  PRONOUCEMENTS

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

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

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

4.      GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted  accounting principles which contemplate continuation of the
Company  as  a  going  concern.  However, the Company has accumulated deficit of
$17,986,134 including a net loss of $281,553 for the six month period ended June
30,  2003.  The  continuing  losses have adversely affected the liquidity of the
Company.  The Company faces continuing significant business risks, including but
not  limited  to,  its  ability to maintain vendor and supplier relationships by
making  timely  payments  when  due.

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

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

5.     NOTES  RECEIVABLE/PAYABLE  -  RELATED

Notes  receivable  from  related  parties

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

The  Company has a receivable from a company related by common officer amounting
$73,206  as  of  June  30,  2003. The amount is unsecured, due on demand and non
interest  bearing.

Notes  payable  to  related  parties

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

The  Company  has  $3,500  payable  to  the major shareholder and officer of the
Company  based  on  the  purchase  agreement  of  the  subsidiary.

6.   LOAN  PAYABLE

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

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

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

7.      DUE  TO  FACTOR

On  February  27,  2003,  NIC,  the  subsidiary  of  the Company, entered into a
factoring  and  security agreement to sell, transfer and assign certain accounts
receivable  to  Orange  Commercial Credit (OCC).  OCC may on its sole discretion
purchase  any  specific  account. All accounts sold are with recourse on seller.
All of the Company's property of NIC including accounts receivable, inventories,
equipment  and  promissory  notes  are collateral under this agreement. OCC will
advance  80% of the face amount of each account. The difference between the face
amount  of  each purchased account and advance on the purchased account shall be
reserve  and  will  be released after deductions of discount and charge backs on
the  15th  and the last day of each month. OCC charges 1% of gross face value of
purchased  receivable  for  finance  charge  and 1% for administrative fees with
minimum  charge  of  $750  on  each  settlement  date.  As of June 30, 2003, the
Company  factored  receivables of approximately $299,515. In connection with the
factoring  agreement,  the  Company  included fees of $2,493 in the period ended
June  30,  2003.

8.      INCOME  TAXES

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss carryforwards.  Through June 30, 2003, the Company incurred
net  operating  losses  for  tax purposes of approximately $16,800,000.  The net
operating  loss  carryforwards  may be used to reduce taxable income through the
year  2017. Net operating loss for carryforwards for the State of California are
generally  available  to  reduce  taxable  income  through  the  year  2007. The
availability  of  the  Company's net operating loss carryforwards are subject to
limitation  if  there  is  a 50% or more positive change in the ownership of the
Company's  stock.  The  provision for income taxes consists of the state minimum
tax  imposed  on  corporations.

Temporary  differences which give rise to deferred tax assets and liabilities at
June  30, 2003 comprised of depreciation and amortization and net operating loss
carry  forward.  The  gross  deferred  tax asset balance as of June 30, 2003 was
approximately  $6,720,000.  A  100%  valuation  allowance  has  been established
against  the  deferred tax assets, as the utilization of the loss carrytforwards
cannot  reasonably  be  assured.

9.      STOCKHOLDERS'  EQUITY

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

STOCK  SPLIT

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

COMMON  STOCK:

During the six month period ended June 30, 2003, the Company issued common stock
as  follows:

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

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

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

On  April  7,  2003,  the  Company  issued 250,000  shares of common stock to an
unrelated  party  as inducement for debenture amounting $25,000. The shares were
recorded  as  debenture  issuance cost up-to the amount of debenture of $25,000.
The  debentures  have  been  presented  net  of  debentures issuance cost in the
financial  statements  at  June  30,  2003.

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

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

CONVERTIBLE  DEBENTURES:

In  the  year  ended  December 31, 2001, the company issued debentures amounting
$720,000,  carrying  an  interest  rate of 6% per annum, due in August 2003. The
holders  are  entitled  to,  at  any  time  or  from  time  to time, convert the
conversion  amount  into  shares of common stock of the Company, par value $.001
per  share  at  a  conversion  price for each share of common stock equal to the
lower  of  (a) 120% of the losing bid price per share (as reported by Bloomberg,
LP)  on  the closing date, and (b) 80% of the lowest closing bid price per share
(as  reported  by  Bloomberg,  LP)  of  the  Company's common stock for the five
trading  days immediately preceding the date of conversion. As of June 30, 2003,
the  outstanding  balance  of  the  debentures  amounted  to  $662,761.

On  April  7,  2003,  in  connection with the recession agreement (note 11), the
Company  issued  convertible  debentures  of  $140,000  to  various parties. The
Company  has  recorded  the  debentures  as  recession  cost  in  the  financial
statements  at  December  31,  2002. The Holder of the debentures is entitled to
convert  the  face  amount  of  this  Debenture,  plus accrued interest, anytime
following  the Restricted Period, at the lesser of (i) 75% of the lowest closing
bid  price  during the fifteen (15) trading days prior to the Conversion Date or
(ii)  100%  of the average of the closing bid prices for the twenty (20) trading
days  immediately  preceding  the  Closing Date ("Fixed Conversion Price"), each
being  referred  to  as  the  "Conversion  Price". No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares  issuable shall be rounded up or down, as the case may be, to the nearest
whole  share.  The Debentures shall pay six percent (6%) cumulative interest, in
cash  or  in  shares  of common stock, par value $.001 per share, of the Company
("Common  Stock"),  at the Company's option, at the time of each conversion. The
debentures  are  payable  on  April  8,  2008.

On  April 7, 2003, the company issued debentures amounting $105,000, carrying an
interest  rate  of  6%  per  annum,  due  in April 2008. The face amount of this
Debenture  may be converted, in whole or in part, any time following the Closing
Date.  Holder  is  entitled  to  convert the face amount of this Debenture, plus
accrued  interest,  anytime following the Closing Date, at the lesser of (i) 75%
of  the  lowest  closing bid price during the fifteen (15) trading days prior to
the  Conversion  Date  or (ii) 100% of the average of the closing bid prices for
the  twenty  (20)  trading  days  immediately preceding the Closing Date ("Fixed
Conversion  Price"),  each  being  referred  to  as  the "Conversion Price".  No
fractional  shares  or  scrip representing fractions of shares will be issued on
conversion,  but  the  number of shares issuable shall be rounded up or down, as
the  case  may  be,  to  the  nearest  whole  share.

In  connection with issuance of debentures, the Company issued 250,000 shares of
common  stock  to  an  unrelated  party  and 800,000 shares of common stock to a
related  party.  The  shares  issued  to  the  unrelated  party were recorded as
debenture  issuance  cost  up-to  the amount of debenture amounting $25,000. The
debentures  have been presented net of debentures issuance cost in the financial
statements  at  June  30, 2003. The shares issued to the related party have been
recorded  as  deemed  dividend  amounting  $120,000.

CONVERTIBLE  PROMISSORY  NOTES  PAYABLE

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

STOCK  OPTION  PLAN

The  Company  has  adopted  a  Stock  option plan for the granting of options to
employees, consultants and other providers of goods and services to the Company.
The  Company  has  set aside 1,000,000 shares of common stock under the plan. No
option  has  been  granted  under  the  plan  through  June  30,  2003.

10.      LITIGATION

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

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

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


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

11.       SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOWS

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

The  Company paid $-0- for income taxes and interest during the six month period
ended  June  30,  2003.  The  Company  paid income taxes of $-0- and interest of
$15,100  during  the  six  month  period  ended  June  30,  2002.

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

12.    RESTRUCTURING  AND  ACQUISITIONS

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

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

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

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

<TABLE>
<CAPTION>



<S>                                              <C>

                                                    Allocated
                                                     Amount
-------------------------------------------------------------

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



<TABLE>
<CAPTION>



<S>                                          <C>

   Consideration paid                        Amount
-------------------------------------------------------

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



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



<S>                                            <C>                  <C>
                                                     For Six months period
                                               June 30, 2003        June 30, 2002
---------------------------------------------------------------------------------
                                               (Unaudited)          (Unaudited)
Revenue                                        $  754,944           $     53,093
Net loss for the period                        $  495,681           $  2,698,837
Net loss per share                             $     0.19           $       0.36
</TABLE>


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


CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

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

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

Overview:

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

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

     On  April  9, 2003, we executed a Restructuring Agreement pursuant to which
Western Cottonwood Corporation,  a  related  party  through a major shareholder,
agreed to forgive its Notes receivable and interest  receivable from us  as  of
December  31, 2002. Pursuant  to  the  agreement,  (i)  Western  Cottonwood  and
Atlantis   Partners  shall  maintain  a   combined  ownership  percentage  of  a
non-dilutive  4.9%  and  Greg Mardock, our former  president, shall  maintain  a
combined  ownership  percentage  of  a  non-dilutive 2% through our first merger
or acquisition transaction and (ii) our president of resigned and (iii) nominees
of Dutchess Private Equities Fund, LP were appointed officers.  It is the intent
of the new board  of  directors  to  continue  as  a public company and seek out
business opportunities that  will  add  value  to  our  Company.

     On  April  17,  2003, we  executed  a  Letter  of  Intent  to  merge   with
Irvine,  CA  - based Network Installation Corporation. Network Installation is a
designer and  installer  of  data,  voice,  and  video networks. The transaction
closed  on  May  16,  2003.

     A  detailed  description  of  the  terms  and  conditions of (i) the voided
Paradigm  Cabling  Purchase  Agreement  and (ii) the Restructuring Agreement are
available  in  our  filing  on  Form  8-K  dated  April  23,  2003.  A  detailed
description  of  the  acquisition  of  Network  Installations, Inc. is  included
in the Company's filing on Form 8-K dated June 13, 2003.

     While  there  is  no  assurance  that  we  will  be  successful  in raising
additional  capital,  we are actively seeking private equity financing to assure
that  we  will  be  capable  of  financing the continuation of our business. Any
additional  capital  raised  above  and  beyond  what  we  need  as  our monthly
expenditure  would  be  used  in  increasing  marketing,  sales  efforts  and
acquisitions.  Should  we fail to raise additional funding, we will be forced to
curtail  our growth, both through internal development and through acquisitions.
As  only  a holding company to date, we do not generate our own revenues, but we
rely  on  additional  financing  to  pay  our  operating  expenses.

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

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

     We  generated  consolidated revenues  of  $196,571  for  the  three  months
ended  June 30, 2003 as compared to $0 for the three months ended June 30, 2002.
Currently, our cash  needs include, but are not limited to, legal and accounting
services,  and  future acquisitions.

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

     We  had  net  revenues  of  $196,571 for the quarter ended June 30, 2003 as
compared  to  $0  for  the  quarter  ended June 30, 2002. We had net revenues of
$196,571  for  the quarter ended June 30, 2003 as compared to $0 for the quarter
ended  June  30,  2002.  All  of  our  revenue in the current period is from our
subsidiary  Network  Installation  Corporation.  Our  operations  from  the
subsidiaries  disposed  off  in  2002  have  been  separately  classified in the
Statements  of  Operations.

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

     We  incurred Cost of Revenue of $135,835 for the three and six month period
ended  June  30, 2003 as compared to $0 for the three and six month period ended
June  30,  2002.

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

     We  incurred  costs  of  $266,714  and $317,244 for the three and six month
ended June 30, 2003 as compared to $581,129 and $854,455 for the three month and
six  month  periods  ended June 30, 2002, respectively. The decrease in General,
Administrative  and  Selling  Expenses  in  the current period primarily because
we issued shares of common stock amounting  $687,419  as consulting fees in  the
prior period as compared to issuance of common shares amounting $121,950 in  the
current  period.

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

     We  had  a  loss  before  taxes and discontinued segments of ($217,618) and
($280,753)  for  the three and six month period ended June 30, 2003, as compared
to  a  loss  of  ($899,609) and ($1,206,114) for the three and six month periods
ended  June  30,  2002. The decrease in net loss before income taxes and loss on
discontinued  segments is due to the factors described above as well as the fact
that  we  did  not  have any loss on settlement of debt in the current period as
compared  to  $$172,444  in  the  corresponding  periods  last  year.
 .

Loss  from  discontinued  operations
------------------------------------

     We  had  a  loss  from  operations of discontinued entities of $609,888 and
1,427,963  in the three and six month periods ended June 30, 2002, respectively.
We  did  not have such loss in 2003 since the entities, Flexxtech Holdings, Inc.
and  its  wholly  owned subsidiary, Primavera, were disposed off by December 31,
2002.

Net  loss
---------

     We  had a net loss of ($217,618) and ($281,553) for the three and six month
periods  ended  June  30,  2003  as  compared  to a net loss of ($1,509,497) and
($2,634,077)for  the  three  and  six  month  periods  ended  June  30,  2002.

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

     Our  basic  and  diluted loss per share for the quarter ended June 30, 2003
was  ($0.05)  as  compared  to  ($12.21)  for  the  quarter  ended June 30, 2002

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

    We must continue to raise capital to fulfill its plan of acquiring companies
and assisting in the development of those companies internally. If we are unable
to  raise any  additional  capital  our operations will be curtailed. As of June
30, 2003, we  had  total  Current Assets of $540,432 and  Current Liabilities of
$2,354,238. Cash and cash  equivalents  were $6,730 as compared  to  $72,444  at
June 30, 2002. Our Stockholder's Deficit at June 30, 2003  was  ($279,386).

     We had a net usage of cash due to operating activities in June 30, 2003 and
2002  of  $58,043  and $1,449,218 respectively. The major factor in contributing
negative  cash  flows in the corresponding period last year was the net loss for
the  period  amounted to $2,634,077 as compared to a net loss of $281,553 in the
six  month  period  ended  June  30, 2003. We had net cash provided by financing
activities  of ($58,530) and $1,150,878 in the three month period ended June 30,
2003 and 2002, respectively. The reason for decrease in the current period is no
sale  shares  for cash as compared to sale of shares for cash of $824,191 in the
corresponding  period  last  year. We had $0 from borrowings in the period ended
June  30,  2003  as  compared to $496,187 in the corresponding period last year.

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

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

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

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

-     our  vulnerability  to  adverse general economic conditions is heightened;

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

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

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

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

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

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

Item 3.  Controls  and  Procedures

     Evaluation of disclosure controls and procedures.  We maintain controls and
procedures  designed to ensure that information required to be disclosed in this
report  is  recorded, processed, accumulated and communicated to our management,
including  our chief executive  officer and our interim chief financial officer,
to allow timely decisions regarding the required disclosure.  Within the 90 days
prior to the filing date  of this report, our management, with the participation
of our chief  executive officer and interim chief financial officer, carried out
an  evaluation  of  the effectiveness  of the  design  and  operation  of  these
disclosure controls and  procedures.  Our chief  executive officer  and  interim
chief  financial  officer concluded,  as  of  fifteen  days  prior to the filing
date  of  this  report,  that  these  disclosure  controls  and  procedures  are
effective.

     Changes  in  internal  controls.  Subsequent  to  the  date  of  the  above
evaluation,  we made no significant changes in our internal controls or in other
factors  that  could  significantly  affect  these controls, nor did we take any
corrective  action,  as  the  evaluation revealed no significant deficiencies or
material  weaknesses.

PART II

Item  1.  Litigation

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

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

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

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




Item  2:  Changes  in  Securities

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

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

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

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

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

On April 8, 2003, we  issued  convertible  debenture  of  $140,000 to Dutchess
Private  Equities  Fund,  LP.   The  debentures  convert  into  common  stock
at the lesser of (i) 75% of the lowest closing  bid  price  during the fifteen
(15) trading days prior to the Conversion Date or (ii)  100% of the average of
the closing bid prices for the twenty (20) trading days immediately  preceding
the  Closing Date of the Transaction.

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

The securities issued in the foregoing transactions  were  offered  and  sold in
reliance  upon  exemptions  from the Securiies  Act  of 1033 ("Securities Act")
registration requirements set forth in Sections 3(b) and  4(2)  of the Securites
Act, and any regulations promulgated thereunder,  relating to sales by an issuer
not  involving  any  public offering.  No  underwriters  were  involved  in  the
foregoing  sales  of  securities.

(d)     Not  Applicable

Item  3.  Defaults  Upon  Senior  Securities

        Not  Applicable.

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

        Not  Applicable.

Item  5.  Other  Information.

        Not Applicable

ITEM  6:  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  EXHIBITS

Number    Description
------    -----------
3.1      Articles  of  Incorporation  filed  as  Exhibit  3.1  to the Company's
         Registration  Statement  on  Form  10SB  filed on March 5th, 1999 and
         Incorporated herein  by  reference.

3.2      By-laws filed as Exhibit 3.2 to the Company's Registration Statement
         on Form 10SB  filed  on  March  5th, 1999  and  incorporate 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 the Chief Executive Officer pursuant to Section 906
         of the Sarbanes  Oxley  Act  of  2002,  18  U.S.C.  Section  1350

32.2     Certification of the Chief Financial Officer pursuant to Section 906
         of the  Sarbanes  Oxley  Act  of  2002,  18  U.S.C.  Section  1350

(b)      Reports on Form 8-K

We filed a Form 8-K on April 23, 2003.  We filed a Form 8-K on June 13,  2003.


                SIGNATURES

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


               FLEXXTECH  CORPORATION
                                                  (Registrant)

Date:  August  21,  2003             By:  /s/  Michael  Cummings
                                          --------------------------------
                                          Michael  Cummings
                                          President  &  Chief Executive Officer