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

                                   FORM  10-KSB/A

 Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                                      1934

                   FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  2004


                               NETWORK INSTALLATION CORPORATION

                      (Name of small business issuer in its charter)


         Nevada                              000-25499             88-0390360
(State  or  Other  Jurisdiction  of      (Commission file     (I.R.S. Employer
Incorporation  or  Organization)             Number)      Identification Number)

                         15235 Alton Parkway, Suite 200
                                Irvine, CA 92618
          (Address and telephone number of principal executive offices)

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

       Securities registered under Section 12(b) of the Exchange Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $0.001
                                   par value.

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Securities  Exchange Act of 1934 during the preceding 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  [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  Issuer's knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [ ]

The  Issuer's  revenues  for  the  fiscal  year  ended  December  31,  2004 were
$1,889,739.

As  of  May 2,  2005 there were 21,057,813 shares of Common Stock issued and
outstanding.

As  of  May  2,  2005,  there  were  7,332,650  shares  of  Common Stock held by
non-affiliates.  The aggregate market value of the Issuer's common stock held by
non-affiliates  was $8,579,200 based on the closing price of the Issuer's common
stock  on  May  2,  2005  of  $1.17.

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

               NETWORK INSTALLATION CORPORATION TABLE OF CONTENTS

PART  I                                                                 PAGE NO.

ITEM  1.     DESCRIPTION  OF  BUSINESS.                                       2
ITEM  2.     DESCRIPTION  OF  PROPERTY.                                       6
ITEM  3.     LEGAL  PROCEEDINGS.                                              6
ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE OF SECURITY HOLDERS.        7

PART  II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED STOCKHOLDER MATTERS.   7
ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.7
ITEM  7.     FINANCIAL  STATEMENTS.                                          13
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  
             ACCOUNTING  AND  FINANCIAL  DISCLOSURE.                         24
ITEM  8A.    CONTROLS  AND  PROCEDURES.                                      24
ITEM  8B.    OTHER INFORMATION.                                              24

PART  III

ITEM  9.     DIRECTORS, EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT.       24
ITEM  10.    EXECUTIVE  COMPENSATION.                                        26
ITEM  11.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND
             MANAGEMENT  AND  RELATED  STOCKHOLDER  MATTERS.                 26
ITEM  12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.             27
ITEM  13.    EXHIBITS.                                                       30
ITEM  14.    PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.                     31

                                     PART I

ITEM  1.  DECRIPTION  OF  BUSINESS.

OVERVIEW

We  are  a one-source solution company focusing on the design, installation, and
deployment  of  specialty  communication  systems  for  data,  voice,  video and
telecom.  We first determine our clients' requirements by doing a needs analysis
and  site  audit.  We  then  implement  our specific design of the communication
system, which may include either Wired or Wireless Fidelity, also referred to as
Wi-Fi.  We  seek  to  exploit  the growing demand for high-speed connectivity by
leveraging our extensive installation expertise into providing complete superior
network  solutions  across  a  vast  majority  of  communication  requirements.

We  have  distinguished  ourselves  from  our  peers  by  consolidating  three
traditionally  fragmented  industries.  Our  technicians design the applications
required  for  network  build-outs,  structured  cabling,  deployment, security,
training,  and technical support and we use the best available Wi-Fi, Voice over
Internet  Protocol,  or  VoIP, and traditional telecom products. We earn revenue
for  services rendered which include; (i) the installation of data, voice, video
and  telecom  networks;  (ii)  the  resale of installed networking products, and
(iii)  consulting  services  in  the  assessment  of  existing  networks.

Since  1997  we have been servicing the communication needs of the Fortune 1000,
K-12, higher education, and local and regional municipalities. More recently, we
have  expanded into new small and medium-sized business market segments where we
have  a multi-faceted approach to our business model. One is the continued focus
on our core competency of project management in wired networking infrastructure,
design,  installation  and  support  of  data,  voice  and  video communications
solutions.  Second,  is  to  leverage  that  expertise  in  our  pursuit  of the
infrastructure  build-out  of  Wi-Fi,  Wireless  Local  Area  Networks  and VoIP
applications.

HISTORY

We incorporated in the State of Nevada as Color Strategies on March 24, 1998. On
October  1, 1999, we created a wholly-owned subsidiary named Infinite Technology
Holding,  Inc.  On December 23, 1999, we changed our name to Infinite Technology
Corporation.  On  May  4,  2000,  we  changed  our name from Infinite Technology
Corporation  to  Network  Installation Corporation. On the same date, we changed
the  name  of our wholly-owned subsidiary to Network Installation Holdings, Inc.

In  May  of  2000,  we  acquired  Mardock,  Inc.,  a  designer, manufacturer and
distributor  of  apparel and promotional products. In August 2000, we acquired a
majority  interest  in  North  Texas  Circuit  Board  Co.,  or NTCB, through the
acquisition  of  67%  of  the  common stock of Primavera Corporation, the parent
company  of  NTCB, in exchange for 195,000 shares of our common stock, valued at
$325,000,  plus  a  contribution  of  $1,250,000  in  cash to NTCB as additional
working  capital.  NTCB  manufactures  high  quality  printed circuit boards. In
September 2000, we acquired 80% of the outstanding stock of OpiTV.com. OpiTV.com
was  an  I-commerce  technology company in the development stage with a business
plan  to  market  and  distribute  a TV device. In November 2000, we acquired an
additional  13%  of  Primavera  Corporation. This increase in equity brought our
indirect  ownership  of  NTCB  from  67%  to  80%.

In  late  2000,  we  determined  that  our capital and management resources were
spread  too  thin  to properly address the needs of our three subsidiaries. As a
result,  in  July of 2001, we sold all of our common stock ownership in Mardock,
Inc.  and  OpiTV.com.

In  July  2001,  we  acquired  the remaining 20% of Primavera's common stock. On
August  20,  2002, we sold NTCB to a third party in exchange for cancellation of
debt  of  approximately  $2,255,860 and retention by us of a 10% interest in the
after  tax  profit  of  NTCB  for  a  period  of  five  years  subsequent to the
consummation  of  the  transaction. On December 27, 2002, we disposed of 100% of
Flexxtech  Holdings,  Inc.  Flexxtech  Holdings  was  the  parent corporation of
Primavera  Corporation.  After  the  sale  of  NTCB,  Flexxtech  Holdings had no
significant  assets  and  was  disposed  of  to  Western  Cottonwood  Corp.,  an
affiliate,  for  nominal  consideration  of  $10.

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,  in a stock for stock exchange. Paradigm is a full service computer
cabling, networking and telecommunications integrator contractor. As part of the
transaction,  we  agreed  to  use our best efforts to arrange 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  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 eFund Capital/Barrett
Evans,  5  year  convertible  debentures  in  the  amount of $65,000 and $75,000
respectively.  Ashford  and  eFund made investments directly into Paradigm under
the  assumption  that  a merger between Paradigm and us would be consummated. As
part  of  the  rescission  negotiations,  we  agreed  to issue the debentures to
Ashford  and  eFund.  Michael Cummings, President of Paradigm also resigned as a
Director  of  our  Board  of  Directors.

On  April  9,  2003,  we  executed  a Restructuring Agreement. The Agreement was
executed  to  restructure  our  balance sheet in order to more easily attract an
operating  business  to  merge  with  or  acquire. Pursuant to the Restructuring
Agreement,  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. The receivable totaling $1,984,850 was booked in
consideration  for  cash  we  received  from  Western Cottonwood. The receivable
totaling  $1,984,850,  was  forgiven  in exchange for shares of our common stock
totaling  4.9%  of  the total outstanding shares immediately following our first
merger or acquisition transaction. At the time of the transaction, the principal
shareholder  of  Western  Cottonwood Corporation and Atlantis Partners, Inc. was
John  Freeland, formerly our largest investor. Mr. Freeland was also formerly an
affiliate  through  his  beneficial  ownership  of  23% of our total outstanding
shares  through  Western Cottonwood. To our knowledge, Mr. Freeland is no longer
an  affiliate.  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) Mr. Mardock resigned as President and Director(iii) three
nominees  of  Dutchess  Private  Equities  Fund,  LP  were  appointed directors.

In  April  2003,  we executed a Letter of Intent to merge with Irvine, CA- based
Network Installation Corporation. The transaction closed in May, 2003. The total
consideration  and method of payment was $50,000 in cash and 7,382,000 shares of
our  common  stock.  In  addition,  we  issued a five year option to purchase an
additional  618,000  shares  of  our  common  stock to Mr. Cummings if our total
revenue  exceeded  $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  our  common stock on August 29, 2003 which was $2.95. Since our total
revenues  exceeded  $450,000 for the period beginning on June 1, 2003 and ending
August  31,  2003, Mr. Cummings had the right to exercise the option to purchase
618,000  shares  of  our  common stock, however in June 2004 he relinquished and
waived  all  future  rights  to  exercise  the  option.

Network Installation was established in July 1997 as a California corporation as
a  low  voltage-cabling  contractor  and  in  1999  changed its focus to provide
products,  project management, design and installation within the networking and
communications  sector.

On  March  1,  2004,  we  acquired  Del  Mar  Systems  International,  Inc.,  a
telecommunications  solutions  provider.  We  now  have  the  ability to provide
integrated  telecom  solutions  to  customers  ranging in size from 10 to 30,000
users.  Del  Mar  provided  Avaya  Enterprise  Class  IP  Solutions and Mitel IP
Solutions  to  customers  as a way to capitalize on the benefits of IP (Internet
Protocol)  Telephony. Avaya and Mitel offer complete communications architecture
that  provides  software,  infrastructure  and services to help enterprises stay
efficient.  Del  Mar  Systems  offers  both  onsite and remote administration of
systems  equipped  with  remote  access  dial  up  lines.

INDUSTRY  OVERVIEW  (SPECIALTY  COMMUNICATION  SYSTEMS)

A  structured  cabling system is a set of cabling and connectivity products that
integrates the voice, data, video, and various management systems of a building,
such  as  safety  alarms,  security  access  and  energy  systems. These systems
typically  consist  of  an  open  architecture,  standardized  media and layout,
standard  connection  interfaces,  adherence  to  national  and  international
standards,  and  total system design and installation. Other than the structured
cabling system, voice, data, video, and building management systems have nothing
in common except similar transmission characteristics, such as analog or digital
data signals, and delivery methods such as conduit, cable tray, or raceway, that
support  and  protect  the  cabling  investment.

Modern  Ethernet  networking  equipment is designed around the concept that each
device  in  a  building's  network has a dedicated media connection to a central
"hub".  In  a  standard  hub the LAN bandwidth is shared among all the stations.
With dedicated hubs, also called switched technology, a given cable is allocated
for  use  by  a  single  device.

This  was  not always the case. The original design of network systems assumed a
common,  shared  medium: coaxial cable. Structured cabling systems, while having
drawbacks  with  regards to absolute transmission performance, show considerable
cost savings to the owner by reducing the costs of moves, changes and additions.
These  benefits  far  outweigh  the  cost  of  implementation, making structured
cabling  the  optimum  choice  for  building  wiring.

The  industry  had  been  dominated  by  thousands  of  proprietors  with former
employment experience in telecommunications and electrical contracting. With the
boom  in  technological advances over the past fifteen years, the convergence of
data  medium;  text,  voice,  and  video  has placed a premium in obtaining such
information,  faster,  cheaper  and  now  wireless.  This  paradigm shift in the
functionality  of  data  transmission  now mandates a more detailed insight into
computer science, project management and a thorough understanding of a potential
customer's  total  communications  needs.

INDUSTRY  OVERVIEW  (WI-FI)

We  believe,  in the past two years, Wireless Fidelity, also known as Wi-Fi, has
emerged  as  the  dominant  standard for wireless local areas networks, or WLANS
worldwide.  A  Wi-Fi  network  can  cover an area of typically 100-500 feet with
Internet  access  hundreds of times faster than a modem connection. Unlike other
broadband wireless technologies using regulated spectrum, Wi-Fi enjoys Universal
global  acceptance  and  it  has  become  a  single  networking standard for all
developers,  equipment  manufacturers,  service  providers  and  users.

Hundreds of equipment manufacturers are now flooding the market with millions of
Wi-Fi  cards  and access points. The single Wi-Fi standard ensures these devices
all  interoperate  with  each  other,  so,  for example, an access point made by
Netgear  will  communicate  with  a  network  card  from  Linksys.

Hundreds  of new companies have begun setting up Wi-Fi access points called "hot
spots"  in  cafes,  hotels, airports, book stores and other public spaces. These
hot  spot  operators  install  Wi-Fi  access  points  and either sell high speed
wireless  Internet  access  for  a  fee  or  offer  it  to  the public for free.

Hot  Spot  Operators  include  Wayport,  STSN, Surf and Sip, StayOnline, Pronto,
NetNearU,  Deep Blue, Fatport, Air Portal, Ikano, Picopoint, TheCloud and Azure.
In  the  last  year,  major wireless carriers have thrown their hat in the ring,
including T-Mobile, which is building hot spots in Starbucks cafes, Borders book
stores,  Kinko's  stores  and  airline  clubs,  AT&T  Wireless, British Telecom,
Swisscom,  Telecom  Italia  and  Sprint  PCS.

Forces  outside  the  industry  are also rapidly arming users with Wi-Fi radios.
Consumers  are  also  buying Wi-Fi-compatible hardware in their laptops and PDAs
for  use  in  the  office  or  home.

We  believe  Wi-Fi can be over 20 times faster than a standard modem connection.
Wi-Fi  is  also  significantly  faster  than  the  wireless services provided by
cellular  carriers  which  typically deliver throughput between 40k and 60k. The
actual  speed  experienced  by  hot  spot  users is determined by the hot spot's
connection  to  the  Internet, which can range from low-end DSL (384k) to one or
more  T1s  (1.5Mb  and  up),  but this still promises much faster speed than any
other  available  technology.

We  are  seeking  to exploit the rapid build up of wireless networks by focusing
our  marketing  efforts  on  our currently installed base of universities, K-12,
municipalities  and  Fortune  1000  companies  as  well  as new opportunities in
hospitality,  real estate development, state and federal government and the U.S.
military.

In  addition,  we  have  increased  our  ability  to take advantage of the rapid
acceptance  and  deployment  of internet-based telephone communications.  We now
provide  traditional  PBX  telecommunications  solutions  as  well as Voice over
Internet  Protocol,  or VoIP, which offers customers the ability to effect local
and  long  distance phone calls via the internet for flat monthly rates, in most
cases  at  a  considerable cost savings from traditional per minute charges from
the  major telecommunications providers. With the acquisition of Com Services we
have  added  a  valuable franchise to our Company. Com Services' core markets of
K-12,  Higher Education and Fortune 1000 companies fit seamlessly aside those of
NIC.

OUR  BUSINESS

A  company's  communication  network is critical in achieving the timely flow of
information.  Typically,  a  company's  network  expands  beyond  its  existing
headquarters  to  remote  offices  and  remote  users.  The number of networking
applications  continues  to  grow  and the demand for high-speed connectivity to
move data back and forth is increasing dramatically. Until recently, a company's
primary  alternative  in  obtaining  high-speed  connectivity was to contact the
telephone  company  and  have  a  high-speed  landline service installed so that
connectivity  could  be  achieved between its locations. The issue today is that
these  high-speed  landlines take too much time to install, are not available in
all  locations, do not solve remote application usage and are costly to use on a
monthly  basis.  In  addition, large companies rarely provide the local customer
attention  and responsiveness a company like Network Installation Corp provides.

We  seek  to  exploit the growing demand in high-speed connectivity by providing
complete  network  solutions  including  best  of  breed  wireless  products,
engineering  services for which our technicians design the applications required
for  the  network  build  out,  structured  cabling and deployment. We offer the
ability  to  integrate  superior  solutions  across  the  vast  majority  of
communication  requirements.

There  are  multiple  products  associated  with  the  deployment  of a wireless
solution  including  microwave  equipment,  free  space  optical  equipment  and
specialty  components.  There  are  also important services such as site design,
product  integration,  structured  cabling,  network  security,  training  and
technical  support.  The  integration  of  all  these  products  and services is
critical  in  achieving  the  desired  results  for  the  customer. The specific
products  used  and  services  offered  vary  depending  on the connection speed
required  and  distances  between  points.  We  provide  specialty communication
systems,  Wi-Fi  deployment  and  WLANs  to  corporations,  municipalities  and
educational  institutions.

We  define  wireless  deployment  as  the  internal  and  external  design  and
installation  of a wireless solution to support connectivity between two or more
points  without the utilization of landline infrastructure. End users turn to us
to  design  and integrate a wireless solution, as there are many components from
various  technology  providers.  Wireless  solutions  can  offer  a  user:
-  High-speed  connectivity;
-  Immediate  installation;
-  Network  ownership;  and
-  Low  costs.

We also provide network security, train end users and provide on-going technical
support  to  insure  a  successful  installation.

SUPPLIERS

While  we  are  predominately a service company, we purchase and resell products
such  as  networking  routers,  cable,  software  and  video  equipment that are
involved  in  our  project  installations. We purchase our products from various
distributors. Should any of these distributors and vendors cease operations, our
business  would  not  be  adversely  affected because these products are readily
available  from  multiple  distributors  locally,  regionally  or  nationally.

We  have  agreements  with  Linksys,  Motorola  Inc.,  Aruba  Wireless Networks,
Hewlett-Packard and Mitel that give us what we believe to be the finest suite of
products  available  for  the  installation  of  wireless solutions. Through our
Motorola  agreement  and  the  use of one of its flagship wireless products "The
Canopy,"  we  have  the  ability  to install point to point service directly for
Wireless  Internet  Service  Providers  or proprietors of WLANs or expanded 'Hot
Zones'  with  our  Motorola  agreement. Aruba's family of Wi-Fi switches deliver
centralized  wireless  security  and  management  of  all  types  of  enterprise
environments.

SALES  AND  MARKETING

We  utilize  both inside and outside sales forces to address the market. We  are
proactive  and  able  to visit personally with our clients from  time  to  time.

CUSTOMERS

We currently provide our products and services to the markets in K-12 education,
universities,  municipalities  and  Fortune  1000 companies. Some of our current
customers  include  the  University  of  California - Los Angeles, University of
Southern  California,  City  of  Barstow  and  Public  Works  of  New  Mexico.

COMPETITION

The  network  cabling  market  is very fragmented and highly competitive. In the
markets  where  we  operate,  we  experience  intense  competition  from  other
independent  providers  of  network solutions. Our competitors include regional,
privately-held companies including Sunglo Communications, Pacific Coast Cabling,
and  Netversant.  We  are  aware of only one publicly-traded competitor locally,
WPCS  International  Inc.  There  is no one dominant competitor. We believe that
success  in the industry is based on maintenance of product quality, competitive
pricing,  delivery  efficiency,  customer  service  and  satisfaction  levels,
maintenance  of satisfactory dealer relationships, and the ability to anticipate
technological  changes  and  changes  in  customer  preferences.  We believe our
competitive  advantage  lies in our ability to provide superior customer service
while  offering  a  more  diverse  line  of  hard  product  offering  than  our
competitors.

EMPLOYEES

As  of March 28, 2005, we employed 29 full time employees,5 are executives 3 are
in  sales  and  marketing,  15  are  project  managers  or technicians and 6  in
administration.  We  believe  our  relations with all of our employees are good.

ITEM  2.  DESCRIPTION  OF  PROPERTY.

On  June  29,  2004, we entered into a lease agreement with Alton Plaza Property
Inc.  for  office  space  located at 15235 Alton Parkway, Suite 200, Irvine, CA.
Our  rent  is  approximately  $13,475  and  our  lease  runs  for  51  months.

ITEM  3.  LEGAL  PROCEEDINGS.

On  April  25,  2003,  the  Superior Court of the State of California, County of
Orange,  entered  a  judgment in the amount of $46,120 against us and our former
management  in  favor  of  Insulectro  Corp., a vendor of our former subsidiary,
North  Texas  Circuit Board. We believe that we were never issued proper service
of  process  for  the  complaint. In addition, on August 20, 2002, we sold North
Texas  Circuit  Board  to  BC  Electronics  Inc.  Pursuant to terms of the share
purchase  agreement,  BC  Electronics  assumes  all  liabilities  of North Texas
Circuit  Board.  In  December 2003, we filed a motion to vacate the judgment for
lack of personal service. In February 2004, the Court ruled in our favor and the
judgment was vacated. 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,  we  agreed  to  make  five equal monthly installments of $5,000 to
Insulectro.  Pursuant  to  the  settlement  terms, since March 2005 we have made
two  installment  payments  of  $5,000  each.

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  defendants  have not yet filed
responsive  pleadings  in  the  case.  The  Defendant  has  recently  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 seeks payment of an outstanding balance
of  a  note  related  to the purchase by the Company of Del Mar Systems totaling
approximately  $85,000.  Further,  Defendant  is  seeking  injunctive relief for
enforcement  of  the stock purchase agreement of Del Mar Systems.  Management is
vigorously  opposing  these claims and does not feel the claims have substantial
merit.

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

None.

                                     PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

Bid  and  ask  quotations  for  our  common  shares  are  routinely submitted by
registered  broker  dealers  who  are  members  of  the  National Association of
Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board. These
quotations  reflect  inner-dealer  prices,  without retail mark-up, mark-down or
commission  and  may  not  represent  actual  transactions. The high and low bid
information  for  our  shares for each quarter for the last two years, so far as
information  is  reported,  through  the  quarter  ended  December  31, 2003, as
reported  by  the  Bloomberg  Financial  Network,  are  as  follows:


                       Quarter Ended    High Bid     Low Bid
                       31-Mar-03 . .    $    2.00    $   0.05
                       30-Jun-03 . .    $    0.35    $   0.15
                       30-Sep-03 . .    $    5.35    $   0.80
                       31-Dec-03 . .    $    3.50    $   3.10
                       31-Mar-04 . .    $    5.30    $   3.50
                       30-Jun-04 . .    $    5.50    $   2.90
                       30-Sep-04 . .    $    3.06    $   1.27
                       31-Dec-04 . .    $    2.29    $   1.42

NUMBER  OF  SHAREHOLDERS

As  of  May 2,  2005,  we  had  approximately  1,000 shareholders of record.

DIVIDEND  POLICY

We have not paid any dividends since inception and presently anticipate that all
earnings,  if  any,  will be retained for development of our business. We expect
that  no  dividends  on  the  shares  of  common  stock  will be declared in the
foreseeable  future.  Any  future dividends will be subject to the discretion of
our  Board  of  Directors  and  will depend upon, among other things, our future
earnings,  operating  and  financial  condition,  capital  requirements, general
business  conditions  and  other  pertinent  facts.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

In  the fiscal year ended December 31, 2004, we issued $2,045,100 of convertible
debentures  to  Dutchess Private Equities Fund, LP and Dutchess Private Equities
Fund,  II,  LP,  collectively.  There is a 20% discount to the face value on the
debenture.  The debenture converts into common stock at the lesser of (i) 75% of
the  lowest  closing  bid  price  during  the  fifteen trading days prior to the
Conversion  Date  or  (ii) 100% of the average of the closing bid prices for the
twenty  trading  days immediately preceding the Closing Date of the Transaction.
The  current  balance  on  the  debentures  issued  in  2004  is  $1,867,718.

The  sales  set forth above were undertaken under Rule 506 of Regulation D under
the  Securities  Act  of  1933,  as  amended,  by  the  fact  that:

-    the  sales were made to a sophisticated or accredited investors, as defined
     in  Rule  502;
-    we  gave  each  purchaser  the  opportunity  to  ask  questions and receive
     answers  concerning  the terms and conditions of the offering and to obtain
     any  additional  information  which  we  possessed or could acquire without
     unreasonable  effort or expense that is necessary to verify the accuracy of
     information  furnished;
-    at  a  reasonable  time  prior  to  the sale of securities, we advised each
     purchaser  of  the  limitations  on  resale in the manner contained in Rule
     502(d)2;
-    neither  we  nor any person acting on our behalf sold the securities by any
     form  of  general  solicitation  or  general  advertising;  and
-    we  exercised  reasonable  care  to  assure  that  each  purchaser  of  the
     securities is not an underwriter within the meaning of Section 2(11) of the
     Securities  Act  of  1933  in  compliance  with  Rule  502(d).

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

You should read this section together with our consolidated financial statements
and  related  notes  thereto  included  elsewhere  in  this  report.

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 expansion plans.
You  should  not  place  undue reliance on these forward-looking statements. Our
actual  results  could  differ  materially  from  those  anticipated  in  the
forward-looking  statements  for  many reasons, including the risks described in
our  "Risk Factor" section and elsewhere in this report. Although we believe the
expectations  reflected  in  the forward-looking statements are reasonable, they
relate  only  to events as of the date on which the statements are made, and our
future  results,  levels  of  activity, performance or achievements may not meet
these  expectations.  We  do  not  intend  to  update any of the forward-looking
statements after the date of this document to conform these statements to actual
results  or  to  changes  in  our  expectations,  except  as  required  by  law.

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,  property  and  equipment,  advertising and
issuance  of  shares  for  service.

Our  revenue  recognition  policies  are  in  compliance  with  all  applicable
accounting  regulations,  including  American  Institute  of  Certified  Public
Accountants (AICPA) Statement of Position (SOP) 81-1, Accounting for Performance
of  Construction-Type  and  Certain  Production-Type  Contracts.  Revenues  from
installations,  cabling  and  networking  contacts  are  recognized  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,  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.


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

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

We  expense  advertising  costs  as  incurred.

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

GOING  CONCERN  OPINION

Our  audited  financial  statements for the fiscal year ended December 31, 2004,
reflect a net loss of $4,167,705. 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.

TWELVE  MONTH PERIOD ENDED DECEMBER 31, 2004 AS COMPARED TO TWELVE MONTH PERIODS
ENDED  DECEMBER  31,  2003.

NET  REVENUES
-------------
Net  revenues  for the year ended December 31, 2004 were $1,889,739  compared to
$1,233,908  for  the year ended December 31, 2003 due to increased marketing and
contracts  received.  We  also experienced an increase in Wi-Fi contracts during
the  period  ended  December  31,  2004 versus same period 2003 due to increased
wireless  capabilities  acquired  through  our  partnerships  with our strategic
partners.  Our  year to date revenues are higher than the same period a year ago
due  to  an  increase  in  the  total  amount  of  new  contracts  received.

COST  OF  REVENUES
------------------
Cost  of  revenues for the year ended December 31, 2004 was  $1,705,562 compared
to  $965,569 for the year ended December 31, 2003. Our Cost of Revenue increased
for  the  12  months ended December 31, 2004 when compared to the same period in
2003  due  to  an  increase  in  Revenues  for  the  period.

OPERATING  EXPENSES
-------------------
Operating Expenses for the year ended December 31, 2004 were $2,973,770 compared
to  $2,306,744  for  the  year  ended  December  31,  2003 due to an increase in
salaries  advertising,  consulting,  and  professional  expenses.  The  Company
incurred  and  allocated salary expense of $401,953 to operating expenses during
the  year  ended 2004. Other significant components of 2004's operating expenses
consisted  of  $1,143,058  of  investor relations expenses, professional fees of
$318,243  and  consulting  fees  of  $324,179  expenses.

OTHER  INCOME  (EXPENSE)
------------------------
Other  Income  (Expense)  for  the year ended December 31, 2004 was ($1,377,312)
compared  to  ($1,394,602) for the year ended December 31, 2003. The decrease in
Other  Expenses  is  primarily  due to a decrease in  interest expenses from the
conversion  of  debentures,  and  shares of common stock. This amount would have
been  much  lower if not for a write off of goodwill in the amount of $1,000,000
which  was  due  to  the  acquisition  of  Del Mar Systems.  We believe that the
acquisition  of  Del  Mar  Systems does not currently hold an amount of Goodwill
toward  NIC,  therefore  was  chosen  to  be  written  off.

NET  LOSS
---------
Net  Loss  for  the  year  ended  December 31, 2004 was ($4,167,705) compared to
($3,434,607)  for  the  year  ended  December  31,  2003  due to increased Other
Expenses,  including that for the write off of Goodwill for Del Mar Systems, for
the  year  ended December 31, 2004 compared to the year ended December 31, 2003.

BASIC  AND  DILUTED  LOSS  PER  SHARE
-------------------------------------
Our  basic  and  diluted  loss  for the year ended December 31, 2004 was ($0.19)
compared  to  ($0.17) for the year ended December 31, 2003 due to an increase in
our  Net  Loss,  as  described  above.

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

As  of  December  31,  2004,  our  Current  Assets  were  $1,002,891 and Current
Liabilities  were  $1,354,083.  Cash  and  cash  equivalents  were  $1,732.  Our
Stockholder's  Deficit at December 31, 2004 was ($1,877,631). We had a net usage
of  cash due to operating activities in December 31, 2004 and 2003 of $3,066,297
and  $747,380  respectively. We had net cash provided by financing activities of
$3,522,304 and  $730,061 for the twelve month period ended December 31, 2004 and
2003,  respectively.  We  had  $1,429,710  from  borrowings  in the period ended
December 31, 2004 as compared to $303,399 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  Capital
Management  LLC,  our  largest  investor.  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.

COMMITMENTS

Our  material  commitments  are:

$120,580 in loans from a major shareholder and officer. The amount is unsecured,
due  on  demand  and  non  interest  bearing.


In  the fiscal year ended December 31, 2004, we issued $2,045,100 of convertible
debentures  to  Dutchess Private Equities Fund, LP and Dutchess Private Equities
Fund,  II,  LP,  collectively.  The  debenture converts into common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days prior to the Conversion Date or (ii) 100% of the average of the closing bid
prices for the twenty trading days immediately preceding the Closing Date of the
Transaction.  The  current  balance  on  the  debentures  is  $1,867,718.

We  issued  $568,000  in  debentures  in  2003, of which $403,000 were issued to
Dutchess  Private  Equities Fund, LP and Dutchess Private Equities Fund, II, LP,
collectively.  The  total $568,000 remained outstanding as of December 31, 2004.
The  remaining  $165,000 debentures were issued to unrelated parties. A total of
$75,000  of  these  debentures  was converted to common stock in 2004, leaving a
balance  of  $90,000  as  of  December  31,  2004.

Payroll  tax  payable  of  $368,192  as of December 31, 2004 consists of payroll
taxes  payable to the Federal Government for 2004 payroll tax liabilities. As of
the date these financial statements were issued, we were continuing negotiations
with  the  Internal  Revenue  Service  to  schedule  periodic payments until the
liability  is  paid  in full. We intend to commence installment payments on this
liability  in  2005.


SUBSIDIARY
----------

As  of  December  31,  2004,  we  had  two  wholly-owned  subsidiaries,  Network
Installation  Corp. and Del Mar Systems International, Inc. Network Installation
Corp. is the name of both the parent company incorporated in the state of Nevada
and the subsidiary incorporated in the state of California. On March 1, 2004, we
acquired  Del  Mar  Systems  International, Inc., a telecommunications solutions
provider.



                                  RISK  FACTORS

An  investment  in  our  common stock involves a high degree of risk. You should
carefully  consider  the  following  risk factors, other information included in
this  prospectus  and information in our periodic reports filed with the SEC. If
any  of the following risks actually occur, our business, financial condition or
results  of  operations  could be materially and adversely affected, and you may
lose  some  or  all  of  your  investment.

RISKS  ABOUT  OUR  BUSINESS

OUR  INDEPENDENT  ACCOUNTANTS  HAVE  ISSUED  A  GOING  CONCERN  OPINION.

Our  audited  financial  statements for the fiscal year ended December 31, 2004,
reflect  a  net  loss  of  $4,167,705. These conditions raised substantial doubt
about  our  ability  to  continue  as  a  going  concern.  If  we do not acquire
sufficient  additional  funding  or  alternative  sources of capital to meet our
working  capital,  we  may  have  to  substantially  curtail  our operations and
business  plan.

WE  HAVE  SUBSTANTIAL  INDEBTEDNESS  WHICH MAY AFFECT OUR ABILITY TO MAINTAIN OR
GROW  OUR  OPERATIONS.

We currently have $1,354,083 in current liabilities. 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;  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 partly 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. We may not be able to affect
any  of  these  remedies  on  satisfactory  terms,  or  at  all.

OUR  OPERATING  RESULTS WILL FLUCTUATE SIGNIFICANTLY FOR THE FORESEEABLE FUTURE,
WHICH  MAY  AFFECT  OUR  STOCK  PRICE.

Our  quarterly  results  of operations have varied in the past and are likely to
continue  to  vary significantly from quarter to quarter. Our operating expenses
are  based  on  expected  future  revenues and are relatively fixed in the short
term.  If  our revenues are lower than expected, our results of operations could
be  adversely  affected.  Additionally,  we  are  unable  to forecast our future
revenues  with  certainty because our business plan contemplates the acquisition
of  new  enterprises. Many factors can cause our financial results to fluctuate,
some  of which are outside of our control. Quarter-to-quarter comparisons of our
operating  results may not be meaningful and you should not rely upon them as an
indication of our future performance. In addition, during certain future periods
our  operating  results likely will fall below the expectations of public market
analysts  and  investors.  In  this  event, the market price of our common stock
likely  would  decline.

WE  NEED  ADDITIONAL CAPITAL TO GROW OUR BUSINESS AND WE MAY NOT BE ABLE TO FIND
SUCH  CAPITAL  ON  ACCEPTABLE  TERMS.

Our  business  plan  contemplates  the  acquisition  of  new enterprises and the
proceeds from our existing financing arrangements may not be sufficient to fully
implement  our  business  plan.  Additionally,  we  may  not be able to generate
sufficient  revenues  from  our  existing  operations  to  fund  our  capital
requirements.  Accordingly,  we  may  require  additional  funds to enable us to
operate  profitably.  Such financing may not be available on terms acceptable to
us.  As of December 31, 2004 we had no bank borrowings or credit facilities, and
we  may not be able to arrange any such debt financing. Additionally, we may not
be  able  to  successfully  consummate  additional  offerings  of stock or other
securities  in  order  to meet our future capital requirements. Historically, we
have operated from a cash flow deficit funded by outside debt and equity capital
raised  including funds provided by Dutchess Capital Management LLC, our largest
investor. Without such 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.

OUR  BUSINESS STRATEGY INCLUDES IDENTIFYING NEW BUSINESSES TO ACQUIRE, AND IF WE
CAN  NOT INTEGRATE ACQUISITIONS INTO OUR COMPANY SUCCESSFULLY, WE MAY NOT BECOME
PROFITABLE.

Our  success  partially  depends  upon  our  ability  to  identify  and  acquire
undervalued  businesses.  Although we believe that there are companies available
for  potential  acquisition  that  are  undervalued  and  might offer attractive
business  opportunities,  we may not be able to make any acquisitions, and if we
do  make  acquisitions,  they  may  not  be  profitable.

WE  DEPEND  ON  OUR  KEY PERSONNEL AND IF THOSE PERSONNEL LEAVE THE COMPANY, OUR
BUSINESS  MAY  BE  HARMED.

At  this  time,  we  are  almost  totally  dependent upon Jeffrey R. Hultman and
Michael  V.  Rosenthal as our principal operating officers and on our directors,
our only business asset that is producing significant revenues. While we have an
employment  agreement  with  Mssrs.  Hultman and Rosenthal, it does not obligate
them  to  remain  as  officers. We do not maintain insurance on the lives of our
officers,  directors  or  key employees; the loss of their services would have a
material  adverse  effect  on our business. We elect our directors each year and
while  we  expect to reelect our directors currently on the Board, our directors
are  not  obligated  to  continue  in  their  positions.


SOME OF OUR POTENTIAL FUTURE GROWTH DEPENDS ON INCREASING CUSTOMER ACCEPTANCE OF
WIRELESS  NETWORKS, AND TO THE EXTENT THAT SUCH ACCEPTANCE FAILS TO INCREASE, WE
MAY  NOT  GROW  OUR  BUSINESS.

While  the  majority of our revenues are currently derived from the installation
of  cable systems, we believe that improving wireless technology will eventually
make  wireless  systems  an  acceptable  alternative  to  many  of our potential
customers.  We  have  begun  to  enter the wireless marketplace and believe this
technology  could  lead  to future growth for our company. The wireless industry
has historically experienced a dramatic rate of growth both in the United States
and  internationally.  If  the  rate  of  growth  should slow down and end users
continue  to reduce their capital investments in wireless infrastructure or fail
to  expand  their  networks,  we  may  not  be  able  to  expand  our  business.

OUR  INDUSTRY HAS RAPIDLY CHANGING TECHNOLOGY AND, IF WE DO NOT STAY CURRENT, WE
MAY  LOSE  CUSTOMERS  AND  OUR  BUSINESS  WILL  BE  HARMED.

The  network  installation  industry  and  related technology business involve a
broad  range  of  rapidly changing technologies. Our technologies may not remain
competitive  over time, and others may develop technologies that are superior to
ours  which  may render our products non-competitive. Our business may depend on
trade  secrets,  know-how, continuing innovations and licensing opportunities to
develop  and maintain our competitive position. Others may independently develop
equivalent  proprietary  information or otherwise gain access to or disclose our
information.  Our  confidentiality  agreements  on which we rely may not provide
meaningful  protection  of any trade secrets on which we may depend for success,
or  provide  adequate remedies in the event of unauthorized use or disclosure of
confidential  information  or  prevent our trade secrets from otherwise becoming
known  to  or  independently  discovered  by  our  competitors.



                          INDEPENDENT AUDITOR'S REPORT


Board  of  Directors
Network  Installation  Corporation,  Inc.
Irvine,  CA


We  have  audited  the  accompanying  consolidated  balance  sheets  of  Network
Installation  Corporation,  Inc.,  as  of  December  31,  2004,  and the related
statements of operations, stockholders' equity, and cash flows for the year then
ended.   These  financial  statements  are  the  responsibility of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audit.

We  conducted  our  audit  "in  accordance  with standards of the Public Company
Accounting  Oversight  Board  (United  States)"  as  outlined  in PCAOB Auditing
Standard  No.  1.  Those standards require that we plan and perform the audit to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audit provides a reasonable basis for our
opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  Network  Installation
Corporation,  Inc., as of December 31, 2004, and the results of their operations
and  their  cash  flows  for  the year then ended, in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.

The  financial  statements for the year ended December 31, 2003, were audited by
other  accountants,  whose report dated April 14, 2004, expressed an unqualified
opinion  on  those  statements.  They have not performed any auditing procedures
since  that  date.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  described  in Note 3 to the
financial  statements,  conditions exist which raise substantial doubt about the
Company's  ability  to continue as a going concern unless it is able to generate
sufficient  cash  flows  to meet its obligations and sustain its operation.  The
Company  lost  $9,634,545  from  operations  through  December  31,  2004.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.

Jaspers Hall & Johnson
Denver,  Colorado
May  6,  2005




                             NETWORK INSTALLATION CORP. INC
                              Consolidated Balance Sheets
                                 December 31, 2004


                                                                      
                                                                     2004          2003 
                                                              ------------  ------------
ASSETS:
CURRENT ASSETS:
   Cash. . . . . . . . . . . . . . . . . . . . . . . . . . .  $     1,732   $       667 
   Accounts Receivable . . . . . . . . . . . . . . . . . . .      500,833       432,428 
   Allowance for Doubtful Accounts . . . . . . . . . . . . .      (95,486)      (79,309)
   Work in Progress. . . . . . . . . . . . . . . . . . . . .            -       200,000 
   Other Current Assets. . . . . . . . . . . . . . . . . . .            -         2,289 
   Prepaid Expenses. . . . . . . . . . . . . . . . . . . . .      595,812             - 
                                                              ------------  ------------
      Total Current Assets . . . . . . . . . . . . . . . . .    1,002,891       556,075 
                                                              ------------  ------------

FIXED ASSETS:
   Furniture  & Fixtures . . . . . . . . . . . . . . . . . .       46,098        10,262 
                                                              ------------  ------------
       Total Fixed Assets. . . . . . . . . . . . . . . . . .       46,098        10,262 
       Less: Accumulated Depreciation. . . . . . . . . . . .       (9,937)       (3,364)
                                                              ------------  ------------
           Net Fixed Assets. . . . . . . . . . . . . . . . .       36,161         6,898 
                                                              ------------  ------------

OTHER ASSETS:
   Security Deposits . . . . . . . . . . . . . . . . . . . .       19,916             - 
                                                              ------------  ------------
      Total Other Assets . . . . . . . . . . . . . . . . . .       19,916             - 
                                                              ------------  ------------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . .  $ 1,058,968   $   562,973 
                                                              ============  ============


LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts Payable . . . . . . . . . . . . . . . . . . . .  $ 1,148,428   $ 1,532,893 
    Notes Payable. . . . . . . . . . . . . . . . . . . . . .       85,075        59,556 
    Notes Payable - related party. . . . . . . . . . . . . .      120,580       163,691 
    Deferred Revenue . . . . . . . . . . . . . . . . . . . .            -       280,924 
    Convertible Debentures - current . . . . . . . . . . . .            -       517,616 
                                                              ------------  ------------
        Total current liabilities. . . . . . . . . . . . . .    1,354,083     2,554,680 
                                                              ------------  ------------

LONG-TERM DEBT
    Convertible Debentures - Long Term . . . . . . . . . . .    1,582,516       603,000 
                                                              ------------  ------------
        Total long-term debt . . . . . . . . . . . . . . . .    1,582,516       603,000 
                                                              ------------  ------------

STOCKHOLDERS' EQUITY:
Common Stock, $.001 par value; 100,000,000 shares authorized
    23,483,873 shares issued and outstanding in 2004 . . . .       23,484        12,616 
      shares issued and outstanding in 2003
Additional paid-in Capital . . . . . . . . . . . . . . . . .    7,617,181     2,743,222 
Shares to be Issued. . . . . . . . . . . . . . . . . . . . .      116,249       116,295 
Accumulated Deficit. . . . . . . . . . . . . . . . . . . . .   (9,634,545)   (5,466,840)
                                                              ------------  ------------
      Total stockholders' equity . . . . . . . . . . . . . .   (1,877,631)   (2,594,707)
                                                              ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . .  $ 1,058,968   $   562,973 
                                                              ============  ============









                       NETWORK INSTALLATION CORP., INC.
                    Consolidated Statements of Operations

                                                   
                                                 Year Ended
                                               December, 31
                                         ----------------------------
                                                  2004          2003 
                                         --------------  ------------

REVENUE:
   Sales. . . . . . . . . . . . . . . .      1,889,739     1,233,908 
                                         --------------  ------------

      Total Revenue . . . . . . . . . .      1,889,739     1,233,908 
                                         --------------  ------------

   Cost of Goods Sold . . . . . . . . .      1,705,562       965,569 
                                         --------------  ------------

NET REVENUE . . . . . . . . . . . . . .        184,177       268,339 
                                         --------------  ------------

EXPENSES:
    Operating Expenses. . . . . . . . .      2,973,770     2,306,744 
                                         --------------  ------------

        Total Expenses. . . . . . . . .      2,973,770     2,306,744 
                                         --------------  ------------

LOSS FROM OPERATIONS. . . . . . . . . .     (2,789,593)   (2,038,405)
                                         --------------  ------------

OTHER INCOME/EXPENSES:
   Interest Income. . . . . . . . . . .          3,877             - 
   Other Income . . . . . . . . . . . .        278,911             - 
   Interest Expense . . . . . . . . . .       (660,100)   (1,394,602)
   Write-off of Goodwill. . . . . . . .     (1,000,000)            - 
                                         --------------  ------------

      Total Other Income/Expense. . . .     (1,377,312)   (1,394,602)
                                         --------------  ------------

LOSS BEFORE INCOME TAXES. . . . . . . .     (4,166,905)   (3,433,007)
                                         --------------  ------------

    Provision for income taxes. . . . .            800         1,600 
                                         --------------  ------------

NET LOSS. . . . . . . . . . . . . . . .     (4,167,705)   (3,434,607)
                                         ==============  ------------


BASIC AND DILUTED LOSS PER COMMON SHARE  $       (0.19)  $     (0.17)
                                         ==============  ============








                                                      NETWORK INSTALLATION CORP., INC.
                                                 Consolidated Stockholder's Equity (Deficit)
                                                             December 31, 2004   


                                                                                              
                                                                       Additional     Shares       Retained
                                                                        Paid-In        To Be       Earnings
                                                      Common Stock      Capital       Issued       (Deficit)      Total
                                             ------------------------  -----------  ------------  ----------  ----------- 
                                              # of Shares   Amount
                                             -------------  ---------                                                       

Balance - December 31, 2003 . . . . . . . .    12,616,330     12,616    2,743,222       116,295    (5,466,840)   (2,594,707)
                                             -------------  ---------  -----------  ------------  ------------  ------------

Recapitalization of stock for Reverse Merger   (2,149,500)    (2,150)       2,185           (35)            -             - 
Issuance of stock for services. . . . . . .       372,383        372      365,778             -             -       366,150 
Issuance of stock for cash. . . . . . . . .       745,001        745    2,234,258             -             -     2,235,003 
Conversion on convertible debenture. . . .              -          -      511,275             -             -       511,275 
Issuance of stock for Acquisition . . . . .       130,549        131      499,869             -             -       500,000 
Conversion on convertible debenture. . . .        188,365        189      706,044           (11)            -       706,222 
Issuance of stock warrants. . . . . . . . .             -          -      466,790             -             -       466,790 
Issuance of stock warrants Advisory Board .             -          -       99,341             -             -        99,341 
Forward stock split . . . . . . . . . . . .    11,580,745     11,581      (11,581)            -             -             - 
Net Loss for Year . . . . . . . . . . . . .             -          -            -                  (4,167,705)   (4,167,705)
                                             -------------  ---------  -----------  ------------  ------------              

Balance - December 31, 2004 . . . . . . . .    23,483,873   $ 23,484   $7,617,181   $   116,249   $(9,634,545)  $(1,877,631)
                                             =============  =========  ===========  ============  ============  ============












                          NETWORK INSTALLATION CORP., INC.
                       Consolidated Statements of Cash Flows
               
                                Indirect Method

                                                                
                                                             Year Ended
                                                            December 31,
                                                      ----------------------------
                                                               2004          2003 
                                                      --------------  ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss . . . . . . . . . . . . . . . . . . . . . .  $  (4,167,705)  $(3,434,607)
  Stock issued for services & debt reduction . . . .        366,150     2,089,250 
  Stock warrants issued for debt inducement. . . . .        466,790       289,967 
  Beneficial conversion feature expense. . . . . . .       (511,275)     (134,000)
  Depreciation . . . . . . . . . . . . . . . . . . .          6,573         3,364 
  Bad Debt Expense . . . . . . . . . . . . . . . . .        171,627             - 
  Write-off of Goodwill. . . . . . . . . . . . . . .      1,000,000             - 
  Reversal of prior year discontinued operations . .       (278,911)            - 
  Loss on conversion of debt . . . . . . . . . . . .              -        91,110 
Adjustments to reconcile net loss to net cash used
   by operating activities
 Changes in operating assets and liabilities:
   (Increase) in accounts receivable . . . . . . . .        (52,228)     (353,119)
   Decrease (Increase) Work in Progress. . . . . . .        200,000      (200,000)
   Decrease (Increase) in other assets . . . . . . .          2,289          (969)
  (Increase) Prepaid expenses. . . . . . . . . . . .       (528,000)            - 
   (Increase) in deposits. . . . . . . . . . . . . .        (19,916)            - 
   Increase (Decrease) accounts payable and accruals       (321,195)      901,624 
                                                      --------------  ------------
NET CASH FLOWS USED BY OPERATING ACTIVITIES. . . . .     (3,665,801)     (747,380)
                                                      --------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash paid to acquire subsidiary. . . . . . . . . .              -             - 
  Purchase of property and equipment . . . . . . . .        (32,138)            - 
  Cash received in acquisition of subsidiary. .. . .              -           667 
                                                      --------------  ------------
NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES. . .        (35,836)          667 
                                                      --------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from related party debt. . . . . . . . .         41,964       264,691 
   Proceeds from issuance of stock . . . . . . . . .      2,235,003             - 
   Payment on notes payable - related. . . . . . . .         (3,975)            - 
   Payments on long-term debt. . . . . . . . . . . .              -             - 
   Proceeds from factor. . . . . . . . . . . . . . .              -        14,056 
   Proceeds from long-term borrowing . . . . . . . .      1,429,710       303,399 
   Proceeds from shares to be issued . . . . . . . .              -       147,915 
                                                      --------------  ------------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES. . .      3,702,702       730,061 
                                                      --------------  ------------

NET INCREASE (DECREASE) IN CASH. . . . . . . . . . .          1,065       (16,652)
                                                      --------------  ------------

CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . .            667        17,319 
                                                      --------------  ------------

CASH AT END OF PERIOD. . . . . . . . . . . . . . . .  $       1,732   $       667 
                                                      ==============  ============


SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

    Cash paid for interest . . . . . . . . . . . . .  $      22,918   $         - 
                                                      ==============  ============
    Cash paid for taxes. . . . . . . . . . . . . . .  $       1,600   $         - 
                                                      ==============  ============

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS

    Stock issued for services. . . . . . . . . . . .  $     321,665   $ 2,245,217 
                                                      ==============  ============




                     NETWORK INSTALLATION CORPORATION, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2004


Note  1  -  Description  of  Business  and  Segments:
            -----------------------------------------

Organization:
-------------

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

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

According  to the terms of the share exchange agreement, control of the combined
companies  (the  "Company") passed to the former shareholders of NIC.  This type
of  share  exchange  has  been  treated  as a capital transaction accompanied by
recapitalization of NIC in substance, rather than a business combination, and is
deemed  a "reverse acquisition" for accounting purposes, since the former owners
of  NIC  controlled  majority of the total common shares outstanding immediately
following  the  acquisition.

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

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

A  certificate  of  amendment  was  filed  on July 10, 2003 to change the parent
company's  name  from Flexxtech Corporation to Network Installation Corporation,
Inc.

The  audited  financial statements for the two years ended December 31, 2003 and
2002 were filed on April 9, 2004 with the Securities and Exchange Commission and
are hereby referenced.  In the opinion of management, all adjustments considered
necessary  for  a  fair  presentation  have  been  included.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES


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

The  accompanying  financial  statements  include  the  accounts  of  Network
Installation  Corporation,  formerly  Flexxtech Corporation (legal acquirer, the
"Parent"), and its 100% owned subsidiaries, Network Installation Corporation and
Del  Mar Systems International, Inc.  All significant inter-company accounts and
transactions  have  been  eliminated  in consolidation.  The results include the
accounts  of  NIC  and  Flexxtech  for the year ended December 31, 2004, and the
results of DMSI from the date of acquisition, March 1, 2004 through December 31,
2004.  The  historical  results for the year ended December 31, 2003 include NIC
and  Flexxtech  only.

Cash  and  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

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  and  useful  lives for depreciable and amortizable assets.
Actual  results  could  differ  from  those  estimates.

Prepaid  Advertising  Services:
-------------------------------

During  the  year  ended December 31. 2004, the Company issued 250,000 shares of
common  stock  valued at $263,750 for advertising services to be rendered during
the  next 12 months.  Retainer fees of $45,000 were payable in relation to these
services.  The  Company  expensed  $195,938  during  the year ended December 31,
2004,  leaving  a  prepaid  balance outstanding of $67,812 at December 31, 2004.
During  the  year  ended  December  31,  2004 the Company made deposits totaling
$528,000  for  an  investor  relations  services  to  be  consummated  in  2005.

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 (3-7
years),  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  uncollectabilty  of the Company's trade
accounts  receivable  balances.  If  the  Company  determines that the financial
conditions  of  any  of  its  customers  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.

Work  in  Progress:
-------------------

Work in progress consists of a networking materials and equipment in the process
of  being  installed  at  years end.  Work in progress is stated at the lower of
cost,  determined  by  the  first-in, first-out ("FIFO") method, or market.  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  December  31,  2004  and December 31, 2003, 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.


Revenue  Recognition  &  Deferred  Revenue:
-------------------------------------------

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


Under  the  Completed-Contract Method, revenues and expenses are recognized when
services  have  been  performed  and  the  projects  have  been  completed.  For
projects, which have been completed but not yet billed to the customers, revenue
is  recognized  based  on  management's estimates of the amounts to be realized.
When  such projects are billed, any difference between the initial estimates and
the  actual  amounts  billed  are recorded as increases or decreases to revenue.
Expenses  are  recognized in the periods in which the corresponding liability is
incurred.

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


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

In  October  1995,  the  FASB  issued  SFAS No. 123, "Accounting for Stock-Based
Compensation"  amended by SFAS No. 148, "Accounting for Stock Based Compensation
Transition  and  Disclosure".  SFAS  Bo. 123 prescribes accounting and reporting
standards  for  all  stock-based  compensation  plans,  including employee stock
options,  restricted stock, employee stock purchase plans and stock appreciation
rights.  SFAS No. 123 requires compensation expense to be recorded (i) using the
new  fair value method or (ii) using the existing accounting rules prescribed by
Accounting  Principles  Board  Opinion  No.  25, "Accounting for stock issued to
employees" (APB 25) and related interpretations with proforma disclosure of what
net  income  and  earnings per share would have been had the Company adopted the
new  fair  value method.  The Company uses the intrinsic value method prescribed
by  APB  25  and  has  opted  for the disclosure provisions of SFAS No. 123.  No
options  were  issued  during  the  year  ended  December  31,  2004  and  2003,
respectively.

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 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.

Note  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
$9,634,545,  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.  Management devoted considerable effort
toward  obtaining additional equity financing through various private placements
and  evaluation  of  its  distribution  and  marketing  methods.


Note  4  -  Accounts  Payable  and  Accrued  Expenses:
            ------------------------------------------

Accounts  payable  and  accrued expenses  are  comprised of the following as of:

                              December  31,          December  31,
                                   2004                  2003
                                   ----                 ----
          Accounts  Payable    $  379,841           $   655,334
          Accrued  Payroll         12,355                   -0-
          Payroll  Tax  Payable   368,192               122,749
          Accrued  Expenses       388,040               754,810
                                -----------          ------------
                               $1,148,428            $1,532,893
                                ===========          ============

Note  5  -  Note  Payable:
            --------------

The Company contracted a $500,000 note payable in March 2004 in connections with
the  DMSI acquisition.  This note bears interest at 5% and is payable in monthly
installments  of $42,804, maturing in April 2005.  The balance outstanding as of
December  31,  2004  is  $85,075.

Note  6  -  Related  Party  Transactions:
            -----------------------------

The  Company  has  an unsecured, non-interest bearing note, due on demand, to an
officer.  The  balance outstanding as of December 31, 2004 and 2003, is $120,580
and  $163,691,  respectively.


Note  7  -  Federal  Income  Taxes:
            -----------------------

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss.  Through  December  31,  2004,  the  Company  incurred net
operating  losses  for  tax  purposes  of  $2,600,000  approximately.  The  net
operating  loss  carry  forward 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.  The provision for income taxes consists of
the  state  minimum  tax  imposed  on  corporations.



Note  8  -  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 refiled the complaint.  Although the Company will continue
to  oppose  the  action  the  Company  and  its  current  management  have begun
settlement  discussions  with  the  plaintiff.

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

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

Note  9  -  Stockholder's  Equity:
            ----------------------

During the year ended December 31, 2004, the Company issued shares of its common
stock,  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.

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

The  Company issued 8,000 shares of common stock to a shareholder for conversion
of  a  Promissory  Note  amounting  to  $40,003.

The  Company  issued  138,106  shares  of  common  stock  valued at $421,949 for
conversion  of debenture amount of $430,900.  The difference of the value of the
stock issued and debenture amount of $8,951 was charged as a loss on conversion.

The  Company  was  to  issue 11,462 shares of common stock valued a5 $32,094 for
conversion  of  debenture  amount  of  $32,552  to  a  related  party,  a  major
shareholder  of  the  Company.  The  difference  of the value of the stock to be
issued  and  debenture  amount  of  $458  was  charged  as a loss on conversion.

The  Company  issued  50,000 shares of common stock to a consultant for services
rendered valued at $195,004. The Company issued 6,410 shares of common stock for
a  consideration  of  $24,362.

On  September  30,  2004, the Company announced a 2 for 1 forward stock split of
its  common  stock.  The  Company's  authorized  shares  remain  the  same.  The
financial  statements  have  been  retroactively restated for the effects of the
stock  split.

Note  10  -  Convertible  Debentures:
             ------------------------

During  the  period ended March 31, 2004, the Company issued $570,500 debentures
to  a majority of shareholder of the Company. $160,500 carrying an interest rate
of  8%  per annum, due 2009. $410,000 carry an interest rate of 6% per annum due
in  2008  and  2009.  Holder  is  entitled  to  convert  the face amount of this
Debenture,  plus  accrued  interest,  anytime following the Closing date, at the
lesser  of  (i)  75%  of  the  lowest  closing bid price during the fifteen (15)
trading  days prior to the Conversion Date or (ii) 100% of the closing bid price
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.  Principle  payments on these debentures of
$52,382  were  made  in  2004.

During the period ended June 30, 2004, the Company issued $100,000 debentures to
a  majority  shareholder of the Company. Each debenture carries an interest rate
of  8%  per  annum,  due  in  March 2009. Holder is entitled to convert the face
amount  of  this Debenture, plus accrued interest, anytime following the Closing
Date,  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen  (15)  trading  days  prior  to  the Conversion Date or (ii) 100% of the
closing  bid  prices  for the twenty (20) trading days immediately preceding the
Closing  Date  ("Fixed  Conversion  Price"),  each  being  referred  to  as  the
"Conversion  Price".  No  fractional  shares  or scrip representing fractions of
shares  will be issued on conversion, but the number of shares issuable shall be
rounded  up  or  down,  as  the  case  may  be to the nearest whole share. These
debentures  were  paid  in  full  in  2004.

During  the  period  ended  September  30,  2004,  the  Company  issued $240,000
debentures  to  a majority shareholder of the Company. Each debenture carries an
interest  rate  of  8% per annum, due in 2009. Holder is entitled to convert the
face  amount  of  this  Debenture,  plus accrued interest, anytime following the
Closing  Date,  at  the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  (15) trading days prior to the Conversion Date or (ii) 100% of the
closing  bid  prices  for the twenty (20) trading days immediately preceding the
Closing  Date  ("Fixed  Conversion  Price"),  each  being  referred  to  as  the
"Conversion  Price".  No  fractional  shares  or scrip representing fractions of
shares  will be issued on conversion, but the number of shares issuable shall be
rounded  up  or down, as the case may be to the nearest whole share. A principle
payment  of  $25,000  was  made  on  these  debentures  in  2004.

During  the  period  ended  December  31,  2004,  the  Company issued $1,134,600
debentures  to a majority shareholder of the Company.  Each debenture carries an
interest  rate  of 8% per annum, due in 2009.  Holder is entitled to convert the
face  amount  of  this  Debenture,  plus accrued interest, anytime following the
Closing  Date,  at  the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  (15) trading days prior to the Conversion Date or (ii) 100% of the
closing  bid  prices  for the twenty (20) trading days immediately preceding the
Closing  Date  ("Fixed  Conversion  Price"),  each  being  referred  to  as  the
"Conversion  Price".  No  fractional  shares  or scrip representing fractions of
shares  will be issued on conversion, but the number of shares issuable shall be
rounded  up  or  down,  as  the  case  may  be  to  the  nearest  whole  share.

Note  11  -  Basic  and  Diluted  Net  Loss  Per  Share:
             ------------------------------------------

Basic  and diluted net loss per share for the twelve-month period ended December
31,  2004  and  2003 were determined by dividing net loss for the periods by the
weighted average number of basic and diluted shares of common stock outstanding.
Weighted  average  number  of  shares used to compute basic and diluted loss per
share  is  the  same  since  the effect of dilutive securities is anti-dilutive.

Note  12  -  Supplemental  Disclosures  of  Cash  Flows:
             -------------------------------------------

The  Company  paid  interest of $22,918 during the year ended December 31, 2004.
The Company paid income taxes of $1,600 during the year ended December 31, 2004.

Note  13  -  Acquisition  of  Del  Mar  Systems  International,  Inc.:
           -----------------------------------------------------------

Pursuant  to  an  acquisition  agreement,  the  Company  acquired  100%  of  the
outstanding shares of San Diego area based telecommunications solutions firm Del
Mar  Systems International, Inc. on March 1, 2004 for $1 million structured as a
(i)  $500,000  12  month  5% note consisting of 12 equal monthly installments of
$42,804  and  (ii)  $500,000 in shares of the Company's restricted common stock.


Note  14  -  Accounting  Change:
             -------------------

During  2004,  the  Company  changed  its  method  of  accounting  for long-term
contracts  from  the  completed-contract  method to the percentage-of-completion
method.  The  Company  believes  that  the  percentage-of-completion method more
accurately reflects periodic results of operation. The effect of this change was
to decrease the net loss for 2004 by approximately $45,000. The Company believes
this change in its accounting policies has an immaterial effect on the financial
statements  taken as a whole, for the year ended December 31, 2004, and as such,
has  determined  that  retroactive  restatement of the results of operations for
2003  is  unnecessary  due  to  materiality  considerations.


Note  15  -Subsequent  Events:
           -------------------


The  Company  purchased  100% of the outstanding shares of Com Services, Inc., a
California  corporation,  on  January  17,  2005.  Com  Services,  Inc. provided
similar  services  as  the  Company  and  maintained a solid customer list.  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
                                        ==========

On  March  7,  2005,  Jeffrey R. Hultman  replaced  Michael  Cummings  as  CEO.
Additionally,  Michael  Rosenthal assumed  the  CFO  position on March 7, 2005.


Note  16  -  Financial  Accounting  Developments:
             ------------------------------------

Recently  issued  Accounting  Pronouncements

In  February 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  150,  "Accounting for Certain Financial Instruments with Characteristics of
Both  Liabilities  and Equity".  SFAS 150 is effective for financial instruments
entered  into  or modified after May 31, 2003, and otherwise is effective at the
beginning  of  the  first  interim  period  beginning after June 15, 2003.  This
statement  establishes  new  standards  of how an issuer classifies and measures
certain  financial  instruments  with  characteristics  of  both liabilities and
equity.  SFAS  150  requires that an issuer classify a financial instrument that
is  within  the  scope  of  this  statement as a liability because the financial
instrument  embodies  an  obligation  of  the issuer.  This statement applies to
certain  forms of mandatorily redeemable financial instruments including certain
types  of  preferred stock, written put options and forward contracts.  SFAS 150
did  not  materially  effect  the  financial  statements.

In  December  2003,  the  FASB  issued  FASB  Interpretation  No. 146,  (revised
December  2003)  "Consolidation  of  Variable Interest Entities" (FIN 146) which
addresses how a business enterprise should evaluate whether it has a controlling
financial  interest  in  an  entity  through  means other than voting rights and
accordingly  should  consolidate  the  entity.  FIN  No.  146R  replaces  FASB
Interpretation No. 146, "Consolidation of Variable Interest Entities", which was
issued  in  January  2003.  Companies  are  required  to  apply  FIN No. 146R to
variable interests in variable interest entities ("VIEs") created after December
31,  2003.  For  variable  interest  in VIEs created before January 1, 2004, the
Interpretation  is applied beginning January 1, 2005.  For any VIEs that must be
consolidated  under  FIN  No.  146R that were created before January 1, 2004,the
assets,  liabilities  and  non-controlling  interests  of  the VIE initially are
measured  at  their  carrying amounts with any difference between the net amount
added  to  the  balance  sheet  and  any  previously  recognized  interest being
recognized  as  the  cumulative  effect  of  an  accounting  change.

If  determining  the carrying amounts is not practicable, fair value at the date
FIN  No.  146R  first applies may be used to measure the assets, liabilities and
non-controlling  interest  of the VIE.  The Company doe not have any interest in
any  VIE.

In  March  2003,  the  FAS  issued  SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities".  SFAS  149  is effective for
contracts  entered  into  or modified after June 30, 2003. This statement amends
and  clarifies  financial  accounting  and reporting for derivative instruments,
including  certain  derivative  instruments  embedded  in  other  contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
133, "Accounting for Derivative Instruments and Hedging Activities". SFAS 149did
not  materially  effect  the  financial  statements.

In  December  2004,  the FASB issued SFAS No. 123(R)(revised 2004), "Share Based
Payment"  which  amends  FASB Statement No. 123 and will be effective for public
companies  for  interim  or  annual  periods  after  January  15, 2005.  The new
standard  will  require  entities  to  expense  employee stock options and other
share-based  payments.  The  new  standard may be adopted in one of three ways -
the  modified  prospective  transition  method,  a  variation  of  the  modified
prospective  transition  method or the modified retrospective transition method.
The  Company  is  to  evaluate  how  it will adopt the standard and evaluate the
effect  that the adoption of SFAS 123(R) will have on our financial position and
results  of  operations.

In  November  2004, the FASB issued SFAS NO. 151, "Inventory Costs, an amendment
of  ARB  No  43,  Chapter 4".  This statement amends the guidance in ARB No. 43,
Chapter  4  Inventory Pricing, to clarify the accounting for abnormal amounts of
idle  facility  expense, freight, handling cost, and wasted material (spoilage).
Paragraph  5  of  ARB  No.  43,  Chapter  4, previously stated that, "under some
circumstances,  items  such as idle facility expense, excessive spoilage, double
freight  and  rehandling  costs  may  be  so abnormal as to require treatment as
current  period  charges."  SFAS No. 151 requires that those items be recognized
as  current-period  charges regardless of whether they meet the criterion of "so
abnormal".  In  addition,  this  statement  requires  that  allocation  of fixed
production  overheads  to  the costs of conversion be based on the prospectively
and  are  effective  for  inventory costs incurred during fiscal years beginning
after  June  5,  2005,  with  earlier  application permitted for inventory costs
incurred during fiscal years beginning after the date this Statement was issued.
The  adoption  of  SFAS No. 151 is not expected to have a material impact on the
Company's  financial  position  and  results  of  operations.

In  December  2004,  the  FASB  issued  SFAS  No. 153, Exchanges of Non-monetary
Assets,  an  amendment  of  APB Opinion No. 29.  The guidance in APB Opinion 29,
Accounting  for  Non-monetary  Transactions,  is  based  on  the  principle that
exchange  of  non-monetary  assets should be measured based on the fair value of
assets  exchanged.  The  guidance  in  that  Opinion,  however, included certain
exceptions to that principle.  This Statement amends Opinion 29 to eliminate the
exception  for  non-monetary  exchanges of similar productive assets that do not
have  commercial substance.  A non-monetary exchange has commercial substance if
the  future  cash  flows of the entity are expected to change significantly as a
result  of  the  exchange.  SFAS No. 153 is effective for non-monetary exchanges
occurring in fiscal periods beginning after June 15, 2005.  The adoption of SFAS
No.  153  is  not  expected to have a material impact on the Company's financial
position  and  results  of  operations.



ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.

None.

ITEM  8A.  CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-15(b)  under  the  Exchange  Act,  we  conducted  an
evaluation,  under the supervision and with the participation of our management,
including  the  current Chief Executive Officer and the Chief Financial Officer,
both  of  whom  were  appointed  in  March of 2005, of the effectiveness and the
design  and operation of our disclosure controls and procedures as of the end of
the  period  covered  by  this report. Based on the foregoing, it was determined
that our internal controls over revenue recognition for certain of our contracts
was  deficient.

This  deficiency  in  our  internal  controls related to improper recognition of
revenue  prior  to final completion of certain contracts and recognizing revenue
in  amounts  greater  than  the  proportion  of project completion, and included
ineffective controls to monitor compliance with existing policies and procedures
and  insufficient  training  of  accounting  personnel  on  complex  accounting
standards  related  to  revenue  recognition.  The  first  deficiency related to
revenue  recognition of partially complete projects when the accounting approach
to  revenue recognition then in place only allowed recognition after the project
was  complete.  The second deficiency related to revenue recognition on a number
of  accounts,  whereby  the  company  had generated an invoice in its accounting
software  for more than it was eligible to bill, recognizing revenues and A/R in
the  process.  These  invoices  were not sent to the customer.  Rather, when the
project  reached  a percent complete where the company was eligible for progress
billing, a smaller invoice was generated which was actually sent to the customer
for these accounts.  These progress billings were not captured in the accounting
software  as  revenue  or  A/R  as the larger one already had been captured.  It
should  be noted that this occurred beginning in May of 2004, through the end of
the  year,  and  was  not  done  on  all  accounts,  but  selectively.

The  majority  of  the  improper  revenue recognition was detected in the review
process  and  was not included in our financial statements filed with the SEC or
otherwise  publicly  disclosed.  We are in the process of improving our internal
controls  over  financial  reporting  regarding  these contracts in an effort to
remediate  this  deficiency  providing  additional  training  on complex revenue
recognition  principles  for  our  accounting  staff and establishing additional
policies  and  procedures  related  to  revenue  recognition.  We  have  already
implemented  personnel  changes  and  added  a  new Chief Financial Officer.  In
addition, access to the company's accounting software has been limited, a review
process  has  been  added  for  all  invoices prior to their release, functional
responsibility  and  accountability  for  employees  has  been  clarified,  and
redundancy  of  accounting  functions  has  been eliminated.  Additional work is
needed  to fully remedy this deficiency and we intend to continue our efforts to
improve  and  strengthen  our  control  processes  and  procedures.

Other  than as described above, there has been no change in our internal control
over  financial reporting during the fiscal quarter ended December 31, 2004 that
has  materially  affected,  or  is  reasonably  likely to materially affect, our
internal  control over financial reporting. In addition, other than as described
above,  since  the  most  recent evaluation date, there have been no significant
changes  in our internal control structure, policies, and procedures or in other
areas  that  could  significantly  affect  out  internal  control over financial
reporting.


ITEM  8B.  OTHER  INFORMATION.

None.

                                    PART  III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTORS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT.

The  following  table  sets  forth  the  name,  age,  positions,  and offices or
employments  for  the  past  five  years  as  of March 1, 2004, of our executive
officers  and  directors.

NAME                              AGE          POSITION

Jeffrey R. Hultman                 65          Chief  Executive  Officer,
                                               Director

Michael  A.  Novielli              40          Chairman  of  the  Board of
                                               Directors 

Michael V. Rosenthal               44          Chief Financial Officer

Douglas  H.  Leighton              36          Director

Theodore  Smith                    28          Director

Michael Cummings                   41          Director

BIOGRAPHIES  OF  OFFICERS,  DIRECTORS  AND  SIGNIFICANT  EMPLOYEES

Set  forth  below  is  a brief description of the background of our officers and
directors  based  on  information  provided  by  them  to  us.

MICHAEL  A.  NOVIELLI  has served as our director and Chairman since April 2003.
Mr. Novielli is a Managing Partner of Boston-based venture capital firm Dutchess
Capital  Management,  LLC  and affiliate Dutchess Advisors, LLC. A co-founder of
Dutchess in 1996, Mr. Novielli advises the senior management of companies in the
portfolios  of  Dutchess Private Equities Funds LP and Dutchess Private Equities
Fund  LP  II.  His  areas  of  expertise include; business development, finance,
legal,  accounting and regulatory compliance.  Mr. Novielli received his B.S. in
Business  from the University of South Florida in 1987. Mr. Novielli also serves
as  a  director  for  several  other  publicly  traded  companies.

JEFFREY  R.  HULTMAN  joined our Advisory Board in December 2004. In March 2005,
Mr.  Hultman  was  appointed  Chief Executive Officer and director. From 1987 to
1991, Mr. Hultman served as Chief Executive Officer of Pac Tel Cellular where he
managed  Pac Tel cellular properties in the United States and oversaw operations
and  business  development . In 1991 Mr. Hultman became CEO of Dial Page, Inc. a
wireless  provider  throughout the Southeast, offering paging and digital mobile
telephone  services.  Ultimately,  Mr.  Hultman  converted  a  series of limited
partnerships  into  a  corporation and took Dial Page public leading four public
offerings.  In  August  1995,  he  negotiated the sale of the paging business to
MobileMedia Communication, Inc. and a merger of subsidiary Dial Call with Nextel
Communications,  Inc.  in  February  1996.  Mr. Hultman attained his Bachelor of
Science  Degree  in Agricultural Economics in 1961 and Master of Science Degree,
in  Business  Management  in  1962,  at  the University of California, Davis. He
currently  serves  a  director  on  the board of several organizations including
Comarco  Inc., an Irvine, CA-based wireless performance engineering and publicly
traded  company.

MICHAEL V. ROSENTHAL has served as our Chief Financial Officer since March 2005.
From 2003 to 2004 Mr. Rosenthal served as Chief Financial Officer for EdgeFocus,
Inc.,  a  start-up  broadband  company,  which  offers high-speed Wi-Fi internet
access  to  apartment  residents. Mr. Rosenthal was General Manager of the Texas
Region for Cellular One from 2000 to 2002 and was Executive Director, overseeing
the  prcing  and  roaming  functions  for  Cellular  One  from 1998 to 2000 From
1989-1998 Mr. Rosenthal served in several positions including Executive Director
with  Primco  PCS  JV and Airtouch Cellular (both now Verizon Wireless) where he
was  responsible  for  coverage  strategy,  affiliate  and  roaming  partner
negotiations,  capital  allocation  strategy,  and  evaluation  of  resale.  Mr.
Rosenthal  received  a  M.B.A.  in Finance from The W.P. Carey School at Arizona
State  University  and  a  M.A.  in  Telecommunications  from  George Washington
University.  In  addition,  he  received  a  B.S.  in Economics at Arizona State
University.  He  also  successfully  completed the Stanford University Executive
Program  in  Advanced  Management.

DOUGLAS  LEIGHTON  has  served  as  our  director since April, 2003Mr. Leighton
is  a  Managing  Partner  of  Boston-based venture capital firm Dutchess Capital
Management,  LLC  and affiliate Dutchess Advisors, LLC. A co-founder of Dutchess
in  1996,  Mr.  Leighton  oversees  trading  and  portfolio  risk  management of
investments  made  on  behalf  of Dutchess Private Equities Fund LP and Dutchess
Private  Equities  Fund  LP  II. Prior to co-founding Dutchess, Mr. Leighton was
founder  and  president  of  Boston-based  Beacon  Capital from 1990-1996, which
engaged  in  money management. Mr. Leighton holds a BS/BA in Economics & Finance
from  the  University  of  Hartford.  Mr. Leighton also serves as a director for
several  other  publicly  traded  companies.

THEODORE  SMITH has served as our director since April 2003. Mr. Smith serves as
Executive Vice President of Dutchess Advisors LLC, whom he joined in 1998 and is
a liaison between Dutchess Capital Management, LLC on behalf of Dutchess Private
Equities Fund, LP, Dutchess Private Equities Fund LP II and senior management of
companies  in the Fund's portfolio. Prior to joining Dutchess in 1998, Mr. Smith
was  a  principal  at Geneva Atlantic Capital, LLC where he focused on assisting
corporate  clients  with  SEC  compliance matters, business plan preparation and
presentation and capital markets financing. Mr. Smith received his BS in Finance
and  Marketing  from  Boston  College.  Mr.  Smith  also serves as a director of
several  public  as  well  as  private  companies.

MICHAEL  CUMMINGS  was  a founder of Network Installation Corp and served as our
Chief  Executive  Officer  from  May  2003  until March 2005. He has served as a
director  since  May  2003.  He  previously  founded  and served as President of
Network  Installation Corp. from 1997 to 2003. During the period from 1999-2001,
Mr.  Cummings  purchased  a  controlling  interest  in Tri-City Datatel, Inc., a
designer  and installer of networking systems. Mr. Cummings sold his interest in
2001.  In  1983,  Mr.  Cummings  attended  Goldenwest  College for Business Law.

BOARD  OF  DIRECTORS

We  currently  have  five  members of our Board of Directors, who are elected to
annual  terms  and  until  their successors are elected and qualified. Executive
officers  are  appointed  by the Board of Directors on an annual basis and serve
until their successors have been duly elected and qualified. There are no family
relationships  among  any  of  our  directors,  officers  or  key  employees.

AUDIT  COMMITTEE

We  do  not  have  an  Audit  Committee.  Our  full board performs the functions
usually  delegated  to  an  Audit  Committee.  Mr. Novielli, the Chairman of the
Board  of Directors qualifies as an "audit committee financial expert" under the
rules  of  the  Securities  and  Exchange  Commission.

SECTION  16(a)BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers and persons who beneficially own more than ten percent of our
common  stock,  to  file  initial reports of ownership and reports of changes in
ownership  with  the  Securities  and  Exchange  Commission. Executive officers,
directors  and  greater  than  ten percent beneficial owners are required by SEC
regulation  to  furnish  us with copies of all Section 16(a) forms they file. To
our  knowledge, based solely on a review of the copies of such reports furnished
to us and written representations from our executive officers and directors, all
required reports were filed during the fiscal year ended December 31, 2004. Four
Form  3s  were  filed  late.  The purpose of the Form 3s was to disclose initial
reports  of  ownership  for Douglas Leighton, Michael Novielli, Michael Cummings
and  Theodore  Smith.  The  Form  3s did not report any transactions. Except for
these  four  late  filings,  we  believe  that  all  other  Section 16(a) filing
requirements  applicable  to  the executive officers, directors and greater than
ten  percent  beneficial  owners  were  complied  with.

CODE  OF  ETHICS

We  have  adopted  a  code  of  ethics  that  applies to our principal executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller,  or  persons  performing  similar  functions.  Our Code of Ethics is
attached  to  our  Report on Form 10-KSB for the year ended December 31, 2003 as
Exhibit  14.1.

ITEM  10.  EXECUTIVE  COMPENSATION.

The  following  table  presents  a summary of the compensation paid to our Chief
Executive Officer. No other executive officer received compensation in excess of
$100,000  during  2004.  Except  as  listed  below,  there  were  no  bonuses,
other
annual  compensation,  restricted  stock  awards or stock  options/SARs  or  any
other  compensation  paid  to  the  executive  officers.






                                                                                 
                               ANNUAL COMPENSATION                      LONG TERM COMPENSATION
                              --------------------                     -----------------------
                                                          AWARDS                                     PAYOUTS
                                                         -----------                           -------------------
NAME AND PRINCIPAL        YEAR(1)   SALARY       BONUS    OTHER     RESTRICTED   SECURITIES    LTIP       ALLOTHER
POSITION                              ($)          ($)    ANNUAL    STOCK        UNDERLYING    PAYOUT($)  COMP.($)
                                                          COMP ($)  AWARDS       OPTIONS/SARS

Michael Cummings, Chief       2003  $100,000           0                                                  152,700 (2)
Executive Officer(1)

                              2004  $192,000           0


(1)  Mr.  Cummings  became  our  Chief  Executive  Officer  in  May  2003.

(2)  Mr.  Cummings  received 100,000 shares of common stock valued at $1.527 per
share  as  compensation  for  serving  on  the  Board  of  Directors.


We  appointed  Jeff  Hultman as our Chief Executive Officer on March 8, 2005. We
executed  an employment agreement with Mr. Hultman in March 2005. The employment
agreement  shall continue in effect for a period of two years and can be renewed
upon  mutual  agreement  between  Mr.  Hultman  and  us.  We  may  terminate the
employment agreement at our discretion during the initial term, provided that we
shall  pay  Mr.  Hultman an amount equal to payment at Mr. Hultman's base salary
rate  for  six  months. We can also terminate the employment agreement for cause
with  no  financial  obligations  to  Mr. Hultman. Mr. Hultman currently earns a
gross  salary of $16,000 per month and retains a warrant to purchase 2.5 million
shares  of  our common stock at .10 per share. subject to a vesting schedule and
leakout  agreement.  Additionally,  Mr.  Hultman  received a warrant to purchase
55,000  shares  at  .10  per  share,subject  to  a  vesting  period  and leakout
agreement,  pursuant  to  a  consulting agreement in December 2004, prior to his
appointment  as  CEO.

DIRECTORS  COMPENSATION

We do not have a formal plan to compensate directors. None of our directors have
been  compensated  for  the  duties  in  2004.

ITEM  11.   SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS.

The following table sets forth, to our knowledge, certain information concerning
the  beneficial  ownership  of  our common stock as of December 31, 2004 by each
stockholder  known  by  us to be (i) the beneficial owner of more than 5% of the
outstanding  shares  of  common stock, (ii) each current director, (iii) each of
the  executive officers named in the Summary Compensation Table who were serving
as  executive  officers  at  the end of the 2002 fiscal year and (iv) all of our
directors  and  current  executive  officers  as  a  group:

Unless  otherwise  indicated  below,  to our knowledge, all persons listed below
have  sole  voting  and  investment power with respect to their shares of common
stock  except to the extent that authority is shared by spouses under applicable
law.






                                                                                                

NAME AND ADDRESS                                                 
OF BENEFICIAL OWNER (1)                                                           BENEFICIALLY OWNED   OWNED OF CLASS(2)

Michael A. Novielli                                                                       5,465,162 (3) (2)23.27%
Douglas Leighton                                                                          5,465,162 (3)    23.27%
Theodore Smith                                                                                    0 (3)
Michael Cummings                                                                         10,760,000        45.82%
Dutchess Private Equities, L.L.P, 312 Stuart Street, 3rd Floor, Boston, MA 02116.         5,465,162 (3)    23.27%
Dutchess Advisors, Ltd., 312 Stuart Street, 3rd Floor, Boston, MA 02116                   5,465,162 (3)    23.27%
All directors and current executive officers as a group (4 Persons)                      16,225,162        69.09%

(1)  The  address  of  all  individual  directors  and executive officers is c/o
Network  Installation  Corporation,  15235  Alton  Parkway, Suite 200 Irvine, CA
92618

(2)  The number of shares of common stock issued and outstanding on December 31,
2004  was  23,483,873  shares.  The calculation of percentage ownership for each
listed  beneficial  owner  is  based  upon  the number of shares of common stock
issued and outstanding on December 31, 2004, plus shares of common stock subject
to  options  held  by  such person on December 31,2004 and exercisable within 60
days  thereafter.

(3)  Two  of  our  directors,  Michael  Novielli,  who is also our Interim Chief
Financial  Officer,  and  Douglas  Leighton,  are  the  principals  of  Dutchess
Advisors.  Messrs.  Novielli  and  Leighton  are also the principals of Dutchess
Capital  Management  LLC,  which  is  the  general  partner  to Dutchess Private
Equities  Fund. Our director, Theodore Smith, is the Executive Vice President of
Dutchess  Advisors,  LLC.  Dutchess Advisors owns 1,400,000 shares of our common
stock. Dutchess Private Equities Fund owns 4,065,162 shares of our common stock.
Messrs. Novielli and Leighton share voting and dispositive power over the shares
of  our  common  stock  held  by Dutchess Advisors and Dutchess Private Equities
Fund.


No  options,  warrants  or  other  stock rights have been issued to the officers
other  than  as  disclosed  above.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

On  February  27, 2004, we issued convertible debentures of $260,000 to Dutchess
Private  Equities  Fund for forgiveness of Promissory Notes on December 17, 2003
($35,000),  January  9, 2004 ($125,00), February 2, 2004 ($75,000), and February
5,  2004  ($25,000)  due  and payable on their respective dates.  The debentures
face  value was discounted by 20%. The holders of the debentures are entitled to
convert the face amount of these debentures, plus accrued interest at the lesser
of  (i)  75% of the lowest closing bid price during the 15 trading days prior to
the  conversion  date  or (ii) 100% of the average of the closing bid prices for
the  20  trading  days  immediately  preceding the closing date. The convertible
debentures  shall  pay  6%  cumulative  interest, in cash or in shares of common
stock,  at  Dutchess'  option,  at  the time of each conversion. The convertible
debentures  are  convertible  into  shares  of  our  common  stock.

On  March  1,  2004,  we  issued  convertible debentures of $155,500 to Dutchess
Private  Equities  Fund.  The  debentures  face value was discounted by 20%. The
holders  of  the  debentures  are  entitled  to convert the face amount of these
debentures,  plus  accrued  interest  at the lesser of (i) 75% of the lowest bid
price  during  the  15 trading days prior to the conversion date or (ii) 100% of
the  lowest bid prices for the 20 trading days immediately preceding the closing
date. The convertible debentures shall pay 6% cumulative interest, in cash or in
shares  of  common  stock,  at  our  option, at the time of each conversion. The
convertible  debentures  are  convertible  into  shares  of  our  common  stock.

On  March  31,  2004,  we  contracted the issuance for convertible debentures of
$155,000  to  Dutchess  Private Equities Fund, II, which were funded on April 1,
2004.  The  debentures  face  value  was  discounted  by 20%. The holders of the
debentures  are  entitled  to  convert the face amount of these debentures, plus
accrued interest at the lesser of (i) 75% of the lowest closing bid price during
the  15 trading days prior to the conversion date or (ii) 100% of the average of
the closing bid prices for the 20 trading days immediately preceding the closing
date.  The  convertible  debentures  shall  pay  8%  cumulative  interest.  The
convertible  debentures  are  convertible  into  shares of our common stock. The
debentures  were  funded  on  April  1,  2004. To date the company owes $58,365.

On  April  8,  2004,  we  issued  convertible  debentures of $50,000 to Dutchess
Private  Equities  Fund.  The  debentures  face value was discounted by 20%. The
holders  of  the  debentures  are  entitled  to convert the face amount of these
debentures,  plus  accrued  interest  at the lesser of (i) 75% of the lowest bid
price  during  the  15 trading days prior to the conversion date or (ii) 100% of
the  lowest bid prices for the 20 trading days immediately preceding the closing
date. The convertible debentures shall pay 6% cumulative interest, in cash or in
shares  of  common  stock,  at  our  option, at the time of each conversion. The
convertible  debentures  are  convertible  into  shares  of  our  common  stock.
The  debenture  has been paid off in full and there is no further obligation for
this  debenture.

On  April  13,  2004,  we  issued  convertible debentures of $50,000 to Dutchess
Private  Equities  Fund.  The  debentures  face value was discounted by 20%. The
holders  of  the  debentures  are  entitled  to convert the face amount of these
debentures,  plus  accrued  interest  at the lesser of (i) 75% of the lowest bid
price  during  the  15 trading days prior to the conversion date or (ii) 100% of
the  lowest bid prices for the 20 trading days immediately preceding the closing
date. The convertible debentures shall pay 6% cumulative interest, in cash or in
shares  of  common  stock,  at  our  option, at the time of each conversion. The
convertible  debentures  are  convertible  into  shares  of  our  common  stock.
The  debenture  has been paid off in full and there is no further obligation for
this  debenture.

On  September 24, 2004, we issued convertible debentures of $240,000 to Dutchess
Private  Equities  II.  The  debentures  face  value  was discounted by 20%. The
debentures  convert  into  common  stock  at the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii)  100%  of  the average of the closing bid prices for the twenty trading
days  immediately preceding the Closing Date of the Transaction. The convertible
debentures  shall  pay  8%  cumulative  interest.  On  September  24,  2004,  in
conjunction  with  the  financing,  Dutchess  Private Equities II issued 200,000
warrants  with  a  strike  price  at  $1.75.

On  October  21,  2004,  we issued convertible debentures of $45,600 to Dutchess
Private  Equities  Fund.  The  debentures  face value was discounted by 20%. The
debentures  convert  into  common  stock at the lesser of  (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii)  100%  of  the average of the closing bid prices for the twenty trading
days  immediately preceding the Closing Date of the Transaction. The convertible
debentures  shall  pay  8%  cumulative  interest.

On  November  2,  2004, we issued convertible debentures of $120,000 to Dutchess
Private  Equities  II.  The  debentures  face  value  was discounted by 20%. The
debentures  convert  into  common  stock  at the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii)  100%  of  the average of the closing bid prices for the twenty trading
days  immediately preceding the Closing Date of the Transaction. The convertible
debentures  shall pay 8% cumulative interest.On November 2, 2004, in conjunction
with  the financing, Dutchess Private Equities II issued 120,000 warrants with a
strike  price  at  $1.75.

On  November  9,  2004,  we issued convertible debentures of $36,000 to Dutchess
Private  Equities  Fund.  The  debentures face value was discounted by 20%.  The
debentures  convert  into  common  stock at the lesser of  (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii)  100%  of  the average of the closing bid prices for the twenty trading
days  immediately preceding the Closing Date of the Transaction. The convertible
debentures  shall  pay  8%  cumulative  interest.  On  November  9,  2004,  in
conjunction  with  the  financing,  Dutchess  Private  Equities II issued 36,000
warrants  with  a  strike  price  at  $1.75.

On  December  1,  2004, we issued convertible debentures of $540,000 to Dutchess
Private  Equities  Fund.  The  debentures  face  value was discounted by 20%.The
debentures  convert  into  common  stock  at the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii)  100%  of  the average of the closing bid prices for the twenty trading
days  immediately preceding the Closing Date of the Transaction. The convertible
debentures  shall  pay  8%  cumulative  interest.  On  December  1,  2004,  in
conjunction  with  the  financing, Dutchess Private Equities Fund issued 540,000
warrants  with  a  strike  price  at  $1.73.


On  December  9,  2004, we issued convertible debentures of $240,000 to Dutchess
Private  Equities  Fund.  The  debentures  face  value was discounted by 20%.The
debentures  convert  into  common  stock  at the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii)  100%  of  the average of the closing bid prices for the twenty trading
days  immediately preceding the Closing Date of the Transaction. The convertible
debentures  shall  pay  8%  cumulative  interest.  On  December  9,  2004,  in
conjunction  with  the  financing, Dutchess Private Equities Fund issued 240,000
warrants  with  a  strike  price  at  $1.90.


On  December  22, 2004, we issued convertible debentures of $153,000 to Dutchess
Private  Equities  Fund.  The  debentures  face value was discounted by 20%. The
debentures  convert  into  common  stock  at the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii)  100%  of  the average of the closing bid prices for the twenty trading
days  immediately preceding the Closing Date of the Transaction. The convertible
debentures  shall  pay  8%  cumulative  interest.  On  December  22,  2004,  in
conjunction  with  the  financing, Dutchess Private Equities Fund issued 150,000
warrants  with  a  strike  price  at  $1.83.

ITEM  13.  EXHIBITS.

NUMBER  DESCRIPTION

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 4.3 to the Form
10-QSB  filed  May  24,  2004).

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).

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).

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).

4.12  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  II,  dated  October  21,  2004  (filed  herewith).

4.13  Form  of  Warrant,  dated  October  21,  2004  (filed  herewith)

4.14  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund  dated  November  2,  2004  (filed  herewith).

4.15  Form  of  Warrant,  dated  November  2,  2004  (filed  herewith)

4.16  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  dated  November  9,  2004  (filed  herewith).

4.17  Form  of  Warrant,  dated  November  9,  2004  (filed  herewith)

4.18  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  dated  December  1,  2004  (filed  herewith).

4.19  Form  of  Warrant,  dated  December  1,  2004  (filed  herewith)

4.20  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  dated  December  9,  2004  (filed  herewith).

4.21  Form  of  Warrant,  dated  December  9,  2004  (filed  herewith)

4.22  Convertible  Debenture  Agreement between the Company and Dutchess Private
Equities  Fund,  dated  December  22,  2004  (filed  herewith).

4.23  Form  of  Warrant,  dated  December  22,  2004  (filed  herewith)

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).

14.1  Code of Ethics (included as exhibit 21.1 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-KSB filed
April  9,  2004,  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 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.

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

AUDIT  FEES

The  Company  incurred  fees  to our auditors, Kabani & Co. and Rose, Snyder and
Jacobs, for professional services rendered for the audit of the Company's annual
financial  statements  for the year ended December 31, 2003 and, for the reviews
of  the financial statements included in the Company's quarterly reports on Form
10-QSB  during  the  fiscal  year  ended  December  31,  2004  were  $75,589.


TAX  FEES

None

ALL  OTHER  FEES

Kabani  &  Company, Inc. billed us $5,000 related to a registration statement on
Form  SB-2.

The  Board  of  Directors  Pre-approval  Policy  and  Procedures

The  Board  has considered whether the provision of the services described above
under  the  caption  "All  Other  Fees"  is compatible with maintaining Kabani &
Company,  Inc.'s  independence.

                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of 1934, the Company has duly caused this report to be signed on its behalf
by  the  undersigned, thereunto duly authorized, in the City of Irvine, State of
California  on  May  9,  2005.


Network  Installation  Corporation



          /s/  Jeffrey R.  Hultman
By:       Jeffrey R.  Hultman
          Chief  Executive  Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed  below  by  the  following  persons  on  behalf of the Company

Signature
Name                                       Title                    Date
/s/  Jeffrey R.  Hultman
Jeffrey R.  Hultman                 Director  and                 May 9, 2005
                                    Chief  Executive  Officer     

/s/  Michael V. Rosenthal
Michael  V. Rosenthal               Chief  Financial  Officer     May 9, 2005
                                     

/s/  Douglas  Leighton
Douglas  Leighton                   Director                      May 9, 2005


/s/  Theodore  Smith
Theodore  Smith                     Director                      May 9, 2005


/s/  Michael A. Novielli
Michael A. Novielli                 Director                      May 9, 2005


/s/  Michael Cummings
Michael Cummings                    Director                      May 9, 2005