Edgar Filing: FLEXXTECH CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NETWORK INSTALLATION CORPORATION
(Name of small business issuer in its charter)

Nevada 7389 88-0390360
------- ---------- ----------
(State or jurisdiction (Primary Standard Industrial I.R.S. Employer
of incorporation or Classification Code Number) Identification
Organization No.

18 Technology Drive, Suite 140A, Irvine, CA 92618
Telephone: (949)753-7551
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(Address and telephone number of principal executive offices)

18 Technology Drive, Suite 140A, Irvine, CA 92618
Telephone: (949)753-7551
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(Address of principal place of business or intended principal place of business)

Michael Cummings
Chief Executive Officer
18 Technology Drive
Suite 140A
Irvine, CA 92618
(949) 753-7551
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(Name, address and telephone number of agent for service)

Copy to:

Amy M. Trombly
80 Dorcar Road
Newton, MA 02459
(617) 243-0850

Approximate date of proposed sale to the public: As soon as practicable after
this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]

CALCUATION OF REGISTRATION FEE

Title of each. . . Dollar Proposed maximum Proposed maximum Amount
Class of securities. Amount to be offering price aggregate offering of registration
To be registered. . registered per unit price fee

Common Stock,
..001 Par Value. . . 1,625,000 3.23 5,248,750 $424.62

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Act"), this registration statement shall be deemed to cover additional
securities that may be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.

(2) The price of $3.20 per share, which was the average of the high and low
prices of the Registrant's Common Stock, as reported on the Over-The-Counter
Bulletin Board on October 9, 2003 is set forth solely for purposes of
calculating the registration fee pursuant to Rule 457(c) of the Securities Act
of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is declared effective. This prospectus is not
an offer to sell these securities, and we are not soliciting offers to buy these
securities, in any state where the offer or sale is not permitted.

PROSPECTUS
NETWORK INSTALLATION CORPORATION
OFFERING UP TO 1,625,000 COMMON SHARES

This prospectus relates to the resale of up to 1,625,000 shares of our common
stock by current stockholders and by C.C.R.I. who may acquire our common stock
pursuant to the exercise of warrants and by Preston Capital Partners, LLC, which
will become a stockholder pursuant to a "put right" under an Investment
Agreement, also referred to as an Equity Line of Credit, that we have entered
into with Preston Capital. That Investment Agreement permits us to "put" up to
$2.5 million in shares of our common stock to Preston Capital. We are not
selling any securities in this offering and therefore will not receive any
proceeds from this offering. We will, however, receive proceeds from the sale
of securities pursuant to our exercise of the put right and possible future
exercise of the warrants held by C.C.R.I. All costs associated with this
registration will be borne by us.

The selling shareholders consist of:

Dutchess Advisors, Ltd. 200,000 shares
Dutchess Private Equities Fund, LP 200,000 shares
Michael Cummings 100,000 shares
Marketbyte, LLC 125,000 shares
Preston Capital Partners, LLC 900,000 shares
C.C.R.I Corp. 100,000 shares

The shares of common stock are being offered for sale by the selling
stockholders at prices established on the Over-the-Counter Bulletin Board or in
negotiated transactions during the term of this offering. Our common stock is
quoted on the Over-the-Counter Bulletin Board under the symbol NWIS.OB. On
October 8, 2003, the last reported sale price of our common stock was $3.15 per
share.

Preston Capital is an "underwriter" within the meaning of the Securities Act of
1933, as amended, in connection with the resale of our common stock under the
Investment Agreement. Preston Capital will pay us 95% of the average of the
four lowest closing bid prices of the common stock during the five consecutive
trading day period immediately following the date of our notice to them of
our election to put shares pursuant to the Equity Line of Credit. The
shares held by Dutchess Advisors, Ltd, Dutchess Private Equities Fund, L.P.,
Michael Cummings, and Marketbyte, LLC were issued by us in prior
private placements. With the exception of Preston Capital, no other underwriter
or person has been engaged to facilitate the sale of shares of our common
stock in this offering.

____________________

This investment involves a high degree of risk. You should purchase
securities only if you can afford a complete loss.

SEE "RISK FACTORS" BEGINNING ON PAGE 4.
____________________

You should rely only on the information provided in this prospectus or any
supplement to this prospectus and information incorporated by reference. We have
not authorized anyone else to provide you with different information. Neither
the delivery of this prospectus nor any distribution of the shares of common
stock pursuant to this prospectus shall, under any circumstances, create any
implication that there has been no change in our affairs since the date of this
prospectus.

Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. It is a criminal offense to make any
representation to the contrary.

Subject to Completion, the date of this prospectus is October 16, 2003.

TABLE OF CONTENTS

PROSPECTUS SUMMARY 4
RISK FACTORS 5
USE OF PROCEEDS 8
DETERMINATION OF OFFERING PRICE 9
DILUTION 9
SELLING SECURITY HOLDERS 9
PLAN OF DISTRIBUTION 10
LEGAL PROCEEDING 11
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 12
DESCRIPTION OF SECURITIES 13
INTEREST OF NAMED EXPERTS AND COUNSEL 13
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 13
DESCRIPTION OF BUSINESS 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION 18
DESCRIPTION OF PROPERTY 20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 20
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 22
EXECUTIVE COMPENSATION 22
FINANCIAL STATEMENTS 23
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 32

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this prospectus. Because it is a summary, it does not contain all
of the information you should consider before making an investment decision. You
should read the entire prospectus carefully, including the financial statements
and the notes relating to the financial statements.

Our Company

We are a project engineering company that focuses on the implementation
requirements of specialty communication systems, Wireless Fidelity, or Wi-Fi,
deployment and fixed Wireless Local Area Networks, or WLANs. We offer the
ability to integrate superior solutions across a vast majority of communication
requirements.

We have a two-pronged approached 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 communications solutions.
Second, is to leverage that expertise in our pursuit of the infrastructure
build-out of Wi-Fi and WLANs.

How to Contact Us

Our executive offices are located at 18 Technology Drive, Suite 140A,
Irvine, CA 92618. Our phone number is (949) 753-7551.

Sales By Our Selling Stockholders

This prospectus relates to the resale of up to 1,625,000 shares of our
common stock by four stockholders, C.C.R.I who may acquire shares of our
common stock by exercising warrants and Preston Capital, who will become a
stockholder pursuant our Investment Agreement.

The table below sets forth the shares that we are registering pursuant to the
Registration Statement to which this prospectus is a part:

Stockholder Number of Shares(1)
-------------------------------------------- ------------------

Total common stock being registered 1,625,000 shares

(1) For the purpose of determining the number of shares subject to
registration with the Securities and Exchange Commission, we have assumed that
we will issue not more than 900,000 shares pursuant to the exercise of our
put right under the Investment Agreement, although the number of shares that we
will actually issue pursuant to that put right may be more than or less than
900,000, depending on the trading price of our common stock. We currently have
no intent to exercise the put right in a manner that would result in our
issuance of more than 900,000 shares, but if we were to exercise the put right
in that manner, we would be required to file a subsequent registration statement
with the Securities and Exchange Commission and for that registration statement
to be deemed effective prior to the issuance of any such additional shares.

The Investment Agreement we have with Preston Capital allows us to "put" to
Preston Capital at least $10,000, but no more than $100,000. The purchase price
for our common stock identified in the Put Notice shall be equal to 95% of the
average of four lowest posted bid prices of our common stock during the five
days after we deliver the put notice to Preston Capital.

C.C.R.I. holds two warrants to purchase our common stock. Warrant 101 allows
C.C.R.I. to purchase up to a total of 50,000 shares of our common stock at an
exercise price equal to $5.00 per share. Warrant 102 allows C.C.R.I. to
purchase up to a total of 50,000 shares of our common stock at an exercise price
equal to $7.50 per share. The Warrants expire five years after the date of
their issuance.

The Offering

Common stock offered 1,625,000 shares

Use of proceeds We will not receive any proceeds
from the sale by the selling
stockholders of our common stock.
We will receive proceeds from our
Investment Agreement with Preston
Capital and the exercise of warrants.
See "Use of Proceeds."

Symbol for our common stock Our common stock trades on the
OTCBB Market under the symbol
"NWIS.OB"

Our Capital Structure and Shares Eligible for Future Sale

Shares of common stock outstanding as of September 30, 2003 12,616,330(1)

Shares of common stock potentially issuable upon
exercise of the put right to Preston Capital 900,000

Shares of common stock potentially issuable to
C.C.R.I. upon exercise of the warrants 100,000
------------

Total 13,616,330

____________________
(1) Assumes no exercise of:
- A warrant to purchase 618,000 shares of our common stock;
- Convertible debentures into an undeterminable amount of stock. We currently
have outstanding $367,000 of convertible debentures that may be converted into common
stock at the holder's option;
- A convertible promissory note into an undeterminable amount of stock. We
currently have outstanding one convertible promissory note valued at $75,000 that may
be converted into common stock at the holder's option; and
- Stock options for 30,000 shares of common stock.

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.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus 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. 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 below 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. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of the
forward-looking statements. 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.

RISKS ABOUT OUR BUSINESS

OUR INDEPENDENT ACCOUNTANTS HAVE ISSUED A GOING CONCERN OPINION.

Our audited financial statements for the fiscal year ended December 31, 2002,
reflect a net loss of $3,349,572. Our unaudited financial statements for the six
month period ended June 30, 2003 reflect a net loss of $281,553. 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 needs. If we do not obtain
additional funding, we may not be able to continue operations.

WE HAVE GENERATED SIGNIFICANT LOSSES AND EXPECT TO GENERATE OPERATING LOSSES FOR
THE FORESEEABLE FUTURE, THEREFORE WE MAY NOT BECOME PROFITABLE.

We have sustained substantial operating losses in the past. Our net losses for
the fiscal year ended December 31, 2002, were $3,349,572. We expect operation
losses to continue for the foreseeable future. As a result, we may not become
profitable, or if we become profitable, we may not remain profitable.

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. We currently have 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. If we cannot raise additional
capital through issuing stock or bank borrowings, we may not be able to grow our
business.

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 MUST AVOID INFRINGING ON THE PROPRIETY RIGHTS OF OTHERS AND IF WE DO INFRINGE
ON THOSE RIGHTS WE MAY HAVE TO PAY SUBSTANTIAL LEGAL COSTS AND COULD LOSE OUR
RIGHT TO CERTAIN TECHNOLOGY.

Our commercial success may also depend in part on our not infringing the
proprietary rights of others or not breaching technology licenses that cover
technology we use in our products. Third-party patents may require us to develop
alternative technology or to alter our products or processes, obtain licenses or
cease some of our activities. If these licenses are required, we may be unable
to obtain them on commercially favorable terms, if at all.

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 Michael Cummings and William
Lindberg as our only operating officers and on the directors of Network
Installation Corporation, our only business asset that is producing significant
revenues. 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.

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.

RISKS ABOUT OUR STOCK AND THIS OFFERING

CERTAIN INSIDERS HAVE ENOUGH SHARES TO EXERCISE CONTROL OVER MATTERS SUBJECT TO
INVESTOR VOTE WHICH COULD ADVERSELY AFFECT OUR STOCK PRICE.

As of September 30, 2003, officers and directors controlled eighty-five percent
of our common stock and therefore control the election of directors and all
other matters subject to stockholder votes. This concentration of ownership may
also have the effect of delaying or preventing a change of control, even if this
change of control would benefit certain shareholders. These shareholders may
make decisions that may not be in the best interest of minority stockholders.
As a result, this concentration of ownership could have an adverse effect on the
market price of our common stock.

OUR STOCK PRICE IS VOLATILE AND YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT A
PRICE HIGHER THAN WHAT YOU PAID.

The market for our common stock is highly volatile. The trading price of our
common stock could be subject to wide fluctuations in response to, among other
things, quarterly variations in operating and financial results, announcements
of technological innovations or new products by our competitors or us, changes
in prices of our products and services or our competitors' products and
services, changes in product mix, changes in our revenue and revenue growth
rates.

CERTAIN OF OUR OFFICERS, DIRECTORS AND LARGE INVESTORS MAY SELL THEIR SHARES,
WHICH COULD ADVERSELY AFFECT YOUR SHARE PRICE.

We have previously issued shares of our common stock that constitute "restricted
securities" as that term is defined in Rule 144(a)(1)(iii) adopted under the
Securities Act. Subject to certain restrictions, such securities may generally
be sold in limited amounts one year after their acquisition and, in some cases,
without restriction after a holding period of two years. Sale of significant
numbers of shares pursuant to SEC Rule 144 would have an adverse effect on the
market price of our common shares.

WE MUST COMPLY WITH PENNY STOCK REGULATIONS WHICH COULD EFFECT THE LIQUIDITY AND
PRICE OF OUR STOCK.

The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00, other than securities registered on
certain national securities exchanges or quoted on NASDAQ, provided that current
price and volume information with respect to transactions in such securities is
provided by the exchange or system. Prior to a transaction in a penny stock, a
broker-dealer is required to:

- Deliver a standardized risk disclosure document prepared by the SEC;

- Provides the customer with current bid and offers quotations for the penny
stock;

- Explain the compensation of the broker-dealer and its salesperson in the
transaction;

- Provide monthly account statements showing the market value of each penny
stock held in the customer's account;

- Make a special written determination that the penny stock is a suitable
investment for the purchaser and receives the purchaser's; and

- Provide a written agreement to the transaction.

These requirements may have the effect of reducing the level of trading activity
in the secondary market for our stock. Because our shares are subject to the
penny stock rules, you may find it more difficult to sell your shares.

WE MAY NOT PAY DIVIDENDS IN THE FUTURE.

We have never declared or paid a cash dividend. At this time, we do not
anticipate paying any dividends in the future. We are under no legal or
contractual obligation to declare or to pay dividends, and the timing and amount
of any future dividends and distributions is at the discretion of our Board of
Directors and will depend, among other things, on our future after-tax earnings,
operations, capital requirements, borrowing capacity, financial condition and
general business conditions. We plan to retain any earnings for use in the
operation of our business. You should not purchase our securities on the
expectation of future dividends.

EXISTING STOCKHOLDERS MAY EXPERIENCE SIGNIFICANT DILUTION FROM THE SALE OF
SECURITIES PURSUANT TO OUR INVESTMENT AGREEMENT WITH PRESTON CAPITAL.

The sale of shares pursuant to our Investment Agreement with Preston Capital
may have a dilutive impact on our stockholders. As a result, our net income
per share could decrease in future periods, and the market price of our
common stock could decline. In addition, the lower our stock price at
the time we exercise our put option, the more shares we will have to issue
to Preston Capital to draw down on the full equity line with Preston
Capital. If our stock price decreases, then our existing stockholders would
experience greater dilution.

PRESTON CAPITAL WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE OF OUR
COMMON STOCK.

Our common stock to be issued under our agreement with Preston Capital will be
purchased at a 5% discount to the average of the four lowest closing bid prices
for the five days immediately following our notice to Preston Capital of our
election to exercise our put right. These discounted sales could cause the
price of our common stock to decline.

RISKS ABOUT OUR INDUSTRY

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.

USE OF PROCEEDS

625,000 shares of common stock covered by this prospectus are to be sold by four
selling shareholders who will receive all of the proceeds from such sales. We
will not receive any proceeds from the sale of the 625,000 shares. However, we
will receive proceeds from the sale of our common shares pursuant to our
Investment Agreement with Preston Capital. Additionally, we may receive
proceeds from the sale of our common shares to C.C.R.I if C.C.R.I. exercises
warrants that it currently holds. However, we do not believe C.C.R.I. will
exercise the warrants in the near future because the exercise prices of $5.00
and $7.50 are higher than the current trading price of our stock.

The proceeds from our exercise of the put right pursuant to the Investment
Agreement will be used for working capital and general corporate expenses,
expansion of our internal operations and potential acquisition costs, although
we do not currently have any agreements or arrangements for pending
acquisitions.

For illustrative purposes, we have set forth below our intended use of proceeds
for the range of net proceeds indicated below to be received under the
Investment Agreement. The table assumes estimated offering expenses of $25,000.

Proceeds Proceeds
If 100% Sold If 50% Sold
------------- ------------
Gross Proceeds $2,500,000 $1,250,000
Estimated Expenses of the Offering $ 25,000 $ 25,000
------------- ------------
Net Proceeds $2,475,000 $1,225,000
============= ===========

Priority Proceeds
------------- ------------

Working capital and general corporate expenses 1st $1,000,000 $ 500,000
Expansion of internal operations 2nd $ 500,000 $ 250,000
Potential acquisition costs 3rd $ 975,000 $ 475,000
------------- ------------
$2,475,000 $1,225,000
============= ===========

Proceeds of the offering which are not immediately required for the purposes
described above will be invested in United States government securities,
short-term certificates of deposit, money market funds and other high-grade,
short-term interest-bearing investments.

DETERMINATION OF OFFERING PRICE

The selling stockholders may sell shares in any manner at the current market
price or through negotiated transactions with any person at any price.

DILUTION

Our net tangible book value as of June 30, 2003 was ($219,386), or ($ .027) per
share of common stock. Net tangible book value is determined by dividing our
tangible book value (total tangible assets less total liabilities) by the number
of outstanding shares of our common stock. Since this offering is being made
solely by the selling stockholders and none of the proceeds will be paid to us,
our net tangible book value will be unaffected by this offering. Our net
tangible book value, however, will be impacted by the common stock to be issued
to Preston Capital. The amount of dilution will depend on the offering price and
number of shares to be issued. The following example shows the dilution to new
investors at an offering price of $3.20 per share.

If we assume that we were to issue 900,000 shares of common stock to Preston
Capital at an assumed offering price of $3.20 per share, less $25,000 of
offering expenses, our net tangible book value as of June 30, 2003 would have
been $2,635,614, or $.23 per share. This represents an immediate increase in net
tangible book value to existing shareholders of $0.257 per share and an
immediate dilution to new shareholders of $2.97 per share.

Assumed public offering price per share $3.20
Net tangible book value per share before this offering ($.027)
Net tangible book value after this offering $2,635,614
Net tangible book value per share after this offering $.23
Dilution of net tangible book value per share to new investors $2.97
Increase in net tangible book value per share to existing shareholders $.257

SELLING SECURITY HOLDERS

Based upon information available to us as of October 3, 2003, the following
table sets forth the name of the selling stockholders, the number of shares
owned, the number of shares registered by this prospectus and the number and
percent of outstanding shares that the selling stockholders will own after the
sale of the registered shares, assuming all of the shares are sold. The
information provided in the table and discussions below has been obtained from
the selling stockholders. The selling stockholders may have sold, transferred
or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any
time or from time to time since the date on which they provided the information
regarding the shares beneficially owned, all or a portion of the shares of
common stock beneficially owned in transactions exempt from the registration
requirements of the Securities Act of 1933. As used in this prospectus, "selling
stockholder" includes donees, pledgees, transferees or other
successors-in-interest selling shares received from the named selling
stockholder as a gift, pledge, distribution or other non-sale related transfer.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated
by the Commission under the Securities Exchange Act of 1934. Unless otherwise
noted, each person or group identified possesses sole voting and investment
power with respect to the shares, subject to community property laws where
applicable.

Ownership Before Offering Ownership After Offering(1)
------------------------- ------------------------

Number of Shares Percent of Shares Number of Shares Percent of
Beneficially Beneficially Beneficially Shares
Owned Owned(2) Owned Beneficially Owned

Dutchess Advisors, Ltd.(3) 700,000 5.5% 500,000 4.0%
Dutchess Private Equities
Fund, LP(3) 2,350,000 18.6% 2,150,000 17.0%
Michael Cummings(4) 8,075,000 61.0% 7,975,000 60.3%
Marketbyte, LLC (5) 250,000 2.0% 125,000 1.0%
Preston Capital
Partners, LLC(6) 250,000 2.0% 250,000 2.0%
C.C.R.I. Corp.(7) 25,000 * 25,000 *

* Less than 1%

(1) The numbers assume that the selling stockholders have sold all of the shares offered
hereby prior to completion of this Offering.
(2) Based on 12,616,330 shares outstanding as of September 30, 2003.
(3) Two of our directors, Michael Novielli and Douglas Leighton are principals of Dutchess
Advisors, Ltd. and Dutchess Private Equities Fund, L.P. Our director, Theodore Smith, is the
Executive Vice President of Dutchess Advisors, LLC.
(4) Includes a five year option to purchase an additional 618,000 shares of our common stock.
(5) The principal of Marketbyte, LLC is Larry Isen.
(6) The principal of Preston Capital Partners, LLC is John Wykoff.
(7) The principal of C.C.R.I. Corp. is Malcolm McGuire.

PLAN OF DISTRIBUTION

The selling stockholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale. The selling stockholders
may sell the shares from time to time:

- in transactions on the Over-the-Counter Bulletin Board or on any national
securities exchange or U.S. inter-dealer system of a registered national
securities association on which our common stock may be listed or quoted at the
time of sale; or
- in private transactions and transactions otherwise than on these exchanges
or systems or in the over-the-counter market;
- at prices related to such prevailing market prices, or
- in negotiated transactions, or
- in a combination of such methods of sale; or
- any other method permitted by law.

The selling stockholders may effect such transactions by offering and
selling the shares directly to or through securities broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders and/or the purchasers of the shares
for whom such broker-dealers may act as agent or to whom the selling
stockholders may sell as principal, or both, which compensation as to a
particular broker-dealer might be in excess of customary commissions.

Preston Capital and any broker-dealers who act in connection with the sale of
its shares may be deemed to be "underwriters" within the meaning of the
Securities Act, and any discounts, concessions or commissions received by them
and profit on any resale of the shares as principal may be deemed to be
underwriting discounts, concessions and commissions under the Securities Act.

On or prior to the effectiveness of the registration statement to which this
prospectus is a part, we will advise the selling stockholders that they and any
securities broker-dealers or others who may be deemed to be statutory
underwriters will be governed by the prospectus delivery requirements under the
Securities Act. Under applicable rules and regulations under the Securities
Exchange Act, any person engaged in a distribution of any of the shares may not
simultaneously engage in market activities with respect to the common stock for
the applicable period under Regulation M prior to the commencement of such
distribution. In addition and without limiting the foregoing, the selling
security owners will be governed by the applicable provisions of the Securities
and Exchange Act, and the rules and regulations thereunder, including without
limitation Rules 10b-5 and Regulation M, which provisions may limit the
timing of purchases and sales of any of the shares by the selling stockholders.
All of the foregoing may affect the marketability of our securities.

On or prior to the effectiveness of the registration statement to which this
prospectus is a part, we will advise the selling stockholders that the
anti-manipulation rules under the Securities Exchange Act may apply to sales of
shares in the market and to the activities of the selling security owners and
any of their affiliates. We have informed the selling stockholders that they
may not:

- engage in any stabilization activity in connection with any of the shares;
- bid for or purchase any of the shares or any rights to acquire the shares,
- attempt to induce any person to purchase any of the shares or
rights to acquire the shares other than as permitted under the Securities
Exchange Act; or
- effect any sale or distribution of the shares until after the prospectus
shall have been appropriately amended or supplemented, if required, to describe
the terms of the sale or distribution.

We have informed the selling stockholders that they must effect all sales of
shares in broker's transactions, through broker-dealers acting as agents, in
transactions directly with market makers, or in privately negotiated
transactions where no broker or other third party, other than the purchaser, is
involved.

The selling stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any broker-dealers, and any profits
received on the resale of shares, may be deemed to be underwriting discounts and
commissions under the Securities Act if the broker-dealers purchase shares as
principal.

In the absence of the registration statement to which this prospectus is a part,
certain of the selling stockholders would be able to sell their shares only
pursuant to the limitations of Rule 144 promulgated under the Securities Act.

We engaged Park Capital Securities, LLC as our placement agent with respect
to the securities to be issued under the Equity Line of Credit. To our knowledge
Park Capital Securities, LLC has no affiliation or business relationship with
Preston Capital.

LEGAL PROCEEDINGS

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

On April 25, 2003 the Superior Court of the State of California entered
a judgment in the amount of $46,120 against us in favor of a vendor of our
former subsidiary, North Texas Circuit Board, or NTCB. We believe that we were
never issued proper service of process for the complaint. In addition, on August
20, 2002 we sold NTCB to a third party. Pursuant to terms of the share purchase
agreement, this third party assumes all liabilities of NTCB. We plan to
vigorously oppose the action.

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

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The names and ages of all of our directors and executive officers, along with
their respective positions, term of office and period such position(s) was held,
is as follows:

Name Age Position Held
---- --- --------------

Michael Cummings 39 Chief Executive Officer, Director

Michael A. Novielli 39 Chairman of the Board of Directors

Douglas H. Leighton 35 Director

Theodore Smith 26 Director

Biographies of Officers and Directors

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

MICHAEL CUMMINGS has served as our Chief Executive Officer and director since
May 2003. He previously founded and served as President of Network Installation
Corp. from 1997 to 2003. During his tenure, Network Installation Corp. built its
annual sales from start-up to over $800,000 in 2002. Also during the period from
1999-2001, Mr. Cummings purchased a controlling interest in Tri-City Datatel,
Inc., a designer and installer of networking systems. Under his direction as
President of Tri-City Datatel, the company achieved annual sales growth from
$3.5 million to $7 million, before Cummings sold his interest in 2001. In 1983,
Mr. Cummings attended Goldenwest College for Business Law.

MICHAEL A. NOVIELLI has served as our director since April, 2003. Mr. Novielli
is a Managing Partner of Dutchess Capital Management, LLC and Dutchess Advisors,
LLC. A co-founder of Dutchess in 1996, Mr. Novielli advises the senior
management of issuers in which Dutchess Private Equities Fund LP has invested,
in areas of business development, legal, accounting and regulatory compliance.
Prior to co-founding Dutchess, Mr. Novielli was a partner at Scharff, Witchel &
Company, a 40 year-old, full service investor relations firm, where he consulted
with publicly-traded companies on areas of finance and business development.
Prior to joining Scharff, Mr. Novielli was Vice-President of Institutional
Sales-Private Placements at Merit Capital Associates, an independent NASD
registered broker-dealer. Before joining Merit, Mr. Novielli began his
investment career at PaineWebber, where he served for approximately three years
as a registered representative servicing high net worth individuals and
institutional clientele. Mr. Novielli has held series 7, 63 and 65 licenses and
received his B.S. in Business from the University of South Florida in 1987.

DOUGLAS LEIGHTON has served as our director since April, 2003. Mr. Leighton is a
Managing Partner of Dutchess Capital Management, LLC and 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. 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 has held series 7, 63 and 65 licenses as well as registered
investment advisor status and holds a BS/BA in Economics & Finance from the
University of Hartford.

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 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 has also served as a director of several public
as well as private companies.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, to our knowledge, certain information concerning
the beneficial ownership of our common stock as of October 3, 2003 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:

Amount and
Nature of
Name and Address of. . . . Beneficial Percentage
Beneficial Owner(1). . . . Ownership of Class(2)

Michael Novielli 3,120,000 (3) 24.7*%

Douglas Leighton 3,120,000 (3) 24.7*%

Theodore Smith 75,000 (3) *

Michael Cummings 8,075,000 (4) 61*%

Dutchess Private Equities
Funds, L.P. 3,050,000 (3) 24.2*%
312 Stuart St., 3rd Floor
Boston, MA 02116

Dutchess Advisors, Ltd. 3,050,000 (3) 24.2*%
312 Stuart St., 3rd Floor
Boston, MA 02116

All directors and current
executive officers as a
group (4 persons) 11,340,000 85.7*%

* . . . . . . . . . Less than 1% of outstanding shares of Common Stock.

(1) The address of all individual directors and executive officers is
c/o Network Installation Corporation, 18 Technology Drive, Suite
140A, Irvine, CA 92618.

(2) The number of shares of common stock issued and outstanding on
September 30, 2003 was 12,616,330 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 September 30, 2003, plus shares of common stock subject to
options held by such person on September 30,2003 and exercisable
within 60 days thereafter. The persons and entities named in the
table have sole voting and investment power with respect to all
shares shown as beneficially owned by them, except as noted below.

(3) Two of our directors, Michael Novielli 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
700,000 shares of our common stock. Dutchess Private Equities
Fund owns 2,350,000 shares of our common stock. Messrs. Novielli
and Leighton each individually own 70,000 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.

(4) Includes a five year option to purchase 618,000 shares of our common stock.

DESCRIPTION OF SECURITIES

COMMON STOCK

Our Articles of Incorporation authorize us to issue 100,000,000 shares of common
stock, par value $.001 per share. As of September 30, 2003, 12,616,330 common
shares were issued and outstanding.

VOTING RIGHTS. Each share of our common stock entitles the holder thereof to one
vote, either in person or by proxy, at meetings of stockholders. Our Board of
Directors is elected annually at each annual meeting of the stockholders.
Stockholders are not permitted to vote their shares cumulatively. Accordingly,
the holders of more than 50% of the voting power can elect all of our directors.

DIVIDEND POLICY. All shares of common stock are entitled to participate ratably
in dividends when, as and if declared by our Board of Directors out of the funds
legally available therefore. Any such dividends may be paid in cash, property or
additional shares of common stock. 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. We may never pay dividends on our common stock.

MISCELLANEOUS RIGHTS AND PROVISIONS. Holders of common stock have no preemptive
or other subscriptions rights, conversions rights, redemption or sinking fund
provisions. In the event of the liquidation or dissolution, whether voluntary or
involuntary, of Network Installation, each share of common stock is entitled to
share ratably in any assets available for distribution to holders of the equity
of Network Installation after satisfaction of all liabilities.

Transfer Agent

Our transfer agent for our common stock is:

Pacific Stock Transfer
500 East Warm Springs
Suite 240
Las Vegas, NV 89119
Telephone: (702) 361-3033

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel within the meaning of those terms under Item 504 of
Regulation S-B will receive a direct or indirect interest in the small business
issuer or was a promoter, underwriter, voting trustee, director, officer, or
employee of Network Installation. Nor does any such expert have any contingent
based agreement with us or any other interest in or connection to us.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

Indemnification of Directors and Officers

Article VIII of our By-laws provides: Except as hereinafter stated otherwise,
the Corporation shall indemnify all of its officers and directors, past, present
and future, against any and all expenses incurred by them, and each of them
including but not limited to legal fees, judgments and penalties which may be
incurred, rendered or levied in any legal action brought against any or all of
them for or on account of any act or omission alleged to have been committed
while acting within the scope of their duties as officers or directors of this
Corporation.

Article VIII of our Articles of Incorporation states that: The Corporation
shall, to the fullest extent permitted by the General Corporation Law of the
State of Nevada, as the same may be amended and supplemented, indemnify any and
all persons whom it shall have power to indemnify under said Law from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said Law, and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent
and shall inure to the benefit of the heirs, executors, and administrators
of such a person.

Under the foregoing provisions of our Certificate of Incorporation and By-Laws,
each person who is or was a director or officer shall be indemnified by us to
the full extent permitted or authorized by the General Corporation Law of
Nevada. Under such law, to the extent that such person is successful on the
merits of defense of a suit or proceeding brought against such person by reason
of the fact that such person is a director or officer of Network Installation,
such person shall be indemnified against expenses, including attorneys' fees,
reasonably incurred in connection with such action. If unsuccessful in defense
of a third-party civil suit or a criminal suit or if such a suit is settled,
such a person shall be indemnified under such law against both (1) expenses
(including attorneys' fees) and (2) judgments, fines and amounts paid in
settlement if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, our best interests, and with
respect to any criminal action, had no reasonable cause to believe such person's
conduct was unlawful.

If unsuccessful in defense of a suit brought by or under the right of Network
Installation, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, our best
interests, except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the performance of such person's duty to us,
such person cannot be made whole even for expenses unless the court determines
that such person is fairly and reasonably entitled to be indemnified for such
expenses.

As soon as may be practicable, we expect to cover our officers and directors by
officers' and directors' liability insurance in an amount to be determined by
the Board of Directors which will include reimbursement for costs and fees. We
expect to enter into Indemnification Agreements with each of our executive
officers and directors which will provide for reimbursement for all direct and
indirect costs of any type or nature whatsoever (including attorneys' fees and
related disbursements) actually and reasonably incurred in connection with
either the investigation, defense or appeal of a Proceeding, as defined,
including amounts paid in settlement by or on behalf of an Indemnitee.

We entered into a Consulting Agreement with Dutchess Advisors on April 1, 2003.
Two of our directors, Michael Novielli and Douglas Leighton, are principals of
Dutchess Advisors. This Agreement provides that we will indeminify Dutchess
Advisors for all actions, causes of action, suits, claims, losses, costs,
penalties, fees, liabilities and damages, and expenses in connection therewith,
including reasonable attorneys' fees and disbursements, incurred by Dutchess
Advisors as a result of (i) any misrepresentation or breach of any
representation or warranty made by us in the Agreement or any other certificate,
instrument or document, (ii) any breach of any covenant, agreement or obligation
contained in this Agreement or any other certificate, instrument or document,
(iii) any cause of action, suit or claim brought or made against Dutchess
Advisors by a third party and arising out of the execution, delivery,
performance or enforcement of this Agreement or any other certificate,
instrument or document, except insofar as any such misrepresentation, breach or
any untrue statement, alleged untrue statement, omission or alleged omission is
made in reliance upon and in conformity with written information furnished to
Dutchess Advisors by us.

On April 8, 2003, we entered into a Subscription Agreement with Dutchess Private
Equities Fund which provides that we shall defend, protect, indemnify and hold
harmless Dutchess Private Equities Fund from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and
damages, and expenses in connection therewith, and including reasonable
attorneys' fees and disbursements incurred by Dutchess Private Equities Fund as
a result of (i) any misrepresentation or breach of any representation or
warranty made by us (ii) any breach of any covenant, agreement or obligation
(iii) any cause of action, suit or claim brought or made against Dutchess
Private Equities Fund by a third party and arising out of the execution,
delivery, performance or enforcement of the document contemplated in the
Agreement, (iv) any transaction financed or to be financed with the proceeds of
the issuance of the Debentures or (v) the status of Dutchess Private Equities
Fund as our investor, except insofar as any untrue statement or omission is made
in reliance upon and in conformity with written information furnished to the
Registrant by Dutchess Private Equities Fund. If Dutchess Private Equities
Fund, other than by reason of its gross negligence or willful misconduct,
becomes involved in any capacity in any action, proceeding or investigation
brought by any shareholder in connection with transactions contemplated by
transactions between us and Dutchess Private Equities Fund, we will reimburse
Dutchess Private Equities Fund for its reasonable legal and other expenses.

COMMISSION POSITION ON INDEMNIFICATION OF OFFICERS AND DIRECTORS FOR LIABILITIES
ARISING UNDER THE SECURITIES ACT OF 1933

We have been advised that in the opinion of the Securities and Exchange
Commission, insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event a claim for indemnification against such
liabilities (other than our payment of expenses incurred or paid by our
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

DESCRIPTION OF BUSINESS

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-owner 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, management determined that our capital and management resources
were spread too thin to properly address the capital needs and the management
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 to us 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 normal consideration.

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 e-fund Capital/Barrett Evans, 5 year
convertible debentures in the amount of $65,000 and $75,000 respectively.
Michael Cummings, President of Paradigm also resigned as a Director of the
Company's Board of Directors.

On April 9, 2003, we executed a Restructuring Agreement pursuant to which
Western Cottonwood Corporation, a related party through a major shareholder,
agreed to forgive its notes receivable and interest receivable from us as of
December 31, 2002. Pursuant to the agreement, (i) Western Cottonwood and
Atlantis Partners shall maintain a combined ownership percentage of a
non-dilutive 4.9% and Greg Mardock, our former president, shall maintain a
combined ownership percentage of a non-dilutive 2% through our first merger
or acquisition transaction and (ii) 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. Network Installation is a designer and
installer of data, voice, and video networks. The transaction closed in May,
2003.

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.

OVERVIEW

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
station. 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)

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 wireless
technologies such as CDMA and GSM, Wi-Fi enjoys 100% global acceptance. 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 also buying Wi-Fi-compatible hardware in their laptops and PDAs for
use in the office or home.

Wi-Fi is over 100 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 its currently installed base of universities, K-12,
municipalities and Fortune 1000 companies.

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
only 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.

We seek to exploit the growing demand in high-speed connectivity by providing
complete network solutions including best of breed wireless products,
engineering services, 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 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 Vivato and Motorola Inc. that give us what we believe
to be the finest suite of products in 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 (WISPs) or proprietors
of WLANs or expanded 'Hot Zones' up to 4 kilometers through our Vivato
agreement. Vivato is a San Francisco-based network infrastructure company
and manufacturer of the industry's first Wi-Fi switches for enterprises and
service providers. Adhering to the IEEE 802.11 standard, Vivato's
patent-pending PacketSteering(TM) technology changes the old rules of Wi-Fi
deployment. Vivato Wi-Fi switches deliver unprecedented range and capacity,
with enterprise-class security.

SALES AND MARKETING

Our employees market and sell our services through a direct team of five sales
and project management professionals. We are proactive and able to visit
personally with our clients from time to time. We do not employ an outside sales
force.

We also use several methods of mass marketing to advertise our products and
services including direct mailings, and the distribution of brochures which
describe our services. Additionally, we maintain a web site that
describes our services. We believe that these methods of marketing are a key
factor in the securing of new business.

CUSTOMERS

We currently provide our products and services to the markets in K-12 education,
universities, municipalities and Fortune 1000 companies. Some of current
customers include University of California - Los Angeles, University of Southern
California, Wells Fargo and Safeway. The University of California - Los Angeles
currently represents approximately 30% of our annual revenue. No other customer
represents more than 10% of our annual revenue.

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. The Company is aware of only one publicly-traded competitor,
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 October 3, 2003, we employed 25 full time employees, four are executives,
five are in sales and marketing, fifteen are project managers and technicians
and one is in administration. We believe our relations with all of our employees
are good.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

Overview

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

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

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

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

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

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

We incurred Cost of Revenue of $135,835 for the three and six month period
ended June 30, 2003 as compared to $0 for the three and six month period ended
June 30, 2002. Our Cost of Revenue increased in 2003 because we did not have
operations in the three and six month periods end June 30, 2002.

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

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

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

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

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

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

Net loss
---------

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

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

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

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

As of June 30, 2003, our Current Assets were $540,432 and Current Liabilities
were $2,354,238. Cash and cash equivalents were $6,730 as compared to $72,444 at
June 30, 2002. Our Stockholder's Deficit at June 30, 2003 was ($279,386).

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

Through October 7, 2003, we have sold $337,500 has been in the form of
convertible debentures and common stock to Dutchess Private Equities Fund LP.
Additionally, Dutchess provided $75,000 in the form of a loan secured by an
accounts receivable invoice. Dutchess has made no commitments for future
financing. We have signed an Investment Agreement with Preston Capital for
$2,500,000 in an Equity Line arrangement. We believe funds from operations and
the Equity Line will provide sufficient capital for the next twelve months.

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

As of September 30, 2003 we had one subsidiary, Network Installation
Corporation.

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

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

- our vulnerability to adverse general economic conditions is heightened;
- we will be required to dedicate a substantial portion of our cash flow
from operations to repayment of debt, limiting the availability of cash for
other purposes;
- we are and will continue to be limited by financial and other restrictive
covenants in our ability to borrow additional funds, consummate asset sales,
enter into transactions with affiliates or conduct mergers and acquisitions;
- our flexibility in planning for, or reacting to, changes in its business
and industry will be limited;
- we are sensitive to fluctuations in interest rates because some of our
debt obligations are subject to variable interest rates; and
- our ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, general corporate purposes or other
purposes may be impaired.

Our ability to pay principal and interest on our indebtedness and to satisfy our
other debt obligations will 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.

DESCRIPTION OF PROPERTY

We currently sublease 2,500 sq ft. of office space located in a technology park
at 18 Technology Dr., Suite 140A, Irvine, CA. Our monthly rent is approximately
$2,300 per month, and our leas runs month to month.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From January 1, 2001 to September 30, 2001 we issued 34,913 shares to Primavera
Corporation for $6,298,568 of which 32,147 common shares were issued to VLK
Capital Corporation in exchange for consulting and other services performed on
our behalf by Greg Mardock, our President at the time and principal shareholder
of VLK, and other management advisors which we had valued at $5,851,000. Of
these shares, 3,917 shares were subsequently transferred to Mr. Mardock and an
additional 2,646,000 were transferred to Edward Fearon, an officer and director
of Primavera Corporation and NTCB, and 2,500 were transferred to Raymond Craig,
a shareholder.

On July 1, 2001, we sold 500 shares of Easyriders, Inc. to Sierra Nevada
Advisers, Inc., a holder of our stock, in exchange for 125 shares of our common
stock valued at $66,250.

On July 9, 2001, we canceled and returned a promissory note receivable that we
were holding for $900,000 payable by VLK Capital, one of our major shareholders
at that time, in exchange for VLK Capital's cancellation and return of 2,250
shares of our common stock. The exchange resulted in a loss to us of $820,000,
was reflected as a loss on settlement of debt in our financial statements.

In July of 2001, we sold Mardock, Inc. back to its original owner, Greg Mardock,
our CEO and a Director at that time, in exchange for his agreement to assume the
liabilities of Mardock Inc. and the transfer by Mr. Mardock to us of 1,000
shares of our common stock, which was valued at $600.00 per share and retired as
treasury stock. Mardock, Inc. subsequently ceased operations and went out of
business.

In July of 2001, we sold our 82% ownership interest in OpiTV.com. to Mardock,
our CEO and a Director at that time, in exchange for his agreement to assume the
liabilities of OpiTV and the transfer by Mr. Mardock to us of 550 shares of our
common stock, which was retired as treasury stock. OpiTV.com was a start-up
company with no sales or operations. OpiTV.com had a negative net worth.

On October 7, 2002, we issued 51,361 shares of common stock in the name of
Delaware Charter Guarantee and Trust, FBO Greg Mardock, our CEO and a director
at that time, in exchange for a promissory note of $45,500 principal amount and
interest of $5,861.

On October 8, 2002, we issued to Edward R. Fearon, former President of Primavera
and Escamilla Capital Corporation, a related entity, 6,250 and 8,750 shares
respectively. These shares were issued in exchange for notes issued by Primavera
Corporation to BECO M-A, L.P. and BECO Joint Venture No. 1 amounting to $76,595.

On October 31, 2002, Western Cottonwood Corporation, a related entity, agreed to
convert $2,000,000 in debt owed by us to 200 shares of our Series A Preferred
Stock. Subsequent to December 31, 2002 the shares were not issued and the
agreement was mutually voided.

On November 5, 2002, we issued Western Cottonwood Corp 75,000 shares of common
stock in exchange for $75,000 in Promissory Notes. Subsequent to December 31,
2002 the note was amended to be in exchange for $300,000 in Promissory Notes.

On April 8th, 2003, we entered into an agreement to rescind the acquisition of
W3M, Inc., dba Paradigm Cabling Systems, from its inception. The agreement was
made available in our 10-KSB filed on April 15, 2003. In order to acquire 80% of
the outstanding common stock of Paradigm, we entered into an acquisition
agreement dated October 31, 2002. Pursuant to the terms of the acquisition, 80%
of the outstanding capital stock of Paradigm was transferred to us. In exchange,
we agreed to issue shares of a new Series A Convertible Preferred Stock to the
exchanging shareholders of Paradigm as follows:

Name No. Of Shares of Series A Convertible Preferred
---- -----------------------------------------------
Michael Cummings 71.25 shares
Ashford Capital 71.25 shares
Total 142.50 shares

We subsequently agreed with Paradigm to void the Transaction ab initio (that is,
at its inception), with the effect that Paradigm is the owner of its Assets and
Liabilities and the shares of our Preferred Stock issued to Paradigm are
restored to the status of authorized but unissued shares. We exchanged mutual
general releases with Paradigm in order to restore the parties to their
respective positions immediately prior to the execution and delivery of the
purchase agreement.

On April 9, 2003, we entered into a Restructuring & Release Agreement with Greg
Mardock, John Freeland, Western Cottonwood Corporation, Atlantis Partners and
VLK Capital Corp. Pursuant to this Agreement, Greg Mardock resigned as our
director and employee and Michael A. Novielli, Douglas H. Leighton and Theodore
J. Smith, Jr. were appointed as directors. Listed below are additional
obligations of parties to the Agreement:

- Western Cottonwood Corporation agreed to forgive $1,984,849.99 in Notes
receivable and interest receivable as of December 31, 2002.

- Greg Mardock resigned as our officer and employee.

- Messrs. Mardock and Freeland immediately released any and all claims to
collateral, security or title of any of our assets.

- Western Cottonwood and Atlantis Partners will maintain a combined
ownership percentage of 4.9%. The percentage ownership of 4.9% shall
be non-dilutive through our first merger or acquisition transaction with a going
concern.

- Greg Mardock will maintain an ownership percentage of 2.0%. His
ownership percentage of 2.0% shall be non-dilutive through our first merger or
acquisition transaction with a going concern.

- All stock issued to the parties to this Agreement was restricted and had
no registration rights. The parties also agreed to additional rules governing
resale of the shares. The shares may not be sold either in the public market
nor in a private transaction for a period of one year, the parties may not sell
more than one twelfth of their entire ownership stake in any one month for a
period covering the thirteenth month through the twenty fourth month.
Additionally, for a period of time the stock is not transferable and may not be
loaned.

On April 8, 2003 we entered into a Consulting Agreement with Dutchess Advisors
LLC, where Dutchess would provide the following services:

- Assist us with our capitalization and restructuring; and

- Assist us with our business development by seeking potential business
partners, candidates for joint ventures, mergers and acquisitions or qualified
persons to join our board of directors.

We agreed to pay Dutchess Advisors, LLC 700,000 shares of common stock for these
Services.

On May 16, 2003, we entered into a Stock Purchase Agreement with Michael
Cummings, the owner of 100% of the outstanding shares of common stock of Network
Installation, Inc., or Network. Pursuant to this Agreement, we acquired all
outstanding shares of common stock of Network. The purchase price consisted of
$50,000 and 7,382,000 shares of our common stock. In addition, we agreed to
issue a five year option to purchase an additional 618,000 shares of our common
stock to Mr. Cummings if Network'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 our common stock on August 31,
2003. At the time of the acquisition there were no material relationships
between us and Mr. Cummings. As a result of the acquisition, Mr. Cummings
replaced Mr. Novielli as Chief Executive Officer and became our director.
Mr. Novielli remained as Chairman of the Board of Directors.

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 Bloomburg Financial Network, are as follows:

Quarter Ended High Bid Low Bid

September 30, 2001 $4.50 $0.80
December 31, 2001 $1.25 $0.66
March 31, 2002 $0.86 $0.22
June 30, 2002 $0.51 $0.15
September 30, 2002 $0.20 $0.02
December 31, 2002 $0.03 $0.00
March 31, 2003 $2.00 $0.05
June 30, 2003 $0.35 $0.15
September 30, 2003 $5.35 $0.80
December 31, 2003* $3.30 $3.10

* Through October 13, 2003.

Number of Shareholders

As of September 30, 2003 we had approximately 1,000 shareholders of record.

Penny Stock Rules

Our stock has had a market price of less than $5.00 per share. The SEC has
adopted regulations which generally define "penny stock" to be any equity
security that has a market price less than $5.00 per share or an exercise price
less than $5.00 per share, subject to certain exceptions. Accordingly, our
common stock is subject to rules that impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse). For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of such
securities and have received the purchaser's written consent to the transaction
prior to the purchase. Additionally, for any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to the transaction,
of a disclosure schedule prepared by the SEC relating to the penny stock market.
The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our common stock and may affect
the ability of investors to sell our common stock in the public market.

Dividends

We have never declared dividends on our common shares and we do not anticipate
declaring any dividends in the foreseeable future, though there are no existing
restrictions on the authority of the Board of Directors to declare dividends out
of funds legally available for the payment of dividends.

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation for the
fiscal years ended December 31, 2002, 2001 and 2000 paid or accrued by us to
our Chief Executive Officer. No executive officers earned more than
$100,000 in the 2002, 2001 and 2000 fiscal years.

SUMMARY COMPENSATION TABLE

Annual Compensation
--------------------------------------
Other
Annual
Name and. . . . . . . . . . Compen-
Principal Position. . . . . Year Salary (1) Bonus sation
Greg Mardock. . . . . . . . 2002 $ 12,000 -0- -0-
Chief Executive Officer (1)

(1) Mr. Mardock received compensation from Mardock, Inc., a
subsidiary of our wholly-owned subsidiary at that time,
Flexxtech Holdings, Inc. VLK Capital Corp. was issued
5,909,333 shares of common stock for managerial services
valued at $.902 per share, as amended for the 18 month
period from January 2001 through June 2002. VLK
subsequently issued 783,333 shares to Greg Mardock.

Mr. Mardock resigned in April, 2003. Mr. Cummings became our Chief Executive
Officer in May, 2003.

Compensation Committee Interlocks and Insider Participation

None of our directors or executive officer serves as a member of the Board of
Directors or Compensation Committee of any entity that has one or more executive
officers serving as a member of our Board of Directors.

Employment Agreement

We executed an employment agreement with Mr. Cummings 0n May 23, 2003. Mr.
Cummings currently earns a gross salary of $16,000 per month and 5% of the
adjusted net profits for a two-year period ending on May 23, 2005.

Stock Option Plan

Our Board of Directors has approved the issuance of 1,000,000 shares for our
Stock Option Plan. On September 16, 2003 the Board of Directors approved the
issuance of 300,000 stock options to the Company's Chief Operating Officer,
William Lindberg at strike prices of; 100,000 shares at $0.45 per share, 100,000
shares at $2.50 per share and 100,000 shares at $5.00 per share.

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS.

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

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

Property and Equipment, net8,580

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

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

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

STOCKHOLDERS' DEFICIT
Common stock, authorized 100,000,000 shares at $.001 par
value, issued and outstanding 10,325,407 shares 10,325
Additional paid in capital17, 679,523
Shares to be issued 16,900
Accumulated deficit (17,986,134)
-------------
Total Stockholders' Deficit (279,386)
-------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $2,294,852
=============

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

FLEXXTECH CORPORATION & SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

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

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

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

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

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

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

2003 2002
========== ============

CASH FLOWS FROM OPERATING ACTIVITIES

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

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

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

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

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

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

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

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

1. BASIS OF PREPARATION:

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

BASIC AND DILUTED NET LOSS PER SHARE

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

DESCRIPTION OF BUSINESS

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

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

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

The Company had disposed of all subsidiaries as of December 31, 2002.

REVENUE RECOGNITION

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

ISSUANCE OF SHARES FOR SERVICE

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

RECLASSIFICATIONS

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

2. PRINCIPLES OF CONSOLIDATION

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

3. RECENT PRONOUCEMENTS

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

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

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

4. GOING CONCERN

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

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

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

5. NOTES RECEIVABLE/PAYABLE - RELATED

Notes receivable from related parties

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

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

Notes payable to related parties

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

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

6. LOAN PAYABLE

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

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

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

7. DUE TO FACTOR

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

8. INCOME TAXES

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

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

9. STOCKHOLDERS' EQUITY

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

STOCK SPLIT

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

COMMON STOCK:

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

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

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

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

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

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

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

CONVERTIBLE DEBENTURES:

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

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

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

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

CONVERTIBLE PROMISSORY NOTES PAYABLE

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

STOCK OPTION PLAN

The Company has adopted a Stock option plan for the granting of options to
employees, consultants and other providers of goods and services to the Company.
The Company has set aside 1,000,000 shares of common stock under the plan. On
September 16, 2003 the Board of Directors approved the issuance of 300,000 stock
options to the Company's Chief Operating Officer, William Lindberg at strike
prices of; 100,000 shares at $0.45 per share, 100,000 shares at $2.50 per share
and 100,000 shares at $5.00 per share.

10. LITIGATION

In the year ended December 31, 2002, a suit was brought against the Company
alleging the Company made false written and oral representations to induce the
plaintiff to invest in the Company and that such investment occurred despite the
Plaintiff's request that the funds be held in a brokerage account maintained by
a related entity. A co-defendant in the case also filed a cross-complaint in the
action alleging theories of recovery against the Company and several other
defendants and alleging fraud, breach of contract, misrepresentation,
conversion and securities fraud against the Company. Presently, the
complaint and cross-complaint have been answered by the Company and discovery
has commenced. The plaintiff has filed a motion to compel further discovery
and for sanctions.

Management of the Company is opposing the claims and alleges that it delivered a
properly issued convertible note to the plaintiff. In the opinion of the
Company's counsel, the Company's exposure in the case is $100,000 for the
investment plus interest. However, if the claims against the Company are
successful, the punitive damages could triple the damages. The Company has
accrued $300,000 in the accompanying financial statements against any possible
outcome. The Company is attempting to settle and has made a good faith deposit
of $20,000 towards a settlement.

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

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

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

11. SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

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

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

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

12. RESTRUCTURING AND ACQUISITIONS

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

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

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

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

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

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

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

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

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

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

CHANGES IN AND DISAGREMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None of our principal independent accountants have resigned, declined to stand
for re-election or been dismissed in the last two years.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article VIII of our Articles of Incorporation states that: The Corporation
shall, to the fullest extent permitted by the General Corporation Law of
the State of Nevada, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify
under said Law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Law, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

Under the foregoing provisions of our Certificate of Incorporation and
By-Laws, each person who is or was a director or officer of Registrant shall be
indemnified by the Registrant as of right to the full extent permitted or
authorized by the General Corporation Law of Nevada. Under such law, to the
extent that such person is successful on the merits of defense of a suit or
proceeding brought against such person by reason of the fact that such person is
a director or officer of the Registrant, such person shall be indemnified
against expenses, including attorneys' fees, reasonably incurred in connection
with such action. If unsuccessful in defense of a third-party civil suit or a
criminal suit or if such a suit is settled, such a person shall be indemnified
under such law against both (1) expenses (including attorneys' fees) and (2)
judgments, fines and amounts paid in settlement if such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the Registrant, and with respect to any criminal
action, had no reasonable cause to believe such person's conduct was unlawful.
If unsuccessful in defense of a suit brought by or under the right of the
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if such person acted in good faith and in a
manner such person reasonably believed to be in, or not opposed to, the best
interests of the Registrant, except that if such a person is adjudicated to be
liable in such suit for negligence or misconduct in the performance of such
person's duty to the Registrant, such person cannot be made whole even for
expenses unless the court determines that such person is fairly and reasonably
entitled to be indemnified for such expenses.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth our expenses in connection with this registration
statement. All of these expenses are estimates, other than the fees and expenses
of legal counsel and filing fees payable to the Securities and Exchange
Commission.

Filing Fee--Securities and Exchange Commission $400
Legal Expenses $6,000
Accounting Expenses $7,500
Blue Sky Fees and Expenses $1,000
Printing Expenses $3,000
Miscellaneous expenses $2,100
---------
Total: $20,000

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

On June 26, 2000, we commenced a private placement offering during which we sold
the following shares at the prices and for the proceeds indicated below.

No. Shares Price Total Proceeds
----------- ----- ---------------
236,942 shares $ 236,942
1,800 shares $1.67 per share $ 3,000
23,600 shares $2.12 per share $ 50,000
1,700 shares $2.35 per share $ 4,000
449,962 shares $2.50 per share $1,124,905
14,034 shares $2.67 per share $ 37,471
16,493 shares $3.33 per share $ 54,921
36,000 shares $5.00 per share $ 180,000
-----------
Total through 12/31/00 $1,691,239

During the same period we sold 141,412 additional shares without registration
under the Securities Act of 1933 ("Act") in reliance on the exemption from
registration provided by Regulation S for gross proceeds of $376,030.

We did not employ an underwriter in connection with the above sales but did pay
finders' fees of approximately $169,123 in connection with the sales. Total
offering expenses were approximately $253,685 or 15% of the gross proceeds. The
expenses beyond the finders' fees were for due diligence, accounting and legal
expenses.

In the three months ended September 30, 2001, we sold a total of 31,996 without
registration pursuant to the exemptions afforded by Regulation D
resulting in gross proceeds of $30,320 and an additional 6,676 shares
pursuant to the provisions of Regulation S resulting in gross proceeds of
$2,200. $3,400 received where shares have not been issued. We utilized the
services of finders in placing the Offerings. We did not utilize the services of
brokers or underwriters. The Offerings were self-underwritten. The Offering
expenses were approximately 15% of the gross Offering proceeds. The balance of
the Offering expenses were related to general sales expenses, including, but not
limited to, due diligence, accounting and legal expenses.

In August, 2001 we commenced a convertible debenture offering. The placement
agent was May Group, Inc. May Davis received 200,000 pursuant to Regulation D
and cash consideration as a fee. The debentures and shares were offered to
persons who were "accredited investors" without registration under the Act in
reliance on the exemption from registration provided by 4(2) of the Act and
Regulation D thereunder.

We have sold Convertible Debentures to the following persons in the amounts
indicated below.

Number Amount Name of Bondholder
------ ------ ------------------
001 $10,000 Bonnie Goldstein
002 $10,000 Neil Jones
003 $20,000 Terry and Carol Conner
004 $10,000 Robert Dutch
005 $20,000 Howard and Elaine Bull
006 $50,000 Daniel Grillo
007 $10,000 Jon Cummings
008 $10,000 Richard Dredge
009 $10,000 Seymour Niesen
010 $10,000 John Williams
011 $10,000 Koenraad Blot
012 $10,000 Steven and Mary LeMott
013 $10,000 Andrew Geiss
014 $10,000 John and Dianna McNeish
015 $10,000 Carl Ziegler
016 $10,000 Michael Beecher
017 $10,000 Michael Dahlquist
018 $10,000 Carl Hoehner
019 $20,000 Vernon Koto
020 $20,000 Kenneth E. Rogers
021 $10,000 John Bollinger
022 $10,000 Richard Blue
023 $10,000 Frank Damato
----------
$310,000

Second Tranche

20,000 Craig Wexler
30,000 Lawrence Wexler
12,500 Andrew Smith
12,500 Global Coast Insurance
95,000 Charles Mangione
----------
$170,000

We have also sold debentures to the following investors in the following amounts.

180,000 David Wykoff
60,000 Dutchess Private Equities Fund, L.P.
---------
$240,000

These two debentures are secured by a Giga 8800 Automatic CNC
Drilling Machine owned by our subsidiary North Texas Circuit Board Co., Inc.,
pursuant to terms of a security agreement.

From January 1 through September 30, 2001 Network Installation issued
6,982,661 to major shareholders for $2,236,423 of which 6,429,333 common
shares were issued to VLK Capital Corporation in exchange for consulting
and other services performed on behalf of Network Installation by Greg Mardock
and other management advisors which the Company has valued at $1,286,000.
Of these shares, 783,333 shares were subsequently transferred to Greg Mardock,
president of the Company at that time, and an additional 2,646,000 were
transferred to Edward Fearon, an officer and director of Primavera
Corporation and North Texas Circuit Board, and 500,000 were transferred
to Raymond Craig, a shareholder.

During the fourth quarter of 2001 we issued additional shares of Network
Installation common stock without registration under the Act in reliance on
the exemption from registration provided by 3(b) of the Act and Rule 506 of
Regulation D thereunder:

- Ten shareholders purchased shares 44,344 at $0.65 per share
- Three shareholders purchased 12,337 shares at $0.75 per share
- One shareholder purchased 4,000 shares at $0.55 per share

Additionally, we issued seven shareholders 100,028 shares for services and one
additional shareholder 600,000 shares collected against a loan.

During the last quarter of 2001 we issued additional shares without registration
under the Act in reliance on the exemption from registration provided by
Regulation S under the Act, as follows:

- One shareholder purchased 249,920 shares at $.202 per share
- One shareholder purchased 69,709 shares at $0.21 per share
- One shareholder purchased 130,000 shares at $0.35 per share

These sales constitute a total of 442,629 shares issued in reliance on
Regulation S. The total of all share issuances during the fourth quarter of
2001 is 1,206,338 shares.

In the 12 months ended December 31, 2002 and pursuant to Regulation D or
Regulation S the Company issued a total of 67,725,390 shares of which 11,317,851
Shares were sold for cash. The breakdown of shares sold for cash for the 12
Months ended December 31, 2002 are as follows:

Quarter Amount of Securities Regulation Gross Proceeds

1st 1,900,634 . S $284,378.12
1st 232,000 D $ 58,000.00
2nd 3,482,396 S $462,813.61
2nd 59,452 D $ 19,060.00
3rd 194,120 S $ 13,879.24
3rd 150,000 D $ 3,500.00
4th 5,299,249 S $ 23,591.57
---------- -----------
Total 11,317,851 $865,222.54
========== ===========

The following is a breakdown of common shares issued for Flexxtech Corporation
in the year 2002:

During the first quarter ended March 31, 2002, the Company sold 10,679 shares
for cash in the amount of $343,358. The Company issued 1,133 shares of common
stock for consulting services amounting $113,000 to related parties. The Company
issued 1,050 shares of common stock for compensation amounting $92,400. The
Company issued 4,250 shares of common stock to a related party, related by
common major shareholders, as collateral against a debt of $283,700.

During the second quarter ended June 30, 2002, the Company sold 18,376 shares
for cash in the amount of $480,833. The Company issued 10,413 shares of common
stock for consulting services valued at $479,644. The Company also settled debts
amounting to $259,200 by issuing 6,081 shares of common stock valued at
$431,644.

During the quarter ended September 30, 2002, the Company issued 9,375 shares for
finders fee related to sale of common stock. The shares issued for finders' fees
were valued at $93,750. Included in those shares were 7,500 shares valued at
$75,000 to a company owned by a major shareholder of the Company. The Company
issued 10,000 shares issued at $100,000 to an investor for a price difference
adjustment. The price difference adjustment is the excess amount received from
an investor on the sale of common stock over the market price. The Company
issued 175 shares for consulting services valued at $3,233. The Company issued
7,500 shares to the President of the Company at that time as compensation,
and valued at $138,596. The Company issued 10,076 shares of common stock
valued on conversion of debentures at $140,527. The Company also settled a debt
of $100,000 payable to a Company owned by the majority shareholder of the
Company, by issuing 25000 shares valued at $250,000 resulting in a loss of
$150,000 on settlement of the debt. During the three month period ended
September 30, 2002, the Company sold 1,721 shares of common stock for cash in
the amount of $17,088. The Company issued marketable securities, 7,500
shares of a publicly traded Company valued at $225,000 in price settlement
to an investor.

During the three month ended December 31, 2002, the Company issued common stock
to various parties as per follows:

a) On October 7, 2002, 51,361 shares of common stock valued at
$70,449 were issued in the name of Delaware Charter Guarantee
and Trust, FBO Greg Mardock, the president of the Company, in
exchange for Promissory Notes of $64,588 principal amount and
interest of $5,861.

b) On October 8, 2002, Edward R. Fearon, the former President of
Primavera and Escamilla Capital Corporation, a related entity,
received 6,250 and 8,750 shares respectively, valued at a
total of $60,000.

c) On October 8, 2002, Edward R. Fearon, the former President of
Primavera was issued 15,000 shares of common stock valued at
$60,000 for consulting services performed during the year
ended December 31, 2002.

d) On November 5, 2002 Western Cottonwood Corp was issued 75,000
shares of common stock valued at $300,000 in exchange for a
debt of $300,000.

e) During the three month ended December 31, 2002, the Company
settled debentures amounting $50,800 by issuing 34,940 shares
of common stock valued at $50,800.

f) The Company issued 5,000 shares to a consultant valued at
$20,000 for same amount of services performed during the year
ended December 31, 2002.

g) During the three months ended December 31, 2002, the Company
issued 26,496 shares of common stock for cash amounting
$23,882.

During the year ended December 31, 2002, the Company issued debentures
amounting $720,000, carrying an interest rate of 6% per annum, due in August
2003. During the three month period ended December 31, 2002, the Company had
issued debentures amounting $134,000.

During the year ended December 31, 2002, the Company issued
45,016 shares of common stock in conversion of debentures amounting to $191,327.

In April 2003, in connection with the rescission agreement, the Company
issued convertible debentures of $140,000 to various parties.

In 2002, the Company issued convertible promissory notes of $59,200 due
on March 1, 2004 and $100,000 due on April 1, 2004, carrying an interest rate of
10% per annum.

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

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

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

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

On April 7, 2003, the Company issued 800,000 shares of common stock to a major
shareholder as inducement for debenture amounting $80,000.

On April 7, 2003, the Company issued 250,000 shares of common stock to an
unrelated party as inducement for debenture amounting $25,000.

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

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

EXHIBITS

EXHIBIT INDEX

Number Description

3.1 Articles of Incorporation filed as Exhibit 3.1 to the Company's
Registration Statement on Form 10SB filed on March 5th, 1999 and
incorporated herein by reference.
3.2 Certificate of Amendment to Article of Incorporation filed as Exhibit 3.3 to
the Company's Form 10-KSB on April 15, 2003.
3.3 By-laws filed as Exhibit 3.2 to the Company's Registration Statement on
Form 10SB filed on March 5th, 1999 and incorporated herein by reference.
4.1 Warrant #101 issued to C.C.R.I. Corp. on September 29, 2003.
4.2 Warrant #102 issued to C.C.R.I. Corp. on September 29, 2003.
10.1 Consulting Agreement between the Company and Dutchess Advisors, LLC dated
April 1, 2003 filed as Exhibit 10.3 to the Company's Form 8-K on April 23, 2003.
10.2 Investment Agreement between the Company and Preston Capital Partner, LLC
dated September 29, 2003
10.3 Registration Rights Agreement between the Company and Preston Capital
Partners, LLC dated September 29, 2003
10.4 Placement Agent Agreement between the Company and Park Capital
Securities, LLC dated October 10, 2003
5.1* Opinion of counsel
21.1 List of Subsidiaries
23.1 Consent of independent auditors
23.2* Consent of counsel (contained in Exhibit 5.1)
_____________
* To be filed by amendment

28. UNDERTAKINGS

The Registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act;

(ii) Reflect in the prospectus any facts of events which, individually or
together, represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) Include any additional or changed material information on the plan of
distribution.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant under Rule 424(b)(1), or (4) or 497(h) under
the Securities Act as part of this registration statement as of the time the
Commission declared it effective.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the State of
California, on October 16, 2003.

Network Installation Corporation

By:/s/ Michael Cummings
-------------------------------------
Michael Cummings
Chief Executive Officer and Director

POWER OF ATTORNEY

The registrant and each person whose signature appears below constitutes and
appoints Michael Cummings, his, her or its true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him, her or it
and in his, her or its name, place and stead, in any and all capacities, to sign
and file (i) any and all amendments (including post-effective amendments) to
this Registration Statement, with all exhibits thereto, and other documents in
connection therewith, and (ii) a registration statement, and any and all
amendments thereto, relating to the offering covered hereby filed pursuant to
Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
he, she or it might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Signature Date

/s/ Michael Cummings October 16, 2003
---------------------------------------------
Michael Cummings, Chief Executive Officer
and Director

/s/ Michael Novielli October 16, 2003
----------------------------------------------
Michael Novielli, Director

/s/ Douglas Leighton October 16, 2003
----------------------------------------------
Douglas Leighton, Director

/s/ Theodore J. Smith, Jr. October 16, 2003
----------------------------------------------
Theodore J. Smith, Jr., Director