As  filed  with  the  Securities  and  Exchange  Commission  on  July  29,  2003

Registration  No.  333-





                SECURITIES  AND  EXCHANGE  COMMISSION
                          WASHINGTON  D.C.  20549

                               FORM  S-8



          REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933



                       NETWORK  INSTALLATION  CORPORATION
                          F/K/A  FLEXXTECH  CORPORATION
             (Exact  name  of  registrant  as  specified  in  its  charter)




 Nevada                         000-25499               88-0390360
---------------             --------------------    -------------------
(State  or  Other                 (Commission            (IRS  Employer
Jurisdiction  of               File  Number)         Identification  No.)
Incorporation)


                          18 Technology Dr., Suite 140A
                                Irvine, CA 92618
                            Telephone: (949) 753-7551
                            Facsimile: (949)753-7499
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                   Directors' Agreements with Michael Novelli,
              Michael Cummings, Douglas Leighton and Theodore Smith
              -----------------------------------------------------
                            (Full title of the plan)

                                Michael Cummings
                                    President
                          18 Technology Dr., Suite 140A
                                Irvine, CA 92618
                            Telephone: (949) 753-7551
                            Facsimile: (949)753-7499
               ---------------------------------------------------
                (Name and Address of Agent for Service)(Zip Code)










                    NETWORK  INSTALLATION  CORPORATION

          CALCULATION  OF  REGISTRATION  FEE
<TABLE>
<CAPTION>




<S>                                                       <C>             <C>          <C>             <C>
                                                          Proposed
                                                          Maximum
                                                          Amount          Proposed     Maximum
                                                          To Be           Offering     Aggregate       Amount of
Title of Securities. . . . . . . . . . . . . . . . . . .  Registered      Per Share    Offering        Registration
To Be Registered . . . . . . . . . . . . . . . . . . . .             (1)          (2)  Price           Fee
-------------------------------------------------------   -------------   ----------    -------------   -------------

Common Stock, par value
..001 per share. . . . . . . . . . . . . . . . . . . . .        400,000        0.705   $      282,000  $        22.67
-------------------------------------------------------   -------------   ----------    -------------   -------------
<FN>


(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)  Estimated  solely  for  the  purpose  of  calculating  the  registration  fee pursuant  to  Rule  457(c)  on the
basis  of  the
 average  of  the  bid  and  ask  prices  of  the  common  stock  of the Registrant as traded in the over-the counter
market  and
  reported  on  the  OTC  Electronic  Bulletin Board of the National  Association  of  Securities Dealers on July 28,
2003.
</TABLE>



                     PART  I

              INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Pursuant to the Note to Part I of the Form S-8, the information required by
Part  I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.     INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference or any other document required to be delivered pursuant
to  Rule  428(b).  Requests  for  such information should be directed to Network
Installation Corporation, 18 Technology Dr., Suite 140A, Irvine, CA 92618, where
the  telephone  number  is  (949)  753-7551.

                    PART  II

               INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following documents are incorporated by reference in this registration
statement.

     a)   Registrant's  Annual  Report  on Form 10-KSB for the fiscal year ended
December  31,  2002  filed  pursuant  to  Section  13(c)  or  15(d)  of  the
Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act");

     b)   All  other  reports  filed  by Registrant pursuant to Section 13(c) or
15(d)  of the Exchange Act since the end of the fiscal year covered by the  Form
10-KSB  referred  to  in  (a)  above.

     c)   The  description  of  the  common stock, $.001 par value per share  of
the  Registrant  is  contained  in  the Registrant's registration  statement  on
Form  10-SB filed March 5, 1999, including any amendment or report filed for the
purpose  of  updating  such  description.

     All  documents  filed by the Registrant pursuant to Section 13 (a), 13 (c),
14  and  15  (d) of the Exchange Act subsequent to the date of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment to this
registration  statement  which indicates that all securities offered hereby have
been  sold  or  which  deregisters all securities then remaining unsold shall be
deemed  to be incorporated in this registration statement by reference and to be
a  part  hereof  from  the  date  of  filing  of  such documents.  Any statement
contained  in  this registration statement, in a supplement to this registration
statement  or in a document incorporated by reference herein, shall be deemed to
be  modified  or  superseded  for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently filed supplement
to  this  registration  statement  or  in  any  document  that  is  subsequently
incorporated  by  reference  herein  modifies  or supersedes such statement. Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  registration  statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.  The class of securities to be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

No  expert  or  counsel  will receive a direct or indirect interest in the small
business  issuer  or  was  a  promoter, underwriter, voting trustee, director or
officer  or  employee  of  registrant.  Nor  does any expert or counsel have any
contingent based agreement with us or any other interest in or connection to us.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted to directors, officers or persons controlling our Company pursuant
to  the  foregoing  provisions, we have been informed that in the opinion of the
Commission,  such  indemnification  is against public policy as expressed in the
Securities  Act  and  is  therefore  unenforceable.

Article VIII of the Registrant's 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  the  Registrant's 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 the Registrant's Certificate of Incorporation
and  By-Laws,  each  person  who  is  or  was  a  director  or  officer shall be
indemnified  by the Registrant 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.

We  entered into a Consulting Agreement with Dutchess Advisors on April 1, 2003.
Two  of  the  Registrant's directors, Michael Novielli and Douglas Leighton, are
principals  of Dutchess Advisors. This Agreement provides that we will indemnify
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 the Registrant in the Agreement or any other
certificate,  instrument or document, (ii) any breach of any covenant, agreement
or  obligation  of  the  Registrant  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  the  Registrant.

We  entered  into an Investment Agreement with Dutchess Private Equities Fund LP
on  April  2,  2003.  Two  of  the  Registrant's directors, Michael Novielli and
Douglas  Leighton,  are  principals  of  Dutchess  Private  Equities  Fund.  The
Investment  Agreement  provides  that  the  Registrant  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 the Registrant in the Investment Agreement
documents  or  any other certificate, instrument or document, (ii) any breach of
any  covenant,  agreement  or  obligation  of  the  Registrant  contained in the
Investment Agreement documents or any other certificate, instrument or document,
(iii)  any  cause  of  action,  suit  or  claim brought or made against Dutchess
Private  Equities Fund by a third party and arising out of or resulting from the
execution,  delivery,  performance  or  enforcement  of the Investment Agreement
documents or any other certificate, instrument or document, (iv) any transaction
financed  or  to be financed with the proceeds of the issuance of the securities
or  (v)  the  status  of  Dutchess  Private  Equities  Fund  as  a holder of the
securities  as  an  investor  in  the  Registrant,  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  the Registrant by Dutchess Private Equities
Fund which is specifically intended by Dutchess Private Equities Fund for use in
the  preparation  of  any such Registration Statement, preliminary prospectus or
prospectus  or  based  on  illegal  or  alleged illegal trading of the shares by
Dutchess  Private  Equities  Fund.

On  April  7,  2003, the Registrant entered into a Registration Rights Agreement
with  Dutchess  Private  Equities  Fund  which provides that the Registrant will
indemnify  and defend Dutchess Private Equities Fund against any losses, claims,
damages,  liabilities,  judgments,  fines, penalties, charges, costs, attorneys'
fees,  amounts  paid  in  settlement  or  expenses,  incurred  in investigating,
preparing  or  defending  any  action,  claim,  suit,  inquiry,  proceeding,
investigation  or  appeal  taken  from  the  foregoing by or before any court or
governmental,  administrative  or  other  regulatory  agency,  body  or the SEC,
whether  pending  or  threatened,  that  arise out of or are based upon: (i) any
untrue  statement  or  alleged  untrue  statement  of  a  material  fact  in  a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered,  or  the omission or alleged omission to state a material fact required
to  be  stated  therein or necessary to make the statements therein, in light of
the  circumstances under which the statements therein were made, not misleading,
(ii)  any  untrue  statement  or  alleged  untrue  statement  of a material fact
contained  in  the final prospectus or the omission or alleged omission to state
therein  any  material  fact  necessary  to make the statements made therein, in
light  of  the  circumstances  under which the statements therein were made, not
misleading, or (iii) any violation or alleged violation by the Registrant of the
1933  Act,  the  1934  Act or any other law relating to the offer or sale of the
Registrable  Securities  pursuant  to  a Registration Statement.  The Registrant
shall  reimburse  the  Dutchess  Private  Equities  Fund  promptly as reasonable
expenses.  The  indemnification(i)  shall not apply to a claim arising out of or
based  upon  a  violation  which  is  due  to  the inclusion in the Registration
Statement  of the information furnished in writing to the Registrant by Dutchess
Private  Equities  Fund  expressly for use in connection with the preparation of
the  Registration Statement or any such amendment thereof or supplement thereto;
(ii)  shall  not be available to the extent such claim is based on (a) a failure
of  the  Registrant  to  deliver or to cause to be delivered the prospectus made
available  by  the Registrant or (b) the Dutchess Private Equities Fund's use of
an  incorrect  prospectus  despite  being  promptly  advised  in  advance by the
Registrant  in  writing  not  to use such incorrect prospectus; (iii) any claims
based on the manner of sale of the securities by Dutchess Private Equities Fund;
(iv)  any omission of Dutchess Private Equities Fund to notify the Registrant of
any  material  fact  that  should  be  stated  in  the Registration Statement or
prospectus  relating to Dutchess Private Equities Fund or the manner of sale; or
(v)  shall  not  apply  to  amounts  paid  in  settlement  of  any claim if such
settlement  is  effected  without  the  prior written consent of the Registrant.

On  April  8,  2003,  the  Registrant entered into a Subscription Agreement with
Dutchess  Private Equities Fund which provides that the Registrant 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  the  Registrant  (ii)  any breach of any
covenant,  agreement  or obligation of the Registrant (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 an investor in the Registrant,
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 the Registrant
and  Dutchess  Private  Equities  Fund,  the  Registrant will reimburse Dutchess
Private  Equities  Fund  for  its  reasonable  legal  and  other  expenses.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

             Not  applicable.

ITEM  8.     EXHIBITS

Exhibit  No.  Description
-  ------------  -----------

     5.1    Opinion  of  Weed  &  Co.  LLP

     23.1   Consent  of  Counsel  (included  in  Exhibit  5  hereto).

    23.2   Consent  of  Independent  Auditors,  Kabani  &  Company,  Inc.

ITEM  9.     UNDERTAKINGS

(a)     The  undersigned  Registrant  hereby  undertakes:

     1.   To file, during any period in which it offers or sales are being made,
a  post-effective  amendment  to  this  registration  statement  to:

          (i)  Include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement.

     2.   That,  for  the  purpose  of  determining  any  liability  under  the
Securities  Act  of  1933,  each  such  post-effective amendment shall be deemed
to  be  a  new registration statement of the securities offered therein, and the
offering  of  such  securities  at that time shall  be  the  initial  bona  fide
offering  thereof.

     3.   To  remove  from registration by means of a post-effective amendment f
the  any  of  the  securities  being  registered  which  remain  unsold  at  the
termination  of  the  offering.

The  undersigned  registrant hereby undertakes that, for purposes of determining
any  liability  under  the  Securities Act of 1933,  each filing of registrant's
annual  report  pursuant  to  Section  13(a)  or Section 15(d) of the Securities
Exchange  Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934)  that  is incorporated by reference in the registration statement shall be
deemed  to  be  a  new registration statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the  initial  bona  fide  offering  thereof.


Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted  to  directors,  officers  and  controlling  persons of registrant
pursuant  to the foregoing provisions, or otherwise, registrant has been advised
that  in  the  opinion  of  the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In  the  event  that a claim for indemnification
against  such  liabilities  (other  than  the  payment by registrant of expenses
incurred  or  paid by a director, officer or controlling person of registrant 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, registrant 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 is against public policy
as  expressed  in the Act and will be governed by the final adjudication of such
issue.

For  purposes of determining any liability under the Securities Act of 1933, 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 shall be deemed to be part of this registration statement as
of  the  time  it  was  declared  effective.

                                   SIGNATURES

     Pursuant  to 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  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  City of Irvine, State of California on the 29rd day of July
2003.

                              NETWORK  INSTALLATION  CORPORATION


                              By:  /s/  Michael  Cummings
                              --------------------
                              Michael  Cummings
                              President


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicates  and  on  the  dates  indicated.

                                            TITLE                           DATE
                                            -----                           ----

/s/  Michael  A.  Novielli      Chairman  of  the  Board           July 29, 2003
-  -----------------------                Director
Michael  A.  Novielli


/s/  Michael  Cummings           Chief  Executive  Officer         July 29, 2003
-----------------------          Chief  Financial  Officer
Michael  Cummings               (Principal Accounting  Officer),
                                 President
                 Director


/s/  Douglas  H. Leighton         Director                         July 29, 2003
-  -----------------------
Douglas  H.  Leighton


/s/  Theodore  J.  Smith          Director                         July 29, 2003
-  -----------------------
Theodore  J.  Smith


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 25324}]
{"company-data": {"conformed-name": "FLEXXTECH CORP", "cik": "0001069778", "assigned-sic": "7389", "irs-number": "880390360", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107434", "film-number": "03808738"}, "business-address": {"street1": "5777 W CENTURY BLVD STE 775", "city": "LOS ANGELES", "state": "CA", "zip": "90045", "phone": "3103420794"}, "mail-address": {"street1": "5777 W CENTURY BLVD SUITE 767", "city": "LOS ANGELES", "state": "CA", "zip": "90045"}, "former-company": [{"former-conformed-name": "INFINITE TECHNOLOGY CORP", "date-changed": "20000329"}, {"former-conformed-name": "COLOR STRATEGIES", "date-changed": "19990126"}]}
As  filed  with  the  Securities  and  Exchange  Commission  on  July  29,  2003

Registration  No.  333-

                SECURITIES  AND  EXCHANGE  COMMISSION
                          WASHINGTON  D.C.  20549

                               FORM  S-8

          REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933

                       NETWORK  INSTALLATION  CORPORATION
                          F/K/A  FLEXXTECH  CORPORATION
             (Exact  name  of  registrant  as  specified  in  its  charter)

 Nevada                         000-25499               88-0390360
---------------             --------------------    -------------------
(State  or  Other                 (Commission            (IRS  Employer
Jurisdiction  of               File  Number)         Identification  No.)
Incorporation)

                          18 Technology Dr., Suite 140A
                                Irvine, CA 92618
                            Telephone: (949) 753-7551
                            Facsimile: (949)753-7499
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                   Directors' Agreements with Michael Novelli,
              Michael Cummings, Douglas Leighton and Theodore Smith
              -----------------------------------------------------
                            (Full title of the plan)

                                Michael Cummings
                                    President
                          18 Technology Dr., Suite 140A
                                Irvine, CA 92618
                            Telephone: (949) 753-7551
                            Facsimile: (949)753-7499
               ---------------------------------------------------
                (Name and Address of Agent for Service)(Zip Code)

                    NETWORK  INSTALLATION  CORPORATION

          CALCULATION  OF  REGISTRATION  FEE
Proposed
                                                          Maximum
                                                          Amount          Proposed     Maximum
                                                          To Be           Offering     Aggregate       Amount of
Title of Securities. . . . . . . . . . . . . . . . . . .  Registered      Per Share    Offering        Registration
To Be Registered . . . . . . . . . . . . . . . . . . . .             (1)          (2)  Price           Fee
-------------------------------------------------------   -------------   ----------    -------------   -------------

Common Stock, par value
..001 per share. . . . . . . . . . . . . . . . . . . . .        400,000        0.705   $      282,000  $        22.67
-------------------------------------------------------   -------------   ----------    -------------   -------------
(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)  Estimated  solely  for  the  purpose  of  calculating  the  registration  fee pursuant  to  Rule  457(c)  on the
basis  of  the
 average  of  the  bid  and  ask  prices  of  the  common  stock  of the Registrant as traded in the over-the counter
market  and
  reported  on  the  OTC  Electronic  Bulletin Board of the National  Association  of  Securities Dealers on July 28,
2003.
PART  I

              INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Pursuant to the Note to Part I of the Form S-8, the information required by
Part  I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.     INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference or any other document required to be delivered pursuant
to  Rule  428(b).  Requests  for  such information should be directed to Network
Installation Corporation, 18 Technology Dr., Suite 140A, Irvine, CA 92618, where
the  telephone  number  is  (949)  753-7551.

                    PART  II

               INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following documents are incorporated by reference in this registration
statement.

     a)   Registrant's  Annual  Report  on Form 10-KSB for the fiscal year ended
December  31,  2002  filed  pursuant  to  Section  13(c)  or  15(d)  of  the
Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act");

     b)   All  other  reports  filed  by Registrant pursuant to Section 13(c) or
15(d)  of the Exchange Act since the end of the fiscal year covered by the  Form
10-KSB  referred  to  in  (a)  above.

     c)   The  description  of  the  common stock, $.001 par value per share  of
the  Registrant  is  contained  in  the Registrant's registration  statement  on
Form  10-SB filed March 5, 1999, including any amendment or report filed for the
purpose  of  updating  such  description.

     All  documents  filed by the Registrant pursuant to Section 13 (a), 13 (c),
14  and  15  (d) of the Exchange Act subsequent to the date of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment to this
registration  statement  which indicates that all securities offered hereby have
been  sold  or  which  deregisters all securities then remaining unsold shall be
deemed  to be incorporated in this registration statement by reference and to be
a  part  hereof  from  the  date  of  filing  of  such documents.  Any statement
contained  in  this registration statement, in a supplement to this registration
statement  or in a document incorporated by reference herein, shall be deemed to
be  modified  or  superseded  for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently filed supplement
to  this  registration  statement  or  in  any  document  that  is  subsequently
incorporated  by  reference  herein  modifies  or supersedes such statement. Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  registration  statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.  The class of securities to be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

No  expert  or  counsel  will receive a direct or indirect interest in the small
business  issuer  or  was  a  promoter, underwriter, voting trustee, director or
officer  or  employee  of  registrant.  Nor  does any expert or counsel have any
contingent based agreement with us or any other interest in or connection to us.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted to directors, officers or persons controlling our Company pursuant
to  the  foregoing  provisions, we have been informed that in the opinion of the
Commission,  such  indemnification  is against public policy as expressed in the
Securities  Act  and  is  therefore  unenforceable.

Article VIII of the Registrant's 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  the  Registrant's 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 the Registrant's Certificate of Incorporation
and  By-Laws,  each  person  who  is  or  was  a  director  or  officer shall be
indemnified  by the Registrant 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.

We  entered into a Consulting Agreement with Dutchess Advisors on April 1, 2003.
Two  of  the  Registrant's directors, Michael Novielli and Douglas Leighton, are
principals  of Dutchess Advisors. This Agreement provides that we will indemnify
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 the Registrant in the Agreement or any other
certificate,  instrument or document, (ii) any breach of any covenant, agreement
or  obligation  of  the  Registrant  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  the  Registrant.

We  entered  into an Investment Agreement with Dutchess Private Equities Fund LP
on  April  2,  2003.  Two  of  the  Registrant's directors, Michael Novielli and
Douglas  Leighton,  are  principals  of  Dutchess  Private  Equities  Fund.  The
Investment  Agreement  provides  that  the  Registrant  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 the Registrant in the Investment Agreement
documents  or  any other certificate, instrument or document, (ii) any breach of
any  covenant,  agreement  or  obligation  of  the  Registrant  contained in the
Investment Agreement documents or any other certificate, instrument or document,
(iii)  any  cause  of  action,  suit  or  claim brought or made against Dutchess
Private  Equities Fund by a third party and arising out of or resulting from the
execution,  delivery,  performance  or  enforcement  of the Investment Agreement
documents or any other certificate, instrument or document, (iv) any transaction
financed  or  to be financed with the proceeds of the issuance of the securities
or  (v)  the  status  of  Dutchess  Private  Equities  Fund  as  a holder of the
securities  as  an  investor  in  the  Registrant,  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  the Registrant by Dutchess Private Equities
Fund which is specifically intended by Dutchess Private Equities Fund for use in
the  preparation  of  any such Registration Statement, preliminary prospectus or
prospectus  or  based  on  illegal  or  alleged illegal trading of the shares by
Dutchess  Private  Equities  Fund.

On  April  7,  2003, the Registrant entered into a Registration Rights Agreement
with  Dutchess  Private  Equities  Fund  which provides that the Registrant will
indemnify  and defend Dutchess Private Equities Fund against any losses, claims,
damages,  liabilities,  judgments,  fines, penalties, charges, costs, attorneys'
fees,  amounts  paid  in  settlement  or  expenses,  incurred  in investigating,
preparing  or  defending  any  action,  claim,  suit,  inquiry,  proceeding,
investigation  or  appeal  taken  from  the  foregoing by or before any court or
governmental,  administrative  or  other  regulatory  agency,  body  or the SEC,
whether  pending  or  threatened,  that  arise out of or are based upon: (i) any
untrue  statement  or  alleged  untrue  statement  of  a  material  fact  in  a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered,  or  the omission or alleged omission to state a material fact required
to  be  stated  therein or necessary to make the statements therein, in light of
the  circumstances under which the statements therein were made, not misleading,
(ii)  any  untrue  statement  or  alleged  untrue  statement  of a material fact
contained  in  the final prospectus or the omission or alleged omission to state
therein  any  material  fact  necessary  to make the statements made therein, in
light  of  the  circumstances  under which the statements therein were made, not
misleading, or (iii) any violation or alleged violation by the Registrant of the
1933  Act,  the  1934  Act or any other law relating to the offer or sale of the
Registrable  Securities  pursuant  to  a Registration Statement.  The Registrant
shall  reimburse  the  Dutchess  Private  Equities  Fund  promptly as reasonable
expenses.  The  indemnification(i)  shall not apply to a claim arising out of or
based  upon  a  violation  which  is  due  to  the inclusion in the Registration
Statement  of the information furnished in writing to the Registrant by Dutchess
Private  Equities  Fund  expressly for use in connection with the preparation of
the  Registration Statement or any such amendment thereof or supplement thereto;
(ii)  shall  not be available to the extent such claim is based on (a) a failure
of  the  Registrant  to  deliver or to cause to be delivered the prospectus made
available  by  the Registrant or (b) the Dutchess Private Equities Fund's use of
an  incorrect  prospectus  despite  being  promptly  advised  in  advance by the
Registrant  in  writing  not  to use such incorrect prospectus; (iii) any claims
based on the manner of sale of the securities by Dutchess Private Equities Fund;
(iv)  any omission of Dutchess Private Equities Fund to notify the Registrant of
any  material  fact  that  should  be  stated  in  the Registration Statement or
prospectus  relating to Dutchess Private Equities Fund or the manner of sale; or
(v)  shall  not  apply  to  amounts  paid  in  settlement  of  any claim if such
settlement  is  effected  without  the  prior written consent of the Registrant.

On  April  8,  2003,  the  Registrant entered into a Subscription Agreement with
Dutchess  Private Equities Fund which provides that the Registrant 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  the  Registrant  (ii)  any breach of any
covenant,  agreement  or obligation of the Registrant (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 an investor in the Registrant,
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 the Registrant
and  Dutchess  Private  Equities  Fund,  the  Registrant will reimburse Dutchess
Private  Equities  Fund  for  its  reasonable  legal  and  other  expenses.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

             Not  applicable.

ITEM  8.     EXHIBITS

Exhibit  No.  Description
-  ------------  -----------

     5.1    Opinion  of  Weed  &  Co.  LLP

     23.1   Consent  of  Counsel  (included  in  Exhibit  5  hereto).

    23.2   Consent  of  Independent  Auditors,  Kabani  &  Company,  Inc.

ITEM  9.     UNDERTAKINGS

(a)     The  undersigned  Registrant  hereby  undertakes:

     1.   To file, during any period in which it offers or sales are being made,
a  post-effective  amendment  to  this  registration  statement  to:

          (i)  Include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement.

     2.   That,  for  the  purpose  of  determining  any  liability  under  the
Securities  Act  of  1933,  each  such  post-effective amendment shall be deemed
to  be  a  new registration statement of the securities offered therein, and the
offering  of  such  securities  at that time shall  be  the  initial  bona  fide
offering  thereof.

     3.   To  remove  from registration by means of a post-effective amendment f
the  any  of  the  securities  being  registered  which  remain  unsold  at  the
termination  of  the  offering.

The  undersigned  registrant hereby undertakes that, for purposes of determining
any  liability  under  the  Securities Act of 1933,  each filing of registrant's
annual  report  pursuant  to  Section  13(a)  or Section 15(d) of the Securities
Exchange  Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934)  that  is incorporated by reference in the registration statement shall be
deemed  to  be  a  new registration statement relating to the securities offered
therein,  and the offering of such securities at that time shall be deemed to be
the  initial  bona  fide  offering  thereof.

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted  to  directors,  officers  and  controlling  persons of registrant
pursuant  to the foregoing provisions, or otherwise, registrant has been advised
that  in  the  opinion  of  the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In  the  event  that a claim for indemnification
against  such  liabilities  (other  than  the  payment by registrant of expenses
incurred  or  paid by a director, officer or controlling person of registrant 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, registrant 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 is against public policy
as  expressed  in the Act and will be governed by the final adjudication of such
issue.

For  purposes of determining any liability under the Securities Act of 1933, 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 shall be deemed to be part of this registration statement as
of  the  time  it  was  declared  effective.

                                   SIGNATURES

     Pursuant  to 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  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  City of Irvine, State of California on the 29rd day of July
2003.

                              NETWORK  INSTALLATION  CORPORATION

                              By:  /s/  Michael  Cummings
                              --------------------
                              Michael  Cummings
                              President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicates  and  on  the  dates  indicated.

                                            TITLE                           DATE
                                            -----                           ----

/s/  Michael  A.  Novielli      Chairman  of  the  Board           July 29, 2003
-  -----------------------                Director
Michael  A.  Novielli

/s/  Michael  Cummings           Chief  Executive  Officer         July 29, 2003
-----------------------          Chief  Financial  Officer
Michael  Cummings               (Principal Accounting  Officer),
                                 President
                 Director

/s/  Douglas  H. Leighton         Director                         July 29, 2003
-  -----------------------
Douglas  H.  Leighton

/s/  Theodore  J.  Smith          Director                         July 29, 2003
-  -----------------------
Theodore  J.  Smith