UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                           ---------------------------

 (CHECK ONE): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K  [X]Form 10-Q [ ]Form N-SAR

                       For the period ended: September 30, 2004
                       [ ] Transition Report on Form 10-K
                       [ ] Transition Report on Form 20-F
                       [ ] Transition Report on Form 11-K
                       [ ] Transition Report on Form 10-Q
                        [ ] Transition Report on Form N-SAR

                        For the Transition Period Ended:

If  the  notification relates to a portion of the filing checked above, identify
the  Item(s)  to  which  the  notification  relates:

                        PART I -- REGISTRANT INFORMATION

                          NETWORK INSTALLATION CORP.
                          -----------------------------
                             Full Name of Registrant

                                 
                                 ---------------
                            Former Name if Applicable

                            15235  Alton  Parkway,  Suite  200
                            ---------------------------
            Address of Principal Executive Office (Street and Number)

                            Irvine,  CA  92618
                             -------------------------
                            City, State and Zip Code

                       PART II -- RULES 12b-25(b) AND (c)

If  the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be  completed.  (Check  box  if  appropriate)

[X](a) The reasons described in reasonable detail in Part III of this form could
not  be  eliminated  without  unreasonable  effort  or  expense;

[X](b)  The subject annual report, semi-annual report, transition report on Form
10-K,  Form  20-F,  11-K  or Form N-SAR, or portion thereof, will be filed on or
before  the  fifteenth  calendar  day  following the prescribed due date; or the
subject  quarterly  report of transition report on Form 10-Q, or portion thereof
will  be  filed on or before the fifth calendar day following the prescribed due
date;  and

[  ](c)  The accountant's statement or other exhibit required by Rule 12b- 25(c)
has  been  attached  if  applicable.

                              PART III -- NARRATIVE

State  below  in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR,  or  the  transition report or portion thereof, could not be filed within
the  prescribed  time  period.

The  Company  is  unable to prepare the 10-QSB within the prescribed time period
because  the  auditors  have  not  completed  their  review.

                          PART IV -- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

Michael  Cummings  (949)  753-7551

----------------------------
(Name)        (Area  Code)  (Telephone  Number)

(2)  Have  all  other periodic reports required under Section 13 or 15(d) of the
Securities  Exchange  Act of 1934 or Section 30 of the Investment Company Act of
1940  during  the  preceding  12  months  or  for  such  shorter period that the
registrant  was  required  to  file  such report(s) been filed? If answer is no,
identify  report(s).  [X]Yes  [  ]No

(3)  Is it anticipated that any significant change in results of operations from
the  corresponding  period  for  the  last  fiscal year will be reflected by the
earnings  statements  to  be  included in the subject report or portion thereof?
[  ]Yes  [X]No

If  so,  attach  an  explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of  the  results  cannot  be  made.


                          NETWORK INSTALLATION CORP.
                            -----------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to  be  signed on its behalf by the undersigned
hereunto  duly  authorized.

Date   November  12,  2004                   By:  /s/  Michael  Cummings
       ---------------               ----------------------------------
                                            Michael  Cummings,  Chief Executive
                                            Officer