[Network Installation Corp. Letterhead]
January 21, 2004
Via Edgar
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Gail Pierce
Re: NETWORK INSTALLATION CORPORATION
AMENDMENT 2 TO THE FORM SB-2
FILE NO. 333-109740
Dear Ms. Pierce:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), Network Installation Corporation (the
"Registrant") hereby respectfully requests that the Securities and Exchange
Commission consent to the withdrawal of its Registration Statement on Form SB-2
(File No. 333-109740) originally filed on October 16, 2003, together with
all amendments and exhibits thereto (collectively, the "Registration
Statement").
The Registration Statement covered the resale of certain shares of the
Registrant's common stock by the Registrant's stockholders. The Registration
Statement has not been declared effective and no shares of common stock of the
Registrant have been or will be resold pursuant to the Registration
Statement.
The Registrant further requests that, pursuant to Rule 477(c), an order with
the date of the granting of the withdrawal be included in the file for the
aforementioned Registration Statement in the following manner: "Withdrawn upon
the request of the Registrant, the Commission consenting thereto."
Please forward copies of the order consenting to the withdrawal of the
Registration Statement to the undersigned at 18 Technology Drive, Suite
140A, Irvine, CA 92618, and Amy M. Trombly, Esq. at 80 Dorcar Road, Newton, MA
02459. If you have any questions regarding this request, please call Ms. Trombly
at (617) 243-0850.
Thank you for your assistance.
Very truly yours,
NETWORK INSTALLATION CORPORATION
/S/Michael Cummings
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Michael Cummings
Chief Executive Officer