UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 17, 2005
NETWORK INSTALLATION CORP.
(Exact name of registrant as specified in its charter)
NEVADA 0-25499 88-0390360
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(State or jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification
organization No.)
15235 Alton Parkway, Suite 200
Irvine, CA 92618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 753-7551
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On January 17, 2005, we entered into a Stock Purchase Agreement with Raymond
Mallory and Will Stice to acquire California-based networking services firm Com
Services, Inc. for $430,000 in cash and stock as follows:
(a) $50,000 in cash at the closing of the transaction;
(b) two 2-year promissory notes whose aggregate value equals $180,000. The
Notes have an interest rate of 6% per annum and will pay 24 equal monthly cash
installments; and
(c) $200,000 in value of shares of our common stock.
The terms and conditions of the Acquisition are contained in the Stock Purchase
Agreement, which is attached hereto as Exhibit 2.1. The foregoing description of
the terms and conditions of the Stock Purchase Agreement is qualified in its
entirety by, and made subject to, the more complete information set forth in the
Stock Purchase Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired:
The financial statements required by this item are not included herewith and
will be filed within 60 days of the required filing date of this Form 8-K.
(b) Pro forma financial information:
The financial statements required by this item are not included herewith and
will be filed within 60 days of the required filing date of this Form 8-K.
(c) Exhibits:
2.1 Stock Purchase Agreement between the Company and Raymond Mallory and Will
Stice dated January 17, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
NETWORK INSTALLATION CORP.
By: /s/ Michael Cummings
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Michael Cummings, Chief Executive Officer
Dated: January 24, 2005