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 6, 2006
Network Installation Corporation
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(Exact name of registrant as specified in its charter)
Nevada 000-25499 88-0390360
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(State or other jurisdiction (Commission File (IRS Employer of
incorporation) Number) Identification No.)
15235 Alton Parkway, Ste 200, Irvine, CA 92618
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(Address of principal executive offices) (Zip Code)
(949) 753-7551
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(Registrant's telephone number)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 6, 2006, we entered into a Rescission and Settlement Agreement
with Robert Rivera, Sherry Perry Rivera and Spectrum Communications Cabling
Services, Inc. for the purpose of rescinding our acquisition of Spectrum
Communications Cabling Services. Pursuant to the Rescission Agreement, Spectrum
will return 18,567,639 shares of Network Installation common stock and a
promissory note for $1.5 million in exchange for 100% of the outstanding shares
of Spectrum.
The description of the transaction contained herein is qualified in its
entirety by reference to the Rescission and Settlement Agreement filed as
Exhibit 10.1 to this report and incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On January 6, 2006, our Board accepted the resignations of William G.
Sullivan and Kurt F. Jensen as members of our Board of Directors.
This report may contain forward-looking statements that involve
risks and uncertainties, including, without limitation, statements concerning
our business and possible or assumed future results of operations. 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: our ability to continue as a going concern, adverse economic
changes affecting markets we serve; competition in our markets and industry
segments; our timing and the profitability of entering new markets; greater
than expected costs, customer acceptance of our products or difficulties
related to our integration of the businesses we may acquire; and other risks
and uncertainties as may be detailed from time to time in our public
announcements and SEC filings. 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. 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
10.1 Rescission and Settlement Agreement among the Company and
Robert Rivera, Sherry Perry Rivera and Spectrum Communications
Cabling Services, Inc.
17.1 Resignation Letter of William G. Sullivan
17.2 Resignation Letter of Kurt F. Jensen
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Network Installation Corporation
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Registrant
Date: January 6, 2006 By: /s/ Jeffrey R. Hultman
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Jeffrey R. Hultman
Chief Executive Officer