UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 1, 2004
(Date of earliest event reported)
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 (Commission File Number) (IRS Employer
other jurisdiction of incorporation)
Identification No.)
18 Technology Drive
Suite 140A
Irvine, CA 92618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949)753-7551
ITEM 2. ACQUISITION OR DISPOSAL OF ASSETS
On March 1, 2004, we entered into an Agreement and Plan of Reorganization with
Del Mar Systems International, Inc. ("Del Mar"), a California corporation,
whereby we acquired 100% of the outstanding shares of Del Mar for $1 million
structured as:
(i)a $500,000 twelve month 5% Note consisting of 12 equal monthly installments
of $42,804; and
(ii) $500,000 in shares of our restricted common stock.
Del Mar will operate as our wholly-owned subsidiary.
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 7. 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 Del Mar Systems
International, Inc., a California Corporation, dated March 1, 2004.
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 hereunto duly authorized.
NETWORK INSTALLATION CORPORATION
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Registrant
Date: May 4, 2004 By: /s/ Michael Cummings
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Name: Michael Cummings
Title: CEO and Director