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): March 10, 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.)
5625 Arville St., Suite E, Las Vegas, NV 89118
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(Address of principal executive offices) (Zip Code)
(702) 889-8777
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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.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On March 10, 2006, we entered into Common Stock for Warrant Exchange Agreements
with Dutchess Private Equities Fund, LP and Dutchess Advisors, Ltd. Dutchess
Private Equities Fund exchanged 1,879,645 shares of common stock for a warrant
to purchase 1,879,645 shares of our common stock at a price of $0.01 per share.
Dutchess Advisors, Ltd. will exchange 1,000,000 shares of common stock for a
warrant to purchase 1,000,000 shares of common stock at a price of $0.01. Each
warrant may be exercised on a cash or cashless basis at the sole discretion of
the holder anytime after issuance through and including the fifth anniversary of
its original issuance.
The foregoing description of the terms and conditions of the Common Stock for
Warrant Exchange Agreements are qualified in their entirety by, and made subject
to, the more complete information set forth in the Common Stock for Warrant
Exchange Agreements filed as exhibit 4.1 and exhibit 4.2, and incorporated
herewith.
This report may contain forward-looking statements that involve risks and
uncertainties. 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 wireless networks 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 NUMBER DESCRIPTION
4.1 Common Stock for Warrant Exchange Agreement between the Company and
Dutchess Private Equities Fund, LP, dated March 10, 2006.
4.2 Common Stock for Warrant Exchange Agreement between the Company and
Dutchess Advisors, Ltd., dated March 10, 2006.
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: March 20, 2006 By: /s/ Jeffrey R. Hultman
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Jeffrey R. Hultman
President & Chief Executive Officer