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: May 13, 2004 (Date of earliest event reported) NETWORK INSTALLATION CORPORATION -------------------------------- (Exact name of Registrant as specified in its charter) Nevada 000-25499 88-0390360 ------------------ ------------------------ ----------- (State or (Commission File Number) (IRS Employer other jurisdiction of incorporation) Identification No.) 18 Technology Drive Suite 140A Irvine, CA 92618 ---------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (949)753-7551 ITEM 5. OTHER EVENTS AND REG. FD DISCLOSURE On May 13, 2004, we issued a press release with the Chairman of the Board's Letter to Shareholders regarding the current condition of the Company. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 99.1 Press Release dated May 13, 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 ---------------------------------- Registrant Date: May 14, 2004 By: /s/ Michael Cummings ------------------------- Name: Michael Cummings Title: CEO and Director