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 17, 2005 NETWORK INSTALLATION CORP. (Exact name of registrant as specified in its charter) NEVADA 0-25499 88-0390360 ------ ------- ---------- (State or jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or Identification organization No.) 15235 Alton Parkway, Suite 200 Irvine, CA 92618 -------------------------------------------------- (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 5.02 Departure of Principal Officers; Appointment of Principal Officers On March 17, 2005, we announced that Michael Rosenthal will serve as our new Chief Financial Officer. Mr. Rosenthal will receive $15,000 per month salary with customary benefits. Additionally, Mr. Rosenthal will participate in a stock bonus plan. The foregoing description of Mr. Rosenthal's employment and compensation is qualified in its entirety by, and made subject to, the more complete information set forth in the Employment Agreement with Mr. Rosenthal filed as an exhibit to this report. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 99.2 Employment Agreement with Michael Rosenthal 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 CORP. -------------------------- REGISTRANT Date: March 17, 2005 By:/s/ Jeffrey Hultman ------------------------- Jeffrey Hultman Chief Executive Officer