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: April 29, 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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On April 29, 2004 the Board of Directors of Network Installation Corporation (the "Company") dismissed Kabani & Company, Inc. as the Company's independent accountants and appointed the firm of Rose, Snyder & Jacobs, to serve as independent public accountants of the Company for the fiscal year ending December 31, 2004. Kabani & Company's report on the Company's consolidated financial statements for the fiscal years ended December 31, 2003 and December 31, 2002 did not contain an adverse opinion or disclaimer of opinion, or was modified as to uncertainty, audit scope or accounting principles, however, they were modified to include an explanatory paragraph wherein they expressed substantial doubt about the Registrant's ability to continue as a going concern. During the years ended December 31, 2003 and 2002 and through the date hereof, there were no disagreements with Kabani & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Kabani & Company's satisfaction, would have caused them to make reference to the subject matter of such disagreements in connection with their report on the Company's consolidated financial statements for such years. The Company provided Kabani & Company with a copy of the foregoing disclosures. Attached as Exhibit 16.1 is a copy of Kabani & Company's letter stating its agreement with such statements. During the years ended December 31, 2003 and 2002 and through the date hereof, the Company did not consult with Rose, Snyder & Jacobs with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit Description ------- ----------- 16.1 Letter from Kabani & Company 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 4, 2004 By: /s/ Michael Cummings ------------------------- Michael Cummings Chief Executive Officer and Director