================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) August 8, 2005 ------------------- NAYNA NETWORKS, INC. (Exact name of registrant as specified in its charter) Nevada 000-13822 83-0210455 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 180 ROSE ORCHARD WAY SAN JOSE, CALIFORNIA 95134 (Address of principal executive offices, including zip code) (408) 956-8000 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) 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 2.02. Results of Operations And Financial Condition During the week of August 15, 2005, Nayna Networks, Inc. will present the Power Point presentation attached to this filing as Exhibit 99.1 to potential investors. The presentation contains a summary of financial results for various periods in 2004 and 2005. Item 7.01. Regulation FD Disclosure During the week of August 15, 2005, Nayna Networks, Inc. will present the Power Point presentation attached to this filing as Exhibit 99.1 to potential investors. The presentation contains company information, corporate strategies and projected financial results through fiscal year end December 31, 2006. The presentation attached hereto as Exhibit 99.1 is furnished pursuant to Regulation FD and shall not be deemed to be "filed". Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Power Point presentation dated August 8, 2005 SIGNATURES 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. NAYNA NETWORKS, INC. By: /s/Naveen S. Bisht ------------------------------------- Naveen S. Bisht President and Chief Executive Officer Date: August 8, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Power Point presentation dated August 8, 2005