UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
OMB APPROVAL
(Check one):
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_|
Form 10-Q |_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2005
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
NAYNA NETWORKS, INC.
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Full Name of Registrant
RESCON TECHNOLOGY CORPORATION
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Former Name if Applicable
4699 OLD IRONSIDES DRIVE, SUITE 420
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Address of Principal Executive Office (Street and Number)
SANTA CLARA, CA 95054
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City, State and Zip Code
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PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
|X| portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Annual Report of the Registrant on Form 10-KSB for the fiscal year ended
December 31, 2005 (the "Form 10-KSB") could not be filed on a timely basis
because management requires additional time to compile and verify the data
required to be included in the Form 10-KSB. The Form 10-KSB will be filed within
fifteen calendar days of the date the original report was due.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
MICHAEL MEYER (408) 956-8000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The results of operations for the fiscal year ended December 31, 2005 will
represent a significant change from the results of operations from the
corresponding period for the last fiscal year. The results of operations
for the twelve months ended December 31, 2004 represent the financial
results for Rescon Technology Corporation ("Rescon"), the predecessor of
Nayna Networks, Inc. ("Nayna"). The results of operations for the current
fiscal year ended December 31, 2005 represent the results of operations
for Nayna, which was acquired by Rescon on April 1, 2005. Due to the
different nature of the businesses conducted by Rescon and Nayna, the
Registrant anticipates that the results of operations for the two
corresponding periods will differ significantly.
NAYNA NETWORKS, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 2006 By: /s/ Michael Meyer
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Michael Meyer
Title: Chief Financial Officer