================================================================================

                                  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)

                                December 1, 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.)

                       4699 Old Ironsides Drive, Suite 420
                          SANTA CLARA, CALIFORNIA 95054

          (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))

================================================================================
<PAGE>


Item 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On  December 2, 2005,  Nayna  Networks,  Inc.  ("Nayna")  entered  into an Asset
Purchase  Agreement (the  "Agreement")  with Abundance  Networks,  LLC. ("ANI"),
which provides for the acquisition of  substantially  all of the assets and some
liabilities  of ANI,  including a wholly owned  subsidiary,  Abundance  Networks
(India) Pvt.  Ltd (ANII).  ANI is a privately  held company  located in Shelton,
Connecticut,  that provides  Ethernet over Sonet/SDH,  enterprise-class  network
solutions and services.

Under the terms of the Agreement,  ANI's assets and certain  liabilities will be
transferred to a wholly-owned subsidiary of Nayna and Nayna will issue shares of
its common stock to ANI.  Nayna will issue to ANI at the closing  900,000 shares
(the  "Original  Issue")  plus the  number of shares  that will be  obtained  by
dividing $1,000,000 by the average of the closing prices of Nayna's common stock
during the twenty  consecutive  trading days ending one day prior to the closing
date,  as traded on the  OTCBB..  350,000  of the shares  (the  "Indemnification
Shares") to be issued at the closing  will be held in escrow for fifteen  months
to  satisfy  any  indemnification  claims  by  Nayna  during  such  period  (the
"Indemnification  Period"). Up to 1,750,000 shares (the "Earnout Shares") may be
issued to ANI, based on achievement of certain revenue and earnings  milestones.
Certain issuances of shares are subject to a true-up  calculation,  whereby, the
total number of shares issued may be adjusted by multiplying the original number
of shares  issued by $2.00 and dividing by the average of the closing  prices of
Nayna's common stock during the twenty  consecutive  trading days ending one day
prior to the date of the  adjustment,  as traded on the OTCBB (or other national
exchange) (each such adjustment, a "True-up").  The Original Issue is subject to
True-up on the one year anniversary of the closing.  The Indemnification  Shares
are  subject to True-up at the end of the  Indemnification  period.  The Earnout
Shares  are  subject  to True-up at the time of  issuance.  The  transaction  is
subject to applicable regulatory approval and other customary closing conditions
and is expected to close in December  2005. A copy of the  Agreement is attached
hereto as Exhibit  10.1. A copy of the press release  announcing  the signing of
the Agreement is attached hereto as Exhibit 99.1.


Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

Exhibit No.    Description

10.1           Asset Purchase Agreement by and among Nayna Networks, Inc.,
               Abundance Networks, Inc. and Abundance Networks, LLC and
               Abundance Networks (India) Pvt. Ltd.

99.1           Press Release, dated December 6, 2005, announcing the signing of
               the Asset Purchase Agreement with Abundance Networks, LLC.


<PAGE>

                                   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:
                                          ------------------------------------
                                          Michael K. Meyer
                                          Chief Financial Officer

Date:  December 7, 2005
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.    Description

10.1           Asset Purchase Agreement by and among Nayna Networks, Inc.,
               Abundance Networks, Inc. and Abundance Networks, LLC and
               Abundance Networks (India) Pvt. Ltd.

99.1           Press Release, dated December 6, 2005, announcing the signing of
               the Asset Purchase Agreement with Abundance Networks, LLC.
{"company-data": {"conformed-name": "Nayna Networks, Inc.", "cik": "0000769591", "assigned-sic": "6770", "irs-number": "830210455", "state-of-incorporation": "WY", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-13822", "film-number": "051250079"}, "business-address": {"street1": "5525 SOUTH 900 EAST SUITE 110", "city": "SALT LAKE CITY", "state": "UT", "zip": "84117", "phone": "8012628844"}, "mail-address": {"street1": "5525 SOUTH 900 EAST SUITE 110", "city": "SALT LAKE CITY", "state": "UT", "zip": "84117"}, "former-company": {"former-conformed-name": "RESCON TECHNOLOGY CORP", "date-changed": "19990629"}}
================================================================================

                                  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)

                                December 1, 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.)

                       4699 Old Ironsides Drive, Suite 420
                          SANTA CLARA, CALIFORNIA 95054

          (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 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On  December 2, 2005,  Nayna  Networks,  Inc.  ("Nayna")  entered  into an Asset
Purchase  Agreement (the  "Agreement")  with Abundance  Networks,  LLC. ("ANI"),
which provides for the acquisition of  substantially  all of the assets and some
liabilities  of ANI,  including a wholly owned  subsidiary,  Abundance  Networks
(India) Pvt.  Ltd (ANII).  ANI is a privately  held company  located in Shelton,
Connecticut,  that provides  Ethernet over Sonet/SDH,  enterprise-class  network
solutions and services.

Under the terms of the Agreement,  ANI's assets and certain  liabilities will be
transferred to a wholly-owned subsidiary of Nayna and Nayna will issue shares of
its common stock to ANI.  Nayna will issue to ANI at the closing  900,000 shares
(the  "Original  Issue")  plus the  number of shares  that will be  obtained  by
dividing $1,000,000 by the average of the closing prices of Nayna's common stock
during the twenty  consecutive  trading days ending one day prior to the closing
date,  as traded on the  OTCBB..  350,000  of the shares  (the  "Indemnification
Shares") to be issued at the closing  will be held in escrow for fifteen  months
to  satisfy  any  indemnification  claims  by  Nayna  during  such  period  (the
"Indemnification  Period"). Up to 1,750,000 shares (the "Earnout Shares") may be
issued to ANI, based on achievement of certain revenue and earnings  milestones.
Certain issuances of shares are subject to a true-up  calculation,  whereby, the
total number of shares issued may be adjusted by multiplying the original number
of shares  issued by $2.00 and dividing by the average of the closing  prices of
Nayna's common stock during the twenty  consecutive  trading days ending one day
prior to the date of the  adjustment,  as traded on the OTCBB (or other national
exchange) (each such adjustment, a "True-up").  The Original Issue is subject to
True-up on the one year anniversary of the closing.  The Indemnification  Shares
are  subject to True-up at the end of the  Indemnification  period.  The Earnout
Shares  are  subject  to True-up at the time of  issuance.  The  transaction  is
subject to applicable regulatory approval and other customary closing conditions
and is expected to close in December  2005. A copy of the  Agreement is attached
hereto as Exhibit  10.1. A copy of the press release  announcing  the signing of
the Agreement is attached hereto as Exhibit 99.1.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

Exhibit No.    Description

10.1           Asset Purchase Agreement by and among Nayna Networks, Inc.,
               Abundance Networks, Inc. and Abundance Networks, LLC and
               Abundance Networks (India) Pvt. Ltd.

99.1           Press Release, dated December 6, 2005, announcing the signing of
               the Asset Purchase Agreement with Abundance Networks, LLC.
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:
                                          ------------------------------------
                                          Michael K. Meyer
                                          Chief Financial Officer

Date:  December 7, 2005
EXHIBIT INDEX

Exhibit No.    Description

10.1           Asset Purchase Agreement by and among Nayna Networks, Inc.,
               Abundance Networks, Inc. and Abundance Networks, LLC and
               Abundance Networks (India) Pvt. Ltd.

99.1           Press Release, dated December 6, 2005, announcing the signing of
               the Asset Purchase Agreement with Abundance Networks, LLC.