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)

~~June~~January 1031, ~~2006~~2007

NAYNA NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-13822		83-0210455
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4699 ~~OLD~~Old ~~IRONSIDES~~Ironsides ~~DRIVE~~Drive, ~~SUITE~~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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	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 ~~June 10~~January 31, ~~2006~~2007, ~~the~~Nayna ~~Board~~Networks, ofInc. ~~Directors~~(“Nayna”) entered ofinto ~~the~~a ~~Company~~Membership Purchase Agreement (the “~~Board~~Agreement”) with ~~approved~~Professional ~~the~~Satellite ~~grant~~& Communications, LLC (“ProSAT”) and all of ~~nonstatutory~~its ~~stock~~members, ~~options~~which toprovides for the ~~following~~acquisition ~~individuals~~of all outstanding ~~for~~membership ~~the~~interests ~~number~~ of ~~shares~~ProSAT. ~~indicated,~~ProSAT ~~pursuant~~is toa ~~the~~privately ~~Company’s~~held ~~2006~~company ~~Executive~~located ~~Stock~~in San ~~Plan:~~Diego, California, that provides residential broadband satellite solutions.

Optionee	Number of Shares
Bisht, Naveen	1,000,000
Chanda, Gautam	500,000
Hirani, Hari	200,000
Tsuyoshi, Taira	350,000
Berman, Richard	350,000
Boller, William	350,000
O’Connor, William	350,000

Pursuant to the terms of the definitive agreement, Nayna will acquire all of ProSAT’s outstanding membership interests in an all-stock transaction that is anticipated to close within 30 days. At closing, Nayna will issue 16 million shares of restricted Nayna stock to the members of ProSAT. In addition, 2 million of the shares to be issued at closing will be held in escrow for fifteen months to satisfy any indemnification claims by Nayna. Additionally 2 million shares will be issued in the form of stock options to current ProSAT employees after the formal close of this transaction. The transaction is subject to applicable regulatory approval and other customary closing conditions and is expected to close in February 2007. 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.

~~Each~~Item option will have a term of ten years subject to the optionee’s continuing service to the Company and will be vested as to 1/3 of the shares immediately on grant with the remaining shares vesting in twenty four equal monthly increments commencing on January 1, 2006, subject to the optionee providing continuing services5. ~~Vesting of the option will accelerate in full upon a change in control, as such term is defined in the 2006 Executive Stock Plan~~02. ~~The~~DEPARTURE ~~shares subject~~OF toDIRECTORS ~~each~~OR ~~option~~PRINCIPAL ~~have~~OFFICERS; anELECTION ~~exercise~~OF ~~price of $0.085 per share, which~~DIRECTORS; ~~exercise~~APPOINTMENT ~~price~~OF isPRINCIPAL equal to 100% of the closing price of a share of our common stock as reported on the OTC Bulletin Board on June 12, 2006. The 2006 Executive Plan and a form of the Notice of Grant and Stock Option Agreement and are included as Exhibits 10.1, 10.2 and 10.3, respectively.OFFICERS

~~Also~~On onJanuary ~~June 10~~31, ~~2006~~2007, the Nayna board of directors (the “Board,”) elected ~~revised~~Dr. Won-Gil Choe to the ~~cash~~Board. ~~compensation~~There ~~for~~are ~~non-employee~~no arrangements or ~~directors~~understandings ~~for~~between ~~fiscal 2006~~Dr. ~~Each~~Choe ~~non-employee~~and ~~director~~any ~~will~~other ~~receive~~persons apursuant ~~quarterly~~to which he ~~cash~~was appointed ~~retainer~~as ofa ~~$1,500~~director. ~~Non-employee~~The ~~directors~~Board ~~will~~determined ~~continue~~that toDr. beChoe ~~reimbursed~~does not have any ~~for~~material ~~reasonable~~relationship ~~out-of-pocket~~with ~~expenses~~Nayna ~~incurred~~and is otherwise “independent” in ~~attending~~accordance with ~~Board~~the applicable listing requirements of ~~Director~~the Nasdaq Stock Market and the ~~or committee~~rules ~~meetings~~and regulations of the SEC.

Prior to his appointment to the Board, Dr. Choe did not own any shares of Nayna. On January 31, 2007, the Board granted Dr. Choe pursuant to Nayna’s 2006 Executive Stock Plan, a nonqualified stock option to purchase 350,000 shares of Nayna common stock, which shall vest one-third upon the date of grant and then monthly, in twenty-four equal installments over two years. A copy of the press release announcing the election of new members of the Board is attached hereto as Exhibit 99.2.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

Exhibit No.		Description
10.1		~~Nayna~~Membership ~~Networks,~~Purchase ~~Inc.,~~Agreement ~~2006 Executive Stock Plan (Incorporated~~ by ~~reference~~and toamong ~~Exhibit~~Nayna 10Networks, Inc.1, ofProfessional ~~the~~Satellite ~~Company’s~~& ~~Current~~Communications, ~~Report~~LLC onand ~~Form~~its ~~8-K~~members ~~filed~~dated onJanuary ~~March 27~~31, ~~2006 with the Securities and Exchange Commission)~~2007.
10.2		Notice of Grant of Stock Option (Form of)
99.1		Press Release, dated February 6, 2007, announcing the signing of the Membership Purchase Agreement with Professional Satellite & Communications, LLC and its members.
10.3		Stock Option Agreement (Form of) (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on March 27, 2006 with the Securities and Exchange Commission)
99.2		Press Release, dated February 6, 2007, announcing the election of a new member to the Board.

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: ~~June~~February 156, ~~2006~~2007

EXHIBIT INDEX

Exhibit No.	~~Description~~	Description
10.1	Nayna Networks, Inc., 2006 Executive Stock Plan (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on March 27, 2006 with the Securities and Exchange Commission)	Membership Purchase Agreement by and among Nayna Networks, Inc., Professional Satellite & Communications, LLC and its members dated January 31, 2007.
10.2	Notice of Grant of Stock Option (Form of)
99.1		Press Release, dated February 6, 2007, announcing the signing of the Membership Purchase Agreement with Professional Satellite & Communications, LLC and its members.
10.3	Stock Option Agreement (Form of) (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on March 27, 2006 with the Securities and Exchange Commission)
99.2		Press Release, dated February 6, 2007, announcing the election of a new member to the Board.

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