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 (Date of earliest event reported): August 10 29, 2005

PATH 1 NETWORK TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware

000-30928

13-3989885

(State or Other Jurisdiction of

Incorporation)

(Commission File

Number)

(I.R.S. Employer Identification

Number)

6215 Ferris Square, Suite 140, San Diego, California 92121

(Address of principal executive offices, with zip code)

(858) 450-4220

(Registrant’s telephone number, including area code)

n/a

(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 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Principal ~~Condition~~Officers; Election of Directors; Appointment of Principal Officers

On August 1029, 2005, ~~Path 1 Network Technologies Inc. issued a press release announcing its financial results for~~ the ~~quarter~~Company ~~ended~~hired ~~June~~Jeremy ~~30,~~Ferrell ~~2005. A copy of this press release is furnished~~ as ~~Exhibit 99~~Controller.1 ~~hereto.~~

~~Item~~Prior 9to joining the Company, Mr.01 ~~Financial~~Ferrell ~~Statements~~held several senior financial positions over the last eight years at a variety of technology and ~~Exhibits~~biotech companies. From 2002 to 2005 he was the Controller of Spescom Software Inc., a publicly traded software company specializing in integrating and configuring documents for online storage. From 1999 to 2001 he was the Controller of VitaGen Inc., a biotech company. Mr. Ferrell is licensed as a certified public accountant in the State of California.

~~(c)~~Mr. ~~Exhibits~~Ferrell’s salary is $130,000 per annum. He received 20,000 stock options and a 10,000 share stock grant, both subject to vesting requirements, under the Company’s 2004 Equity Incentive Plan.

~~Exhibit~~Signature(s) ~~99.1 Press release issued by Path 1 Network Technologies Inc. on August 10, 2005, announcing financial results for the quarter ended June 30, 2005.~~

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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.

	~~PATH 1 NETWORK TECHNOLOGIES INC.~~		PATH 1 NETWORK TECHNOLOGIES INC.
Date: August 10, 2005	By:	/s/ John R. Zavoli
Date: September 2, 2005			By:	/s/ JOHN R. ZAVOLI
		~~John R. Zavoli~~		John R. Zavoli
		~~President and Chief Executive Officer~~		President and Chief Executive Officer

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EXHIBIT INDEX

ExhibitNumber		Description of Document
99.1		Press release issued by Path 1 Network Technologies Inc. on August 10, 2005, announcing financial results for the quarter ended June 30, 2005.

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