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): ~~June~~December 1220, 2006

PATH 1 NETWORK TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15609

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 4 1.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountants~~Definitive Agreement.

~~Swenson Advisors,~~Path 1 ~~LLP~~Network Technologies Inc. (the “~~Swenson~~Company”), ~~our~~entered ~~independent~~into ~~registered~~a ~~public~~Patent ~~accounting~~Purchase ~~firm,~~Agreement ~~resigned~~with Great Links G.B. LLC (the “Great Links Agreement”), effective ~~June~~November 1217, 2006, to sell all right, title and interest in certain patents, provisional patent applications and non-provisional patent applications for $535,000. ~~Because~~On December 20, 2006 the ~~resignation~~Company ofentered ~~Swenson~~into ~~did~~an Amendment ~~not~~to ~~involve~~Patent ~~any~~Purchase ~~disagreement~~Agreement with ~~us,~~Great ~~our~~Links ~~Audit~~G.B. ~~Committee~~LLC ~~was~~(the ~~not~~“Amended ~~required~~Great Links Agreement”). The Amended Great Links Agreement provides for a $900 reduction in the purchase price to ~~take~~$534,100 for certain maintenance fees ~~any~~corresponding ~~action~~to one of the patents. In connection with the Amended Great Links Agreement, the Company executed a letter dated December 20, 2006 regarding assignment of the ~~resignation~~patents covered by the Great Links Agreement on behalf of Great Links G.B. LLC (the “Assignment Letter”). On December 22, ~~other~~2006, ~~than~~the toCompany ~~commence~~received apayment ~~search~~from ~~for~~the asale ~~new~~of ~~auditing~~the ~~firm~~patents.

~~Swenson’s~~As ~~report~~part onof ~~our~~the ~~financial~~Great Links ~~statements~~Agreement, ~~for~~ the ~~fiscal~~ ~~years~~Company ~~ended~~receives ~~December 31~~a royalty-free, ~~2005~~non-exclusive, ~~was~~non-sublicensable ~~qualified~~right ~~due~~and license to ~~uncertainty~~practice ~~related~~the methods and to ~~going~~make, ~~concern~~have ~~matters~~made, ~~and~~use, ~~such~~distribute, ~~reports~~lease, ~~were~~sell, ~~unqualified~~offer for ~~fiscal~~sale, ~~years~~import, ~~ended December 31~~export, ~~2004~~develop and ~~2003.~~otherwise Indispose ~~connection~~of and ~~with~~exploit ~~its~~any ~~audit~~products ~~for~~covered ~~each~~by of the ~~years ended~~patents. ~~December 31,~~The ~~2005,~~Company ~~and~~retains ~~2004,~~the ~~and~~sole ~~2003~~right ~~and~~to ~~through~~ the ~~interim~~Technology ~~period~~License ~~from~~Agreement ~~January 1~~with Visionary Solutions, ~~2006~~Inc. ~~through~~for ~~June~~current and future royalties. On August 1230, 2006, ~~there~~the ~~were~~Company noissued ~~disagreements~~to ~~between~~Laurus usMaster Fund, ~~and~~Ltd. ~~Swenson,~~a ~~whether~~warrant orto ~~not~~purchase ~~resolved~~up to an aggregate amount of 350,000 onshares ~~any~~of ~~matter~~Common Stock of ~~accounting~~the ~~principles or~~Company ~~practices,~~with ~~financial~~an ~~statement~~exercise ~~disclosure~~price orof ~~auditing~~$0.50 ~~scope~~per orshare, ~~procedure~~in ~~which~~exchange iffor ~~not~~the ~~resolved~~permission to sell the ~~satisfaction~~patents ofcovered ~~Swenson,~~under ~~would~~the ~~have~~Great ~~caused~~Links ~~Swenson~~Agreement. toThe fair ~~make~~value ~~reference~~of the warrants amounted to ~~the~~$107,000 ~~subject~~and ~~matter~~was ofcapitalized ~~the~~as ~~disagreement~~debt inissuance ~~connection~~costs ~~with~~which ~~its~~is ~~reports~~being ~~on our~~amortized ~~financial~~over ~~statements~~the remaining life of the convertible note.

WeThe ~~have~~Amended ~~provided~~Great ~~Swenson~~Links ~~with~~Agreement ~~a copy of the statements contained in this report~~ and ~~have requested that Swenson furnish us with a letter addressed to~~ the ~~Securities~~Assignment ~~and~~Letter ~~Exchange~~are ~~Commission~~filed ~~stating~~as ~~whether~~Exhibit 10.1 ~~or not Swenson agrees with the statements herein,~~ and ~~if not, in what respects Swenson does not agree~~Exhibit 10. ~~A copy of the letter Swenson furnished in response to that request~~2, ~~dated~~ ~~June 15~~respectively, ~~2006, is filed as Exhibit 16.1~~ to this ~~report~~Current Report on Form 8-K. and incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

16.1 Response letter from Swenson Advisors, LLP, dated June 15, 2006.


Exhibit #		Description
10.1		Amendment to Patent Purchase Agreement dated December 20, 2006 by and between the Company and Great Links G.B. LLC.

10.2		Assignment letter dated December 20, 2006 by and between the Company and Great Links G.B. LLC.

~~SIGNATURES~~SIGNATURE

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: June 16, 2006			By:	/s/ Jeremy Ferrell
Date: December 22, 2006	By:	/s/ Jeremy Ferrell
		Jeremy Ferrell		~~Jeremy Ferrell~~
		Interim Chief Financial Officer		~~Interim Chief Financial Officer~~

Exhibit Index


Exhibit #		Description
10.1		Amendment to Patent Purchase Agreement dated December 20, 2006 by and between the Company and Great Links G.B. LLC.

10.2		Assignment letter dated December 20, 2006 by and between the Company and Great Links G.B. LLC.

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