UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
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) January 20, 2005
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VIPER NETWORKS, INC.
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(Exact Name of Registrant as Specified in Charter)
Utah
(State of Incorporation)
0032939
(Commission File No.)
87-0410279
(IRS Employer Identification No.)
10373 Roselle Street, Suite 170, San Diego, CA 92121
(Address of Principal Executive Office)
Registrant's telephone number including area code: (858) 452-8737
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:
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:
[ ] Written communication 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 4.01 Changes in Registrant's Certifying Accountants
On January 20, 2005, J.H. Cohn LLP ("J.H. Cohn") resigned from its position as
Viper Network, Inc.'s principal independent accountant.
J.H. Cohn has not issued any audit report for either of the past two years.
Pursuant to item 304(a)(1)(ii) of Regulation S-B. J.H. Cohn has not issued any
adverse opinion or disclaimer of opinion or qualification. J.H. Cohn did not,
during the applicable periods advise Viper Networks, Inc. of any of the
enumerated items described in Item 304(a)(1) of Regulation S-B.
Pursuant to item 304(a)(1)(iv)(A)of Regulation S-B and during the Company's four
most recent fiscal years ended December 31, 2004, to include the six months
ended June 30, 2001 and through January 20, 2004 (the date of resignation of
J.H. Cohn), there were no disagreements between the Company and J.H. Cohn on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to J.H. Cohn's
satisfaction, would have caused them to make reference to the subject matter of
the disagreement in connection with their reports.
On February 1, 2005, the Company retained the firm of Armando C. Ibarra
Certified Public Accountant, PC to audit Viper Network, Inc.'s financial
statements for the years ended December 31, 2001, and December 31, 2002. At no
time during the past three fiscal years or any subsequent period did Viper
Networks, Inc. consult with Armando C. Ibarra Certified Public Accountant, PC
regarding either the application of accounting principles to a specified
transaction or the type of audit opinion which might be rendered on Viper
Networks, Inc.'s financial statements or any matter of the sort described above
with reference to Armando C. Ibarra Certified Public Accountant, PC.
EXHIBITS
Exhibit 16.1 Letter from J.H. Cohn, LLP
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.
VIPER NETWORKS, INC.
Dated: February 3, 2005 By:/s/ Paul E. Atkiss
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Paul E. Atkiss
Chief Financial Officer
Exhibit 16.1
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-0406
Gentlemen:
We have read Item 4~O1 included in the amended Form 8-K dated February 3, 2005
of Viper Networks, Inc. (Commission file No. 000-32939) flIed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein as they relate to our firm.
J.H. Cohn LLP
San Diego, California
February 3, 2005