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) January 20, 2005 ---------------- VIPER NETWORKS, INC. ----------------------------------------------------------------------- (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. During the Company's two most recent fiscal years ended December 31, 2004, 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. Currently, the last audited financial statements for the Company were for the year ending December 31, 2000. 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: January 27, 2005 By:/s/ Paul E. Atkiss ----------------------------------- Paul E. Atkiss Chief Financial Officer