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
                                                        ----------------

                              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)).
<PAGE>

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
                                       -----------------------------------
                                       Paul E. Atkiss
                                       Chief Financial Officer
<PAGE>
                                                                  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
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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
                                                        ----------------

                              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.

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
                                       -----------------------------------
                                       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