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) February 4, 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 1.01. Entry into a Material Definitive Agreement.

On February 4, 2005, Viper Networks,  Inc., the Registrant,  entered into common
stock subscription  agreements with five accredited investors:  Potente Capital,
Inc.,  Ellenallhatatlan,  Inc.,  Nieodparty  Inc.,  Krachtig  Inc.,  and  Bindes
Holdings,  Inc.,  each of which is a  Delaware  corporation.  Pursuant  to these
subscription  agreements,  each accredited investor acquired 6,666,667 shares of
Registrant's  common stock in an unregistered  private  placement.  In exchange,
Registrant  received  payment in a United  States  Treasury  Bond and a stripped
interest security ("Bonds") with an aggregate value of $5,000,000.

The private  placement was the first step in a series of related and  concurrent
transactions between Registrant, the investors,  Cogent Capital Corp., the party
that facilitated the private placement and Investors Bank & Trust Company, which
is serving as escrow agent in the  transactions  pursuant to an Escrow Agreement
which the parties  entered into in connection  with the  arrangements  specified
herein.  The Escrow Agreement  provides that Investors Bank & Trust is to act as
the escrow agent in the private placement transaction, and further provides that
the Bonds,  the private  placement stock and the cash premium of $50,000 were to
be deposited with the escrow agent at the closing.  Additionally,  the agreement
specified  that the Bonds will be held in an account at  Investors  Bank & Trust
after  the  closing.  The  transaction  with the  investors  was  undertaken  in
contemplation  that the Company can  enhance  the its balance  sheet  through an
increase in the Company's assets and equity.

Concurrently with the execution and acceptance of the subscription agreements by
Registrant,  the  Registrant  purchased  from Cogent a call option for $1, which
entitles  Registrant to repurchase  80% of the shares of common stock it sold in
the private  placement at the then current  market price.  The option expires in
two years and may only be exercised on the expiration date.

Also concurrent with the private  placement,  Registrant  entered into an equity
swap  arrangement  with Cogent that entitles  Registrant to receive or obligates
Registrant  to pay the price  return on 75% of the shares  issued in the private
placement  based upon a base price of $0.20 per share in two years, or sooner if
the shares are registered for sale under the Securities Act of 1933.  Registrant
paid a premium of $50,000 and 3,333,333 share of it's common stock to enter into
this contract and secured the  transaction by placing the $5 million of Bonds in
a collateral account. These securities are restricted from being used during the
contract  period but may be borrowed  against,  as specified  below. In order to
facilitate  and  memorialize  these  transactions,  Registrant  and Cogent  also
entered into the standard form International  Swaps and Derivative  Association,
Inc. ("ISDA") ISDA 2002 Master Agreement & Schedule and ISDA 1994 Credit Support
Annex.

The equity swap agreement also provides that  Registrant and Cogent Capital will
exchange  certain defined cash flows.  Under terms of the agreement,  Registrant
will  periodically pay Cogent interest on the value of Registrant's Bond account
(the interest rate will be LIBOR + 1.25%) and an amount equal to the decrease in
Registrant's  stock  price over the price at closing  times 80% of the number of
shares included in the private  placement  specified  above.  Similarly,  Cogent
agreed to pay  Registrant,  periodically,  an amount  equal to the  increase  in
Registrant's  stock  price over the price at closing  times 80% of the number of
shares included in the private  placement  specified above.  Both parties agreed
that  any  required   payment   resulting  from  the  increase  or  decrease  of
Registrant's  stock price as of a  measurement  date will be made in the form of
Bonds similar to those already in  Registrant's  account with  Investors  Bank &
Trust.

The  Escrow  arrangement  provides  for  indemnification  of  the  escrow  agent
consistent  with typical  agreements  of this type and  otherwise for payment of
annual escrow fees of $3,000.
<PAGE>

Registrant's  Bond account will be subject to a security  agreement  executed in
favor of Cogent.  However,  Cogent agrees and  understands  that Registrant will
hold title to the bonds at all times.  Registrant  may,  and in fact intends to,
secure  borrowing   against  the  bond  account,   provided  such  borrowing  is
subordinate to Cogent's security  interest.  This agreement will commence at the
date of closing  and will  continue  for a period of 24 months,  at which  point
Cogent's security interest in Registrant's bond account will expire.


Item 3.02. Unregistered Sale of Equity Securities.

On February 4, 2005,  Registrant  completed a private  placement  of  33,333,335
shares of its common stock to five accredited investors:  Potente Capital, Inc.,
Ellenallhatatlan,  Inc.,  Nieodparty  Inc.,  Krachtig Inc., and Bindes Holdings,
Inc., each of which is a Delaware corporation.

Each accredited  investor acquired 6,666,667 shares of Registrant' common stock.
In  exchange,  Registrant  received  an  aggregate  payment  in a United  States
Treasury Bond and stripped  interest  security  ("Bonds")  valued at $5,000,000.
This  private  placement  is  the  first  in  a  series  of  related  concurrent
transactions  that are intended to  facilitate  Registrant'  attempt to obtain a
listing for its common stock on the American Stock Exchange.

The Bonds will serve as  collateral  in an equity swap  transaction  with Cogent
Capital Corp.  These Bonds will remain in this collateral  account for two years
and can be used with a call option that  Registrant may exercise.  At the end of
this two year period,  assuming  Registrant'  stock price has not declined below
the value as of the date the  transaction  closed,  the Bonds  would be released
from the collateral account and made available to Registrant for working capital
purposes.  In the  interim,  while the Bonds reside in the  collateral  account,
Registrant  may  borrow  against  the  value of the bonds  from a party  that is
willing to take a subordinate position to Cogent Capital Corp.

Reference is made to Item 1.01 of this current  report for a description  of the
agreements executed by Registrant in connection with the foregoing transactions.

The common  stock was offered and sold in a private  placement,  pursuant to the
provisions  of  Section  4(2) of the  Securities  Act of 1933  and  Rule  506 of
Regulation  D. The common  stock was  offered  and sold to  purchasers  whom the
company or its  authorized  agents believe are  "accredited  investors," as that
term is defined in Rule 501 of Regulation D in reliance  upon an exemption  from
the  registration  requirements  of  the  Securities  Act in a  transaction  not
involving any public offering.  Each of the investors  represented to Registrant
that:

<PAGE>

o    such investor is an "accredited investor";

o    the shares of common  stock were  purchased  by such  investor  for its own
     account,   for  investment  and  without  any  view  to  the  distribution,
     assignment  or  resale  to  others  other  than  pursuant  to a  registered
     offering;

o    such  investor  understood  that the shares of common  stock  issued to the
     investor have not been  registered  under the Securities Act of 1933 or any
     state securities laws; and

o    such investor  acknowledged  that it may not transfer the shares unless the
     shares are registered under Federal and applicable state securities laws or
     unless, in the opinion of counsel satisfactory to Registrant,  an exemption
     from such laws is available.

Registrant will arrange for the certificates  representing such securities to be
legended and subject to stop transfer restrictions. Registrant did not engage in
any form of general solicitation or general advertising in connection with these
issuances.


                                   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 thereunto duly authorized.

Date: February 15, 2005

Viper Networks, Inc.


/s/ Jason Sunstein
-------------------
Jason Sunstein
Vice President, Finance
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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) February 4, 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 1.01. Entry into a Material Definitive Agreement.

On February 4, 2005, Viper Networks,  Inc., the Registrant,  entered into common
stock subscription  agreements with five accredited investors:  Potente Capital,
Inc.,  Ellenallhatatlan,  Inc.,  Nieodparty  Inc.,  Krachtig  Inc.,  and  Bindes
Holdings,  Inc.,  each of which is a  Delaware  corporation.  Pursuant  to these
subscription  agreements,  each accredited investor acquired 6,666,667 shares of
Registrant's  common stock in an unregistered  private  placement.  In exchange,
Registrant  received  payment in a United  States  Treasury  Bond and a stripped
interest security ("Bonds") with an aggregate value of $5,000,000.

The private  placement was the first step in a series of related and  concurrent
transactions between Registrant, the investors,  Cogent Capital Corp., the party
that facilitated the private placement and Investors Bank & Trust Company, which
is serving as escrow agent in the  transactions  pursuant to an Escrow Agreement
which the parties  entered into in connection  with the  arrangements  specified
herein.  The Escrow Agreement  provides that Investors Bank & Trust is to act as
the escrow agent in the private placement transaction, and further provides that
the Bonds,  the private  placement stock and the cash premium of $50,000 were to
be deposited with the escrow agent at the closing.  Additionally,  the agreement
specified  that the Bonds will be held in an account at  Investors  Bank & Trust
after  the  closing.  The  transaction  with the  investors  was  undertaken  in
contemplation  that the Company can  enhance  the its balance  sheet  through an
increase in the Company's assets and equity.

Concurrently with the execution and acceptance of the subscription agreements by
Registrant,  the  Registrant  purchased  from Cogent a call option for $1, which
entitles  Registrant to repurchase  80% of the shares of common stock it sold in
the private  placement at the then current  market price.  The option expires in
two years and may only be exercised on the expiration date.

Also concurrent with the private  placement,  Registrant  entered into an equity
swap  arrangement  with Cogent that entitles  Registrant to receive or obligates
Registrant  to pay the price  return on 75% of the shares  issued in the private
placement  based upon a base price of $0.20 per share in two years, or sooner if
the shares are registered for sale under the Securities Act of 1933.  Registrant
paid a premium of $50,000 and 3,333,333 share of it's common stock to enter into
this contract and secured the  transaction by placing the $5 million of Bonds in
a collateral account. These securities are restricted from being used during the
contract  period but may be borrowed  against,  as specified  below. In order to
facilitate  and  memorialize  these  transactions,  Registrant  and Cogent  also
entered into the standard form International  Swaps and Derivative  Association,
Inc. ("ISDA") ISDA 2002 Master Agreement & Schedule and ISDA 1994 Credit Support
Annex.

The equity swap agreement also provides that  Registrant and Cogent Capital will
exchange  certain defined cash flows.  Under terms of the agreement,  Registrant
will  periodically pay Cogent interest on the value of Registrant's Bond account
(the interest rate will be LIBOR + 1.25%) and an amount equal to the decrease in
Registrant's  stock  price over the price at closing  times 80% of the number of
shares included in the private  placement  specified  above.  Similarly,  Cogent
agreed to pay  Registrant,  periodically,  an amount  equal to the  increase  in
Registrant's  stock  price over the price at closing  times 80% of the number of
shares included in the private  placement  specified above.  Both parties agreed
that  any  required   payment   resulting  from  the  increase  or  decrease  of
Registrant's  stock price as of a  measurement  date will be made in the form of
Bonds similar to those already in  Registrant's  account with  Investors  Bank &
Trust.

The  Escrow  arrangement  provides  for  indemnification  of  the  escrow  agent
consistent  with typical  agreements  of this type and  otherwise for payment of
annual escrow fees of $3,000.
Registrant's  Bond account will be subject to a security  agreement  executed in
favor of Cogent.  However,  Cogent agrees and  understands  that Registrant will
hold title to the bonds at all times.  Registrant  may,  and in fact intends to,
secure  borrowing   against  the  bond  account,   provided  such  borrowing  is
subordinate to Cogent's security  interest.  This agreement will commence at the
date of closing  and will  continue  for a period of 24 months,  at which  point
Cogent's security interest in Registrant's bond account will expire.

Item 3.02. Unregistered Sale of Equity Securities.

On February 4, 2005,  Registrant  completed a private  placement  of  33,333,335
shares of its common stock to five accredited investors:  Potente Capital, Inc.,
Ellenallhatatlan,  Inc.,  Nieodparty  Inc.,  Krachtig Inc., and Bindes Holdings,
Inc., each of which is a Delaware corporation.

Each accredited  investor acquired 6,666,667 shares of Registrant' common stock.
In  exchange,  Registrant  received  an  aggregate  payment  in a United  States
Treasury Bond and stripped  interest  security  ("Bonds")  valued at $5,000,000.
This  private  placement  is  the  first  in  a  series  of  related  concurrent
transactions  that are intended to  facilitate  Registrant'  attempt to obtain a
listing for its common stock on the American Stock Exchange.

The Bonds will serve as  collateral  in an equity swap  transaction  with Cogent
Capital Corp.  These Bonds will remain in this collateral  account for two years
and can be used with a call option that  Registrant may exercise.  At the end of
this two year period,  assuming  Registrant'  stock price has not declined below
the value as of the date the  transaction  closed,  the Bonds  would be released
from the collateral account and made available to Registrant for working capital
purposes.  In the  interim,  while the Bonds reside in the  collateral  account,
Registrant  may  borrow  against  the  value of the bonds  from a party  that is
willing to take a subordinate position to Cogent Capital Corp.

Reference is made to Item 1.01 of this current  report for a description  of the
agreements executed by Registrant in connection with the foregoing transactions.

The common  stock was offered and sold in a private  placement,  pursuant to the
provisions  of  Section  4(2) of the  Securities  Act of 1933  and  Rule  506 of
Regulation  D. The common  stock was  offered  and sold to  purchasers  whom the
company or its  authorized  agents believe are  "accredited  investors," as that
term is defined in Rule 501 of Regulation D in reliance  upon an exemption  from
the  registration  requirements  of  the  Securities  Act in a  transaction  not
involving any public offering.  Each of the investors  represented to Registrant
that:
o    such investor is an "accredited investor";

o    the shares of common  stock were  purchased  by such  investor  for its own
     account,   for  investment  and  without  any  view  to  the  distribution,
     assignment  or  resale  to  others  other  than  pursuant  to a  registered
     offering;

o    such  investor  understood  that the shares of common  stock  issued to the
     investor have not been  registered  under the Securities Act of 1933 or any
     state securities laws; and

o    such investor  acknowledged  that it may not transfer the shares unless the
     shares are registered under Federal and applicable state securities laws or
     unless, in the opinion of counsel satisfactory to Registrant,  an exemption
     from such laws is available.

Registrant will arrange for the certificates  representing such securities to be
legended and subject to stop transfer restrictions. Registrant did not engage in
any form of general solicitation or general advertising in connection with these
issuances.

                                   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 thereunto duly authorized.

Date: February 15, 2005

Viper Networks, Inc.

/s/ Jason Sunstein
-------------------
Jason Sunstein
Vice President, Finance