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)).
<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.

     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
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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) 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