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) August 24, 2004
                                                -----------------------

                              VIPER NETWORKS, INC.
-----------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)


         Utah                      000-32939             87-0410279
(State of Incorporation)     (Commission File No.)     (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 August 23, 2004 HJ & Associates,  L.L.C.  ("HJ &  Associates")  resigned
from its position as Viper Network, Inc.'s principal independent accountant.

     The audit reports of HJ & Associates  on Viper  Network,  Inc.'s  financial
statements  for the year ended  December  31,  2000 did not  contain any adverse
opinion or  disclaimer  of opinion or  qualification.  HJ & Associates  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.

     Viper  Networks,  Inc. and HJ & Associates have not, in connection with the
audits  of Viper  Networks,  Inc.'s  financial  statements  for the  year  ended
December 31, 2000 had any disagreement on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement,  if not  resolved  to HJ &  Associates'  satisfaction,  would have
caused  HJ &  Associates  to  make  reference  to  the  subject  matter  of  the
disagreement in connection with its reports.

     On August 23, 2004, Viper Networks, Inc. retained the firm of J.H. Cohn LLP
to audit Viper Network, Inc.'s financial statements for the years ended December
31, 2001,  December 31, 2002,  and December 31, 2003. At no time during the past
three fiscal years or any subsequent  period did Viper  Networks,  Inc.  consult
with J.H. Cohn LLP 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 HJ & Associates.

                                  EXHIBITS

        16.     Letter from HJ & Associates, L.L.C.
        99.     Press Release

                                 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: December 30, 2004          By:/s/ Jason Sunstein
                                  -----------------------------------
                                  Jason Sunstein
                                  Vice President Finance and Secretary


<PAGE>



                                   EXHIBIT 16


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C

Gentlemen:

We have read Item 4 included  in the Form 8_K dated  December  30, 2004 of Viper
Networks,  Inc.  (Commission  file No.  000-32939) filed with the Securities and
Exchange Commission and are in agreement with the statements  contained therein.
We are not in a position to agree or disagree with the  disclosures on J.H. Cohn
LLP.



HJ & Associates, LLC
Salt Lake City, Utah
December 30, 2004



<PAGE>

                                                                   EXHIBIT 99.1



Viper Networks Retains JH Cohn as new Auditors

     SAN  DIEGO--  (BUSINESS   WIRE)--August  23  2004--Viper   Networks,   Inc.
(OTC:VPER) announced today J.H. Cohn LLP has been appointed as the Company's new
auditors, effective immediately.

     Viper Networks, Inc. Chief Executive Officer, Ron Weaver, commented, "As an
accounting firm registered with the Public Company  Accounting  Oversight Board,
J.H. Cohn has the breadth and scope necessary to audit the international aspects
of Viper  Networks  business.  We are pleased to engage such a  prestigious  and
experienced accounting firm.

     As previously announced,  upon completion of the audit for the years ending
2001,  2002 and  2003,  the  Company  will be filing a Form  10-SB  Registration
Statement to the U.S.  Securities and Exchange Commission through the Electronic
Data  Gathering  Analysis and Retrieval  (EDGAR)  System.  The Form 10-SB is the
General Form for  Registration  of  Securities of Small  Business  Issuers Under
Section  12(g) of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act").
Pursuant to the Exchange Act, the Company will become fully-reporting.

     J.H.  Cohn LLP of San Diego,  California  replaces HJ & Associates  of Salt
Lake City, Utah. The Company did not have any disagreements or reportable events
with HJ & Associates.

     Viper  Networks,  Inc. also  announced  today that it has promoted Mr. Paul
Atkiss from Corporate Controller to Chief Financial Officer.

     Mr.  Atkiss  joined the Company as  Corporate  Controller  March of 2004 in
charge of day-to- day financial reporting. His background and career path are as
impressive  as his  credentials  and  brings  to the  Company  over 25  years of
accounting  and finance  experience  with  privately  held and  publicly  traded
corporations.   Mr.  Atkiss  spent  12  years  with  Jaycor,  most  recently  as
Controller,  where he was responsible for the accounting  systems,  consolidated
reporting,  financial and tax audits, banking, and insurance. Mr. Atkiss is well
versed  in  Merger  and  Acquisition  analysis,  due  diligence,  and  financial
integration. In addition, he prepared the financial reporting and disclosure for
a $100,000,000  Initial Public  Offering  (IPO).  Mr. Atkiss holds a B.S. degree
from San Diego State University and is a California CPA.

     About Viper  Networks Inc.  Viper  Networks,  Inc. has built "Your Internet
Phone Company" by refining technology and expanding its state-of-the-art  global
VoIP (Voice over  Internet  Protocol)  network that allows calls to be placed to
any phone in the world at  substantial  savings  using  your  existing  Internet
connection,  and receive calls through a unique IP-PSTN switching network. Viper
Networks is a publicly traded Utah corporation  with  headquarters in San Diego,
California.  For  more  information  about  Viper  Networks  Inc,  please  visit
www.vipernetworks.com.

     Except for the historical  information contained herein, this press release
contains forward-looking statements that involve risks and uncertainties. Actual
results may differ  materially from the results  predicted and reported  results
should not be considered an indication of future performance. In addition to the
factors  discussed in the filings with the Securities  and Exchange  Commission,
among the other factors that could cause actual results to differ materially are
the  following:  adverse  changes in the  business  conditions  and the  general
economy;  competitive  factors,  such as rival companies'  pricing and marketing
efforts; availability of third-party material products at reasonable prices; the
financial  condition of the  customer;  risks of  obsolescence  due to shifts in
market demand; and litigation involving product liabilities and consumer issues.
Viper Networks Inc.  cautions  readers not to place undue reliance upon any such
forward looking statements, which speak only as of the date made. Viper Networks
Inc. expressly  disclaims any obligations or undertaking to release publicly any
updates  or  revisions  to any such  statements  to  reflect  any  change in the
company's  expectations or any change in events,  conditions or circumstances on
which any such statement is based.

Contact:

Viper Networks, Inc
Jason Sunstein at 800.482.2124
Jason@vipernetworks.com
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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) August 24, 2004
                                                -----------------------

                              VIPER NETWORKS, INC.
-----------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter)

         Utah                      000-32939             87-0410279
(State of Incorporation)     (Commission File No.)     (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 August 23, 2004 HJ & Associates,  L.L.C.  ("HJ &  Associates")  resigned
from its position as Viper Network, Inc.'s principal independent accountant.

     The audit reports of HJ & Associates  on Viper  Network,  Inc.'s  financial
statements  for the year ended  December  31,  2000 did not  contain any adverse
opinion or  disclaimer  of opinion or  qualification.  HJ & Associates  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.

     Viper  Networks,  Inc. and HJ & Associates have not, in connection with the
audits  of Viper  Networks,  Inc.'s  financial  statements  for the  year  ended
December 31, 2000 had any disagreement on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement,  if not  resolved  to HJ &  Associates'  satisfaction,  would have
caused  HJ &  Associates  to  make  reference  to  the  subject  matter  of  the
disagreement in connection with its reports.

     On August 23, 2004, Viper Networks, Inc. retained the firm of J.H. Cohn LLP
to audit Viper Network, Inc.'s financial statements for the years ended December
31, 2001,  December 31, 2002,  and December 31, 2003. At no time during the past
three fiscal years or any subsequent  period did Viper  Networks,  Inc.  consult
with J.H. Cohn LLP 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 HJ & Associates.

                                  EXHIBITS

        16.     Letter from HJ & Associates, L.L.C.
        99.     Press Release

                                 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: December 30, 2004          By:/s/ Jason Sunstein
                                  -----------------------------------
                                  Jason Sunstein
                                  Vice President Finance and Secretary
EXHIBIT 16

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C

Gentlemen:

We have read Item 4 included  in the Form 8_K dated  December  30, 2004 of Viper
Networks,  Inc.  (Commission  file No.  000-32939) filed with the Securities and
Exchange Commission and are in agreement with the statements  contained therein.
We are not in a position to agree or disagree with the  disclosures on J.H. Cohn
LLP.

HJ & Associates, LLC
Salt Lake City, Utah
December 30, 2004
EXHIBIT 99.1

Viper Networks Retains JH Cohn as new Auditors

     SAN  DIEGO--  (BUSINESS   WIRE)--August  23  2004--Viper   Networks,   Inc.
(OTC:VPER) announced today J.H. Cohn LLP has been appointed as the Company's new
auditors, effective immediately.

     Viper Networks, Inc. Chief Executive Officer, Ron Weaver, commented, "As an
accounting firm registered with the Public Company  Accounting  Oversight Board,
J.H. Cohn has the breadth and scope necessary to audit the international aspects
of Viper  Networks  business.  We are pleased to engage such a  prestigious  and
experienced accounting firm.

     As previously announced,  upon completion of the audit for the years ending
2001,  2002 and  2003,  the  Company  will be filing a Form  10-SB  Registration
Statement to the U.S.  Securities and Exchange Commission through the Electronic
Data  Gathering  Analysis and Retrieval  (EDGAR)  System.  The Form 10-SB is the
General Form for  Registration  of  Securities of Small  Business  Issuers Under
Section  12(g) of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act").
Pursuant to the Exchange Act, the Company will become fully-reporting.

     J.H.  Cohn LLP of San Diego,  California  replaces HJ & Associates  of Salt
Lake City, Utah. The Company did not have any disagreements or reportable events
with HJ & Associates.

     Viper  Networks,  Inc. also  announced  today that it has promoted Mr. Paul
Atkiss from Corporate Controller to Chief Financial Officer.

     Mr.  Atkiss  joined the Company as  Corporate  Controller  March of 2004 in
charge of day-to- day financial reporting. His background and career path are as
impressive  as his  credentials  and  brings  to the  Company  over 25  years of
accounting  and finance  experience  with  privately  held and  publicly  traded
corporations.   Mr.  Atkiss  spent  12  years  with  Jaycor,  most  recently  as
Controller,  where he was responsible for the accounting  systems,  consolidated
reporting,  financial and tax audits, banking, and insurance. Mr. Atkiss is well
versed  in  Merger  and  Acquisition  analysis,  due  diligence,  and  financial
integration. In addition, he prepared the financial reporting and disclosure for
a $100,000,000  Initial Public  Offering  (IPO).  Mr. Atkiss holds a B.S. degree
from San Diego State University and is a California CPA.

     About Viper  Networks Inc.  Viper  Networks,  Inc. has built "Your Internet
Phone Company" by refining technology and expanding its state-of-the-art  global
VoIP (Voice over  Internet  Protocol)  network that allows calls to be placed to
any phone in the world at  substantial  savings  using  your  existing  Internet
connection,  and receive calls through a unique IP-PSTN switching network. Viper
Networks is a publicly traded Utah corporation  with  headquarters in San Diego,
California.  For  more  information  about  Viper  Networks  Inc,  please  visit
www.vipernetworks.com.

     Except for the historical  information contained herein, this press release
contains forward-looking statements that involve risks and uncertainties. Actual
results may differ  materially from the results  predicted and reported  results
should not be considered an indication of future performance. In addition to the
factors  discussed in the filings with the Securities  and Exchange  Commission,
among the other factors that could cause actual results to differ materially are
the  following:  adverse  changes in the  business  conditions  and the  general
economy;  competitive  factors,  such as rival companies'  pricing and marketing
efforts; availability of third-party material products at reasonable prices; the
financial  condition of the  customer;  risks of  obsolescence  due to shifts in
market demand; and litigation involving product liabilities and consumer issues.
Viper Networks Inc.  cautions  readers not to place undue reliance upon any such
forward looking statements, which speak only as of the date made. Viper Networks
Inc. expressly  disclaims any obligations or undertaking to release publicly any
updates  or  revisions  to any such  statements  to  reflect  any  change in the
company's  expectations or any change in events,  conditions or circumstances on
which any such statement is based.

Contact:

Viper Networks, Inc
Jason Sunstein at 800.482.2124
Jason@vipernetworks.com