SecProbe.io

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Mail Stop 04-06

      February 1, 2005

Jason Sunstein
Vice President Finance and Secretary
Viper Networks, Inc.
10373 Roselle Street, Suite 170
San Diego, CA  92121
(858) 452-8737

Re:   	Viper Networks, Inc.
      Form 8-K filed January 27, 2005
      File No. 000-32939

Dear Mr. Sunstein:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comments are inapplicable or a revision
is
unnecessary. Please be as detailed as necessary in your
explanation.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
1. Revise the disclosure regarding disagreements with your former
accountants to specifically include the subsequent interim period
through the date of resignation.  Refer to Item 304(a)(1)(iv)(A)
of
Regulation S-B.
2. Revise to include, as Exhibit 16, a letter from your former
accountant indicating whether or not they agree with the
statements
made by you in your amended Form 8-K.  Refer to Item 304(a)(3) of
Regulation S-B.

General

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please file your supplemental response and amendment via
EDGAR
in response to these comments within 10 business days of the date
of
this letter.  Please note that if you require longer than 10
business
days to respond, you should contact the staff immediately to
request
additional time.  Any questions regarding the above should be
directed to me at (202) 942-1822, or in my absence, to Robert
Benton
at (202) 942-1811.

Sincerely,

Melissa M. Walsh
      Staff Accountant

CC:	Via Facsimile
	Mr. William Aul, Esq.
	Telephone:  (619) 497-2555
	Facsimile:   (619) 542-0555

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Viper Networks, Inc.
February 1, 2005
Page 1

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