VPER / Viper Networks, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Viper Networks, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1133192
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Viper Networks, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
May 6, 2024 PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Dated: April 19, 2024 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of o

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Dated: April 19, 2024 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization) 200 E Big Beaver Rd. Troy, MI 48083 (248) 724-1300 (Address, including zip code,

May 6, 2024 EX1A-4 SUBS AGMT

VIPER NETWORKS, INC. SUBSCRIPTION AGREEMENT Regulation A SHARES

Exhibit 4.1 VIPER NETWORKS, INC. SUBSCRIPTION AGREEMENT Regulation A SHARES THIS SUBSCRIPTION AGREEMENT made as of the day of , 2024, between VIPER NETWORKS, INC., a corporation organized under the laws of the State of Nevada, (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscribers in the Offering (defined below), the “Subscribers”). WHEREAS, the Comp

May 6, 2024 EX1A-12 OPN CNSL

Jeffrey Turner – Attorney at Law 7533 S Center View Ct, #4291 West Jordan, Utah 84084 (801) 810-4465 Admitted in the State of Utah

Exhibit 12.1 Jeffrey Turner – Attorney at Law 7533 S Center View Ct, #4291 West Jordan, Utah 84084 (801) 810-4465 Admitted in the State of Utah April 19, 2024 Farid Shouekani Chief Executive Officer PO Box 4905 Troy, MI 48083 (248) 724-1300 Dear Mr. Shouekani: I have acted, at your request, as special counsel to Viper Networks, Inc., a Nevada corporation (the “Company”), for the purpose of renderi

May 6, 2024 EX1A-2A CHARTER

Jeff Turner 897 Baxter Dr South Jordan, UT 84095, USA Work Order #: W2023030801511 March 8, 2023 Receipt Version: 1 Special Handling Instructions: Submitter ID: 145105 Charges Description Fee Description Filing Number Filing Date/Time Filing Status Q

Exhibit 2.3 Jeff Turner 897 Baxter Dr South Jordan, UT 84095, USA Work Order #: W2023030801511 March 8, 2023 Receipt Version: 1 Special Handling Instructions: Submitter ID: 145105 Charges Description Fee Description Filing Number Filing Date/Time Filing Status Qty Price Amount Business Entity Filed Documents Fees 20233012927 3/8/2023 1:32:40 PM Approved 1 $6.00 $6.00 Total $6.00 Payments Type Desc

April 20, 2023 CORRESP

200 E Big Beaver Rd.

VIPER NETWORKS, INC. April 20, 2023 200 E Big Beaver Rd. Troy, MI 48083 VIA EDGAR Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Re: Viper Networks, Inc. Form 1-A: Request for Qualification File No. 024-11948 Dear Sir/Madam: Viper Networks, Inc. (the “Company”), hereby requests qualification of the Company’s above-referenced Offering Statement on Form

April 6, 2023 EX1A-12 OPN CNSL

Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah

Exhibit 12.1 Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah April 6, 2023 Farid Shouekani Chief Executive Officer PO Box 4905 Troy, MI 48083 (248) 724-1300 Dear Mr. Shouekani: I have acted, at your request, as special counsel to Viper Networks, Inc., a Nevada corporation (the “Company”), for the purpose of rendering an opinion

April 6, 2023 EX1A-2A CHARTER

Jeff Turner 897 Baxter Dr South Jordan, UT 84095, USA Work Order #: W2023030801511 March 8, 2023 Receipt Version: 1 Special Handling Instructions: Submitter ID: 145105 Charges Description Fee Description Filing Number Filing Date/Time Filing Status Q

Exhibit 2.3 Jeff Turner 897 Baxter Dr South Jordan, UT 84095, USA Work Order #: W2023030801511 March 8, 2023 Receipt Version: 1 Special Handling Instructions: Submitter ID: 145105 Charges Description Fee Description Filing Number Filing Date/Time Filing Status Qty Price Amount Business Entity Filed Documents Fees 20233012927 3/8/2023 1:32:40 PM Approved 1 $6.00 $6.00 Total $6.00 Payments Type Desc

April 6, 2023 PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Dated: April 6, 2023 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of ot

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Dated: April 6, 2023 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization) 200 E Big Beaver Rd. Troy, MI 48083 (248) 724-1300 (Address, including zip code,

April 6, 2023 EX1A-4 SUBS AGMT

VIPER NETWORKS, INC. SUBSCRIPTION AGREEMENT Regulation A SHARES

Exhibit 4.1 VIPER NETWORKS, INC. SUBSCRIPTION AGREEMENT Regulation A SHARES THIS SUBSCRIPTION AGREEMENT made as of the day of , 2023 between VIPER NETWORKS, INC., a corporation organized under the laws of the State of Nevada, (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscribers in the Offering (defined below), the “Subscribers”). WHEREAS, the Compa

April 6, 2023 EX1A-2A CHARTER

Jeff Turner 897 Baxter Dr South Jordan, UT 84095, USA Work Order #: W2023030801511 March 8, 2023 Receipt Version: 1 Special Handling Instructions: Submitter ID: 145105 Charges Description Fee Description Filing Number Filing Date/Time Filing Status Q

Exhibit 2.3 Jeff Turner 897 Baxter Dr South Jordan, UT 84095, USA Work Order #: W2023030801511 March 8, 2023 Receipt Version: 1 Special Handling Instructions: Submitter ID: 145105 Charges Description Fee Description Filing Number Filing Date/Time Filing Status Qty Price Amount Business Entity Filed Documents Fees 20233012927 3/8/2023 1:32:40 PM Approved 1 $6.00 $6.00 Total $6.00 Payments Type Desc

April 6, 2023 EX1A-4 SUBS AGMT

VIPER NETWORKS, INC. SUBSCRIPTION AGREEMENT Regulation A SHARES

Exhibit 4.1 VIPER NETWORKS, INC. SUBSCRIPTION AGREEMENT Regulation A SHARES THIS SUBSCRIPTION AGREEMENT made as of the day of , 2023 between VIPER NETWORKS, INC., a corporation organized under the laws of the State of Nevada, (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscribers in the Offering (defined below), the “Subscribers”). WHEREAS, the Compa

April 6, 2023 PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Dated: April 6, 2023 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of ot

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Dated: April 6, 2023 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization) 200 E Big Beaver Rd. Troy, MI 48083 (248) 724-1300 (Address, including zip code,

April 6, 2023 EX1A-12 OPN CNSL

Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah

Exhibit 12.1 Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah April 6, 2023 Farid Shouekani Chief Executive Officer PO Box 4905 Troy, MI 48083 (248) 724-1300 Dear Mr. Shouekani: I have acted, at your request, as special counsel to Viper Networks, Inc., a Nevada corporation (the “Company”), for the purpose of rendering an opinion

March 9, 2023 PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Dated: March 9, 2023 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of ot

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Dated: March 9, 2023 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization) 200 E Big Beaver Rd. Troy, MI 48083 (248) 724-1300 (Address, including zip code,

March 9, 2023 EX1A-12 OPN CNSL

Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah

Exhibit 12.1 Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah March 8, 2023 Farid Shouekani Chief Executive Officer PO Box 4905 Troy, MI 48083 (248) 724-1300 Dear Mr. Shouekani: I have acted, at your request, as special counsel to Viper Networks, Inc., a Nevada corporation (the “Company”), for the purpose of rendering an opinion

March 9, 2023 EX1A-4 SUBS AGMT

VIPER NETWORKS, INC. SUBSCRIPTION AGREEMENT Regulation A SHARES

Exhibit 4.1 VIPER NETWORKS, INC. SUBSCRIPTION AGREEMENT Regulation A SHARES THIS SUBSCRIPTION AGREEMENT made as of the day of , 2023 between VIPER NETWORKS, INC., a corporation organized under the laws of the State of Nevada, (the “Company”), and the undersigned (the “Subscriber” and together with each of the other subscribers in the Offering (defined below), the “Subscribers”). WHEREAS, the Compa

March 9, 2023 EX1A-2A CHARTER

Jeff Turner 897 Baxter Dr South Jordan, UT 84095, USA Work Order #: W2023030801511 March 8, 2023 Receipt Version: 1 Special Handling Instructions: Submitter ID: 145105 Charges Description Fee Description Filing Number Filing Date/Time Filing Status Q

Exhibit 2.3 Jeff Turner 897 Baxter Dr South Jordan, UT 84095, USA Work Order #: W2023030801511 March 8, 2023 Receipt Version: 1 Special Handling Instructions: Submitter ID: 145105 Charges Description Fee Description Filing Number Filing Date/Time Filing Status Qty Price Amount Business Entity Filed Documents Fees 20233012927 3/8/2023 1:32:40 PM Approved 1 $6.00 $6.00 Total $6.00 Payments Type Desc

January 19, 2023 253G2

OFFERING CIRCULAR SUPPLEMENT NO. 1 Date of Qualification of the Offering Circular: August 23, 2022 VIPER NETWORKS, INC. 200 E Big Beaver Rd Troy, MI 48083 January 19, 2023

Table of Contents Filed Pursuant to Rule 253(g)(1) Offering File Number: 024-11948 OFFERING CIRCULAR SUPPLEMENT NO.

November 30, 2022 253G1

OFFERING CIRCULAR SUPPLEMENT NO. 1 Date of Qualification of the Offering Circular: August 23, 2022 VIPER NETWORKS, INC. 200 E Big Beaver Rd Troy, MI 48083 November 30, 2022

Filed Pursuant to Rule 253(g)(1) Offering File Number: 024-11948 OFFERING CIRCULAR SUPPLEMENT NO.

August 19, 2022 PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A/A Dated: August 5, 2022 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of oth

SEC File No. 024-11948 Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A/A Dated: August 5, 2022 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization) 200 E Big Beaver Rd. Troy, MI 48083 (248) 724-1300 (Address

August 19, 2022 CORRESP

200 E Big Beaver Rd.

CORRESP 1 filename1.htm VIPER NETWORKS, INC. August 19, 2022 200 E Big Beaver Rd. Troy, MI 48083 VIA EDGAR Attorney Alyssa Wall Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Re: Viper Networks, Inc. Form 1-A: Request for Qualification File No. 024-11948 Dear Ms. Wall: Viper Networks, Inc. (the “Company”), hereby requests qualification of the Company’

August 8, 2022 EX1A-12 OPN CNSL

Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah

Exhibit 12.1 Jeffrey Turner ? Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah August 5, 2022 Farid Shouekani Chief Executive Officer PO Box 4905 Troy, MI 48083 (248) 724-1300 Dear Mr. Shouekani: I have acted, at your request, as special counsel to Viper Networks, Inc., a Nevada corporation (the ?Company?), for the purpose of rendering an opinion

August 8, 2022 PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A/A Dated: August 5, 2022 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of oth

SEC File No. 024-11948 Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A/A Dated: August 5, 2022 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization) 200 E Big Beaver Rd. Troy, MI 48083 (248) 724-1300 (Address

August 8, 2022 EX1A-2A CHARTER

AMENDMENT TO ARTICLES OF INCORPORATION

Exhibit 2.2

August 5, 2022 CORRESP

200 E Big Beaver Rd.

VIPER NETWORKS, INC. August 5, 2022 200 E Big Beaver Rd. Troy, MI 48083 VIA EDGAR Attorney Alyssa Wall Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Re: Viper Networks, Inc. Offering Statement on Form 1-A Filed July 22, 2022 File No. 024-11948 Dear Ms. Wall: In response to your letter dated August 2, 2022, the following information is hereby submitte

July 22, 2022 EX1A-12 OPN CNSL

Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah

Exhibit 12.1 Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah July 22, 2022 Farid Shouekani Chief Executive Officer PO Box 4905 Troy, MI 48083 (248) 724-1300 Dear Mr. Shouekani: I have acted, at your request, as special counsel to Viper Networks, Inc., a Nevada corporation (the “Company”), for the purpose of rendering an opinion

July 22, 2022 EX1A-4 SUBS AGMT

Subscription Agreement

Exhibit 4.1 VIPER NETWORKS, INC. CORPORATION SUBSCRIPTION AGREEMENT Regulation A SHARES THIS SUBSCRIPTION AGREEMENT made as of the day of , 2022 between VIPER NETWORKS, INC. CORPORATION, a corporation organized under the laws of the State of Nevada, (the ?Company?), and the undersigned (the ?Subscriber? and together with each of the other subscribers in the Offering (defined below), the ?Subscribe

July 22, 2022 PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A Dated: July 22, 2022 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of other

SEC File No. Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A Dated: July 22, 2022 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Viper Networks, Inc. (Exact name of issuer as specified in its charter) Nevada (State of other jurisdiction of incorporation or organization) 200 E Big Beaver Rd. Troy, MI 48083 (248) 724-1300 (Address, including z

February 11, 2009 15-12G

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0167 Expires: November 30, 2010 Estimated average burden hours per response .

October 1, 2008 8-K

Current Report

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 1, 2008 VIPER NETWORKS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0032939 87-0410279 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Empl

October 1, 2008 EX-3.2(I)

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION VIPER NETWORKS, INC. Viper Networks, Inc. (Name of Corporation)

EXHIBIT 3.2(i) CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF VIPER NETWORKS, INC. Viper Networks, Inc. (Name of Corporation) We, the undersigned President and Secretary of Viper Networks, Inc., a Nevada corporation, do hereby certify: That the holders of a majority of the equity voting rights of the outstanding capital stock of Viper Networks, Inc., approved the following resolutions by

April 1, 2008 NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): x Form 10-K and Form 10-KSB ? Form 20-F ? Form 11-K ? Form 10-Q and Form 10-QSB ? Form N-SAR For Period Ended: December 31, 2007 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Fo

January 4, 2008 8-K

Current Report

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 31, 2007 VIPER NETWORKS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0032939 87-0410279 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Empl

December 19, 2007 8-K

Current Report

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 19, 2007 VIPER NETWORKS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0032939 87-0410279 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Empl

December 19, 2007 EX-99.1

December 19, 2007

Exhibit 99.1 December 19, 2007 Dear Fellow Shareholders: Beginning in the fourth quarter of 2006, our sales revenues increased and the increase has continued during the 2007 calendar year. Although we experienced a 28% drop in sales revenues during the first nine months of 2006 compared to the same period in 2005, the full 2006 calendar year was down only 19% from calendar year 2005. Our sales rev

November 15, 2007 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K and Form 10-KSB ? Form 20-F ? Form 11-K x Form 10-Q and Form 10-QSB ? Form N-SAR For Period Ended: September 30, 2007 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on F

August 14, 2007 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K and Form 10-KSB ? Form 20-F ? Form 11-K x Form 10-Q and Form 10-QSB ? Form N-SAR For Period Ended: June 30, 2007 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 1

August 9, 2007 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 2 (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 V

August 8, 2007 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 2 (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper

August 7, 2007 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 1 (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper

August 6, 2007 EX-10.22

SECURITIES PURCHASE AGREEMENT

EX-10.22 3 exh10-22.htm SECURITIES PURCHASE AGREEMENT DATED JULY 16, 2003 Exhibit 10.22 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is entered into as of July 16, 2003 by and among Viper Networks, Inc., a Utah corporation (“Company”), those certain representatives of the Company listed on Exhibit A attached hereto (the “Viper Representatives”), Coliance Communica

August 6, 2007 EX-10.21

SECURITIES PURCHASE AGREEMENT

EX-10.21 2 exh10-21.htm SECURITIES PURCHASE AGREEMENT DATED JUNE 16, 2003 Exhibit 10.21 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is entered into as of June 16, 2003 by and among Viper Networks, Inc., a Utah corporation (“Company”), those certain representatives of the Company listed on Exhibit A attached hereto (the “Viper Representatives”), Coliance Communica

August 6, 2007 10KSB/A

U.S. SECURITIES AND EXCHANGE COMMISSION

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A Amendment No. 1 x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2005 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 0032939 Viper Networks, Inc. (Exact Name of Registrant as spec

August 6, 2007 EX-10.23

ASSET PURCHASE AGREEMENT

EX-10.23 4 exh10-23.htm ASSET PURCHASE AGREEMENT DATED AUGUST 21, 2003 Exhibit 10.23 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of August 21, 2003, by and between Viper Networks, Inc., a Utah corporation with offices located at 7660 Fay Ave., Suite H339, La Jolla, California 92037 ("Buyer") and Young’s Environmental Solutions, LLC, a Nevada limited liability company, with offices

August 6, 2007 EX-21.1

Subsidiaries of Viper Networks, Inc. a Nevada corporation as of December 31, 2005

EX-21.1 5 exh21-1.htm SUBSIDIARIES OF VIPER NETWORKS, INC. Exhibit 21.1 Subsidiaries of Viper Networks, Inc. a Nevada corporation as of December 31, 2005 The following subsidiaries are wholly owned by the Company: Viper Networks, Inc., a California corporation Coliance Communications, Inc., a California corporation Mid-Atlantic International, Inc., a Michigan corporation Viper International, LLC,

July 27, 2007 EX-3.1I

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION VIPER NETWORKS, INC. Viper Networks, Inc. (Name of Corporation)

EXHIBIT 3.1(i) CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF VIPER NETWORKS, INC. Viper Networks, Inc. (Name of Corporation) We, the undersigned President and Secretary of Viper Networks, Inc., a Nevada corporation, do hereby certify: That the holders of a majority of the equity voting rights of the outstanding capital stock of Viper Networks, Inc., approved the following resolutions by

July 27, 2007 8-K

Current Report

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 24, 2007 VIPER NETWORKS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0032939 87-0410279 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer

May 15, 2007 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K and Form 10-KSB ? Form 20-F ? Form 11-K x Form 10-Q and Form 10-QSB ? Form N-SAR For Period Ended: March 31, 2007 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form

April 2, 2007 NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): x Form 10-K and Form 10-KSB ? Form 20-F ? Form 11-K ? Form 10-Q and Form 10-QSB ? Form N-SAR For Period Ended: December 31, 2006 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Fo

March 7, 2007 8-K

Current Report

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 1, 2006 VIPER NETWORKS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0032939 87-0410279 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Emplo

March 6, 2007 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 1 (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 V

March 6, 2007 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 1 (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper

December 6, 2006 8-K

Material Modification to Rights of Security Holders

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 5, 2006 VIPER NETWORKS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0032939 87-0410279 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Emplo

November 17, 2006 EX-4.4

VIPER NETWORKS, INC. 2006 EMPLOYEE AND CONSULTANT’S COMPENSATION FUND AND PLAN September 14, 2006

Exhibit 4.4 VIPER NETWORKS, INC. 2006 EMPLOYEE AND CONSULTANT?S COMPENSATION FUND AND PLAN September 14, 2006 This 2006 Employee and Consultant?s Compensation Fund and Plan (the ?Plan?) is hereby adopted by Viper Networks, Inc., a Nevada corporation (the ?Corporation?) pursuant to a resolution adopted by the Corporation?s Board of Directors of September 14, 2006. WHEREAS: A. The Board of Directors

November 17, 2006 S-8

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VIPER NETWORKS, INC. . (Exact name of registrant as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VIPER NETWORKS, INC. . (Exact name of registrant as specified in its charter) Nevada 87-0410279 . (State of Incorporation) (I.R.S. Employer ID No.) 10373 Roselle Street, Suite 170, San Diego, California 92121 (Address of Principal Executive Offices) (Zip Code) 2006 Employ

November 14, 2006 EX-4.5

CERTIFICATE DESIGNATION, NUMBER, POWERS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF SERIES "A" PREFERRED STOCK OF VIPER N

EXHIBIT 4.5 CERTIFICATE OF DESIGNATION, NUMBER, POWERS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF SERIES "A" PREFERRED STOCK OF VIPER NETWORKS, INC. (Incorporated under the laws of the State of Nevada) It is hereby certified that: 1. The name of this company is Viper Ne

November 14, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper Networks, Inc

October 27, 2006 8-K

Current Report

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 25, 2006 VIPER NETWORKS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0032939 87-0410279 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Emplo

October 27, 2006 EX-10.20

VOIP EQUIPMENT PURCHASE AND SERVICES AGREEMENT

Exhibit 10.20 VOIP EQUIPMENT PURCHASE AND SERVICES AGREEMENT THIS AGREEMENT is made and entered into on this 25 th day of October, 2006, by and between Onasi, Inc., a Utah corporation dba OnSat (?OnSat?) with its principal offices in Park City, Utah, and Viper Networks, Inc., a Nevada corporation (?Viper?) with its principal offices in San Diego, California. (The forgoing are at times herein refer

September 22, 2006 S-8

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VIPER NETWORKS, INC. . (Exact name of registrant as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VIPER NETWORKS, INC. . (Exact name of registrant as specified in its charter) Nevada 87-0410279 (State of Incorporation) &# 160; (I.R.S. Employer ID No.) 10373 Roselle Street, Suite 170, San Diego, California 92121 (Address of Principal Executive Offices) (Zip Code) 2006

September 22, 2006 EX-4.4

VIPER NETWORKS, INC. 2006 EMPLOYEE AND CONSULTANT’S COMPENSATION FUND AND PLAN September 14, 2006

EX-4.4 2 exh4-4.htm 2006 EMPLOYEE AND CONSULTANT'S COMPENSATION FUND AND PLAN Exhibit 4.4 VIPER NETWORKS, INC. 2006 EMPLOYEE AND CONSULTANT’S COMPENSATION FUND AND PLAN September 14, 2006 This 2006 Employee and Consultant’s Compensation Fund and Plan (the “Plan”) is hereby adopted by Viper Networks, Inc., a Nevada corporation (the “Corporation”) pursuant to a resolution adopted by the Corporation’

September 19, 2006 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 2 (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper

September 8, 2006 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 2 (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper

August 31, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper Networks, Inc. (Ex

August 17, 2006 EX-16.1

ARMANDO C. IBARRA Certified Public Accountants A Professional Corporation

EX-16.1 2 exh16-1081606.htm LETTER FROM ARMANDO C. IBARRA, CPA-APC TO THE U.S. SECURITIES AND EXCHANGE COMMISSION Exhibit 16.1 ARMANDO C. IBARRA Certified Public Accountants A Professional Corporation Armando C. Ibarra, C.P.A. Members of the California Society of Certified Public Accountants Armando Ibarra, Jr., C.P.A., JD Members of the American Institute of Certified Public Accountants Registere

August 17, 2006 CORRESP

Viper Networks, Inc.

[LOGO] Viper Networks, Inc. Your Internet phone company™ August 16, 2006 Filed by EDGAR Mr. Stephen G. Krikorian, Branch Chief - Accounting Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Viper Networks, Inc. File No. 0-32939 Your Comment Letter of August 14, 2006 Form 8-K filed on August 11, 2005 Dear Mr. Krikorian: We have ame

August 17, 2006 8-K/A

Current Report

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Amendment No. 1 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 8, 2006 VIPER NETWORKS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0032939 87-0410279 (State or Other Jurisdiction of Incorporation) (Commission File Numb

August 15, 2006 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K and Form 10-KSB ? Form 20-F ? Form 11-K x Form 10-Q and Form 10-QSB ? Form N-SAR For Period Ended: June 30, 2006 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 1

August 11, 2006 EX-16.1

ARMANDO C. IBARRA Certified Public Accountants A Professional Corporation

EX-16.1 2 exh16-1.htm LETTER FROM ARMANDO C. IBARRA, CPA-APC TO THE U.S. SECURITIES AND EXCHANGE COMMISSION Exhibit 16.1 ARMANDO C. IBARRA Certified Public Accountants A Professional Corporation Armando C. Ibarra, C.P.A. Members of the California Society of Certified Public Accountants Armando Ibarra, Jr., C.P.A., JD Members of the American Institute of Certified Public Accountants Registered with

August 11, 2006 8-K

Current Report

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 8, 2006 VIPER NETWORKS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0032939 87-0410279 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employe

August 9, 2006 8-K

Current Report

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 7, 2006 VIPER NETWORKS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0032939 87-0410279 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employe

August 9, 2006 EX-4.2

CERTIFICATE DESIGNATION, NUMBER, POWERS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF SERIES "A" PREFERRED STOCK OF VIPER N

EX-4.2 2 exh4-2.htm CERTIFICATE OF DESIGNATION EXHIBIT 4.2 CERTIFICATE OF DESIGNATION, NUMBER, POWERS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF SERIES "A" PREFERRED STOCK OF VIPER NETWORKS, INC. (Incorporated under the laws of the State of Nevada) It is hereby certifie

June 30, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper Networks, Inc. (E

June 1, 2006 10KSB

U.S. SECURITIES AND EXCHANGE COMMISSION

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2005 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 0032939 Viper Networks, Inc. (Exact Name of Registrant as specified in its Chart

May 5, 2006 EX-14

Viper Networks, Inc.

EX-14 4 exh14.htm CODE OF BUSINESS CONDUCT AND ETHICS Exhibit 14 Viper Networks, Inc. CODE OF BUSINESS CONDUCT AND ETHICS THIS CODE OF BUSINESS CONDUCT AND ETHICS IS ADOPTED AS A REQUIREMENT FOR EMPLOYMENT WITH VIPER NETWORKS, INCORPORATED FOR ANY AND ALL DIRECTORS, OFFICERS, AND EMPLOYEES OF THE COMPANY AND OF ANY AND ALL SUBSIDIARIES OF THE COMPANY. Farid Shouekani President & Chief Executive Of

May 5, 2006 EX-10.14

PUSH TO TALKSM SERVICES

Exhibit 10.14 [LOGO] PUSH TO TALKSM SERVICES RESELLER BILLING DIRECT AGREEMENT EFFECTIVE DATE: 8/14/01 This Reseller Agreement (?Agreement?) is entered into by ITXC, Inc., having an office of business at 14600 NW Greenbrier Parkway, Beaverton, Oregon, 97006 (?ITXC?) and ?Reseller.? Reseller Name: Viper Networks, Inc. Contact Name: John Castiglione Address: 7960 Silverton Ave #210 San Diego, CA 921

May 5, 2006 10KSB/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A Amendment No. 2 x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2004 ¨ Transition report pursua

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A Amendment No. 2 x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2004 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 0032939 Viper Networks, Inc. (Exact Name of Registrant as spec

April 3, 2006 NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): x Form 10-K and Form 10-KSB ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q and Form 10-QSB ¨ Form N-SAR

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): x Form 10-K and Form 10-KSB ? Form 20-F ? Form 11-K ? Form 10-Q and Form 10-QSB ? Form N-SAR For Period Ended: December 31, 2005 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Fo

March 16, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper Networks, Inc

December 29, 2005 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 1 (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper

December 21, 2005 10QSB/A

10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 1 (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper

November 29, 2005 10KSB/A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A Amendment No. 1 x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2004 ¨ Transition report pursua

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A Amendment No. 1 x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2004 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 0032939 Viper Networks, Inc. (Exact Name of Registrant as spec

November 14, 2005 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K and Form 10-KSB ¨ Form 20-F ¨ Form 11-K x Form 10-Q and Form 10-QSB ¨ Form N-SAR

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K and Form 10-KSB ? Form 20-F ? Form 11-K x Form 10-Q and Form 10-QSB ? Form N-SAR For Period Ended: September 30, 2005 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on F

September 7, 2005 10QSB

10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper Networks, Inc. (Ex

September 2, 2005 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 26, 2005 Viper Networks, Inc. (Exact name of registrant as specified in its charter) Nevada 0032939 87-0410279 (State or other jurisdiction of incorporation) (Commission File Nu

September 2, 2005 EX-99

Exhibit 99 RESIGNATION

EX-99 5 exh99rw.htm RESIGNATION R. WEAVER Exhibit 99 RESIGNATION I, Ronald Weaver, hereby resign as an Officer of Viper Networks, Inc., effectively immediately. Dated: August 26, 2005 /s/ Ronald Weaver Ronald Weaver

September 2, 2005 EX-99

Exhibit 99 RESIGNATION

EX-99 6 exh99js.htm RESIGNATION J. SUNSTEIN Exhibit 99 RESIGNATION I, Jason Sunstein, hereby resign as an Officer and Director of Viper Networks, Inc., effectively immediately. Dated: August 26, 2005 /s/ Jason Sunstein Jason Sunstein

September 2, 2005 EX-4.2

WARRANT For the Purchase of Common Stock, Par Value $0.001 per Share, of VIPER NETWORKS, INC. (Incorporated Under the Laws of the State of Nevada) No. 1 Warrant to Purchase Common Stock

EX-4.2 3 exh4-2.htm SPECIMEN WARRANT AGREEMENT Exhibit 4.2 WARRANT For the Purchase of Common Stock, Par Value $0.001 per Share, of VIPER NETWORKS, INC. (Incorporated Under the Laws of the State of Nevada) No. 1 Warrant to Purchase Common Stock THIS IS TO CERTIFY, that, for value received, Jason Sunstein (the "Warrantholder"), is entitled, subject to the terms and conditions of that certain Settle

September 2, 2005 EX-4.1

MUTUAL RELEASE AND RESTRUCTURING AGREEMENT

EX-4.1 2 exh4-1.htm SPECIMEN SETTLEMENT AGREEMENT Exhibit 4.1 MUTUAL RELEASE AND RESTRUCTURING AGREEMENT THIS SETTLEMENT AGREEMENT (“Agreement”) is effective as of August 26, 2005, by and between among Viper Networks, Inc., a Nevada corporation with principal offices at 10373 Roselle St., Suite 170, San Diego, California 92121 (the “RELEASEE”) on the one hand, and Officer/Director, an individual w

September 2, 2005 EX-4.3

REVOLVING PROMISSORY NOTE FOR LOANS AND UNPAID SALARIES Maximum Principal Advance San Diego, California $___________U.S. August 26, 2005

EX-4.3 4 exh4-3.htm SPECIMEN PROMISSORY NOTE Exhibit 4.3 REVOLVING PROMISSORY NOTE FOR LOANS AND UNPAID SALARIES Maximum Principal Advance San Diego, California $U.S. August 26, 2005 IN CONSIDERATION of amounts advanced, including unpaid business related and approved expenses and unpaid salaries and benefits hereunder, VIPER NETWORKS, INC., a Nevada corporation (“Borrower”) promises to pay to the

September 2, 2005 EX-99

Exhibit 99 RESIGNATION

Exhibit 99 RESIGNATION I, John Castiglione, hereby resign as an Officer and Director of Viper Networks, Inc., effectively immediately. Dated: August 26, 2005 /s/ John Castiglione John Castiglione

August 22, 2005 EX-99

Exhibit 99

EX-99 2 exh99081605.htm PRESS RELEASE DATED AUGUST 16, 2005 Exhibit 99 FOR IMMEDIATE RELEASE August 16, 2005 Viper Networks Names Farid Shouekani CEO and Ron Weaver Chairman of the Board San Diego, California – August 16, 2005 – Viper Networks, Inc., (OTC: VPER), a leading innovator in Voice-over-Internet Protocol (VoIP) products and services, today announced that it has promoted its current Chief

August 22, 2005 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 16, 2005 Viper Networks, Inc. (Exact name of registrant as specified in its charter) Nevada 0032939 87-0410279 (State or other jurisdiction of incorporation) (Commission File Nu

August 16, 2005 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K and Form 10-KSB ¨ Form 20-F ¨ Form 11-K x Form 10-Q and Form 10-QSB ¨ Form N-SAR

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K and Form 10-KSB ? Form 20-F ? Form 11-K x Form 10-Q and Form 10-QSB ? Form N-SAR For Period Ended: June 30, 2005 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 1

June 3, 2005 10QSB

10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper Networks, Inc

June 3, 2005 10QSB

10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper Networks, Inc. (Ex

June 3, 2005 10QSB

10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper Networks, Inc. (E

May 24, 2005 EX-3.(I)

ARTICLES OF INCORPORATION VIPER NETWORKS, INC.

ARTICLES OF INCORPORATION OF VIPER NETWORKS, INC. FIRST. The name of the corporation is: Viper Networks, Inc. SECOND. Its registered office in the State of Nevadais located at 2533 North Carson Street, Carson City, Nevada 89706 that this Corporation may maintain an office, or offices, in such other place within or without the State of Nevada as may be from time to time designated by the Board of D

May 24, 2005 EX-3.(II)

BY-LAWS VIPER NETWORKS, INC. ARTICLE I OFFICES

BY-LAWS OF VIPER NETWORKS, INC. ARTICLE I OFFICES SECTION 1. OFFICE. The office of the Corporation shall be established and maintained at 10373 Roselle Street, Suite 170, San Diego, California 92121. The Company shall also maintain an agent for service of process within the State of Nevada. SECTION 2. OTHER OFFICES. The Corporation may have other offices, either within or without the State of Neva

May 24, 2005 10QSB

10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark one) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-032939 Viper Networks, Inc. (E

May 16, 2005 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K and Form 10-KSB ¨ Form 20-F ¨ Form 11-K x Form 10-Q and Form 10-QSB ¨ Form N-SAR

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K and Form 10-KSB ? Form 20-F ? Form 11-K x Form 10-Q and Form 10-QSB ? Form N-SAR For Period Ended: March 31, 2005 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form

April 21, 2005 EX-10.11

SECURITIES MERGER AGREEMENT

EX-10.11 4 vperk1203exh1011.htm SECURITIES MERGER AGREEMENT (MID-ATLANTIC) SECURITIES MERGER AGREEMENT THIS SECURITIES MERGER AGREEMENT ("Agreement") is entered into as of October 15, 2003 by and among Viper Networks, Inc., a Utah corporation ("Viper" or the "Company"), those certain representatives of the Company listed on Exhibit A attached hereto (the "Viper Representatives"), Mid-Atlantic Inte

April 21, 2005 EX-3.(A)

Coliance Communications, INC. a Nevada Corporation

BY-LAWS OF Coliance Communications, INC. a Nevada Corporation TABLE OF CONTENTS ARTICLE ONE - OFFICES 1.1 Registered Office. 1.2 Other Offices. ARTICLE TWO - MEETINGS OF STOCKHOLDERS 2.1 Place. 2.2 Annual Meetings. 2.3 Special Meetings. 2.4 Notices of Meetings. 2.5 Purpose of Meetings. 2.6 Quorum. 2.7 Voting. 2.8 Share Voting. 2.9 Proxy. 2.10 Written Consent in Lieu of Meeting. 2.11 Nominations fo

April 21, 2005 EX-3.3(B)

Mid-Atlantic International, Inc. a Michigan Corporation

BY-LAWS OF Mid-Atlantic International, Inc. a Michigan Corporation TABLE OF CONTENTS ARTICLE ONE - OFFICES 1.1 Registered Office. 1.2 Other Offices. ARTICLE TWO - MEETINGS OF STOCKHOLDERS 2.1 Place. 2.2 Annual Meetings. 2.3 Special Meetings. 2.4 Notices of Meetings. 2.5 Purpose of Meetings. 2.6 Quorum. 2.7 Voting. 2.8 Share Voting. 2.9 Proxy. 2.10 Written Consent in Lieu of Meeting. 2.11 Nominatio

April 21, 2005 EX-10.12

AMENDMENT TO SECURITIES MERGER AGREEMENT

AMENDMENT TO SECURITIES MERGER AGREEMENT THIS AMENDMENT ("Amendment") TO THE SECURITIES MERGER AGREEMENT, dated October 15, 2003 ("Agreement") is entered into as of January 20, 2004 by and among Viper Networks, Inc.

April 21, 2005 10KSB

10KSB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2003 ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 003-2939 Viper Networks, Inc. (Exact Name of Registrant as specified in its Char

April 18, 2005 EX-10.11

SECURITIES MERGER AGREEMENT

SECURITIES MERGER AGREEMENT THIS SECURITIES MERGER AGREEMENT ("Agreement") is entered into as of October 15, 2003 by and among Viper Networks, Inc.

April 18, 2005 EX-3.3(B)

Mid-Atlantic International, Inc. a Michigan Corporation

BY-LAWS OF Mid-Atlantic International, Inc. a Michigan Corporation TABLE OF CONTENTS ARTICLE ONE - OFFICES 1.1 Registered Office. 1.2 Other Offices. ARTICLE TWO - MEETINGS OF STOCKHOLDERS 2.1 Place. 2.2 Annual Meetings. 2.3 Special Meetings. 2.4 Notices of Meetings. 2.5 Purpose of Meetings. 2.6 Quorum. 2.7 Voting. 2.8 Share Voting. 2.9 Proxy. 2.10 Written Consent in Lieu of Meeting. 2.11 Nominatio

April 18, 2005 10KSB

Name

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2004 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 0032939 Viper Networks, Inc. (Exact Name of Registrant as specified in its Chart

April 18, 2005 EX-10.12

AMENDMENT TO SECURITIES MERGER AGREEMENT

AMENDMENT TO SECURITIES MERGER AGREEMENT THIS AMENDMENT ("Amendment") TO THE SECURITIES MERGER AGREEMENT, dated October 15, 2003 ("Agreement") is entered into as of January 20, 2004 by and among Viper Networks, Inc.

April 18, 2005 EX-10.13

SECURITIES MERGER AGREEMENT

SECURITIES MERGER AGREEMENT THIS SECURITIES MERGER AGREEMENT ("Agreement") is entered into as of January 30, 2004 by and among Viper Networks, Inc.

April 18, 2005 EX-3.3(A)

Coliance Communications, INC. a Nevada Corporation

BY-LAWS OF Coliance Communications, INC. a Nevada Corporation TABLE OF CONTENTS ARTICLE ONE - OFFICES 1.1 Registered Office. 1.2 Other Offices. ARTICLE TWO - MEETINGS OF STOCKHOLDERS 2.1 Place. 2.2 Annual Meetings. 2.3 Special Meetings. 2.4 Notices of Meetings. 2.5 Purpose of Meetings. 2.6 Quorum. 2.7 Voting. 2.8 Share Voting. 2.9 Proxy. 2.10 Written Consent in Lieu of Meeting. 2.11 Nominations fo

March 31, 2005 NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): x Form 10-K and Form 10-KSB ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q and Form 10-QSB ¨ Form N-SAR

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0032939 NOTIFICATION OF LATE FILING (Check One): x Form 10-K and Form 10-KSB ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q and Form 10-QSB ¨ Form N-SAR For Period Ended: December 31, 2004 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Fo

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