SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
July 15, 1999
(Date of report)
VIANET TECHNOLOGIES, INC.
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<S> <C> <C>
NEVADA 033-55254-19 87-0434285
(State of Incorporation) (Commission File Number) (IRS Employer ID)
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83 Mercer Street
New York, New York 10012
(Address of principle executive offices)
(212) 219-7680
(Telephone number)
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ITEM 7.
o Letter from KPMG
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
Vianet Technologies, Inc.
(Registrant)
Dated: September 24, 1999
/s/Peter Leighton
By: Peter Leighton
President & CEO
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KPMG
345 Park Avenue
New York, NY 10154
Telephone (212) 758-9700
Fax (212) 758-9819
September 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
KPMG LLP ("KPMG") was the principal accountants for Vianet Technoloies,
Inc. ("Vianet" or the "Company") from April 28, 1999 until June 30, 1999. The
Company and KPMG mutually agreed to terminate their auditor-client relationship,
effective June 30, 1999. We have read the Company's statements included in Item
4 of the Company's Form 8-K/A dated September 8, 1999 and filed on September 10,
1999 ("Item 4") and we agreed with such statements, except as follows:
KPMG does not agree with the Company's statement in the second sentence of
the first paragraph of Item 4, that the "agreement to terminate the business
relationship [between KPMG and the Company] was determined to be final and
effective as of June 30, 1999 only after discussions between the parties which
were completed on or about July 8, 1999." As stated in a letter to the Company
dated June 30, 1999, KPMG believes that the auditor-client relationship was
terminated on June 30, 1999.
KPMG is not in a position to agree or disagree with the Company's
statements in the thirds, fourth, and fifth sentences of the first paragraph of
Item 4.
KPMG does not agree with the Company's statements in the third sentence of
the second paragraph of Item 4 and believes that a more accurate rendition of
the facts would be as follows:
In connection with KPMG's services to the Company, from April 28, 1999
until the termination of the auditor-client relationship, there were no
disagreements between KPMG and the Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of KPMG,
would have caused KPMG to make reference in connection with its opinion to the
subject matter of the disagreement in connection with any report KPMG might have
issued.
In connection with KPMG's services to the Company, from April 28, 1999
until the termination of the auditor-client relationship, there were no
reportable events within the meaning of Item 304 of Regulation S-K of the
Securities and Exchange Commission (the "Commission"), other than the following:
On June 7, 1999, the Company filed a Form 8-K with the Commission which
included a set of financial statements for the Company for the year ended
December 31, 1998 which were labeled as "audited". Those financial statements
were not audited by KPMG or to our knowledge any other accounting firm and the
June 7 Form 8-K did not include an auditor's report. On June 21, 1999, after
learning about the filing of the Form 8-K, KPMG advised the Company that it
should advise all persons relying on the financial statements as being audited
that they should not so rely because the financial statements were not audited
by KPMG. By letter dated June 29, 1999, KPMG advised the Company in writing
that:
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"It has come to our attention that Vianet Technologies Inc. has filed
financial statements as of and for the period ended December 31, 1998 in a Form
8-K on June 7, 1999 and that such financial statements have been labeled
audited. KPMG LLP has not completed an audit and has not issued any report on
such financial statements. Therefore, these financial statements are not audited
by KPMG LLP. While we have not audited these financial statements and have not
issued any report on such financial statements, we believe the financial
statements in the Form 8-K are incomplete in that they do not include
disclosures regarding the fact that there is substantial doubt about the
entity's ability to continue as a going concern as well as other information.
Any individuals who are relying on such financial statements should be informed
that the financial statements should not be relied upon as being audited."
As of June 30, 1999, the last day of the auditor-client relationship
between KPMG and the Company, KPMG was not aware of any action by the Company to
inform any person who was relying on the financial statements included in the
Company's June 7, 1999 Form 8-K, that those financial statements were not
audited and should not be relied upon as being audited.
KPMG is not in a position to agree or disagree with the statements in the
fourth sentence of the second paragraph of Item 4.
Very truly yours,
/s/ KPMG LLP
KPMG LLP
