VIANET TECHNOLOGIES INC
8-K/A, 1999-09-10
BLANK CHECKS
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                       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.

<TABLE>
<CAPTION>
<S>                       <C>                  <C>
NEVADA                     033-55254-19         87-0434285
(State of Incorporation)   (Commission File     (IRS Employer ID)
                             Number)
</TABLE>

                                  83 Mercer Street
                              New York, New York 10012
                       (Address of principle executive offices)

                                  (212) 219-7680
                                  (Telephone number)

<PAGE>
ITEM 4.

Change in Registrant's Certifying Accountant

Vianet Technologies, Inc. ("Vianet" or the "Company") and KPMG LLP ("KPMG")
have mutually agreed to terminate their business relationship. The
agreement to terminate the business relationship 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.  Vianet has engaged
Edward Isaacs & Company LLP ("EICO") as auditors. The Company's
independent Audit Committee and Board of Directors unanimously approved
the decision. EICO has commenced the audit of privately owned Vianet
Technologies, Inc. ("Old Vianet") as of December 31, 1998, which merged
with the Company on March 23, 1999. While KPMG commenced work on an audit
for Old Vianet's historical financial statements for the year ended
December 31, 1998, KPMG never completed the audit or issued an audit
report with respect to such financial statements.  KPMG has agreed to make
available to EICO their incomplete working papers relating to the audit of
Old Vianet.

KPMG was the principal accountants for Vianet from April 28, 1999 until
June 30, 1999.  During the time that KPMG was the Company's principal
accountants, KPMG never issued a report on the financial statements of Old
Vianet.  Furthermore, during the time that KPMG was the Company's
principal accountants, there were no disagreements with KPMG 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 them to make reference in
connection with their opinion to the subject matter of the disagreement in
connection with any report KPMG might have issued., except that the Form
8-K filed by the Company on June 7, 1999 did not include the opinion of
the Company's principal accountants, and KPMG has notified the Company
that  such report did not include disclosures regarding the fact that they
believed that  there was substantial doubt about the ability of Old Vianet
to continue as a going concern. It should be noted however, that on August
17, 1999, Vianet filed a Form 8-K which included the audited historical
financial statements for Old Vianet's and the report of EICO, the new
principal accountants for Vianet, which report stated that there was
substantial doubt about the ability of Old Vianet to continue as a going
concern.

ITEM 7.

Letter from KPMG - In accordance with the company's obligations under item
304 of regulation S-K the company has provided KPMG with a copy of this
form 8-K/A and requested that KPMG provide the company with a letter
addressed to the commission stating whether KPMG agrees with the
statements made by the company in this form 8-K/A and, if not, stating the
respects in which KPMG does not agree.  KPMG has not provided the Company
with the requested letter as of the date hereof, however, the Company has
requested that KPMG provide the letter as promptly as possible so that the
company can file the letter with the commission.

                                      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 8, 1999
                                      /s/Peter Leighton
                                      By: Peter Leighton
                                      President & CEO





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