VIANET TECHNOLOGIES INC
8-K/A, 1999-07-30
BLANK CHECKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-KA

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


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

                                 (212) 219-7680
                               (Telephone number)





<PAGE>
ITEM 7.

         Letter from KPMG dated July 23, 1999  regarding the change in certified
accountants.

<PAGE>

                                    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.
(Resistrant)


- -----------------------------------
By: Peter Leighton
President & CEO




<PAGE>
                                                                   July 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  Technologies,
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 dated July 15,  1999  ("Item 4") and we agree with
such statements, except as follows:

     KPMG does not agree with the Company's  statement in the first  sentence of
the  first  paragraph  of Item 4,  that the  termination  of the  auditor-client
relationship  was  "based on their  agreement  that  such  action is in the best
interests  of both  firms".  KPMG  does not  believe  that it ever  reached  any
"agreement" with the Company concerning the "interests of both firms".  However,
as described above,  KPMG believes that it is accurate to state that the Company
and KPMG mutually agreed to terminate their auditor client relationship.

     KPMG  is  not in a  position  to  agree  or  disagree  with  the  Company's
statements in the second,  third and fourth  sentences of the first paragraph of
Item 4.

     KPMG  believes that Item 4 should have  contained the following  additional
disclosure:

     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. 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:

     "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.

Very truly yours,

KPMG LLP




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