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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): March 2, 2000
VPN COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 33-19345-LA 93-0943718
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
3200 Bristol Street, Suite 725, Costa Mesa, California 92626
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(Address of principal executive offices)
Registrant's telephone number, including area code: (714) 540-4444
Exhibitronix, Inc.
5234 Michelson Avenue, #23D
Irvine, California 92612
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(Former name or former address, if changed since last report)
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Item 2. CHANGES IN CONTROL OF REGISTRANT.
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a. On March 2, 2000, E. G. Marchi acquired control of the Registrant
as a result of his purchase from Jay A. Geier and Ronald Shepston of an
aggregate of 5,812,699 shares of common stock of the Registrant. As a
result of the transaction, Mr. Marchi is the beneficial owner, directly or
indirectly, of approximately 90.4% of the total voting stock of the
Registrant. Mr. Marchi acquired the stock from Messrs. Geier and Shepston
at market price. From his personal resources, Mr. Marchi paid cash in the
amount of $400,000.
b. The Registrant is unaware of any arrangements, including any
pledge by any person of securities of the Registrant, the operation of
which may at a subsequent date result in a change of control of the
Registrant.
Item 5. OTHER EVENTS.
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On March 2, 2000, following the change of control of the Registrant, a
new Board of Directors and Executive Officers were elected and the name of
the Registrant was changed to VPN Communications Corporation. This
Amendment to Articles of Incorporation, reflecting the change of name was
filed with the Nevada Secretary of State on March 10, 2000. The newly
elected Board of Directors consists of E. G. Marchi, Paul Stevens and
Theodore A. Bohrer and the newly elected Executive Officers are: E. G.
Marchi, President; Paul Stevens, Executive Vice President; and Theodore A.
Bohrer, Secretary and Treasurer. The Board of Directors also changed the
principal business office of the Registrant to 3200 Bristol Street, Suite
725, Costa Mesa, California 92626.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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a. Financial Statements.
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None
b. Exhibits.
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None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant had duly caused this report to be signed by the
undersigned hereunto duly authorized.
Date: March 13, 2000 VPN COMMUNICATIONS CORPORATION
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/s/ E. G. Marchi
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E. G. Marchi, President
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