<PAGE>
SEC 1473 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
(7-97) INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, DC 20549
OMB Number: 3235-0104
INITIAL STATEMENT OF
BENEFICIAL OWNERSHIP OF
SECURITIES Expires: October 31, 2001
FORM 3
FILED PURSUANT TO SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934, Estimated average burden
SECTION 17(a) OF THE PUBLIC UTILITY hours per response...0.5
HOLDING COMPANY ACT OF 1935 OR
SECTION 30(f) OF THE INVESTMENT
COMPANY ACT OF 1940
(Print or Type Responses)
<PAGE>
================================================================================
1. 2. 4.
Name and Address of Date of Event Issuer Name AND Tickler or Trading
Reporting Person* Requiring Symbol
Statement
(Month/Day/Year)
VPN Communications Corporation
03/02/00
(Last) (First) (Middle)
Marchi E G
(Street) 3. 5. 6.
I.R.S. Relationship of If Amendment,
Identification Reporting Person(s) to Date of
3200 Bristol #725 Number of Issuer Original
Reporting (Check all applicable) (Month/Day/Year)
Person, if an
entity
(voluntary) X
---
Director
X
---
10% Owner
X
Officer (give title
below)
President__
Other (specify below)
================================================================================
<PAGE>
(City) (State) (Zip) 7.
---------------- Individual or
Joint/Group
Costa Mesa Ca 92626 Filing
(Check Applicable
Line)
X
---
Form filed by One
Reporting Person
--
Form filed by
More than One
Reporting Person
TABLE I -- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
1. 2. 3. 4.
Title of Security Amount of Ownership Form: Nature of
(Instr. 4) Securities Direct (D) or Indirect
Beneficially Owned Indirect (I) Beneficial
(Instr. 4) (Instr. 5) Ownership
(Instr. 5)
<PAGE>
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TABLE II -- DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS,
WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
1. 2. 3. 4. 5. 6.
Title of Date Exer- Title and Amount of Conver- Owner- Nature of
Derivative cisable and Securities sion or ship Indirect
Security Expiration Underlying Exercise Form of Beneficial
(Instr. 4) Date Derivative Security Price of Deriv- Ownership
(Month/Day/Year) (Instr. 4) Deri- ative (Instr. 5)
vative Securities:
Security Direct (D)
or Indirect
(I)
(Instr. 5)
Date Expira- Title Amount
Exer- tion or
cisable Date Number
of
Shares
Common See below #1
Stock
================================================================================
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
<PAGE>
Explanation of Responses: #1 Individual is eligible to receive stock subject to
various stock plans registered by this company pursuant to its S-8 filing.
/s/ E.G. Marchi 3/12/00
-------------------- ------------------
**Signature of Reporting Date
Person
* If the form is filed by more than one reporting person, SEE Instruction
5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If
space is insufficient,
SEE Instruction 6 for procedure.
