VPN COMMUNICATIONS CORP
NT 10-Q, 2000-05-16
INVESTMENT ADVICE
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                                  (Check One):

[  ] Form 10-K    [  ] Form 20-F    [  ] Form 11-K    [X] Form 10-Q
[  ] Form N-SAR

For Period Ended:    March 31, 2000

         [  ] Transition Report on Form 10-K
         [  ] Transition Report on Form 20-F
         [  ] Transition Report on Form 11-K
         [  ] Transition Report on Form 10-Q
         [  ] Transition Report on Form N-SAR

         For the Transition Period Ended:

- --------------------------------------------------------------------------------

         Read attached Instruction sheet before preparing form. Please print or
type.

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

- --------------------------------------------------------------------------------

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

- --------------------------------------------------------------------------------

PART 1 - REGISTRANT INFORMATION

- --------------------------------------------------------------------------------

Full name of Registrant: VPN COMMUNICATIONS CORPORATION

Former name if applicable: NOT APPLICABLE

Address of Principal Executive Office

                         3200 BRISTOL STREET, SUITE 725
                                Street and Number

                          COSTA MESA, CALIFORNIA 92626
                            City, State, and Zip Code

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PART II - RULES 12B-25 (b) AND (C)

- --------------------------------------------------------------------------------

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b - 25(b), the following
should be completed. (Check box if appropriate)

     (a) The reasons described in reasonable detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;


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[X]      (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion there of
will be filed on or before the fifth calendar day following the prescribed due
date; and

          (c) The accountant's statement or other exhibit required by Rule
12b-25c has been attached if applicable.

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PART III - NARRATIVE

- --------------------------------------------------------------------------------

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof could not be filed within the
prescribed period.

         Management's Discussion and Analysis of Financial Condition and Results
of Operation, as related to the registrant's financial information, certain of
the financial information itself, and certain aspects of the description of its
current operations will not be completed in sufficient time to file the
Quarterly Report on Form 10-QSB for the period ended March 31, 2000 by May 15,
2000.

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PART IV- OTHER INFORMATION

- --------------------------------------------------------------------------------

     (1) Name and telephone number of person to contact in regard to this
notification:  E. G. MARCHI                      (714)         540-4444
               -----------------------------------------------------------------
                  Name                        (Area Code) (Telephone Number)

     (2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

[X] Yes  [  ]  No

     (3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

[  ]  Yes         [X] No

         If so: attach an explanation of the anticipated change, both
narratively and quantitively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

                          VPN COMMUNICATIONS CORPORATION
                   -------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


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                                    VPN COMMUNICATIONS CORPORATION

Date:    May 16, 2000               by:     /S/  E. G. MARCHI
                                            ---------------------
                                                     E. G. Marchi
                                                     President

INSTRUCTION:  The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.


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