<PAGE>
                      SECURITIES & EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM 10-QSB
               Annual Report Pursuant to Section 13 or 15 (d)
                   of the Securities Exchange Act of 1934

For the Quarter Ended                                  Commission File No.
---------------------                                  --------------------
     March 31, 2000                                        33-19345-LA

                       VPN Communications Corporation
                      --------------------------------
               (Name of small business issuer in its charter)

              Nevada                                       93-0943718
--------------------------------                        -------------------
(State or other jurisdiction of                        (IRS Employer
  incorporation or organization)                        Identification No.)

                       3200 Bristol Street, Suite 725
                        Costa Mesa, California 92626
                     ---------------------------------
                  (Address of Principal Executive Offices)

Registrant's telephone number including area code:          (714) 540-4444
                                                            ---------------

                            Former name, former address, and former fiscal
      year end, if changed since last report.                          N/A

     Check whether the issuer (1) filed all report required to be filed
with Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days.

     Yes      X          No
          ---------           ----------
Applicable only to issuers involved in bankruptcy proceedings during the
proceeding five years.

Check whether the registrant filed all document and report required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

   N/A

Applicable only to corporate issuers.

State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date: 7,723,080 as of May 15,
2000.

Transitional Small Disclosure Format

     Yes      X          No
          ---------           ----------



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                       VPN Communications Corporation

                             TABLE OF CONTENTS

PART I    FINANCIAL STATEMENTS

     ITEM 1.   FINANCIAL STATEMENTS (Unaudited)

          Accountant's Review Report . . . . . . . . . . . . . . . . . . .3

          Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . .4

          Statements of Operations . . . . . . . . . . . . . . . . . . . .5

          Statements of Cash Flows . . . . . . . . . . . . . . . . . . . .6

          Notes to Financial Statements. . . . . . . . . . . . . . . . . .7

ITEM 2    MANAGEMENT DISCUSSION AND FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . .9

PART II   OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . .9

               SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . 11


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[Letterhead]
                           Schvaneveldt & Company
                        Certified Public Accountant
                     275 East South Temple, Suite #300
                         Salt Lake City, Utah 84111
                               (801) 521-2392

Darrell T. Schvaneveldt, C.P.A.


Board of Directors
VPN Communications Corporation


I have reviewed the accompanying balance sheets, of VPN Communications
Corporation, as of March 31, 2000, and for the three months period then
ended.  These financial statements are the responsibility of the Company's
management.

I conducted my review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, I do not express such an
opinion.

Based on my review, I am not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.


/S/ Schvaneveldt & Company
Salt Lake City, Utah 84111
May 22, 2000


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                       VPN Communications Corporation
                               Balance Sheets
              March 31, 2000 (Unaudited) and December 31, 1999
<TABLE>
<CAPTION>

                                                          2000        1999
                                                     ----------  ----------
<S>                                                  <C>         <C>
     Assets

Current Assets
--------------

  Cash                                               $     -0-   $     -0-
                                                     ----------  ----------
     Total Current Assets                            $     -0-   $     -0-
                                                     ==========  ==========

     Liabilities & Stockholders' Equity

Current Liabilities
-------------------

  Accounts Payable                                   $   4,371   $   4,371
  Due Officers                                           2,493       2,493
                                                     ----------  ----------
     Total Current Liabilities                           6,864       6,864

Stockholders' Equity
--------------------

  Common Stock 50,000,000 Shares Authorized at
   $.001 Par Value 6,428,078 Shares Issued &
   Outstanding Retroactively Restated                    6,428       6,428
  Paid In Capital                                      125,871     125,871
  Retained Earnings (Deficit)                        ( 139,163)  ( 139,163)
                                                     ----------  ----------
     Total Stockholders' Equity                      (   6,864)  (   6,864)
                                                     ----------  ----------
     Total Liabilities & Stockholders' Equity        $     -0-   $     -0-
                                                     ==========  ==========


</TABLE>

           See accountant's review report and accompanying notes
                                     4

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                       VPN Communications Corporation
                    Statements of Operations (Unaudited)
             For the Period January 31, 2000 and March 31, 2000
              and the Period January 1, 1999 to March 31, 1999
<TABLE>
<CAPTION>

                                                          2000        1999
                                                     ----------  ----------
<S>                                                  <C>         <C>
Revenues                                             $     -0-   $     -0-
--------                                             ----------  ----------

Expenses
--------

  Professional Fees                                        -0-       1,632
                                                     ----------  ----------
     Total Expenses                                        -0-       1,632
                                                     ----------  ----------
     Net Loss                                        $     -0-   ($  1,632)
                                                     ==========  ==========
     Loss Per Share                                  (    0.00)  (    0.00)

     Weighted Average Shares Outstanding             6,428,078   6,428,078


</TABLE>

           See accountant's review report and accompanying notes
                                     5

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<PAGE>
                       VPN Communications Corporation
                    Statements of Cash Flows (Unaudited)
              For the Period January 1, 2000 to March 31, 2000
              and the Period January 1, 1999 to March 31, 1999
<TABLE>
<CAPTION>

                                                          2000        1999
                                                     ----------  ----------
<S>                                                  <C>         <C>
Cash Flows from Operating Activities
------------------------------------

  Net Loss                                                 -0-   ($  1,632)
  Changes in Operating Liabilities:
   Increase (Decrease) in Accounts Payable                 -0-   (     228)
   Increase Due Officers                                   -0-       1,860
                                                     ----------  ----------
      Net Cash Used by Operating Activities                -0-         -0-

Cash Flows from Investing Activities                       -0-         -0-
------------------------------------

Cash Flows from Financing Activities
------------------------------------

  Sale of Common Stock                                     -0-         -0-
                                                     ----------  ----------
      Net Cash Provided by Financing Activities            -0-         -0-
                                                     ----------  ----------

      Increase in Cash Equivalents                         -0-         -0-

      Cash at Beginning of Period                          -0-         -0-
                                                     ----------  ----------
      Cash at End of Period                          $     -0-   $     -0-
                                                     ==========  ==========
Disclosures from Operating Activities
-------------------------------------

  Interest                                           $     -0-   $     -0-
  Taxes                                                    -0-         -0-

</TABLE>

           See accountant's review report and accompanying notes
                                     6

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                       VPN Communications Corporation
                 Notes to Financial Statements (Unaudited)

NOTE #1 - Organization
----------------------

The Company was incorporated on November 29, 1986, as Fernwood Financial,
Inc., under the laws of the state of Nevada. In 1988, the Company merged
with Mimetics, Inc., a California Corporation and changed its name to
Exhibitronix, Inc.  On April 19, 2000, the Company entered into an
agreement to acquire all of the capital stock of VPNCOM.NET Corporation
("VCNC"), which became a wholly owned subsidiary of the Company.  On March
14, 2000 the Company changed its name to VPN Communications Corporation.

NOTE #2 - Significant Accounting Policies
-----------------------------------------

A.   The Company uses the accrual method of accounting.
B.   Revenues and directly related expenses are recognized in the period
     when the goods are shipped to the customer.
C.   The Company considers all short term, highly liquid investments that
     are readily convertible, within three months, to known amounts as cash
     equivalents.  The Company currently has no cash equivalents.
D.   Primary Earnings Per Share amounts are based on the weighted average
     number of shares outstanding at the dates of the financial statements.
     Fully Diluted Earnings Per Shares shall be shown on stock options and
     other convertible issues that may be exercised within ten years of the
     financial statement dates.
E.   Inventories:   Inventories are stated at the lower of cost, determined
     by the FIFO method or market.
F.   Consolidation Policies:  The accompanying consolidated financial
     statements include the accounts of the company and its majority -
     owned subsidiary. Inter-company transactions and balances have been
     eliminated in consolidation.
G.   Depreciation:   The cost of property and equipment is depreciated over
     the estimated useful lives of the related assets. The cost of
     leasehold improvements is depreciated (amortized) over the lesser of
     the length of the related assets or the estimated lives of the assets.
     Depreciation is computed on the straight line method for reporting
     purposes and for tax purposes.
H.   Estimates:  The preparation of the financial statements in conformity
     with generally accepted accounting principles requires management to
     make estimates and assumptions that affect the amounts reported in the
     financial statements and accompanying notes.  Actual results could
     differ from those estimates.


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                       VPN Communications Corporation
           Notes to Financial Statements (Unaudited) -Continued-

NOTE #3 - Statement Preparation
-------------------------------

The Company has prepared the accompanying financial statements with interim
financial reporting requirements promulgated by the Securities & Exchange
Commission.  The information furnished reflects all adjustments which are,
in the opinion of management, necessary for a fair presentation of
financial position and results of operations.

The financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's 1999 10-K report.

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Item 2.  Management's Discussion and Analysis or Plan of Operation
------------------------------------------------------------------

As of March 31, 2000, the Company had no operations, no assets or
liabilities and was dependent upon its officers for its cash requirements.
On April 19, 2000, the Company entered into an agreement to acquire all of
the capital stock of VPNCOM.NET Corporation ("VCNC"), which became a wholly
owned subsidiary of the Company.  The selling stockholders of VCNC
consisted of E.G. Marchi, a Director and President of the Company, Theodore
A. Bohrer, a Director, Secretary and Principal Financial and Accounting
Officer of the Company and Richard E. Floegel, a party otherwise unrelated
to the Company.  VCNC is a provider of integrated communications involving
the provision of virtual private network and Internet solutions for
corporations and multi-dwelling unit properties and entities.  All assets
of VCNC, including, but not limited to, its tangible assets, such as
computers, servers, and related telecommunications equipment, as well as
its non-tangible assets, such as contracts, on-going business
relationships, and "goodwill,' are included in the acquisition.  In
exchange for the stock of VCNC, the Company issued 1,500,000 shares of its
Common Stock to the selling stockholders of VCNC.  The valuation of the
exchange was based upon VCNC's historical financial statement, assets and
liabilities, historical operations, and the value of the Common Stock of
the Company at the time negotiations began, with a 15% discount from the
then market price of the Common Stock in consideration of the restricted
nature of the securities issued.


                                  PART II

                             OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS
---------------------------

     None

Item 2.   CHANGES IN SECURITIES
-------------------------------

     None

Item 3.   DEFAULTS UPON SENIOR SECURITIES
-----------------------------------------

     None

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------

     No matter was submitted to a vote of the security holders of the Company
during its fiscal quarter ended March 31, 2000.

Item 5.   OTHER INFORMATION
---------------------------

     Not Applicable

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

(a)  Exhibits:

*  Exhibits filed herewith.  Other exhibits are incorporated by reference to
previous filings.

     10.1 Agreement and Plan of Reorganization, dated April 19, 2000, by and
among the Company, VPNCOM.NET Corporation and the stockholders of VPNCOM.NET
Corporation, E.G. Marchi, Theodore A. Bohrer and Richard E. Floegel, which
was filed with the Securities and Exchange Commission on May 3, 2000 as an
Exhibit to Form 8-K, is hereby incorporated by this reference.

     27.1*     Financial Data Schedule.

     1    Reports on Form 8-K.

     On March 14, 2000, the Company filed a report on Form 8-K which
     disclosed the change of control of the Company, change of the name of
     the Company from Exhibitronix, Inc. to VPN Communications Corporation,
     and election of new Directors and Executive Officers of the Company.

     On May 3, 2000, the Company filed a report on Form 8-K which disclosed
     the Agreement and Plan of Reorganization , dated April  19, 2000,
     entered into by and between the Company, VPNCOM.NET Corporation and the
     stockholders of VPNCOM.NET Corporation, E.G. Marchi, Theodore A. Bohrer
     and Richard E. Floegel, whereby the Company agreed to purchase all of
     the capital stock of VPNCOM.NET Corporation.


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                                 SIGNATURES

   In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                     VPN Communications Corporation


Date:  May 19, 2000
                                     By: /S/ E.G. Marchi
                                     -------------------------------------
                                     E. G. Marchi
                                     Director and President


Date:  May 19, 2000                  By: /S/ Theodore A. Bohrer
                                     -------------------------------------
                                     Theodore A. Bohrer
                                     Director, Secretary and Principal
                                     Financial and Accounting Officer






                                     11
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