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 December 31, 2001

                         Commission File No. 000-26523

                         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.)

                             3941 S. Bristol Unit E
                           Santa Ana, California 92704
                        ---------------------------------
                    (Address of Principal Executive Offices)

        Registrant's telephone number including area code: (480) 797-3434
                                 ---------------

                 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: 5,787,043 as of February 8,
2002.

                      Transitional Small Disclosure Format

                                  Yes No / X /



<PAGE>



PART I

Item 1.  FINANCIALS



                         VPN COMMUNICATIONS CORPORATION
                                  BALANCE SHEET
                                DECEMBER 31, 2001

                                     ASSETS
                                     ------
CURRENT ASSETS:
              Cash & cash equivalent                                $        40

OTHER ASSETS                                                                 36

                                                                    $        76



                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES:
              Accounts payable                                      $    26,795
              Accrued expenses                                           37,542
              Notes payable -Related parties                             27,248
              Note payable - Management Company                          19,000
              Convertible note- Management Company                      372,565
                          Total current liabilities                     483,150

COMMITMENT

STOCKHOLDERS' DEFICIT
              Common stock, $.001 par value;
              50,000,000 shares authorized;
              3,155,944 shares issued and outstanding                     5,787
              Additional paid in capital                              2,076,891
              Shares to be issued                                        22,044
              Investment in a joint venture                            (360,000)
              Accumulated deficit                                    (2,227,796)
                          Total stockholders' deficit                  (483,074)
                                                                    $        76



<PAGE>


                         VPN COMMUNICATIONS CORPORATION
                            STATEMENTS OF OPERATIONS
          FOR THE THREE MONTH PERIODS ENDED DECEMBER 31, 2001 AND 2000

                                                        2001            2000
                                                    -----------     -----------

Net revenue                                         $         0     $         0
                                                    -----------     -----------

Cost of revenue                                               0           8,474
                                                    -----------     -----------

Gross loss                                                    0          (8,474)
                                                    -----------     -----------

Total Operating Expenses                                 58,591         111,200

Loss from Operations                                    (58,591)       (119,674)

Non-Operating Income (expense):
              Interest expense                           (2,312)         (6,454)
              Gain on sale of assets                          0           1,004
                                                    -----------     -----------
Total Non-Operating Income (Expenses)                    (2,312)         (5,450)

Net loss before income tax                              (60,903)       (125,124)

Provision for income tax                                    800           1,600


Net loss                                            $   (61,703)    $  (126,724)

Basic & diluted weighted average number of
    common stock outstanding*                         4,515,304         714,231

Basic and diluted net Loss per share                $     (0.01)    $     (0.18)


*    The Basic and diluted weighted average number of common stock outstanding
     have been adjusted retroactively to effect a reverse stock split of 1:9 on
     September 14, 2001.

     Weighted average number of shares used to compute basic and diluted loss
     per share is the same since the effect of dilutive securities is
     antidilutive.




<PAGE>
<TABLE>
<CAPTION>

                                          VPN COMMUNICATIONS CORPORATION
                                              STATEMENTS OF CASH FLOWS
                            FOR THE THREE MONTH PERIODS ENDED DECEMBER 31, 2001 AND 2000


                                                                                      2001                2000
                                                                                   ---------            ---------
<S>                                                                               <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Loss                                                                     $ (61,703)           $(126,724)
      Adjustments to reconcile net loss to net cash provided by
      (used in) operating activities:
               Depreciation and amortization                                            --                  3,930
                                                                                   ---------            ---------
               Issuance of shares for consulting services                               --                411,633
                                                                                   ---------            ---------
               (Increase) / decrease of:
                         Prepaid expenses                                               --                 40,481
                                                                                   ---------            ---------
                         Other assets                                                    (21)                --
                                                                                   ---------            ---------
               Increase of accounts payable & accrued expenses                         3,195              109,965
               Net cash provided by (used in) operating activities                   (58,529)             439,285

CASH FLOWS FROM FINANCING ACTIVITIES:
               Net proceeds from notes payable                                          --                  1,000
                                                                                   ---------            ---------
               Increase in note payable-management company                            58,400                 --
               Payments of notes payable-related party                                  --               (434,524)
                                                                                   ---------            ---------
               Net cash used in financing activities                                  58,400             (433,524)

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                      (129)               5,761

CASH & CASH EQUIVALENTS, BEGINNING                                                       169                1,399

CASH & CASH EQUIVALENTS, ENDING                                                    $      40            $   7,160

SUPPLEMENTAL INFORMATION:

      CASH PAID FOR INTEREST                                                       $    --              $    --
                                                                                   ---------            ---------
      CASH PAID FOR INCOME TAXES                                                   $    --              $    --
                                                                                   ---------            ---------
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITY

(1)  The company settled debts amounting $22,044 for 368,901 shares to be issued
     at the prevailing market price during the three month period ended December
     31, 2001.

(2)  The company issued 7,708,104 shares for cancellation of debt totaling
     $411,634 during the three month period ended December 31, 2000.

(3)  The Company issued 3,000,000 shares valued at $360,000 as an investment in
     a joint venture. on November 16, 2001.



<PAGE>



                  VPN COMMUNICATION CORPORATION AND SUBSIDIARY
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Organization and Nature of Operation

VPN Communication Corporation (the "Company") was organized November 29, 1986,
under the laws of the state of Nevada, as Fernwood Financial, Inc. In 1988, the
Company merged with Mimetics, Inc., a California Corporation and changed its
name to Exhibitronix, Inc. In 1990-1991, the Company became insolvent and
disposed of all of its assets to satisfy its creditors. From 1991 until June 30,
2000 the Company had no operations. On March 14, 2000, the Company changed its
name from Exhibitronix, Inc. to VPN Communications Corporation.

Pursuant to a reorganization agreement dated April 19, 2000, the Company
acquired one hundred percent (100%) of the common shares of VPNCOM.Net
Corporation (VPN). VPNCOM.Net Corporation, formerly "City Pacific International
USA, Inc.", was incorporated in the state of Nevada on July 15,1997 to provide
telecommunications products and services for commercial and residential
customers and clientele, directly or through joint ventures with strategic
partners. On August 7, 2001, the Company sold the its subsidiary, VPN, for $1.00
with an agreement that the purchaser will assume any obligations, debts and
liabilities of VPN.

Principles of Consolidation

The accompanying unaudited financial statements as on and for the period ended
December 31, 2001, include accounts of the Company, whereas the unaudited
consolidated financial statements for the period ended December 31, 2000 include
the accounts of the Company and its 100% wholly owned subsidiary, VPN. All
significant inter-company accounts and transactions have been eliminated in
consolidation.

Basis of Preparation:

The accompanying unaudited condensed consolidated interim financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission for the presentation of interim financial
information, but do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. The
audited consolidated financial statements for the two years ended September 30,
2001 was filed on January 11, 2002 with the Securities and Exchange Commission
and is hereby referenced. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended December 31, 2001 are not necessarily
indicative of the results that may be expected for the year ended September 30,
2002.

Recent Pronouncements:

On July 20, 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." These statements make
significant changes to the accounting for business combinations, goodwill, and
intangible assets.

SFAS No. 141 establishes new standards for accounting and reporting requirements
for business combinations and will require that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
Use of the pooling-of-interests method will be prohibited. This statement is
effective for business combinations completed after June 30, 2001.

SFAS No. 142 establishes new standards for goodwill acquired in a business
combination and eliminates amortization of goodwill and instead sets forth
methods to periodically evaluate goodwill for impairment. Intangible assets with
a determinable useful life will continue to be amortized over that period. This
statement becomes effective January 1, 2002.

<PAGE>



                  VPE COMMUNICATION CORPORATION AND SUBSIDIARY
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


Management is in the process of evaluating the requirements of SFAS No. 141 and
142, but does not expect these pronouncements will materially impact the
Company's financial position or results of operations.

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligations". SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. The impact of
the adoption of SFAS 143 on the Company's reported operating results, financial
position and existing financial statement disclosure is not expected to be
material.

In August 2001, Statement of Financial Accounting Standards No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), was issued.
This statement addresses financial accounting and reporting for the impairment
or disposal of long-lived assets and broadens the definition of what constitutes
a discontinued operation and how the results of a discontinued operation are to
be measured and presented. The provisions of SFAS 144 are effective for
financial statements issued for fiscal years beginning after December 15, 2001.
The impact of the adoption of SFAS 144 on the Company's reported operating
results, financial position and existing financial statement disclosure is not
expected to be material.

In January 2001, the Financial Accounting Standards Board Emerging Issues Task
Force issued EITF 00-27 effective for convertible debt instruments issued after
November 16, 2000. This pronouncement requires the use of the intrinsic value
method for recognition of the detachable and imbedded equity features included
with indebtedness, and requires amortization of the amount associated with the
convertibility feature over the life of the debt instrument rather than the
period for which the instrument first becomes convertible. Management is in the
process of evaluating the requirements of EITF 00-27, but does not expect this
pronouncement will materially impact the Company's financial position or results
of operations.

2. DISPOSAL OF SUBSIDIARY

On August 7, 2001, the Company sold its subsidiary, VPNCOM.NET to VCC
Corporation for $1.00. The purchaser agreed to assume all obligations, debts and
liabilities. The total value of the assets was $8,879 and the total liability
was $645,079 for VPNCOM.NET as of August 7, 2001.

3. RESCISION OF ACQUISITION

On August 1, 2001 the Company entered into an agreement to purchase all of the
outstanding shares (12,000,000 shares of common stock) of Omnetrix International
of Colorado (OMXI). The Company was to exchange shares with the shareholders of
OMXI on a one for one basis after a 9:1 reverse split of the Company's shares is
accomplished. On October 25, 20001, the Company rescinded the reverse
acquisition of Omnetrix International, a Colorado Corporation. All the stock
that were to be issued to the shareholders of OMXI and were held by the stock
transfer agent of the Company, in connection with the acquisition were
cancelled.

4. NOTES PAYABLE - RELATED PARTIES

Notes payable consist of amounts payable to affiliated companies and
shareholders. Notes are due on demand, unsecured and carry the interest rates of
10% or 12% per year. Interest expenses for the period ended December 31, 2001
and 2000 was $ 2,312 and $6,454, respectively.

<PAGE>


                  VPE COMMUNICATION CORPORATION AND SUBSIDIARY
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


During the year ended September 30, 2001, the Company settled debts amounting to
$22,044 for 368,901 common shares to be issued. The valuation of the shares to
be issued was based upon market value of the common stock at the time of the
consummation of the transaction.

The Company has a note payable amounting to $19,000 payable to the management
Company. The note is due by June 15, 2002, bears an interest rate of 10% per
annum and is unsecured. The Company has a convertible promissory note payable
amounting to $372,565 payable to the management Company. The note is due by
January 20, 2002, bears an interest rate of 9% per annum and is unsecured. After
the due date, the payee has the option to convert in whole or in part at any
time at the payee's discretion, in the form of shares of common stock of the
Company the note into common shares of the Company at $.06 per share.

5.  COMMITMENT

The Company has entered into agreements with Securities Compliance Control, LLC
(SCC), a related party, whereby, SCC agrees to provide certain consulting
services for a term of three years beginning on July 1, 2000 and ending on July
1, 2003. SCC was paid a retainer of $25,000 plus 20,000 shares of the company's
common stock. Future compensation will be paid based upon number of hours of
services provided at a predetermined rate plus 20,000 shares of the company's
Common stock registered under S-8 registration, per month for the duration of
the contract. The S-8 stock will be nondilutive, regardless of recapitalization,
reconstruction or reorganization.

SCC may elect to receive compensation in all or in part, in the form of stock at
85% of the trading price of each share as of one week prior to submission of
monthly invoice to the Company.

6.  INVESTMENT IN JOINT VENTURE

The Company issued 3,000,000 shares of its common stock as an investment towards
a joint venture, A.M.F.S. Limited (AMFS), on November 9, 2001. The Joint venture
is between the Company and Investors Millennium Management, Inc. (IMMI) for the
purpose of providing financial enhancement for qualified strategic partners and
introducing such entities to sources for them to access and acquire working
capital. The joint venture is for a period of ten years from the date of the
joint venture agreement. IMMI shall contribute its client database, consulting
expertise and the relevant business contacts and sources, as well its systems
and procedures. The profit and loss of the venture will be equally shared by
both parties. IMMI will also act as the venture manager and will be compensated
at $5,000 per month plus reasonable expenses and costs incidental to the
performance of its duties. The Company has reflected the investment in the joint
venture in the financial statements at December 31, 2001, as a contra equity
item since the joint venture's only asset is the Company's own common stock.

7. GOING CONCERN UNCERTAINTY

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of the
Company as a going concern. However, the Company has incurred net losses from
inception to December 31, 2001 of $2,227,796. The continuing losses have
adversely affected the liquidity of the company. Losses are expected to continue
for the immediate future. The Company's current liabilities exceed its total
assets by $483,074. The Company faces continuing significant business risks,
including, but not limited to, its ability to maintain vendor and supplier
relationships by making timely payments when due.

<PAGE>



                  VPE COMMUNICATION CORPORATION AND SUBSIDIARY
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS



In view of the matters described in the preceding paragraph, recoverability of a
major portion of the recorded asset amounts shown in the accompanying balance
sheet is dependent upon continued operations of the Company, which in turn is
dependent upon the Company's ability to raise additional capital, obtain
financing and succeed in its future operations. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern. The Company is actively pursuing
additional funding and potential merger or acquisition candidates and strategic
partners which would enhance stockholders' investment. Management believes that
the above actions will allow the Company to continue operations through the next
fiscal year.



<PAGE>


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

     The discussion and financial statements contained herein are for the three
months and the nine months ended December 31, 2001 and December 31, 2000. The
following discussion regarding the financial statements of the Company should be
read in conjunction with the financial statements of the Company included
herewith.

OVERVIEW

     On August 7, 2001 the Company signed an agreement to sell to VCC
Corporation, an unrelated entity, 1,500 shares, which constitutes all of the
issued shares, of the Company's wholly owned Subsidiary VPNCOM.net (the
Subsidiary).

     The Company received, in exchange for the Subsidiary, $1 and the
assumption, by VCC Corporation, of all of the outstanding liabilities of the
Subsidiary. The total value of the assets was $8,879 and the total liability was
$645,079 for the Subsidiary as of August 7, 2001. As of the date of this
transaction the Subsidiary has no on-going revenue and has produced no profit.

     On August 1, 2001 the Company executed an agreement to purchase all of the
outstanding shares of Omnetrix International of Colorado (OMXI). The Company was
to exchange shares with the shareholders of OMXI on a one for one basis after a
1:9 reverse split of the Company's shares was accomplished.

     On October 25, 20001, the Company rescinded the reverse acquisition of
OMXI. All the stock that was to be issued to the shareholders of OMXI and was
being held by the stock transfer agent of the Company, in connection with the
acquisition was cancelled.

(A) PLAN OF OPERATIONS

     The Company expects to require minimal cash during the next three to nine
months. The Company will depend on management for what funding is necessary.
There is no assurance the Company will be successful in raising additional
capital. However, the Company is actively seeking both institutional debt and
private equity financing to assure that it will be capable of financing the
continuation of the business. Should the Company fail to raise additional
funding, it could be forced to curtail or even cease operations altogether.

     The Company expects, for the foreseeable future, to have, insufficient
capital with which to provide merger or acquisition candidates with substantial
cash or other assets. Management believes, however, that the Company offers
owners of potential merger or acquisition candidates the opportunity to acquire
a controlling ownership interest in a public company at substantially less cost
than would be required for them to conduct an initial public offering. Merger or
acquisition candidate will, however, incur significant post-merger or
post-acquisition registration costs in the event the candidate company's
shareholders wish to offer a portion of their shares for subsequent sale.

     On November 9, 2001 the company entered into a joint venture to support the
financing and development of emerging companies. The Company owns 50% of the
joint venture: A.M.F.S. Limited. In return for its 50% share the Company
contributed 3,000,000 shares of its common stock, $0.001 par value. This stock
will be used by the joint venture to guarantee loans made to unrelated third
parties engaged in the targeted industries. As discussed earlier in the
Company's Form 10KSB filed with the Securities and Exchange Commission on
January 16, 2001, the joint venture partner is Investors Millennium Management,
Inc.

     It is the Company's intention to seek opportunities to form joint ventures
with other individuals or entities for the purpose of assisting in the financial
development of emerging companies.

     With the exception of the joint ventures, management does not anticipate
the Company will earn any revenue except a minimal amount of interest until the
conclusion of a merger or acquisition. There can be no assurance that the
Company will enter any such merger or acquisition or that such transaction will
prove profitable to the Company or its stockholders.

<PAGE>


(B) RESULTS OF OPERATIONS

     The Company has generated little or no revenue and does not anticipate
generating any material revenues apart from that generated by joint ventures
into which the Company has entered and into which it may enter. At the present
time, the Company's only cash requirements are for rent and salaries. The
Company's sole source of capital during the three months ended December 31,
2001, was investment capital provided by related parties and third parties. The
Company anticipates that it will require additional capital contributions to
fund its operations during the next fiscal quarter ending March 31, 2002. The
Company intends to seek investors for additional capital for continued
operations. In addition, the Company is actively seeking institutional type
investors as a source of funding. In the event the Company does not attract such
capital, and is unable to generate revenues sufficient to support its expenses,
it would be required to eventually curtail or even cease operations. The
Company's substantial financial losses since its inception have raised a
substantial doubt with the Company's auditors as to the Company's ability to
continue as a going concern.


<PAGE>


     The following table sets forth, for the periods indicated, selected
financial information for the Company:

                                                       THREE MONTHS ENDED
                                                           December 31

                                                      2001                2000
  -------------------------------------------------------           ----------
Total revenue                                           $0                  $0

Cost of revenue                                         $0              $8,474
  --------------------------------------------------------          ----------
Gross loss                                              $0             ($8,474)

Total Operating Expenses                           $58,591            $111,200

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

Loss from operations                              ($58,591)          ($119,674)

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

  Interest expense                                 ($2,312)            ($6,454)

  Gain on sale of assets                                $0              $1,004

  --------------------------------------------------------          ----------
Loss before taxes                                 ($60,903)          ($125,124)

  --------------------------------------------------------          ----------
Provision for Income Taxes                            $800               $1600

  --------------------------------------------------------          ----------
Net loss                                          ($61,703)          ($126,724)

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

THREE MONTHS ENDED DECEMBER 31, 2001 AS COMPARED TO THREE MONTHS ENDED
DECEMBER 31, 2000

     REVENUES AND COST OF REVENUES.

     The Company had no revenues for either the three months ended December 31,
2001 or for the corresponding period a year ago. The Company incurred revenue
costs of $0 for the quarter ended December 31, 2001, as compared to $8,474 for
the quarter ended December 31, 2000. The Company was still in the process of
winding down its operations in the quarter that ended December 31, 2000. That
winding down was completed and other operations have not yet begun. This
accounts for the decrease to zero in cost of revenue over the two periods.

       GENERAL, ADMINISTRATIVE, AND SELLING EXPENSES.

       Operating expenses were $58,591 for the quarter ended December 31, 2001,
as compared to $119,674 for the quarter ended December 31, 2000. The decrease in
operating expenses was due to a decrease in the overall operations in the
period, as compared to the same period last year. The Company operated at a
minimum level of activity in the period ended December 31, 2001.

<PAGE>


     INTEREST EXPENSE.

     The  Company  had $2,312 of interest  expense  for the three  months  ended
December  31, 2001 as  compared  to an interest  expense of $6,454 for the three
months ended  December  31,  2000.  Debt has been  substantially  reduced.  Such
interest as does accrue is largely as a result of  convertible  notes  issued as
payment to the management  with which the Company has contracted to conduct some
of its affairs.


     INCOME (LOSS) BEFORE TAXES.

     The Company has a loss before  taxes of $60,903 for the three  months ended
December  31, 2001 as compared to a loss before  taxes of $125,124 for the three
months ended  December 31, 2000.  The decrease in loss  reflects the decrease in
operations in the comparative periods.

     TAXES ON INCOME.

     Income tax provision for the three months ended December 31, 2001 were $800
as compared to income tax provision of $1600 for the three months ended December
31, 2000.  The provision is for minimum state income taxes required in the state
of California.

     NET INCOME/LOSS

     The Company had a net loss of $61,703 for the quarter  ended  December  31,
2001 as compared to a net loss of $126,724  for the quarter  ended  December 31,
2000.  The  decrease in loss is  attributed  to reduced  costs  associated  with
minimal operations.

     LIQUIDITY AND CAPITAL RESOURCES

     The Company has  virtually  no assets and,  $483,150 in  liabilities  as of
December  31,  2001.  It is and has been  dependent  upon its  officers  for its
minimal cash requirements.  Management anticipates operational costs will remain
limited until such time as a merger or acquisition is entered into. There can be
no assurance  that funds that are  necessary for day to day  operations  will be
available to the Company on acceptable terms or at all.

The Company has no long-term capital commitments.

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 December 31, 2001.

Item 5.   OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

<PAGE>


(a)  Exhibits:

Exhibit  99.1 Press Release announcing the Acquisition of Omnetrix
         International. - Previously filed and herewith incorporated by
         reference.

(b)    Reports on Form 8-K.

August 13, 2001 Current Report filed on Form 8-K announcing the acquisition of
         Omnetrix International of Colorado, the Recission of the Enforceable
         Letter of Intent to sell the Company's wholly owned subsidiary,
         VPNCOM.net to Mr. Paul Stevens, a related party; and the sale of
         VPNCOM.net to VCC Corporation.

November 7, 2001 Current Report filed on Form 8-K announcing the Recission of
the acquisition of Omnetrix International of Colorado.

                                 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:  February 12, 2002
                                     By: /S/ E.G. Marchi
                                     -------------------------------------
                                             E. G. Marchi
                                             Director, President and
                                             Chief Executive Officer

Date:  February 12, 2002
                                     By: /S/ Ken Gough
                                     -------------------------------------
                                              Ken Gough
                                              Director
Date:  February 12, 2002
                                     By: /S/ Henry Smith
                                     -------------------------------------
                                              Dr. Henry Smith
                                              Director