UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  Form 10-Q


 [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 2005

                                      OR

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934
      For the transition period from _______________ to _______________


                      Commission File Number 000-13225


                                  VPGI CORP.
            ------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


                 Texas                                75-1975147
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
   incorporation or organization)

            P.O. Box 802808                              75380
             Dallas, Texas                             (Zip Code)
 (Address of principal executive offices)

                                (214) 263-3122
             (Registrant's telephone number, including area code)


      Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act
 of 1934 during the preceding 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 ___

      Indicate by check mark whether the Registrant is an accelerated filer
 (as defined in rule 12b-2 of the Exchange Act).   YES        NO  X

      At April 30, 2005, there were 6,162,120 shares of Registrant's common
 stock outstanding.

<PAGE>

                           GENERAL INDEX
                                                                   Page
                                                                  Number
 ---------------------------------------------------------------------------

                              PART I.
                       FINANCIAL INFORMATION


 ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS.....................    3

 ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS...................   10

 ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES
           ABOUT MARKET RISK.....................................   13

 ITEM 4.   CONTROLS AND PROCEDURES...............................   13


                             PART II.
                         OTHER INFORMATION

 ITEM 6.   EXHIBITS..............................................   13

 SIGNATURES......................................................   14

 EXHIBIT INDEX ..................................................   14

<PAGE>

                       PART I  -  FINANCIAL INFORMATION

 ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS

 VPGI CORP. and Subsidiaries
 Consolidated Balance Sheets

                                                    March 31        June 30
                                                      2005            2004
                                                   -----------    -----------
                                                   (Unaudited)
            ASSETS

 CURRENT ASSETS
   Cash and cash equivalents                      $    211,598   $          -
   Trade accounts receivable, net                       27,111              -
                                                   -----------    -----------
     Total current assets                              238,709              -

 OTHER ASSETS
   Pension Surplus                                      49,972         49,972
                                                   -----------    -----------
     Total other assets                                 49,972         49,972
                                                   -----------    -----------
     Total assets                                 $    288,681   $     49,972
                                                   ===========    ===========
<PAGE>

 VPGI CORP. and Subsidiaries
 Consolidated Balance Sheets

                                                    March 31        June 30
                                                      2005            2004
                                                   -----------    -----------
                                                   (Unaudited)
     LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
   Note payable, net of deferred loan costs       $    642,372   $          -
   Accrued expenses                                     86,078              -
                                                   -----------    -----------
     Total current liabilities                         728,450              -
                                                   -----------    -----------

     Total liabilities                                 728,450              -

 STOCKHOLDERS' EQUITY

   Preferred stock, cumulative, $1.00
     par value; 1,000,000 shares authorized:
       Series A, 30,000 shares issued and
         outstanding (liquidation preference
         of $30,000)                                    30,000         30,000
       Series H, 2 shares issued and outstanding
         (liquidation preference of $50,000)                 2              2
       Series K, 20 shares issued and outstanding
         (liquidation preference of $500,000)               20             20
       Series 2002-G, 196 shares issued and
         outstanding (liquidation preference
         of $4.9 million)                                  196            196
       Series 2004-L, 175 shares issued and
         outstanding (liquidation preference
         of $1.75 million)                                 175              -

   Common stock, $.001 par value; 80,000,000
     shares authorized; 6,162,120 and 5,242,120          6,162          5,242
     shares issued and outstanding at March 31,
     2005 and June 30, 2004, respectively
   Additional paid in capital                       60,417,211     60,356,529
   Accumulated deficit                             (60,893,535)   (60,342,017)
                                                   -----------    -----------
     Total stockholders' equity (deficit)             (439,769)        49,972
                                                   -----------    -----------
     Total liabilities and stockholders' equity   $    288,681   $     49,972
                                                   ===========    ===========

       The accompanying notes are an integral part of these statements.

<PAGE>
<TABLE>

 VPGI CORP. and Subsidiaries
 Conolidated Statements of Operations
 (Unaudited)
                                         Three months ended          Nine months ended
                                       March 31      March 31      March 31      March 31
                                         2005          2004          2005          2004
                                      -----------   -----------   -----------   -----------
 <S>                                 <C>           <C>           <C>           <C>
 Revenues
   Product sales                     $     95,750  $          -  $     95,750  $          -
   Consulting and support services            475             -           975             -
                                      -----------   -----------   -----------   -----------
 Total revenues                            96,225             -        96,725             -

 Cost of products and services
   Cost of product sales                   90,902             -        90,902             -
   Cost of consulting and
     support services                           -             -             -             -
                                      -----------   -----------   -----------   -----------
 Total cost of products and services       90,902             -        90,902             -
                                      -----------   -----------   -----------   -----------

 Gross margin                               5,323             -         5,823             -

 Operating expenses
   General and administrative             197,782             -       408,960        39,837
                                      -----------   -----------   -----------   -----------
 Total operating expenses                 197,782             -       408,960        39,837

 Operating loss                          (192,459)            -      (403,137)      (39,837)

 Other (income) expense
   Other (income) expense                       -             -             -        (6,560)
   Interest expense                        52,710             -        78,143             -
                                      -----------   -----------   -----------   -----------
 Total other (income) expense              52,710             -        78,144        (6,560)
                                      -----------   -----------   -----------   -----------
 Net loss                                (245,169)            -      (481,280)      (33,277)

 Dividend requirements on
   preferred stock                        (62,325)       (1,075)      (95,100)       (3,225)
                                      -----------   -----------   -----------   -----------
 Net loss attributable to common
   stockholders                      $   (307,494) $     (1,075) $   (576,380) $    (36,502)
                                      ===========   ===========   ===========   ===========
 Net loss per share attributable
  to common stockholders - basic
  and diluted                        $      (0.05) $      (0.00) $      (0.10) $      (0.01)
                                      ===========   ===========   ===========   ===========
 Weighted average common shares
   outstanding - basic and diluted      6,018,787    5,242,120      5,626,500     5,107,415


  The accompanying notes are an integral part of these statements

</TABLE>
<PAGE>

 VPGI CORP. and Subsidiaries
 Consolidated Statements of Cash Flows (Unaudited)
 Nine Months Ended March 31,

                                                       2005           2004
                                                   -----------     -----------
 Cash flows from operating activities
   Net loss                                       $   (481,280)   $    (33,277)
   Adjustments to reconcile net loss to
    cash used in operating activities:
      Amortization of debt discount                     36,672               -
      Acquired in-process research and development     148,421               -
      Common stock issued                                    -             756
      Warrants to purchase common stock issued               -          27,488
      Changes in operating assets and
        liabilities, net of effects of
        acquisitions and dispositions:
          Trade accounts receivable                    (27,111)              -
          Accounts payable and accrued liabilities      86,078          (4,850)
                                                   -----------     -----------
            Cash and cash equivalents used in
              operating activities                    (237,220)         (9,883)

 Cash flows from investing activities
   Acquisition of business, net of cash                (86,645)              -
                                                   -----------     -----------
            Cash and cash equivalents used in
              investing activities                     (86,645)              -

 Cash flows from financing activities
   Proceeds from issuance of notes payable             605,700               -
   Preferred stock dividends declared                  (70,237)              -
                                                   -----------     -----------
            Cash and cash equivalents provided
              by financing activities                  535,463               -

 Net decrease in cash and cash equivalents             211,598          (9,883)
 Cash and cash equivalents, beginning of period              -           9,883
                                                   -----------     -----------
 Cash and cash equivalents, end of period         $    211,598    $          -
                                                   ===========     ===========
 Supplemental cash flow disclosures
   Cash paid for interest                         $     36,500    $          -

 Non-cash investing and financing activities
   Acquisition of intangible assets in exchange
     for common stock, preferred Stock and
     warrants to acquire common stock             $     61,776    $          -
   Cashless exercise of common stock warrants     $        150    $          -

       The accompanying notes are an integral part of these statements.

<PAGE>

                         VPGI CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 2005
                                 (Unaudited)


 BASIS OF PRESENTATION

      The interim consolidated financial statements and summarized notes
 included herein were prepared, without audit, in accordance with accounting
 principles generally accepted in the United States of America (U.S. GAAP)
 for interim financial information, pursuant to rules and regulations of the
 Securities and Exchange Commission.  Because certain information and notes
 normally included in complete financial statements prepared in accordance
 with U.S. GAAP were condensed or omitted pursuant to such rules and
 regulations, it is suggested that these financial statements be read
 in conjunction with the Consolidated Financial Statements and the Notes
 thereto, included in the Company's Annual Report on Form 10-K for the
 preceding fiscal year.  These interim financial statements and notes hereto
 reflect all adjustments which are, in the opinion of management, necessary
 for a fair statement of results for the interim periods presented.  Such
 financial results, however, should not be construed as necessarily
 indicative of future earnings.

 LOSS PER SHARE

      Basic loss per share is based upon the weighted average number of
 shares of common stock outstanding.  Diluted loss per share is based upon
 the weighted average number of shares of common stock outstanding plus the
 number of additional common shares that would have been outstanding if
 dilutive potential common shares had been issued.  In all periods presented,
 all potential common shares were anti-dilutive.

 BUSINESS SEGMENT INFORMATION

      The Company discontinued normal operations in December, 2002.  Since
 that date, no business segments have existed.

 CONCENTRATION OF CREDIT RISK

      Revenues and accounts receivable for the quarter ended March 31, 2005
 were to a single customer associated with the Company's resumption of
 operations in connection with the acquisition of Venture Pacific Group, Inc.
 discussed below.  Management expects that this concentration will be reduced
 as the Company becomes active in the licensing of radio frequency
 identification ("RFID") technologies.

 STOCK-BASED COMPENSATION

      The Company issued 400,000 stock options to employees during the three
 month period ended March 31, 2005.  The stock options vested immediately
 and are exercisable for 5 years at $0.20 per share.  No material vesting
 occurred with regard to any other outstanding employee stock options during
 the current fiscal period.

      In December 2002, the Financial Accounting Standards Board (FASB)
 issued Statement of Financial Accounting Standards No. 148, "Accounting
 for Stock-Based Compensation - Transition and Disclosure" (SFAS 148) which
 amends Statement of Financial Accounting Standards No. 123, "Accounting for
 Stock-Based Compensation" (SFAS 123).  SFAS 148 provides alternative methods
 of transition for voluntary change to the fair value based method of
 accounting for stock-based employee compensation and requires disclosures
 in annual and interim financial statements of the effects of stock-based
 compensation as reflected below.

      The Company continues to account for its stock options under the
 recognition and measurement principles of Accounting Principles Board
 Opinion No. 25 "Accounting for Stock Issued to Employees," (APB25) and
 related Interpretations.  No stock based employee compensation expense
 related to the Company's stock options is reflected in the net loss, as all
 options granted under the plan had an exercise price equal to the market
 value of the underlying common stock on the date of grant.

      The following table illustrates the effect on net loss and loss per
 share if the Company had applied the fair value recognition provisions of
 SFAS 123 to stock-based compensation.

                               Three Months Ended          Nine Months Ended
                              March 31     March 31      March 31     March 31
                                2005         2004          2005         2004
                             ----------   ----------    ----------   ----------
 Net loss, as reported      $  (307,494) $    (1,075)  $  (576,380) $   (36,502)
 Deduct: Total stock-based
   employee compensation
   expense determined using
   the fair value based
   method for all awards    $    (1,320) $         -   $    (1,320) $   (13,125)
                             ----------   ----------    ----------   ----------
 Pro forma net loss         $  (308,814) $    (1,075)  $  (577,700) $   (49,627)
                             ==========   ==========    ==========   ==========
 Loss per share
      As reported           $     (0.05) $     (0.00)  $     (0.10) $     (0.01)
      Pro forma             $     (0.05) $     (0.00)  $     (0.10) $     (0.01)

      The fair value of these options was estimated at the date of grant
 using the Black-Scholes option pricing model with the following weighted-
 average assumptions:

                               Three Months Ended          Nine Months Ended
                              March 31     March 31      March 31     March 31
                                2005         2004          2005         2004
                             ----------   ----------    ----------   ----------
 Expected volatility             228%         -             228%         150%
 Risk-free interest rate        4.00%         -            4.00%        0.90%
 Expected lives                5 years        -           5 years      5 years
 Dividend yield                   -           -              -            -

 RECENT PRONOUNCEMENTS

      In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share
 Based Payment" ("SFAS No. 123(R)"). SFAS No. 123(R) supersedes APB Opinion
 No. 25, "Accounting for Stock Issued to Employees," and amends SFAS No. 95,
 "Statement of Cash Flows." Generally, the approach in SFAS No. 123(R) is
 similar to the approach described in SFAS No. 123. SFAS No. 123(R) must be
 adopted by the Company by July 1, 2005. Currently, the Company uses the
 recognition and measurement principles of APB 25 to account for its stock
 options. Management does not anticipate that adoption of SFAS No. 123(R)
 will have a material impact on the Company's stock-based compensation
 expense.

 MERGER TRANSACTION

      On November 10, 2004 the Company signed an Agreement and Plan of Merger
 (the "Agreement") to acquire another company, Venture Pacific Group, Inc.
 ("VPG").  The merger was effected by merging a new subsidiary of the Company
 into VPG, resulting in VPG being the surviving entity and a wholly-owned
 subsidiary of the Company.  The merger was effective upon issuance of the
 Certificate of Merger by the Texas Secretary of State on November 16, 2004.

      The acquisition resulted in the issuance to VPG shareholders of
 approximately 770,000 new shares of common stock of the Company, which were
 valued at approximately $60,000, according to the stock price on November
 10, 2004.  The exchange ratio consisted of one share of common stock of the
 Company ("Common Stock") for each ten shares of VPG common stock held by VPG
 shareholders.

      The Company also issued to Trident Growth Fund, LP ("Trident") a new
 series of preferred stock, Series 2004-L Preferred Stock (the "Preferred
 Stock"), to retire an outstanding series of preferred stock of VPG.  The
 Preferred Stock has a liquidation value of $1.75 million and is convertible
 at the option of the holder into a total of 1.75 million shares of Common
 Stock at any time after six months from the issue date.  14% cumulative
 dividends accrue on the Preferred Stock, which are payable as follows:  4%
 dividends are payable quarterly and 10% dividends shall accumulate and be
 payable upon (a) the conversion of the Preferred Stock to Common Stock,
 (b) the redemption of the Preferred Stock, or (c) such time as the Company
 generates positive cash flow sufficient to pay such dividends.  These
 preferred shares were valued at $175.

      Concurrently with the acquisition of VPG, the Company borrowed $700,000
 from Trident and executed a Convertible Note (the "Note") payable at the
 earlier of: (i) November 10, 2005; (ii) the closing date of the Company's
 next public offering; or (iii) the date of any change of control of the
 Company, as defined therein.  Interest is payable monthly on the Note at
 the rate of 14% per annum.  The Note is convertible into Common Stock at any
 time on or after the six month anniversary of the date of issue of the Note,
 at a per share conversion price equal to the average of the closing prices
 of the Common Stock for the three business days ending on any conversion
 date.

      In connection with the merger, the Company issued to Trident warrants
 to purchase 760,000 shares of Common Stock, exercisable for five years at
 an exercise price of $.10 per share.  The warrants were valued at $1,600.

      In accordance with Statement of Financial Accounting Standards No.
 141, "Business Combinations", the Company has accounted for the merger
 transaction using the purchase method of accounting.  The results of VPG's
 operations have been included in the financial statements since the date of
 acquisition.  With the acquisition of VPG, the Company expects to become
 active in the licensing of radio frequency identification technologies to
 integrate with its own technologies to develop applications in specialty
 areas.

      The following table summarizes the estimated value of the assets
 acquired and liabilities assumed at the date of acquisition.

         Intangible assets              $   148,421
         Current liabilities assumed         86,645
                                         ----------
            Net assets acquired         $    61,776
                                         ==========

      The $148,421 intangible asset was assigned to in-process research and
 development assets that were written off at the date of acquisition.  Those
 write-offs are included in general and administrative expenses.

      Upon consolidation, all intercompany accounts and transactions have
 been eliminated.

      The following table summarizes unaudited pro forma financial
 information of the Company as if the acquisition of VPG was completed
 July 1, 2003 for the three months and nine months ended March 31, 2004
 and March 31, 2005.  The unaudited pro forma financial information reflects
 adjustments for the timing of the write off of in-process research and
 development and for the number of shares outstanding.

                               Three Months Ended          Nine Months Ended
                              March 31,    March 31,     March 31,    March 31,
                                2005         2004          2005         2004
                             ----------   ----------    ----------   ----------
 Net Operating Revenues     $    96,225  $         -   $   101,725  $    24,961

 Net loss attributable
 to common stockholders     $  (307,494) $   (17,444)  $  (715,880) $ (796,046)

 Net loss per share
 attributable to common
 stockholders - basic
 and diluted                $     (0.05) $     (0.00)  $     (0.12) $    (0.14)

 RETIREMENT PLAN

      Prior to a subsidiary's bankruptcy filing in 1992, the subsidiary had a
 defined benefit plan, which covered substantially all full-time employees.
 The following table presents the components of net periodic pension cost
 recognized in earnings for the three and nine months ended March 31, 2005
 and 2004 in accordance with the provisions of SFAS No. 132 (revised 2003),
 Employers' Disclosures about Pensions and Other Postretirement Benefits:


                      Three Months Ended     Nine Months Ended
                           March 31,              March 31,
                        2005       2004        2005       2004
                       ------     ------      ------     ------
 Service cost         $     -    $     -     $     -    $     -
 --------------------------------------------------------------
 Interest cost          6,647      6,330      19,941     18,990
 --------------------------------------------------------------
 Expected return
 on plan assets        (7,931)    (8,940)    (23,793)   (26,820)
 --------------------------------------------------------------
 Amortization
 of prior
 service cost               -          -           -          -
 --------------------------------------------------------------
 Amortization of
 net (gain) loss            -          -           -          -
 --------------------------------------------------------------
 Effect of special
 events                     -         84           -        252
 --------------------------------------------------------------
 Net periodic
 benefit cost         $(1,284)   $(2,526)    $(3,852)   $(7,578)
 --------------------------------------------------------------


 ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

                          Forward Looking Statements

      This report may contain "Forward Looking Statements," which are our
 expectations, plans, and projections which may or may not materialize,
 and which are subject to various risks and uncertainties, such as general
 economic conditions and growth in the high tech industry; competitive
 factors and pricing pressures; changes in product mix; the timely
 development and acceptance of new products; and other risks described from
 time to time in our SEC filings.  These forward-looking statements speak
 only as of the date of this report.  We expressly disclaim any obligation or
 undertaking to release publicly any updates or changes in our expectations
 or any change in events, conditions or circumstances on which any such
 statement may be based, except as may be otherwise required by the
 securities laws.

                                   Overview

      The Company previously offered enhanced digital media solutions, as
 well as contact center customer service solutions through CIMphony[TM], a
 suite of computer telephony integration software products and services. This
 operation was discontinued in December 2002.  We acquired Venture Pacific
 Group, Inc. ("VPG") in November 2004 to capitalize upon and apply our
 technical expertise and our existing technologies to the field of radio
 frequency identification ("RFID").  We intend to license and to develop
 applications in specialty areas, such as anti-counterfeiting of drugs,
 medical devices, and logistical systems, and plan to concentrate on Asian
 deployment, primarily to China.  We also plan to participate in other
 business ventures and opportunities as they may present themselves.  For
 example, our revenues during the past two fiscal quarters were derived
 primarily from the telecommunications (cell phone) industry.  We are
 continuing to evaluate all of our options and may continue to consider
 seeking a buyer, a merger candidate or an acquisition of another viable
 business.

      The following discussion provides information to assist in the
 understanding of our financial condition and results of operations for the
 fiscal quarter ended March 31, 2005.  It should be read in conjunction with
 the Consolidated Financial Statements and Notes thereto appearing in our
 Annual Report on Form 10-K for fiscal year ended June 30, 2004.

                            Results of Operations

      Revenues.  We report revenues of $96,225 for the three months ended
 March 31, 2005 and no revenues for the three months ended March 31, 2004.
 For the nine months ended March 31, 2005 total revenues increased to $96,725
 compared to zero for the same period last year.  Revenues for the three and
 nine months ended March 31, 2005 consisted primarily of proceeds from sales
 of refurbished cell phones into the Asian market.

      Gross Margin.  Gross margin for the three months ended March 31, 2005
 was $5,323 and zero for the three months ended March 31, 2004.  Gross margin
 for the nine months ended March 31, 2005 was $5,823, compared to zero for
 the same period last year.

      Operating Expenses.  Total operating expenses for the three months
 ended March 31, 2005 increased to $197,782 compared to zero for the same
 quarter last year.  Total operating expenses for the nine months ended March
 31, 2005 increased to $408,960 compared to $39,837 for the same period last
 year.   Significant components of operating expenses for the three and nine
 months ended March 31, 2005 and 2004 consisted of the following:

                               Three Months Ended          Nine Months Ended
                              March 31,    March 31,     March 31,    March 31,
                                2005         2004          2005         2004
                             ----------   ----------    ----------   ----------
 Compensation               $    59,017  $         -   $    59,017  $     5,760
 Legal expense and
   professional fees             62,275            -        82,863       26,485
 Write off of acquired
   research and development           -            -       148,421            -
 Travel                          40,626            -        49,435            -
 Contract Labor                  11,970            -        41,970            -
 Other                           23,894            -        27,254        7,592
                             ----------   ----------    ----------   ----------
 Total                      $   197,782  $         -   $   408,960  $    39,837
                             ==========   ==========    ==========   ==========

      During the nine months ended March 31, 2004, another business venture
 utilized the former corporate headquarters and made the lease payments.
 As of December 31, 2003, this business venture had vacated the premises.
 The lease term expired on November 30, 2004 and the balance of the lease
 obligation is considered a contingent liability of the Company, dependent
 upon the landlord re-leasing the space to another tenant.

      "Other" expenses include public company cost, telephone, office,
 insurance and other general and administrative expenses.  The increase in
 operating expenses for the period is attributable to the Company resuming
 business activity with the acquisition of Venture Pacific Group, Inc.
 ("VPG") during November 2004.

                       Liquidity and Capital Resources

      Cash Flows from Operations.  Cash used in operations for the nine
 months ended March 31, 2005 and 2004 was $237,220 and $9,883, respectively.

      Cash Flows from Investing Activities.  During the nine months ended
 March 31, 2005, we used net cash from investing activities of $86,645 for
 the acquisition of VPG.  During the nine months ended March 31, 2004 we
 engaged in no investing activities.

      Cash Flows from Financing Activities.  During the nine months ended
 March 31, 2005 approximately $535,463 was provided by financing activities.
  The primary components of the financing activities for the nine months
 ended March 31, 2005 were $605,700 proceeds from the issuance of short-term
 debt and a declaration of Preferred Stock Dividends for $70,238.  During the
 nine months ended March 31, 2004 we engaged in no financing activities.

 Going Concern

      We incurred net losses of $20,355, $3,435,735 and $2,733,434 for the
 years ended June 30, 2004, 2003 and 2002, respectively, and in December 2002
 we laid off all of our employees and discontinued normal operations.  These
 conditions raise substantial doubt about the Company's ability to continue
 as a going concern.

      Before we discontinued normal operations in 2002, we offered enhanced
 digital media solutions and call center computer telephony integration
 software products and services.  With the acquisition of Venture Pacific
 Group, Inc. ("VPG") in November 2004 we expect to become active in licensing
 RFID technologies to integrate with our own technologies to develop RFID
 applications in specialty areas, such as anti-counterfeiting of drugs,
 medical devices, and logistical systems.  It is too early to tell if our new
 business model will be successful; however, with the concurrent financing
 from Trident and the acquisition of VPG, coupled with our relatively low
 current overhead, the outlook for generating sufficient cash to support our
 operations for the next twelve months appears to be favorable.  However, if
 we are unable to achieve a positive cash flow from the foregoing, additional
 financing or equity placements may again be necessary.  Although we believe
 that sufficient financing resources are available, such resources may not
 continue to be available to us or they may not be available upon favorable
 terms.


 ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      We are exposed to market risk from changes in interest rates which may
 adversely affect our financial position, results of operations and cash
 flows.  In seeking to minimize the risks from interest rate fluctuations, we
 manage exposures through our regular operating and financing activities.  We
 do not use financial instruments for trading or other speculative purposes
 and we are not a party to any leveraged financial instruments.  We are
 exposed to interest rate risk primarily through our borrowing activities,
 which are described in the "Long-Term Debt" Notes to the Consolidated
 Financial Statements of our Annual Report on Form 10-K for fiscal year
 ended June 30, 2004, which are incorporated herein by reference.


 ITEM 4.   CONTROLS AND PROCEDURES

      Evaluation of Disclosure Controls and Procedures.  Our Chief Executive
 Officer has reviewed and evaluated the effectiveness of our disclosure
 controls and procedures (as defined in Exchange Act Rules 240.13a-15(e) or
 15d-15(e)) as of the end of the period covered by this report.  Based on
 that evaluation, the Chief Executive Officer has concluded that our current
 disclosure controls and procedures provide him with reasonable assurance
 that they are effective to provide him with timely material information
 relating to us required to be disclosed in the reports we file or submit
 under the Exchange Act.

      Annual report on internal control over financial reporting.  Based upon
 the most recent pronouncements of the Securities and Exchange Commission,
 our first annual report on internal control over financial reporting is due
 for inclusion in our annual report on Form 10-K for the twelve month period
 ending June 30, 2007.  We expect to begin the process during next fiscal
 year of identifying a framework to use to evaluate the effectiveness of our
 internal control over financial reporting as required by Rule 13a-15(c)
 under the Securities Exchange Act of 1934.

      Changes in Internal Control over Financial Reporting.  Our management
 has evaluated whether any change in our internal control over financial
 reporting occurred during the last fiscal quarter.  Based on that
 evaluation, management concluded that there has been no change in our
 internal control over financial reporting during the relevant period that
 has materially affected, or is reasonably likely to materially affect, our
 internal control over financial reporting.


                         PART II - OTHER INFORMATION


 ITEM 6.   EXHIBITS

      Reference is made to the Exhibit Index of this Form 10-Q for a list of
 all exhibits filed with and incorporated by reference in this report.



                                  SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the Registrant has caused this report to be signed on its behalf by the
 undersigned thereunto duly authorized.

                               VPGI Corp.
                               (Registrant)

                               By:  /s/    PATRICK A. CUSTER
                                    -------------------------------
                                    Patrick A. Custer
                                    Chief Executive Officer
                                    and Principal Financial Officer

 Date:     May 13, 2005

<PAGE>

                                  VPGI CORP.
                               and Subsidiaries

                                EXHIBIT INDEX

 Exhibit                                                          Sequential
 Number                    Description of Exhibits                Page Number
 ----------------------------------------------------------------------------

 31 *      Certification of Chief Executive Officer and Principal
           Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)
           of the Securities and Exchange Act of 1934, as adopted
           pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    15

 32 *      Certification of Chief Executive Officer and Principal
           Financial Officer pursuant to 18 U.S.C. Section 1350, as
           adopted pursuant to Section 906 of the Sarbanes-Oxley Act
           of 2002.                                                      17
 _______________
 *  Filed herewith.