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, 2006

                                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)

             17304 Preston Road, Suite 1280, Dallas, Texas  75252
             (Address of principal executive offices) (Zip Code)

                                (972) 733-6858
             (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 a large accelerated
 filer, an accelerated filer, or a non-accelerated filer.  See definition of
 "accelerated filer and large accelerated filer" in rule 12b-2 of the
 Exchange Act.

 Large accelerated filer ___  Accelerated filer ___  Non-accelerated filer  X

      Indicate by check mark whether the registrant is a shell company (as
 defined in rule 12b-2 of the Exchange Act).       YES ___    NO   X

      At April 30, 2006, there were 6,895,454 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...................    9

 ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
           RISK.................................................    11

 ITEM 4.   CONTROLS AND PROCEDURES..............................    12


                             PART II.
                         OTHER INFORMATION

 ITEM 6.   EXHIBITS..............................................   12

 SIGNATURES......................................................   12

 EXHIBIT INDEX ..................................................   13

<PAGE>
                       PART I  -  FINANCIAL INFORMATION

 ITEM 1.   FINANCIAL STATEMENTS


 VPGI CORP. and Subsidiaries
 (A Development Stage Company)
 Condensed Consolidated Balance Sheets

                                                    March 31        June 30
                                                      2006            2005
                                                   -----------    -----------
                                                   (Unaudited)
            ASSETS

 CURRENT ASSETS
   Cash and cash equivalents                      $      4,002   $     53,337
   Trade accounts receivable                                 -         21,000
   Prepaid expenses                                      7,705          7,705
   Other current assets                                      -          4,627
                                                   -----------    -----------
            Total current assets                        11,707         86,669

 OTHER ASSETS
   Pension surplus                                      55,108         55,108
                                                   -----------    -----------
            Total other assets                          55,108         55,108
                                                   -----------    -----------
            Total assets                          $     66,815   $    141,777
                                                   ===========    ===========



  The accompanying notes are an integral part of these condensed statements.

<PAGE>

 VPGI CORP. and Subsidiaries
 (A Development Stage Company)
 Condensed Consolidated Balance Sheets

                                                    March 31        June 30
                                                      2006            2005
                                                   -----------    -----------
       LIABILITIES AND STOCKHOLDERS' EQUITY        (Unaudited)

 CURRENT LIABILITIES
   Note payable, net of deferred loan costs       $    944,445   $    644,069
   Trade accounts payable                                2,850         16,020
   Due to related party                                  9,246              -
   Accrued expenses                                     79,133         39,046
                                                   -----------    -----------
            Total liabilities                        1,035,674        699,135

 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, 152 and 156 shares issued
        and outstanding at March 31, 2006 and
        June 30, 2005, respectively (liquidation
        preference of $3.8 million and $3.9
        million, respectively)                             152            156
      Series 2004-L, 175 shares issued and
        outstanding (liquidation preference
        of $1.75 million)                                  175            175

   Common stock, $.001 par value; 80,000,000
       shares authorized; 6,895,454 and 6,828,787
       shares issued and outstanding at March 31,
       2006 and June 30, 2005, respectively              6,895          6,829
   Additional paid in capital                       60,496,360     60,485,022
   Accumulated deficit                             (60,362,085)   (60,362,085)
   Deficit accumulated during development stage     (1,140,378)      (717,477)
                                                   -----------    -----------
      Total stockholders' equity (deficit)            (968,859)      (557,358)
                                                   -----------    -----------
      Total liabilities and stockholders' equity  $     66,815   $    141,777
                                                   ===========    ===========

  The accompanying notes are an integral part of these condensed statements.

<PAGE>
<TABLE>


 VPGI CORP. and Subsidiaries
 (A Development Stage Company)
 Condensed Consolidated Statements
 of Operations (Unaudited)

                              Cumulative During     Three months ended         Nine months ended
                              Development Stage  ------------------------  ------------------------
                              (July 1, 2004 to    March 31     March 31     March 31     March 31
                               March 31, 2006)      2006         2005         2006         2005
                              -----------------------------   -----------  -----------  -----------
 <S>                           <C>                <C>          <C>          <C>          <C>
 Revenues
   Product sales               $     5,548        $       -    $    4,848   $        -   $    4,848
   Consulting and
     support services                6,695                -           475            -          975
                                ---------------------------     ---------    ---------    ---------
     Total revenues                 12,243                -         5,323            -        5,823

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


 Gross margin                       12,243                -         5,323            -        5,823

 Operating expenses
   General and administrative      844,053           26,723       197,782      273,778      408,960
                                ---------------------------     ---------    ---------    ---------
     Total operating expenses      844,053           26,723       197,782      273,778      408,960
                                ---------------------------     ---------    ---------    ---------
     Operating loss               (831,810)         (26,723)     (192,459)    (273,778)    (403,137)

 Other (income) expense
   Other income                     (5,137)               -             -            -            -
   Interest expense                313,705           36,966        67,514      149,122      101,336
                                ---------------------------     ---------    ---------    ---------
   Total other
     (income) expense              308,568           36,966        67,514      149,122      101,336
                                ---------------------------     ---------    ---------    ---------

     Net loss                   (1,140,378)         (63,689)     (259,973)    (422,900)    (504,473)

 Dividend requirements
   on preferred stock             (347,616)         (62,325)      (62,325)    (186,975)     (96,175)
                                ---------------------------     ---------    ---------    ---------
 Net loss attributable
   to common stockholders      $(1,487,994)       $(126,014)   $ (322,298)  $ (609,875)  $ (600,648)
                                ===========================     =========    =========    =========
 Net loss per share
   attributable to common
   stockholders - basic
   and diluted                                    $    (.02)   $   (0.05)   $    (0.09)  $    (0.11)
                                                   ========     ========     =========    =========

 Weighted average common
   shares outstanding -
   basic and diluted                              6,895,454    6,018,787    6,873,232     5,626,500

  The accompanying notes are an integral part of these condensed statements.

</TABLE>
<PAGE>

 VPGI CORP. and Subsidiaries
 (A Development Stage Company)
 Condensed Consolidated Statements of Cash Flows (Unaudited)
 Nine Months Ended March 31,

                                   Cumulative During
                                   Development Stage
                                   (July 1, 2004 to
                                    March 31, 2006)     2006          2005
                                   ---------------------------     ----------
 Cash flows from operating
   activities
  Net loss                        $  (1,140,378)   $  (422,900)   $  (504,473)
  Adjustments to reconcile net
    loss to cash used in
    operating activities:
      Amortization of debt discount     157,468         59,058         59,865
      Issuance of warrants
        for services                     10,000              -              -
      Write-off of acquired
        in-process research
        and development                 146,819              -        148,421
      Changes in operating assets
        and liabilities
         Trade accounts receivable            -         21,000        (27,111)
         Prepaid and other assets       (12,843)         4,627              -
         Accounts payable and
           accrued liabilities            7,303         38,880        (50,737)
                                     -------------------------     ----------
 Cash and cash equivalents used
   in operating activities             (831,631)      (299,335)      (374,035)

 Cash flows from investing activities
 Cash and cash equivalents used in
   investing activities                       -              -              -

 Cash flows from financing activities
   Preferred stock dividend paid        (20,067)             -        (20,067)
   Proceeds from issuance of
     notes payable                      855,700        250,000        605,700
                                     -------------------------     ----------
 Cash and cash equivalents provided
   by financing activities              835,633        250,000        585,633

 Net increase (decrease) in cash
   and cash equivalents                   4,002        (49,335)       211,598

 Cash and cash equivalents,
   beginning of period                        -         53,337              -
                                     -------------------------     ----------
 Cash and cash equivalents,
   end of period                    $     4,002    $     4,002    $   211,598
                                     =========================     ==========

 Supplemental cash flow disclosures
   Cash paid for interest           $    91,565    $    25,392    $    36,500
                                     =========================     ==========
 Non-cash investing and
   financing activities
   Cashless exercise of
     common stock warrants                    -              -            150
   Acquisition of intangible assets
     in exchange for common stock,
     preferred stock and warrants
     to acquire common stock        $    60,175    $         -     $   60,175
                                     =========================     ==========

  The accompanying notes are an integral part of these condensed statements.

<PAGE>

                         VPGI CORP. AND SUBSIDIARIES
                        (A Development Stage Company)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 2006
                                 (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 normal, recurring 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.

 DEVELOPMENT STAGE COMPANY

      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.  Effective July 1, 2004,
 the Company's management has devoted substantially all of its time to the
 planning and acquisition of new operations.  On November 10, 2004, the
 Company acquired Venture Pacific Group, Inc. ("VPG") to capitalize upon and
 apply its technical expertise and its existing technologies to the field of
 radio frequency identification ("RFID").  Since November 10, 2004, the
 Company has been relying primarily on borrowings for its primary source of
 cash flow.  Accordingly, the Company's financial statements are presented
 as those of a development stage enterprise, as prescribed by Statement of
 Financial Accounting Standard No. 7, Accounting and Reporting by Development
 Stage Enterprises.

 NOTES PAYABLE

      On November 10, 2004 the Company entered into a note payable with
 Trident Growth Fund, L.P. for $700,000, at an annual interest rate of 14%,
 maturing on November 10, 2005.  The loan is collateralized by a security
 interest in Company assets.  Interest is payable monthly in cash.  In
 November 2005, the Company entered into negotiations with Trident to extend
 the maturity date of this note.  As of the date of this filing, extension
 of the note is still pending.

      On August 10, 2005 the loan agreement was modified to change the loan
 amount from $700,000 to $750,000 and the Company entered into an additional
 note payable with Trident Growth Fund, L.P., for $50,000 at an annual
 interest rate of 14%, maturing on August 10, 2006.  In connection with the
 $50,000 loan, the Company issued warrants to purchase 36,000 shares of its
 Common Stock, exercisable for five years at an exercise price of $.10 per
 share.  The warrants were valued at approximately $3,500.

      On September 19, 2005 the loan agreement was again modified to change
 the loan amount from $750,000 to $850,000 and the Company entered into an
 additional note payable with Trident Growth Fund, L.P., for $100,000 at an
 annual interest rate of 14%, maturing on September 19, 2006.  In connection
 with the $100,000 loan, the Company issued warrants to purchase 72,000
 shares of its Common Stock, exercisable for five years at an exercise price
 of $.10 per share.  The warrants were valued at approximately $6,000.

      On February 7, 2006 the loan agreement was again modified to change the
 loan amount from $850,000 to $950,000 and the Company entered into an
 additional note payable with Trident Growth Fund, L.P., for $100,000 at an
 annual interest rate of 14%, maturing on February 7, 2007.  In connection
 with the $100,000 loan, the Company issued warrants to purchase 72,000
 shares of its Common Stock, exercisable for five years at an exercise price
 of $.10 per share.  The warrants were valued at approximately $1,900.

      The above notes are convertible into Common Stock at any time on or
 after the six month anniversary of the date of issue of the notes, 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 addition, the notes may be redeemed at the earlier of: (i) the maturity
 dates stated above; (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.

 DUE TO RELATED PARTY

      During the nine months ended March 31, 2006, Pat Custer, the Company's
 Chief Executive Officer, advanced approximately $29,580 to the Company to
 fund working capital requirements.  The current balance at March 31, 2006
 was $9,246, which bears no interest and is payable on demand.

 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

      There were no revenues or accounts receivable in the nine months ended
 March 31, 2006.

 RECENT PRONOUNCEMENTS

      Effective July 1, 2005, the Company adopted Financial Accounting
 Standards Board (FASB) Statement of Financial Accounting Standards No. 123
 (Revised 2004), "Share-Based Payment" ("SFAS 123R").  SFAS 123R eliminates
 the option to account for employee stock options under APB 25 and generally
 requires companies to recognize the cost of employee services received in
 exchange for awards of equity instruments based on the grant-date fair value
 of those awards (the "fair-value-based" method).  The adoption of SFAS 123R
 had no impact on compensation expense for the nine months ended March 31,
 2006 as all outstanding stock options are fully vested and no stock options
 were awarded during the financial statement period.  The Company does not
 expect the adoption of SFAS 123R to have a material impact on the Company's
 financial position or results of operations in future periods.

 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 nine months ended March 31, 2006 in
 accordance with the provisions of SFAS No. 132 (revised 2003), Employers'
 Disclosures about Pensions and Other Postretirement Benefits:

                                            Nine Months Ended
                                                March 31,
                                        ------------------------
                                          2006            2005
                                        --------        --------
 Service cost                          $       -       $       -
 Interest cost                            19,436          19,941
 Expected return on plan assets          (19,752)        (23,793)
                                        --------        --------
 Net periodic benefit cost             $    (316)      $  (3,852)
                                        ========        ========


 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, including statements
 concerning expected expenses and the adequacy of our sources of cash to
 finance our current and future operations.  When used in this report, the
 words "plans," "believes," "expects," "anticipates," "estimates" and similar
 expressions are intended to identify forward-looking statements.  Factors
 which could cause actual results to materially differ from our expectations
 include the following:  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 the 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 change 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 plan to participate in other business
 ventures and opportunities as they may present themselves.  Our new business
 model continues in the development stage.  Consequently, we are continuing
 to evaluate all of our options and may consider seeking a buyer, a merger
 candidate or an acquisition of a 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, 2006.  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, 2005.

                            Results of Operations

      Revenues.  We report no revenues for the three months ended March 31,
 2006 and revenues of $5,323 for the three months ended March 31, 2005.  For
 the nine months ended March 31, 2006 total revenues decreased to zero
 compared to $5,823 for the same period last year.  Revenues for the three
 and nine months ended March 31, 2005 consisted primarily of proceeds from
 the resale of refurbished cell phones into the Asian market of the
 telecommunications industry.

      Gross Margin.  Gross margin for the three months ended March 31, 2006
 was zero and $5,323 for the three months ended March 31, 2005.  Gross margin
 for the nine months ended March 31, 2006 was zero, compared to $5,823 for
 the same period last year.

      Operating Expenses.  Total operating expenses for the three months
 ended March 31, 2006 decreased to $26,723 compared to $197,782 for the same
 quarter last year.  Total operating expenses for the nine months ended March
 31, 2006 decreased to $273,778 compared to $408,960 for the same period last
 year.   Significant components of operating expenses for the three and nine
 months ended March 31, 2006 and 2005 consisted of the following:

                               Three Months Ended         Nine Months Ended
                              March 31     March 31      March 31     March 31
                                2006         2005          2006         2005
                              --------     --------      --------     --------
 Compensation                $       -    $  59,017     $  85,658    $  59,017
 Legal expense and
   professional fees             5,000       62,275        31,460       82,863
 Write off of acquired
   research and development          -            -             -      148,421
 Travel                             98       40,626        24,266       49,435
 Contract Labor                      -       11,970         9,685       41,970
 Other                          21,625       23,894       122,709       27,254
                              --------     --------      --------     --------
 Total                       $  26,723    $ 197,782     $ 273,778    $ 408,960
                              ========     ========      ========     ========

      "Other" expenses include public company cost, telephone, office,
 insurance and other general and administrative expenses.  The decrease in
 operating expenses for the period is attributable to the Company's limited
 business activity during the period.

                       Liquidity and Capital Resources

      Cash Flows from Operations.  Cash used in operations for the nine
 months ended March 31, 2006 and 2005 was $299,335 and $374,035,
 respectively.

      Cash Flows from Investing Activities.  During the nine months ended
 March 31, 2006 and 2005 we engaged in no investing activities.

      Cash Flows from Financing Activities.  During the nine months ended
 March 31, 2006 approximately $250,000 was provided by financing activities.
 The primary components of the financing activities for the nine months
 ended March 31, 2006 were $250,000 proceeds from the issuance of short-term
 debt.

      During the nine months ended March 31, 2005 approximately $585,633 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 $20,067.

 Going Concern

      We incurred net losses of $717,477, $20,355 and $3,435,735 for the
 years ended June 30, 2005, 2004 and 2003, respectively.  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 expected 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.  Our new business model
 continues in the development stage, while expenses are ongoing.
 Consequently, the outlook for generating sufficient cash to support our
 operations for the next twelve months is guarded.  If we are unable to
 achieve a positive cash flow, additional financing or equity placements may
 again be necessary.  However, such resources may not be available, 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, 2005, 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, 2008.  We expect to begin the process during the next fiscal
 year of identifying a framework to use to evaluate the effectiveness of our
 internal control over financial reporting as (as defined in Rule 13a-15(f)
 or 15d-15(f) 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 duly 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 12, 2006

<PAGE>
                                  VPGI CORP.
                               and Subsidiaries

                                 EXHIBIT INDEX

 Exhibit                                                          Sequential
 Number                      Description of Exhibits              Page Number
 ----------------------------------------------------------------------------
 4.2    Form of warrant issued to Trident Growth Fund, L.P. in
        connection with First and Second Amendments to the Loan
        Agreement dated November 1, 2004 between the Company and
        Trident Growth Fund, L.P. (filed as Exhibit "4.2" to the
        Company's Current Report on Form 8-K filed on November
        17, 2004 and incorporated herein by reference.)                N/A

 10.1   First Amendment dated August 10, 2005 to Loan Agreement
        dated November 10, 2004 between the Company and Trident
        Growth Fund, LP (filed as Exhibit "10.1" to the Company's
        Quarterly Report on Form 10-Q filed on November 14, 2005
        and incorporated herein by reference.)                         N/A

 10.2   Second Amendment dated September 19, 2005 to Loan Agreement
        dated November 10, 2004 between the Company and Trident
        Growth Fund, LP (filed as Exhibit "10.2" to the Company's
        Quarterly Report on Form 10-Q filed on November 14, 2005
        and incorporated herein by reference.)                          N/A

 10.3   Third Amendment dated February 7, 2006 to Loan Agreement
        dated November 10, 2004 between the Company and Trident
        Growth Fund, LP. (filed as Exhibit "10.3" to the Company's
        Quarterly Report on Form 10-Q filed on February 21, 2006
        and incorporated herein by reference.)                          N/A

 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.      14

 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.                                                        16
 _______________
 *  Filed herewith.