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 September 30, 2004

                                      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 November 18, 2004, there were 5,242,120 shares of Registrant's
 common stock outstanding.

<PAGE>
                           GENERAL INDEX
                                                                   Page
                                                                  Number
 ---------------------------------------------------------------------------

                              PART I.
                       FINANCIAL INFORMATION


 ITEM 1.   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..............................................   14

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

 EXHIBIT INDEX...................................................   15

<PAGE>

                       PART I  -  FINANCIAL INFORMATION

 ITEM 1.   FINANCIAL STATEMENTS

 VPGI CORP. and Subsidiaries
 Consolidated Balance Sheets

                                                   September 30     June 30
                                                       2004           2004
                                                   -----------    -----------
                                                   (Unaudited)
            ASSETS

 CURRENT ASSETS
   Cash and cash equivalents                      $          -   $          -
                                                   -----------    -----------
            Total current assets                             -              -

 OTHER ASSETS
   Pension surplus                                      49,972         49,972
                                                   -----------    -----------
            Total other assets                          49,972         49,972
                                                   -----------    -----------

            Total assets                          $     49,972   $     49,972
                                                   ===========    ===========

<PAGE>

 VPGI CORP. and Subsidiaries
 Consolidated Balance Sheets

                                                   September 30     June 30
                                                       2004           2004
                                                   -----------    -----------
                                                   (Unaudited)
       LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
   Accrued expenses                               $          -   $          -
                                                   -----------    -----------
            Total current liabilities                        -              -

            Total liabilities                                -              -

 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

   Common stock, $.001 par value; 80,000,000
       shares authorized; 5,242,120 shares
       issued and outstanding at September 30
       and June 30, 2004                                 5,242          5,242
   Additional paid in capital                       60,356,529     60,356,529
   Accumulated deficit                             (60,342,017)   (60,342,017)
                                                   -----------    -----------
      Total stockholders' equity                        49,972         49,972
                                                   -----------    -----------
      Total liabilities and stockholders' equity  $     49,972   $     49,972
                                                   ===========    ===========

       The accompanying notes are an integral part of these statements.

<PAGE>

 VPGI CORP. and Subsidiaries
 Consolidated Statements of Operations (Unaudited)
 Three Months Ended September 30,

                                                       2004          2003
                                                   -----------    -----------
 Revenues
   Product sales                                  $          -   $          -
   Consulting and support services                           -              -
                                                   -----------    -----------
            Total revenues                                   -              -

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

            Gross margin                                     -              -

 Operating expenses
   General and administrative                                -         37,152
                                                   -----------    -----------
            Total operating expenses                         -         37,152

            Operating loss                                   -        (37,152)

 Other (income) expense
   Other income                                              -         (6,560)
                                                   -----------    -----------
             Total other (income) expense                    -         (6,560)
                                                   -----------    -----------
             Net loss                                        -        (30,592)

 Dividend requirements on preferred stock               (1,075)        (1,075)
                                                   -----------    -----------
 Net loss attributable to common stockholders     $     (1,075)  $    (31,667)
                                                   ===========    ===========


 Per share amounts allocable to common stockholders
    Basic and diluted
    Net loss                                      $      (0.00)  $      (0.01)
                                                   ===========    ===========
 Weighted average common shares outstanding -
   basic and diluted                                 5,242,120      4,839,468


      The accompanying notes are an integral part of these statements.

<PAGE>

 VPGI CORP. and Subsidiaries
 Consolidated Statements of Cash Flows (Unaudited)
 Three Months Ended September 30,
                                                       2004           2003
                                                    ----------     ----------
 Cash flows from operating activities
  Net loss                                         $         -    $   (30,592)
  Adjustments to reconcile net loss to cash
    used in operating activities:
       Common stock issued                                   -            756
       Warrants to purchase common stock issued              -         27,488
       Changes in operating assets and liabilities
             Accounts payable and accrued
               liabilities                                   -         (4,850)
                                                    ----------     ----------
              Cash and cash equivalents used
                in operating activities                      -         (7,198)

 Cash flows from investing activities

               Cash and cash equivalents
                provided by investing activities             -              -
                                                    ----------     ----------
 Cash flows from financing activities

              Cash and cash equivalents
                used in financing activities                 -              -

 Net decrease in cash and cash equivalents                   -         (7,198)

 Cash and cash equivalents, beginning of period              -          9,883
                                                    ----------     ----------

 Cash and cash equivalents, end of period          $         -    $     2,685
                                                    ==========     ==========

 Non-cash transactions:
       756,000 shares of common stock issued
         for consulting services
       Warrants to purchase 150,000 shares of
         common stock issued for professional
         services

       The accompanying notes are an integral part of these statements.

<PAGE>

                         VPGI CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              September 30, 2004
                                 (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.

 REDEEMABLE PREFERRED STOCK

      Prior to April 16, 2003, the Company's Series 2002-G preferred stock
 was redeemable at the option of the holder, and was therefore classified
 outside of stockholders' equity in the balance sheets of those periods.  The
 redemption value of these securities varies based on the market price of the
 Company's common stock.  The Company adopted an accounting method for those
 prior periods provided in EITF Topic D-98 for these types of securities,
 which recognizes changes in redemption value immediately as they occur and
 adjusts the carrying value of the security to equal the redemption value at
 the end of each reporting period.  The result of this accounting method is
 an increase in loss attributable to common shareholders and a decrease in
 stockholders' equity as the Company's common stock price increases, with
 the opposite effect when the Company's common stock price decreases.

      On April 16, 2003, the terms of the preferred stock were amended,
 whereby redemption of the preferred stock shall be at the sole option of the
 Company.  Therefore, the preferred stock will be accounted for in subsequent
 periods as equity.

 NOTES PAYABLE / NOTES RECEIVABLE

      On May 10, 2002 the Company entered into a note payable with Gemini
 Growth Fund, L.P. for $200,000, at an annual interest rate of 14%, maturing
 on May 31, 2003.  On November 12, 2002, the loan agreement was modified to
 change the loan amount from $200,000 to $300,000 and the Company entered
 into an additional note payable with Trident Growth Fund, L.P., formerly
 known as Gemini Growth Fund, L.P., for $100,000 at an annual interest rate
 of 14%, maturing on November 30, 2003.  In connection with the $100,000
 loan, the Company issued warrants to purchase 75,000 shares of its Common
 Stock, exercisable for three years at a fixed exercise price of $1.50 per
 share.  The loans were collateralized by a security interest in the note
 received in connection with the sale of the Curtis Mathes trademark and
 other assets of the Company.  Interest was payable monthly in cash.  In
 December 2002, the Company received a notice of default and acceleration
 notice from Trident Growth Fund, accelerating the entire principal balance
 due on the notes.  To satisfy this obligation, the Company negotiated a
 discount on the $850,000 note receivable it acquired in the sale of the
 Curtis Mathes trademark in exchange for a lump sum payment of $550,000 from
 the debtor, charging $300,000 to discount on acceleration of note receivable
 collection.  Approximately $300,000 of the proceeds received by the Company
 were applied to pay the entire remaining principal balance, as well as
 accumulated interest and other fees, due on the note payable to Trident
 Growth Fund.

 SALE OF SUBSIDIARIES

      In December 2002, the Company sold nine of its subsidiaries:  Video
 Management, Inc., including its wholly owned subsidiary Network America,
 Inc., Corporate Network Solutions, L.C., Warranty Repair Corporation, FFL
 Corporation, including its wholly owned subsidiary Systematic Electronics
 Corp., uniView Technologies Advanced Systems Group, Inc., uniView Network
 America Corp., and uniView Xpressway Corporation.  In the transaction,
 all of the issued and outstanding common stock of each of subsidiary was
 transferred to W. I. Technology Holding Company Inc. for a purchase price of
 $10.  In connection with the sale, the Company issued warrants to purchase
 150,000 shares of its common stock, exercisable through December 19, 2005 at
 a fixed exercise price of the greater of $.01 or par value per share.  The
 Company had no operations remaining after the sale.  Due to the resulting
 suspension of ongoing development of its technologies, the Company wrote
 down all of the intellectual property values and goodwill associated with
 its technologies.  The Company reported no gain or loss on the transaction
 as the assets of these subsidiaries had been written off or realized, and
 the liabilities on the books were satisfied prior to the sale.

 LOSS PER SHARE

      Basic loss per share are based upon the weighted average number of
 shares of common stock outstanding.  Diluted loss per share are based upon
 the weighted average number of shares of common stock outstanding and, when
 dilutive, common shares issuable for stock options, warrants and convertible
 securities.  There are no dilutive securities in the three-month periods
 ended September 30, 2004 and 2003.  The effect of preferred stock dividends
 on the amount of losses allocable to common stockholders was negligible for
 the three months ended September 30, 2004 and 2003.

      The weighted average of outstanding warrants that were not included in
 the diluted calculation because their effect would be anti-dilutive total
 973,913 and 1,169,837 for the three months ended September 30, 2004 and
 2003, respectively.  The weighted average of outstanding options that were
 not included in the diluted calculation because their effect would be anti-
 dilutive total 1,808,196 and 2,027,283 for the three months ended September
 30, 2004 and 2003, respectively.

 BUSINESS SEGMENT INFORMATION

      Until it discontinued normal operations in December 2002, the Company
 was primarily engaged in high technology product sales and consulting and
 support services.  The following tables set forth certain information with
 respect to the three months ended September 30:

                                         2004            2003
                                      ----------      ----------
 Net revenues:
      Product sales                  $         -     $         -
      Services                                 -               -
                                      ----------      ----------
                                     $         -     $         -
                                      ==========      ==========

 Operating loss:
      Product sales                  $         -     $         -
      Services                                 -               -
      Corporate                                -         (37,152)
                                      ----------      ----------
 Total operating loss                          -         (37,152)

 Interest and other income                     -           6,560
                                      ----------      ----------
 Net loss                            $         -     $   (30,592)
                                      ==========      ==========


 STOCK-BASED COMPENSATION

      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," 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
                                             September 30    September 30
                                                 2004            2003
                                              ----------      ----------
 Net loss, as reported                       $     (0.00)    $   (31,667)
 Deduct:  Total stock-based employee
   compensation expense determined
   using the fair value based method
   for all awards                            $     (0.00)    $   (13,125)
                                              ----------      ----------
 Pro forma net loss                          $     (0.00)    $   (44,792)
                                              ==========      ==========

 Loss per share
      As reported                            $     (0.00)    $     (0.01)
      Pro forma                              $     (0.00)    $     (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
                                             September 30    September 30
                                                 2004            2003
                                              ----------      ----------

      Expected volatility                          -              150%
      Risk-free interest rate                      -             0.90%
      Expected lives                               -            5 years
      Dividend yield                               -               -


 SUBSEQUENT EVENTS

      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 Chief Executive Officer of the Company has a material relationship
 with VPG, as he also serves as the Chief Executive Officer and as a director
 of VPG and is the beneficial owner of approximately 39% of VPG.  The Company
 and VPG also have material relationships with Trident Growth Fund, L.P.
 ("Trident") who was reported in the Company's Annual Report on Form 10-K
 for the period ended June 30, 2004 as a beneficial owner of 7.6% of the
 Company's common stock.  Trident is also a beneficial owner of approximately
 35% of VPG and a significant creditor of VPG.

      The acquisition results in the issuance to VPG shareholders
 approximately 770,000 new shares of common stock of the Company, which are
 valued at approximately $60,000, according to the stock price on November
 10, 2004.  The exchange ratio consists 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 will also issue to 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.

      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 loan, 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 Company expects to utilize VPG as a primary operating entity.
 VPG's primary business focus is expected to be licensing radio frequency
 identification ("RFID") technologies to integrate with its own technologies
 to develop applications in specialty areas, such as anti-counterfeiting of
 drugs, medical devices, and logistical systems.

      VPG, through a wholly-owned subsidiary, also has a patent pending
 on a uniform educational testing system, which is deliverable through
 the Internet.  The technology combines video, audio, and written data in
 an encrypted form that can be utilized to administer remote testing of
 applicants by organizations and universities.  The technology can be used
 to move any form of manageable data in a secure format from remote locations
 over the Internet.

      The Company discontinued all normal business operations in December
 2002, but with the acquisition of VPG, management believes that it is in
 a position to begin seeking new business opportunities.


 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

      Until the Company discontinued operations in December 2002, we offered
 enhanced digital media solutions to customers worldwide.  We also offered
 contact center customer service solutions through CIMphony[TM], a suite of
 computer telephony integration (CTI) software products and services.  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 September 30, 2004.  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 no revenues for the fiscal quarters ended
 September 30, 2004 and 2003.

      Gross Margin.  Gross margin for the fiscal quarters ended September 30,
 2004 and 2003 was zero.

      Operating Expenses.  Total operating expenses for the three months
 ended September 30, 2004 were zero, compared to $37,152 for the same period
 in 2003.  Significant components of operating expenses for the three months
 ended September 30, 2003 consisted of the following:

                                                 2004            2003
                                              ----------      ----------
     Compensation                            $         -     $     5,760
     Legal expense and professional fees               -          26,485
     Other                                             -           4,907
                                              ----------      ----------
     Total                                   $         -     $    37,152
                                              ==========      ==========


      "Other" expenses include public company cost, telephone, travel,
 office, insurance and other general and administrative expenses.  The
 decrease in operating expenses for the period is attributable to the Company
 discontinuing all operations in December 2002.


                       Liquidity and Capital Resources

      Cash Flows From Operations.  Cash used in operations for the fiscal
 quarters ended September 30, 2004 and 2003 were zero and $7,198,
 respectively.

      Cash Flows From Investing Activities.  During the fiscal quarters ended
 September 30, 2004 and 2003 we engaged in no significant investing
 activities.

      Cash Flows from Financing Activities.  We engaged in no significant
 financing activities during the fiscal quarters ended September 30, 2004 or
 2003.

                                Other Matters

 Subsequent Events

      On November 10, 2004 we executed an Agreement and Plan of Merger (the
 "Agreement") to acquire Venture Pacific Group, Inc. ("VPG").  Pursuant to
 the Agreement, we created a new wholly-owned subsidiary for the sole purpose
 of merging into VPG, resulting in VPG being the surviving entity and
 becoming a wholly-owned subsidiary of the Company.  The transaction was
 completed on November 16, 2004.

      Our Chief Executive Officer, Patrick A. Custer, also serves as the
 Chief Executive Officer and as a director of VPG and is the beneficial
 owner of approximately 39% of VPG.  Trident Growth Fund, L.P. ("Trident"),
 previously reported as a beneficial owner of 7.6% of our common stock, is
 also a beneficial owner of approximately 35% of VPG.

      We will issue to VPG shareholders in the transaction a total
 of approximately 770,000 new shares of our Common Stock, valued at
 approximately $60,000.  The exchange ratio of common stock consists of
 one share of our par value $.001 common stock ("Common Stock") for each
 ten shares of VPG common stock held by VPG shareholders.

      We will also issue to 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.

      Concurrently with the acquisition of VPG, we 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 our 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 loan, we issued to Trident warrants to purchase 760,000
 shares of Common Stock, exercisable for five years at an exercise price of
 $.10 per share.

      VPG will be our primary operating entity, going forward.  VPG's
 primary business focus will be in radio frequency identification ("RFID")
 applications in specialty areas, such as anti-counterfeiting, medical
 devices, and logistical systems.  We will focus on licensing RFID
 technologies developed by others to integrate with our own technologies.

      VPG's wholly-owned subsidiary, Test Secure International, Inc., has a
 patent pending on a uniform educational testing system deliverable through
 the Internet.  The technology combines video, audio, and written data in
 an encrypted form that can be utilized for remote testing under a license
 arrangement with organizations and universities.  The technology can be used
 to move any form of manageable data in a secure format from remote locations
 over the Internet.

      As a result of our acquisition of VPG and the recent loan from Trident,
 we have operating capital and we are in a position to aggressively pursue
 business opportunities in the emerging RFID arena.  We expect to become an
 active participant in this exciting new field and hope soon to be able to
 show positive returns for our shareholders.

 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

      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 these disclosure controls and procedures are
 effective.


                         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:     November 19, 2004

<PAGE>

                                  VPGI CORP.
                               and Subsidiaries

                                 EXHIBIT INDEX

 Exhibit Number              Description of Exhibits              Page Number
 ----------------------------------------------------------------------------
 2.1  Agreement and Plan of Merger dated November 10, 2004 between the
      Company and Venture Pacific Group, Inc. (filed as Exhibit "2.1"
      to the Company's Current Report on Form 8-K filed on November 17,
      2004 and incorporated herein by reference.)

 4.1  Series 2004-L Preferred Stock terms and conditions (filed as
      Exhibit "4.1" to the Company's Current Report on Form 8-K filed
      on November 17, 2004 and incorporated herein by reference.)

 4.2  Form of warrant issued to Trident Growth Fund, L.P. in connection
      with 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.)

 10.1 Loan Agreement dated November 10, 2004 between the Company and
      Trident Growth Fund, LP. (filed as Exhibit "10.1" to the Company's
      Current Report on Form 8-K filed on November 17, 2004 and
      incorporated herein by reference.)

 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.                                    16

 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.                  18
 _______________
 *  Filed herewith.