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 December 31, 2007

                               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
incorporation or organization)                    Identification No.)

            700 Gemini, Suite 100, Houston, TX 77056
       ---------------------------------------------------
       (Address of principal executive offices) (Zip Code)

                         (281) 488-3883
       ----------------------------------------------------
       (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        Accelerated filer           Non-accelerated
    filer [ ]                  [ ]                      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 February 13, 2008, there were 9,707,791 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.................  6

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK.........................................  8

ITEM 4.   CONTROLS AND PROCEDURES.............................  8


                            PART II.
                       OTHER INFORMATION


ITEM 6.   EXHIBITS............................................  8

SIGNATURES....................................................  8

EXHIBIT INDEX.................................................  9


<PAGE>

                PART I  -  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

VPGI CORP.
(A Development Stage Company)
Consolidated Balance Sheets
(Unaudited)

<TABLE>
<CAPTION>
                                          December 31      June 30
                                             2007            2007
                                          -----------    ------------
<S>                                       <C>            <C>
            ASSETS

CURRENT ASSETS
   Cash and cash equivalents              $     1,371    $      1,431
   Prepaid expenses                             5,543           1,285
                                          -----------    ------------
            Total current assets                6,914           2,716

OTHER ASSETS
   Intangible assets, net of
   accumulated amortization of
   $30,634 as of December 31, 2007
   and $7,634 as of June 30, 2007             469,366         492,366
                                          -----------    ------------

            Total assets                  $   476,280    $    495,082
                                          ===========    ============


  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Trade accounts payable                      31,882          27,352
   Payable to Affiliate                       153,286         101,237
                                          -----------    ------------
            Total liabilities                 185,168         128,589
                                          -----------    ------------

STOCKHOLDERS' EQUITY
 Preferred stock, cumulative,
 $1.00 par value; 1,000,000 shares
 authorized:
   Series 2002-G, 6 shares issued and
   outstanding at December 31, 2007
   and June 30, 2007, respectively
   (liquidation preference of $150,000
   at December 31, 2007 and June 30,
   2007, respectively)                              6               6
 Common stock, $.001 par value;
   80,000,000 shares authorized;
   9,707,791 shares issued and
   outstanding at December 31, 2007
   and June 30, 2007, respectively              9,708           9,708
 Additional paid in capital                63,074,903      63,074,903
 Accumulated deficit                      (60,362,085)    (60,362,085)
 Deficit accumulated during
   development stage                       (2,431,420)     (2,356,039)
                                          -----------    ------------
            Total stockholders' equity        291,112         366,493
                                          -----------    ------------
            Total liabilities and
            stockholders' equity          $   476,280    $    495,082
                                          ===========    ============
</TABLE>

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

                                3
<PAGE>


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

<TABLE>
<CAPTION>
                                    Cumulative During
                                    Development Stage           Three months ended                   Six months ended
                                     (July 1, 2004 to    December 31        December 31        December 31         December 31
                                    December 31, 2007)       2007               2006              2007                2006
                                    ------------------- ---------------    ---------------    ---------------     ---------------
<S>                                 <C>                 <C>                <C>                <C>                 <C>
Revenues
   Product sales                    $             5,548 $             -    $             -    $             -     $             -
   Consulting and support services                6,695               -                  -                  -                   -
                                    ------------------- ---------------    ---------------    ---------------     ---------------

            Total revenues                       12,243               -                  -                  -                   -

Operating expenses
   General and administrative                 1,163,666          54,889             57,580             75,381             122,014
                                    ------------------- ---------------    ---------------    ---------------     ---------------
            Total operating
            expenses                          1,163,666          54,889             57,580             75,381             122,014
                                    ------------------- ---------------    ---------------    ---------------     ---------------
            Operating loss                   (1,151,423)        (54,889)           (57,580)           (75,381)           (122,014)

Other (income) expense
   Other expense                                557,863               -                  -                  -                   -
   Interest expense                             398,715               -              8,961                  -              48,385
                                    ------------------- ---------------    ---------------    ---------------     ---------------
             Total other expense                956,578               -              8,961                  -              48,385
                                    ------------------- ---------------    ---------------    ---------------     ---------------

             Net loss                        (2,108,001)        (54,889)           (66,541)           (75,381)           (170,399)

Dividend requirements on
  preferred stock                                                     -                  -                  -             (62,240)
                                                        ---------------    ---------------    ---------------     ---------------
Net loss attributable to
  common stockholders                                   $       (54,889)   $       (66,541)   $       (75,381)    $      (232,639)
                                                        ===============    ===============    ===============     ===============

Net loss per share attributable
  to common stockholders
  - basic and diluted                                   $         (0.01)   $         (0.02)   $         (0.01)    $         (0.11)
                                                        ===============    ===============    ===============     ===============
Weighted average common shares
  outstanding - basic and diluted                             9,707,791          4,241,072          9,707,791           2,191,748

</TABLE>

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

                                4
<PAGE>


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

<TABLE>
<CAPTION>
                                                         Cumulative During
                                                         Development Stage
                                                          (July 1, 2004 to
                                                         December 31  2007)          2007               2006
                                                         -----------------     ---------------     ---------------
<S>                                                      <C>                   <C>                 <C>
Cash flows from operating activities
  Net loss attributable to common shareholders           $      (2,108,001)    $       (75,381)    $      (170,399)
  Adjustments to reconcile net loss to cash used
    in operating activities:
       Amortization of debt discount and intangibles               196,850              23,000               3,184
       Issuance of stock and warrants for services                  35,000                   -                   -
       Write-off of acquired in-process research
         and development                                           671,819                   -                   -
       Changes in operating assets and liabilities
         Trade accounts receivable                                       -                   -                   -
         Prepaid and other assets                                   44,429              (4,258)                (50)
         Payable to affiliate                                      153,286              52,049                   -
         Accounts payable and accrued liabilities                   76,255               4,530             108,024
                                                         -----------------     ---------------     ---------------
            Cash used in operating activities                     (930,362)                (60)            (59,241)

Cash flows from financing activities
  Preferred stock dividend paid                                    (20,067)                  -                   -
  Redemption of Warrants                                               100                   -                   -
  Proceeds from issuance of notes payable                          951,700                   -              50,000
                                                         -----------------     ---------------     ---------------
            Cash provided by financing activities                  931,733                   -              50,000

Net increase (decrease) in cash and cash equivalents                 1,371                 (60)             (9,241)
Cash and cash equivalents, beginning of period                           -               1,431              11,032
                                                         -----------------     ---------------     ---------------
Cash and cash equivalents, end of period                 $           1,371     $         1,371     $         1,791
                                                         =================     ===============     ===============
</TABLE>



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

                                5
<PAGE>

                   VPGI CORP. AND SUBSIDIARIES
                  (A Development Stage Company)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2007
                           (Unaudited)

BASIS OF PRESENTATION

      The  accompanying unaudited interim consolidated  financial
statements  of VPGI Corp., have been prepared in accordance  with
accounting principles generally accepted in the United States  of
America  and the rules of the Securities and Exchange Commission,
and  should  be  read in conjunction with the  audited  financial
statements and notes thereto contained in VPGI's Annual Report on
Form  10-KSB  filed with SEC. In the opinion of  management,  all
adjustments,   consisting   of  normal   recurring   adjustments,
necessary for a fair presentation of financial position  and  the
results of operations for the interim periods presented have been
reflected  herein. The results of operations for interim  periods
are  not necessarily indicative of the results to be expected for
the  full  year.  Notes to the financial statements  which  would
substantially duplicate the disclosure contained in  the  audited
financial statements for fiscal 2007 as reported in the Form  10-
KSB have been omitted.

GOING CONCERN MATTERS

      VPGI  incurred net losses of $814,202 and $500,941 for  the
years  ended June 30, 2007 and 2006, respectively.  VPGI incurred
a net loss of $75,381 for the six months ended December 31, 2007.
In  addition,  at  December 31, 2007, VPGI had  negative  working
capital  of  $178,254.   VPGI is dependent  on  funding  from  an
affiliate   for  operating  epxenses.   These  conditions   raise
substantial  doubt about VPGI's ability to continue  as  a  going
concern.

     VPGI is continuing to evaluate all of its options and is
actively seeking a buyer, a merger candidate or an acquisition of
a viable business.

      The  financial statements do not include any adjustment  to
reflect   the   possible  effects  on  the   recoverability   and
classification of assets or liabilities which may result from the
inability of VPGI to continue as a going concern.

PAYABLE TO AFFILIATE

      During  the  year ended June 30, 2007, the Company  entered
into  an  agreement with a privately  held company in which   the
privately  held  company  agreed to pay   certain   expenses  for
VPGI  in  exchange for  a  non-interest bearing note payable   on
demand.   The   privately  held company is   partially  owned  by
Trident   Growth   Fund,   LP  ("Trident"),   which   also   owns
approximately 91% of the outstanding Common Stock of the Company.


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


                                6
<PAGE>


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  March 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  and  we  are  actively  seeking  a  merger  candidate,  an
acquisition  of  a  viable business or a buyer of  the  corporate
entity.

     The  following discussion provides information to assist  in
the  understanding  of  our financial condition  and  results  of
operations for the three and six months ended December 31,  2007.
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, 2007.

                      Results of Operations

     Revenues.   We report no revenues for the three  months  and
six months ended December 31, 2007 or 2006.

     Operating Expenses.  Total operating expenses for the  three
months  ended December 31, 2007 decreased to $54,889 compared  to
$57,580 for the same quarter last year.  Total operating expenses
for  the  six months ended December 31, 2007 decreased to $75,381
compared  to $122,014 for the same period last year.  Significant
components  of  operating expenses for the three and  six  months
ended December 31, 2007 and 2006 consisted of the following:

<TABLE>
<CAPTION>
                               Three Months Ended                   Six Months Ended
                         December 31          December 31      December 31       December 31
                             2007                2006             2007              2006
                         -----------          -----------      -----------       -----------
<S>                      <C>                  <C>              <C>               <C>
Compensation             $         -          $         -      $         -       $         -
Legal expense and
  professional fees           43,329               40,670           52,321            79,395
Amortization Expense          11,500                    -           23,000                 -
Other                             60               16,910               60            42,619
                         -----------          -----------      -----------       -----------
Total                    $    54,889          $    57,580      $    75,381       $   122,014
                         ===========          ===========      ===========       ===========
</TABLE>


      "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,
partially   offset  by  the  increase  in  amortization   expense
associated with our intangible assets.


                 Liquidity and Capital Resources

     Cash Flows From Operations.  Cash used in operations for the
     --------------------------
six months ended December 31, 2007 and 2006 were $60 and $59,241,
respectively.

     Cash Flows From Investing Activities.  During the six months
     ------------------------------------
ended  December  31, 2007 and 2006, we engaged  in  no  investing
activities.


                                7
<PAGE>

     Cash Flows from Financing Activities.  During the six months
     ------------------------------------
ended  December 31, 2007 and 2006, $0 and $50,000,  respectively,
were provided by financing activities.

                          Going Concern

     The Company incurred net losses of $814,202 and $500,941 for
the  years  ended  June  30, 2007 and  2006,  respectively.   The
Company  incurred a net loss of $75,381 for the six months  ended
December  31,  2007.   In  addition, at December  31,  2007,  the
Company had negative working capital of $178,254.  The Company is
dependent  on  funding from an affiliate for operating  expenses.
These  conditions  raise substantial doubt  about  the  Company's
ability to continue as a going concern.

     The Company is continuing to evaluate all of its options and
is actively seeking a buyer, a merger candidate or an acquisition
of a viable business.

      The  financial statements do not include any adjustment  to
reflect   the   possible  effects  on  the   recoverability   and
classification of assets or liabilities which may result from the
inability of the Company to continue as a going concern.


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 "Notes  Payable"
Note  to  the  Consolidated Financial Statements  of  our  Annual
Report on Form 10-K for fiscal year ended June 30, 2007, which is
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 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.


                                8
<PAGE>

                   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/    JOSEPH R. ROZELLE
                                 --------------------------------
                                 JOSEPH R. ROZELLE
                                 Chief Executive Officer
                                 and Principal Financial Officer

Date:  February 13, 2008

                           VPGI CORP.
                        and Subsidiaries

                         EXHIBIT INDEX

Exhibit Number      Description of Exhibits

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.

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.

-----------------
*  Filed herewith.