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, 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)

                   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 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 November 6, 2006, there were 6,980,791 shares of Registrant's common
 stock outstanding.

<PAGE>

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

                                   PART I.
                            FINANCIAL INFORMATION

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

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

 ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK...........................................   12

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


                                   PART II.
                              OTHER INFORMATION


 ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
           PROCEEDS..............................................   12

 ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
           HOLDERS...............................................   13

 ITEM 5.   OTHER INFORMATION.....................................   13

 ITEM 6.   EXHIBITS..............................................   14

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

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

<PAGE>

                       PART I  -  FINANCIAL INFORMATION

 ITEM 1.   FINANCIAL STATEMENTS

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

                                                   September 30     June 30
                                                       2006           2006
                                                   -----------    -----------
                                                   (Unaudited)
            ASSETS

 CURRENT ASSETS
   Cash and cash equivalents                      $     19,380   $     11,032
   Prepaid expenses                                     21,132         21,132
                                                   -----------    -----------
            Total current assets                        40,512         32,164

 OTHER ASSETS
   Pension surplus                                      55,530         55,530
                                                   -----------    -----------
            Total other assets                          55,530         55,530
                                                   -----------    -----------
            Total assets                          $     96,042   $     87,694
                                                   ===========    ===========

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

<PAGE>

 VPGI CORP. and Subsidiaries
 (A Development Stage Company)
 Condensed Consolidated Balance Sheets
                                                  September 30      June 30
                                                       2006           2006
                                                   -----------    -----------
       LIABILITIES AND STOCKHOLDERS' EQUITY        (Unaudited)

 CURRENT LIABILITIES
   Note payable, net of deferred loan costs       $  1,043,135  $     989,951
   Trade accounts payable                               41,926         19,145
   Accrued expenses                                    158,393        122,152
                                                   -----------    -----------
            Total liabilities                        1,243,454      1,131,248

 STOCKHOLDERS' EQUITY

   Preferred stock, cumulative, $1.00 par value;
     1,000,000 shares authorized:
       Series A, -0- and 30,000 shares issued
         and outstanding at September 30 and
         June 30, 2006, respectively (liquidation
         preference of $0 and $30,000 at September
         30 and June 30, 2006, respectively)                --         30,000
       Series H, 1 and 2 shares issued and
         outstanding at September 30 and June 30,
         2006, respectively (liquidation preference
         of $25,000 and $50,000 at September 30 and
         June 30, 2006, respectively)                        1              2
       Series K, 20 shares issued and outstanding
         (liquidation preference of $500,000)               20             20
       Series 2002-G, 66 and 152 shares issued
         and outstanding at September 30 and
         June 30, 2006, respectively (liquidation
         preference of $1.65 million and $3.9
         million at September 30 and June 30,
         2006, respectively)                                66            152
       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; 168,515 and 137,909
       shares issued and outstanding at
       September 30 and June 30, 2006, respectively        169            138
   Additional paid in capital                       60,536,518     60,506,462
   Accumulated deficit                             (60,362,085)   (60,362,085)
   Deficit accumulated during development stage     (1,322,276)    (1,218,418)
                                                   -----------    -----------
      Total stockholders' equity (deficit)          (1,147,412)    (1,043,554)
                                                   -----------    -----------
      Total liabilities and stockholders' equity  $     96,042   $     87,694
                                                   ===========    ===========

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

<PAGE>

 VPGI CORP. and Subsidiaries
 (A Development Stage Company)
 Condensed Consolidated Statements of Operations
 (Unaudited)
 Three Months Ended September 30,

                                    Cumulative During
                                    Development Stage
                                    (July 1, 2004 to
                                   September 30, 2006)   2006         2005
                                   ---------------------------     ----------
 Revenues
   Product sales                    $     5,548    $         -    $         -
   Consulting and support services        6,695              -              -
                                     -------------------------     ----------
     Total revenues                      12,243              -              -

 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              -              -

 Operating expenses
   General and administrative           952,324         64,434        158,252
                                     -------------------------     ----------
     Total operating expenses           952,324         64,434        158,252

     Operating loss                    (940,081)       (64,434)      (158,252)

 Other (income) expense
   Other income                          (7,559)             -              -
   Interest expense                     389,754         39,424         62,882
                                     -------------------------     ----------
     Total other (income) expense       382,195         39,424         62,882
                                     -------------------------     ----------
     Net loss                        (1,322,276)      (103,858)      (221,134)

 Dividend requirements
   on preferred stock                                  (62,240)       (62,325)
                                                    ----------     ----------
 Net loss attributable
   to common stockholders                          $  (166,098)   $  (283,459)
                                                    ==========     ==========
 Per share amounts allocable
  to common stockholders
   Basic and diluted
   Net loss                                        $     (1.17)   $     (2.08)
                                                    ==========     ==========

 Weighted average common shares
   outstanding - basic and diluted                     142,425        136,576

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

<PAGE>

 VPGI CORP. and Subsidiaries
 (A Development Stage Company)
 Condensed Consolidated Statements of Cash Flows
 (Unaudited)
 Three Months Ended September 30,

                                    Cumulative During
                                    Development Stage
                                    (July 1, 2004 to
                                   September 30, 2006)   2006         2005
                                   ---------------------------     ----------
 Cash flows from operating
  activities
  Net loss                          $(1,322,276)   $  (103,858)   $  (221,134)
  Adjustments to reconcile net
   loss to cash used in
   operating activities:
     Amortization of debt discount      166,216          3,184         37,068
     Issuance of warrants
       for services                      10,000              -              -
     Write-off of acquired
       in-process research
       and development                  146,819              -              -
     Changes in operating assets
       and liabilities
        Trade accounts receivable             -              -         21,000
        Prepaid and other assets        (26,690)             -          4,627
        Accounts payable and
          accrued liabilities           113,678         59,022          9,059
                                     -------------------------     ----------
 Cash and cash equivalents used
 in operating activities               (912,253)       (41,652)      (149,380)

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

 Cash flows from financing activities
   Preferred stock dividend paid        (20,067)             -              -
   Proceeds from issuance of
     notes payable                      951,700         50,000        150,000
                                     -------------------------     ----------
   Cash and cash equivalents provided
     by financing activities            931,633         50,000        150,000


 Net increase in cash and
   cash equivalents                      19,380          8,348            620

 Cash and cash equivalents,
   beginning of period                        -         11,032         53,337
                                     -------------------------     ----------
 Cash and cash equivalents,
   end of period                    $    19,380    $    19,380    $    53,957
                                     =========================     ==========

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

<PAGE>

                         VPGI CORP. AND SUBSIDIARIES
                        (A Development Stage Company)

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              September 30, 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.

      On  September 5, 2006,  stockholders  approved  a one for fifty  (1:50)
 reverse split of all outstanding  shares  of  the Company's common stock and
 the  reverse  split  was  implemented  on September 18, 2006.  The par value
 remained at $.001 per share  and  the authorized number of common shares was
 maintained at 80,000,000.  All share  and  per share data give effect to the
 reverse stock split, applied retroactively as if it occurred on July 1, 2005

 GOING CONCERN MATTERS

      The Company incurred net losses of  $500,941, $717,477 and $20,355  for
 the years ended  June 30, 2006,  2005 and 2004,  respectively.  The  Company
 incurred a net  loss of $103,858  for  the three months  ended September 30,
 2006.  In addition, at September 30, 2006, the Company had negative  working
 capital of $1,202,942 and negative stockholders equity of $1,147,412.  These
 conditions raise substantial doubt about  the Company's ability to  continue
 as a going concern.

      The Company is actively seeking a merger candidate, an acquisition of a
 viable business or a buyer of the corporate entity.

      On November 6, 2006, substantially all outstanding debt was  eliminated
 as explained in the "Subsequent Events" footnote.

      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.

 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.  ("Trident") 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.

      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 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 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 June 27, 2006  the loan agreement was  again modified  to change the
 loan amount  from $950,000  to  $996,000 and  the  Company entered  into  an
 additional note payable with Trident for $46,000 at an annual interest  rate
 of 14%, maturing on February 7, 2007.  In  connection with the $46,000 loan,
 the Company issued warrants  to purchase 1,520 shares  of its Common  Stock,
 exercisable for five years  at an exercise  price of $5.00  per  share.  The
 warrants were valued at approximately $3,345.

      On July 19, 2006  the loan agreement was  again modified to change  the
 loan amount from  $996,000 to  $1,046,000 and  the Company  entered into  an
 additional note payable with Trident for $50,000 at an annual interest  rate
 of 14%, maturing on February 7, 2007.

      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.


 CONVERSION OF PREFERRED STOCK

      On  September 20, 2006, the holder  of 30,000 shares  of the  Company's
 Series A Preferred  Stock, representing all  of the  issued and  outstanding
 shares  of Series A Preferred Stock, converted its  holdings into shares  of
 the Company's par value $.001 common stock ("Common Stock").  The  preferred
 stock had a liquidation value of  $30,000 and was converted into 600  shares
 of Common Stock at a conversion price of $50.00 per share.

      On  September 20, 2006, the holder  of one (1)  share of the  Company's
 Series H Preferred  Stock  converted  its holdings  into Common  Stock.  The
 preferred stock had a  liquidation value of $25,000  and was converted  into
 five (5)  shares of  Common Stock  at a  conversion price  of $6,000.00  per
 share.  After  the conversion,  one (1) share  of Series  H Preferred  Stock
 remained issued and outstanding.

      On September 20, 2006, the holder of 86 shares of the Company's  Series
 2002-G  Preferred  Stock  converted its  holdings  into  Common  Stock.  The
 preferred stock had a liquidation value of $2,150,000 and was converted into
 28,667  shares  of Common Stock  at a conversion price  of $75.00 per share.
 After the conversion, sixty-six (66) shares of Series 2002-G Preferred Stock
 remained issued and outstanding.

 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 three months ended
 September 30, 2006.

 RECENT PRONOUNCEMENTS

      On  September  29,  2006,  the  Financial  Accounting  Standards  Board
 ("FASB")  issued  Statement  of  Financial  Accounting  Standards  No.  158,
 Employers' Accounting for Defined  Benefit Pension and Other  Postretirement
 Plans ("SFAS 158").  SFAS  158  requires  employers to  recognize the  over-
 funded or under-funded status of a defined benefit postretirement plan as an
 asset or liability in its statement  of financial position and to  recognize
 changes in that funded status in the year in which the changes occur through
 other  comprehensive  income.  SFAS 158  requires employers  to measure  the
 funded status  of  a plan  as of  the  date  of its  year-end  statement  of
 financial position (with limited exceptions).

      The Company is required to recognize  the funded status of its  defined
 benefit postretirement plan and  to provide the  required disclosures as  of
 the end of the year ending June 30,  2007.  The requirement to measure  plan
 assets and benefit obligations as of the date of the Company's fiscal  year-
 end statement of  financial position is  effective for  fiscal years  ending
 after  December 15, 2008.  As  discussed  in  Note I  to  the Company's 2006
 10K, the  Company  is  in the process  of  terminating its  defined  benefit
 postretirement  plan  and  settling  its  benefit  obligations.  Based  upon
 information as the measurement date of June 1, 2006,  the impact of SFAS 158
 would be to increase assets by $14,470 and increase equity  by $14,470.  The
 actual impact of adoption of SFAS 158 could differ significantly  from these
 estimates due to potential changes  in underlying economic conditions  which
 influence the assumptions used in the actuarial valuation of plan assets and
 obligations, including returns on pension assets, pension contributions  and
 changes in interest rates.

 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.
 All plan  benefits were  settled with  the  purchase of  annuities  totaling
 $583,730 on August 7, 2006.  The  Company expects to terminate the plan  and
 distribute remaining  assets  during the  upcoming  year. A  final  periodic
 benefit cost will be determined at that time.  The following table  presents
 the components of net periodic pension  cost recognized in earnings for  the
 three months ended September 30, 2005  in accordance with the provisions  of
 SFAS No. 132 (revised 2003), Employers' Disclosures about Pensions and Other
 Postretirement Benefits:

                                Three Months Ended
                                September 30, 2005
                                ------------------
      Service cost                  $        -
      Interest cost                      6,479
      Expected return on
        plan assets                     (6,584)
                                     ---------
      Net periodic
        benefit cost                $     (105)
                                     =========

 SUBSEQUENT EVENTS

      On  November 1, 2006,  the holder  of one  (1) share  of the  Company's
 Series H Preferred  Stock converted  its holdings  into  Common  Stock.  The
 preferred stock had a  liquidation value of $25,000  and was converted  into
 five (5)  shares of  Common Stock  at a  conversion price  of $6,000.00  per
 share.  After the conversion, no shares of Series H Preferred Stock remained
 issued and outstanding.

      On November 6, 2006,  the holder of 60  shares of the Company's  Series
 2002-G Preferred  Stock  converted  its  holdings  into  Common  Stock.  The
 preferred stock had a liquidation value of $1,500,000 and was converted into
 20,000  shares  of Common Stock  at a conversion price  of $75.00 per share.
 After the  conversion,  six (6)  shares  of Series  2002-G  Preferred  Stock
 remained issued and outstanding.

      On November 6, 2006, the holder  of 175 shares of the Company's  Series
 2004-L Preferred Stock  converted its  holdings and  accrued dividends  into
 shares of our par value $.001 common stock ("Common Stock").  The  preferred
 stock  had  a liquidation value  of  $1,750,000 and  had  accrued  dividends
 payable  of  $323,419;  the  preferred  stock  and  accrued  dividends  were
 converted into 2,073,419  shares of Common  Stock at a  conversion price  of
 $1.00 per share.  After the conversion, no shares of Series 2004-L Preferred
 Stock remained issued and outstanding.

      On  November 6, 2006,  the  Note  Payable  of  $1,048,700  and  accrued
 interest of  $131,013 with  Trident Growth  Fund,  L.P. was  converted  into
 4,718,852 shares  of  Common Stock at a conversion price of $0.25 per share.
 This  transaction  eliminated substantially all of the Company's outstanding
 debt.


 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  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
 fiscal quarter ended September 30, 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, 2006.

                            Results of Operations

      Revenues.  We report no revenues  for the three months ended  September
 30, 2006 and no revenues for the three months ended September 30, 2005.

      Gross Margin.  Gross  margin  was  zero  for  the  three  months  ended
 September 30, 2006 and the three months ended September 30, 2005.

      Operating Expenses.  Total operating expenses for the three months
 ended September 30, 2006 decreased to $64,434 compared to $158,252 for the
 same quarter last year.  Significant components of operating expenses for
 the three months ended September 30, 2006 and 2005 consisted of the
 following:

                                          2006            2005
                                        --------        --------
 Compensation                          $      --       $  79,218
 Legal expense and professional fees      38,725          25,889
 Other                                    25,709          53,145
                                        --------        --------
 Total                                 $  64,434       $ 158,252
                                        ========        ========

      "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 limited operations.

                       Liquidity and Capital Resources

      Cash  Flows  From  Operations.  Cash  used in  operations for the three
 months ended  September  30,  2006  and  2005  were  $41,652  and  $149,380,
 respectively.

      Cash Flows From Investing  Activities.  During  the three months  ended
 September 30, 2006, we engaged in no investing activities.  During the three
 months ended September 30, 2005 we engaged in no investing activities.

      Cash Flows from Financing  Activities.  During  the three months  ended
 September 30, 2006, $50,000  was provided by  financing  activities.  During
 the  three  months  ended  September 30,  2005  approximately  $150,000  was
 provided by financing activities.  The  primary components of the  financing
 activities for the three months ended  September 30, 2006 and September  30,
 2005 were  $50,000 and  $150,000 proceeds  from the  issuance of  short-term
 debt, respectively.

                                Going Concern

      The Company incurred net losses of  $500,941, $717,477 and $20,355  for
 the years ended  June 30, 2006,  2005 and 2004,  respectively.  The  Company
 incurred  a net loss of $103,858  for  the three months  ended September 30,
 2006.  In addition, at September 30, 2006, the Company had negative  working
 capital of $1,202,942 and negative stockholders equity of $1,147,412.  These
 conditions raise substantial doubt about  the Company's ability to  continue
 as a going concern.

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

      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, 2006, 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.


                         PART II - OTHER INFORMATION

 ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      On September 20, 2006,  the  holder of 30,000  shares of  our Series  A
 Preferred Stock, representing all  of the issued  and outstanding shares  of
 Series A Preferred  Stock, converted  its  holdings into Common  Stock.  The
 preferred stock had a  liquidation value of $30,000  and  was converted into
 600 shares of Common Stock at a conversion price of $50.00 per share.

      On  September 20, 2006, the holder  of one (1)  share of  our Series  H
 Preferred Stock converted  its holdings into  Common  Stock.  The  preferred
 stock had a  liquidation value of  $25,000 and was  converted into five  (5)
 shares of Common Stock at a conversion price of $6,000.00  per share.  After
 the conversion, one (1)  share of Series H  Preferred Stock  remained issued
 and outstanding.

      On  September 20, 2006, the holder  of 86 shares  of  our Series 2002-G
 Preferred Stock converted its  holdings into shares of  our par value  $.001
 common stock ("Common Stock").  The preferred stock had a  liquidation value
 of $2,150,000 and  was converted  into 28,667 shares  of Common  Stock at  a
 conversion price of $75.00 per share.  After the conversion, sixty-six  (66)
 shares of Series 2002-G Preferred Stock remained issued and outstanding.

      The foregoing  issuances  were  made pursuant  to  the  exemption  from
 registration provided by Rule 506 of Regulation D and/or Section 4(2) of the
 Securities  Act  of  1933,  in  that  (a)  the  investor  or  its  purchaser
 representative is reasonably believed to have such knowledge and  experience
 in financial  and business  matters that  it is  capable of  evaluating  the
 merits and  risks of  the  investment, (b)  the  investor or  its  purchaser
 representative were provided with required information and an opportunity to
 obtain additional  information a  reasonable period  of  time prior  to  the
 transaction,  (c) the investor or its purchaser representative were  advised
 of the  limitations  on  resale  of  the  Common  Stock,  (d)  the  investor
 represented its intention to acquire the securities for investment only  and
 not with view to  or for sale in  connection with any distribution  thereof,
 and (e) appropriate legends  were affixed to the  instruments issued in  the
 transactions.


 ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      We held a Special Shareholders' Meeting  on September 5, 2006  to  vote
 on a  directors'  proposal  to  authorize  the  Board  of  Directors, in its
 discretion, to amend  the Company's Articles  of Incorporation  to effect  a
 reverse split of the outstanding shares  of the Company's Common Stock  by a
 ratio not in excess of one (1)  for fifty (50), without further approval  or
 authorization of the Company's shareholders.

      Of 6,895,454 common shares issued and outstanding  as of July 31, 2006,
 the Record Date,  5,429,971 were represented  in person or  by proxy at  the
 meeting, which constituted a quorum for  the transaction of all business  to
 come before the  meeting.  The  proposal was duly  approved by the  required
 number of shares represented at the meeting, as follows:

      FOR [5,208,256]        AGAINST [216,855]        ABSTAIN [4,860]


 ITEM 5.   OTHER INFORMATION

      On November 1, 2006,  the holder  of  one  (1) share  of our  Series  H
 Preferred Stock converted  its holdings  into  Common  Stock.  The preferred
 stock had a  liquidation value of  $25,000 and was  converted into five  (5)
 shares of Common Stock at a conversion price of $6,000.00  per share.  After
 the conversion, no shares  of Series H Preferred  Stock remained issued  and
 outstanding.

      On  November 6, 2006,  the holder  of 60  shares of  our Series  2002-G
 Preferred  Stock converted  its holdings into  Common Stock.  The  preferred
 stock had a liquidation  value of $1,500,000 and  was converted into  20,000
 shares of Common Stock at a conversion price of $75.00 per share.  After the
 conversion, six (6) shares of Series 2002-G Preferred Stock remained  issued
 and outstanding.

      On  November 6, 2006, the  holder of 175  shares of  our Series  2004-L
 Preferred Stock, which represented all  of the issued and outstanding shares
 of Series 2004-L Preferred Stock, converted its holdings into Common  Stock.
 The  preferred stock had a liquidation  value of $1,750,000 and had  accrued
 dividends payable of  $323,419; the  preferred stock  and accrued  dividends
 were converted  into  a total  of  2,073,419 shares  of  Common Stock  at  a
 conversion price of $1.00 per share.

      On  November 6, 2006,  the terms  of the  loan agreement  with  Trident
 covering our  outstanding  convertible  debt were  modified  to  reduce  the
 conversion price from  the 3-day average closing price  of our Common  Stock
 ($2.75 per share as  of November 6, 2006)  to $0.25 per  share.  The  entire
 outstanding principal balance and  accrued interest totaling $1,179,713  was
 then converted into 4,718,852 shares of  Common Stock, in full  satisfaction
 of the debt.  The general effect of such modification upon the rights of the
 holder of the  securities is that  the holder received  4,289,865 shares  of
 Common Stock more than it would have  received if it had converted the  debt
 without the modification.  The benefit of the modification to the Company is
 that virtually all of our outstanding debt was eliminated.

      The conversion of the convertible preferred stock and convertible  debt
 into equity securities  by Trident resulted  in a change  in control of  the
 Company, in that Trident acquired beneficial ownership of approximately  97%
 of the voting securities of the Company.  Prior to the transaction,  control
 rested with approximately 15,000 of  our public shareholders, including  one
 shareholder who held beneficial ownership  of approximately 30% and  another
 shareholder who held beneficial ownership of approximately 5% of our  voting
 securities.  There are  no arrangements or  understandings among members  of
 both the former and new control groups and their associates with respect  to
 election  of  directors  or  other  matters.  To our  knowledge,  there  are
 currently no arrangements in effect that may at a subsequent date result  in
 a change in control of the Company.

      The foregoing  issuances  were  made pursuant  to  the  exemption  from
 registration provided by Rule 506 of Regulation D and/or Section 4(2) of the
 Securities  Act  of  1933,  in  that  (a)  the  investor  or  its  purchaser
 representative is reasonably believed to have such knowledge and  experience
 in financial  and business  matters that  it is  capable of  evaluating  the
 merits and  risks of  the  investment, (b)  the  investor or  its  purchaser
 representative were provided with required information and an opportunity to
 obtain additional  information a  reasonable period  of  time prior  to  the
 transaction, (c) the investor  or its purchaser representative were  advised
 of the  limitations  on  resale  of  the  Common  Stock,  (d)  the  investor
 represented its intention to acquire the securities for investment only  and
 not with view to  or for sale in  connection with any distribution  thereof,
 and (e) appropriate legends  were affixed to the  instruments issued in  the
 transactions.


 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.

      On September 5, 2006,  our stockholders approved  and  on September 18,
 2006, we implemented a one for fifty (1:50) reverse split of our outstanding
 shares of common stock.  With the completion of the reverse stock split,  we
 had approximately  139,191 common  shares outstanding.  All  share  and  per
 share data give effect to the reverse stock split, applied retroactively  as
 if it occurred on July 1, 2003.


                                  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:  November 14, 2006

<PAGE>

                                  VPGI CORP.
                               and Subsidiaries

                                 EXHIBIT INDEX

 Exhibit Number             Description of Exhibits
 ----------------------------------------------------------------------------
 10.1 * Third Amendment to Loan Agreement dated November 10, 2004 between the
        Company and Trident Growth Fund, LP.

 10.2 * Fourth Amendment to Loan Agreement dated November 10, 2004 between
        the Company and Trident Growth Fund, LP.

 10.3 * Fifth Amendment to Loan Agreement dated November 10, 2004 between the
        Company and Trident Growth Fund, LP.

 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.