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, 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 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 1, 2007, 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...................9

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK..........................................10

ITEM 4.   CONTROLS AND PROCEDURES..............................11


                            PART II.
                       OTHER INFORMATION



ITEM 6.   EXHIBITS.............................................11

SIGNATURES.....................................................11

EXHIBIT INDEX..................................................12



<PAGE>


                PART I  -  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                            VPGI CORP.
                  (A Development Stage Company)
                   Consolidated Balance Sheets
                           (Unaudited)
<TABLE>
<CAPTION>

                                                          September 30,
                                                              2007          June 30 2007
                                                          ------------      ------------
<S>                                                       <C>               <C>
            ASSETS

CURRENT ASSETS
   Cash and cash equivalents                               $     1,431      $     1,431
   Prepaid expenses                                              5,542            1,285
                                                           -----------      -----------

          Total current assets                                   6,973            2,716
OTHER ASSETS
   Intangible assets, net of accumulated
      amortization of $19,134 as of
      September 30, 2007 and $7,634 as
      of June 30, 2007                                         480,866          492,366
                                                           -----------      -----------

          Total assets                                     $   487,839      $   495,082
                                                           ===========      ===========
  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Trade accounts payable                                       10,040           27,352
   Payable to Affiliate                                        131,799          101,237
                                                           -----------      -----------
          Total liabilities                                    141,839          128,589
                                                           -----------      -----------
STOCKHOLDERS' EQUITY
   Preferred stock, cumulative, $1.00 par
      value; 1,000,000 shares authorized:
          Series 2002-G, 6 and 152 shares
            issued and outstanding at
            September 30, 2007 and June 30,
            2007, respectively (liquidation
            preference of $150,000 at September
            30, 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 September 30, 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             (2,376,532)      (2,356,039)
                                                           -----------      -----------
          Total stockholders' equity (deficit)                 346,000          366,493
          Total liabilities and stockholders'              -----------      -----------
            equity (deficit)                               $   487,839      $   495,082
                                                           ===========      ===========
</TABLE>


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


                                  3
<PAGE>


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

<TABLE>
<CAPTION>
                                                Cumulative During
                                                Development Stage           Three months ended
                                               (July 1, 2004 to      September 30        September 30
                                               September 30, 2007)       2007                2006
                                               ------------------- ---------------     ---------------
<S>                                            <C>                 <C>                 <C>
Revenues
   Product sales                                 $     5,548         $         -         $         -
   Consulting and support services                     6,695                   -                   -
                                               --------------      --------------      --------------

            Total revenues                            12,243                   -                   -
                                               --------------      --------------      --------------
Operating expenses
   General and administrative                      1,108,777              20,492              64,434
                                              ---------------     ---------------     ---------------
            Total operating expenses               1,108,777              20,492              64,434
                                              ---------------     ---------------     ---------------
            Operating loss                        (1,096,534)            (20,492)            (64,434)
                                              ---------------     ---------------     ---------------
Other (income) expense
   Other expense                                     557,863                   -                   -
   Interest expense                                  398,715                   -              39,424
                                              ---------------     ---------------     ---------------
             Total other expense                     956,578                   -              39,424
                                              ---------------     ---------------     ---------------

             Net loss                            $(2,053,112)        $   (20,492)        $  (103,858)
                                              ---------------     ---------------     ---------------
Dividend requirements on preferred stock                                       -                                 (62,240)
Net loss attributable to common stockholders                         $   (20,492)        $  (166,098)
                                                                  ===============     ===============
Net loss per share attributable to common
  stockholders - basic and diluted                                   $     (0.00)        $     (1.17)
                                                                  ===============     ===============
Weighted average common shares outstanding
  - basic and diluted                                                  9,707,791             142,425
                                                                  ===============     ===============
</TABLE>


The accompanying notes are an integral part of these statements.


                                  4
<PAGE>



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

<TABLE>
<CAPTION>
                                                         Cumulative During
                                                         Development Stage
                                                         (July 1, 2004 to
                                                         September 30, 2007)         2007               2006
                                                         -----------------     ---------------     ---------------
<S>                                                      <C>                   <C>                 <C>
Cash flows from operating activities
  Net loss                                                 $   (2,053,112)     $      (20,492)     $     (103,858)
  Adjustments to reconcile net loss to cash
    used in operating activities:
       Amortization of debt discount and intangibles              185,350              11,500               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)                  -
           Payable to affiliate                                   131,799              30,562
           Accounts payable and accrued liabilities                54,413             (17,312)             59,022
                                                           ---------------     ---------------     ---------------
              Cash and cash equivalents used in
                operating activities                             (930,302)                  -             (41,652)

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 and cash equivalents provided by
               financing activities                               931,733                   -              50,000

Net increase (decrease) in cash and cash equivalents                1,431                   -               8,348
Cash and cash equivalents, beginning of period                          -               1,431              11,032
                                                           ---------------     ---------------     ---------------
Cash and cash equivalents, end of period                   $        1,431      $        1,431      $       19,380
                                                           ===============     ===============     ===============
</TABLE>

The accompanying notes are an integral part of these statements.


                                  5
<PAGE>


                   VPGI CORP. AND SUBSIDIARIES
                  (A Development Stage Company)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       September 30, 2007
                           (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 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 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 VPGI's Annual Report on Form 10-KSB 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.

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 $20,492 for the nine months ended September  30,
2007.   In  addition, at September 30, 2007,  VPGI  had  negative
working  capital of $134,866.  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.

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  CIMphonyT,  a  suite of computer  telephony  integration
software  products and services.  This operation was discontinued
in  March 2002.  We acquired Venture Pacific Group, Inc.  ("VPG")


                                  6
<PAGE>


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,  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  ended
September 30, 2007 or 2006.

     Operating Expenses.  Total operating expenses for the  three
months ended September 30, 2007 decreased to $20,492 compared  to
$64,434  for the same quarter last year.  Significant  components
of  operating  expenses for the three months ended September  30,
2007 and 2006 consisted of the following:

<TABLE>
<CAPTION>
                                           Three Months Ended
                                      September 30 September 30
                                          2007         2006
                                      ------------ ------------
<S>                                   <C>          <C>
Compensation                          $        -   $        -
Legal expense and professional fees        6,742       38,725
Amortization Expense                      11,500            -
Other                                      2,250       25,709
                                      ----------   ----------
Total                                 $   20,492   $   64,434
                                      ==========   ==========
</TABLE>

      "Other"  expenses include public company  cost,  telephone,
office,  insurance and other general and administrative expenses.
The  decrease  in operating expenses for the three  months  ended
September  30,  2007  is  attributable to the  Company's  limited
business activity during the period.

                 Liquidity and Capital Resources

     Cash Flows From Operations.  Cash used in operations for the
three  months  ended  September 30, 2007 and  2006  were  $-  and
$41,652, respectively.

     Cash  Flows  From  Investing Activities.  During  the  three
months  ended  September  30, 2007 and 2006,  we  engaged  in  no
investing activities.

      Cash  Flows  from Financing Activities.  During  the  three
months  ended  September  31, 2007  and  2006,  $-  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 $20,492 for the three months ended
September  30,  2007.  In addition, at September  30,  2007,  the
Company   had  negative  working  capital  of  $134,866.    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.


                                  7
<PAGE>


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.

                   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.


                                  8
<PAGE>

                              VPGI Corp.
                              (Registrant)

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

Date:     November 13, 2007



                           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.





                                  9
<PAGE>