UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  Form 10-Q


 [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 2004

                                      OR

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934
      For the transition period from _______________ to _______________


                       Commission File Number 000-13225


                                  VPGI CORP.
            ------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


                 Texas                                  75-1975147
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
   incorporation or organization)

            P.O. Box 802808
             Dallas, Texas                               75380
 (Address of principal executive offices)              (Zip Code)

                                (214) 263-3122
             (Registrant's telephone number, including area code)


      Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act
 of 1934 during the preceding 12 months (or for such shorter period that the
 registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.    YES   X    NO ___

      Indicate by check mark whether the Registrant is an accelerated filer
 (as defined in rule 12b-2 of the Exchange Act).   YES          NO   X

      At April 30, 2004, there were 5,242,120 shares of Registrant's common
 stock outstanding.

<PAGE>

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

                              PART I.
                       FINANCIAL INFORMATION


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

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

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

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

                             PART II.
                         OTHER INFORMATION

 ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.....................    12

 SIGNATURES.....................................................    13

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

<PAGE>

                       PART I  -  FINANCIAL INFORMATION

 ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS


 VPGI CORP. and Subsidiaries
 Consolidated Balance Sheets

                                                     March 31       June 30
                                                       2004           2003
                                                   -----------    -----------
                                                   (Unaudited)
            ASSETS

 CURRENT ASSETS
   Cash and cash equivalents                      $          -     $    9,883
   Trade accounts receivable, net                            -              -
   Notes receivable                                          -              -
   Inventories                                               -              -
   Prepaid expenses                                          -              -
   Other current assets                                      -              -
                                                   -----------    -----------
     Total current assets                                    -          9,883

 PROPERTY AND EQUIPMENT, net of
   accumulated depreciation                                  -              -

 OTHER ASSETS
   Purchased software, net of
     accumulated amortization                                -              -
   Product and software development
     costs, net of accumulated amortization                  -              -
   Intellectual property license, net of
     accumulated amortization                                -              -
   Goodwill, net of accumulated amortization                 -              -
   Security deposit on corporate office                 12,948         12,948
   Other                                                     -              -
                                                   -----------    -----------
     Total other assets                                 12,948         12,948
                                                   -----------    -----------
     Total assets                                 $     12,948   $     22,831
                                                   ===========    ===========

<PAGE>

 VPGI CORP. and Subsidiaries
 Consolidated Balance Sheets
                                                     March 31       June 30
                                                       2004           2003
                                                   -----------    -----------
                                                   (Unaudited)
     LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
   Current maturities of long-term debt           $          -   $          -
   Current maturities of obligations
     under capital leases                                    -              -
   Trade accounts payable                                    -              -
   Accrued expenses                                      7,142         11,992
   Deferred revenue                                          -              -
                                                   -----------    -----------
     Total current liabilities                           7,142         11,992

 LONG TERM DEBT, less current maturities                     -              -

 OBLIGATIONS UNDER CAPITAL LEASES, less
   current maturities                                        -              -
                                                   -----------    -----------
     Total liabilities                                   7,142         11,992

 STOCKHOLDERS' EQUITY

   Preferred stock, cumulative, $1.00
     par value; 1,000,000 shares authorized:
       Series A, 30,000 shares issued and
         outstanding (liquidation preference
         of $30,000)                                    30,000         30,000
       Series H, 2 shares issued and outstanding
         (liquidation preference of $50,000)                 2              2
       Series K, 20 shares issued and outstanding
         (liquidation preference of $500,000)               20             20
       Series 2002-G, 196 shares issued and
         outstanding (liquidation preference
         of $4.9 million)                                  196            196

   Common stock, $.001 par value; 80,000,000
     shares authorized; 5,242,120 and 4,486,120
     shares issued and outstanding at March 31,
     2004 and June 30, 2003, respectively                5,242          4,486
   Additional paid in capital                       60,365,155     60,337,666
   Accumulated deficit                             (60,394,809)   (60,361,531)
                                                   -----------    -----------
     Total stockholders' equity                          5,806         10,839
                                                   -----------    -----------
     Total liabilities and stockholders' equity   $     12,948   $     22,831
                                                   ===========    ===========

       The accompanying notes are an integral part of these statements.

<PAGE>
<TABLE>

 VPGI CORP. and Subsidiaries
 Consolidated Statements of Operations
 (Unaudited)
                                         Three months ended          Nine months ended
                                       March 31      March 31      March 31      March 31
                                         2004          2003          2004          2003
                                      -----------   -----------   -----------   -----------
 <S>                                 <C>           <C>           <C>           <C>
 Revenues
   Product sales                     $          -  $          -  $          -  $     42,730
   Consulting and support services              -             -             -       498,055
                                      -----------   -----------   -----------   -----------
 Total revenues                                 -             -             -       540,785

 Cost of products and services
   Cost of product sales                        -             -             -        50,649
   Cost of consulting and
     support services                           -             -             -       154,545
                                      -----------   -----------   -----------   -----------
 Total cost of products and services            -             -             -       205,194
                                      -----------   -----------   -----------   -----------

 Gross margin                                   -             -             -       335,591

 Operating expenses
   Selling                                      -           226             -        10,369
   General and administrative                   -        67,760        39,837       982,221
   Depreciation and amortization                -             -             -       261,637
   Asset impairment                             -             -             -     1,238,943
   Discount on acceleration of note
     receivable collection                      -             -             -       300,000
   Impairment of goodwill                       -             -             -     1,005,509
                                      -----------   -----------   -----------   -----------
 Total operating expenses                       -        67,986        39,837     3,798,679
                                      -----------   -----------   -----------   -----------
 Operating loss                                 -       (67,986)      (39,837)   (3,463,088)

 Other (income) expense
   Other (income) expense                       -         8,222        (6,560)      (38,728)
   Interest expense                             -             -             -        13,166
                                      -----------   -----------   -----------   -----------
 Total other (income) expense                   -         8,222        (6,560)      (25,562)
                                      -----------   -----------   -----------   -----------
 Net loss                                       -       (76,208)      (33,277)   (3,437,526)

 Decrease in redemption value of
   redeemable preferred stock                   -        30,100             -     1,316,100
 Dividend requirements on
   preferred stock                         (1,075)       (1,075)       (3,225)       (3,225)
                                      -----------   -----------   -----------   -----------
 Net loss attributable to
   common stockholders               $     (1,075) $    (47,183) $    (36,502) $ (2,124,651)
                                      ===========   ===========   ===========   ===========

 Net loss per share attributable
   to common stockholders - basic
   and diluted                       $      (0.00) $      (0.01) $      (0.01) $      (0.53)
                                      ===========   ===========   ===========   ===========
 Weighted average common shares
   outstanding - basic and diluted      5,242,120     4,451,920     5,107,415     4,015,937


 The accompanying notes are an integral part of these statements.

</TABLE>
<PAGE>

 VPGI CORP. and Subsidiaries
 Consolidated Statements of Cash Flows (Unaudited)
 Nine Months Ended March 31,

                                                       2004            2003
                                                   -----------     -----------
 Cash flows from operating activities
   Net loss                                       $    (33,277)   $ (3,437,526)
   Adjustments to reconcile net loss to
    cash used in operating activities:
     Depreciation and amortization                           -         261,637
     Asset impairment                                        -       1,238,943
     Discount on acceleration of note
       receivable collection                                 -         300,000
     Impairment of goodwill                                  -       1,005,509
     Amortization of debt discount                           -          16,563
     Common stock issued                                   756               -
     Warrants to purchase common stock issued           27,488               -
     Changes in operating assets and
       liabilities, net of effects of
       acquisitions and dispositions:
         Trade accounts receivable                           -         356,178
         Inventories                                         -          49,929
         Prepaid expense                                     -         273,271
         Other current assets                                -           3,506
         Accounts payable and accrued
           liabilities                                  (4,850)     (1,059,563)
         Deferred revenue                                    -         (50,869)
                                                   -----------     -----------
           Cash and cash equivalents used in
             operating activities                       (9,883)     (1,042,422)

 Cash flows from investing activities
   Proceeds from certificate of deposit                      -          25,000
   Collections on note receivable                            -         550,000
                                                   -----------     -----------
           Cash and cash equivalents provided
             by investing activities                         -         575,000

 Cash flows from financing activities
   Proceeds from long term debt                              -         100,000
   Principal payments on long-term debt                      -        (300,000)
   Principal payments on capital lease
     obligations                                             -         (31,495)
                                                   -----------     -----------
           Cash and cash equivalents used in
             financing activities                            -        (231,495)

 Net decrease in cash and cash equivalents              (9,883)       (698,917)
 Cash and cash equivalents, beginning of period          9,883         724,051
                                                   -----------     -----------
 Cash and cash equivalents, end of period         $          -    $     25,134
                                                   ===========     ===========
 Supplemental information
   Cash paid for interest                         $          -    $     12,389

      The accompanying notes are an integral part of these statements.

<PAGE>

                         VPGI CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 2004
                                 (Unaudited)


 BASIS OF PRESENTATION

      The interim consolidated financial statements and summarized notes
 included herein were prepared, without audit, in accordance with accounting
 principles generally accepted in the United States of America (U.S. GAAP)
 for interim financial information, pursuant to rules and regulations of the
 Securities and Exchange Commission. Because certain information and notes
 normally included in complete financial statements prepared in accordance
 with U.S. GAAP were condensed or omitted pursuant to such rules and
 regulations, it is suggested that these financial statements be read
 in conjunction with the Consolidated Financial Statements and the Notes
 thereto, included in the Company's Annual Report on Form 10-K for the
 preceding fiscal year.  These interim financial statements and notes hereto
 reflect all adjustments which are, in the opinion of management, necessary
 for a fair statement of results for the interim periods presented.  Such
 financial results, however, should not be construed as necessarily
 indicative of future earnings.

 REDEEMABLE PREFERRED STOCK

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

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

 IMPAIRMENT OF GOODWILL

      In October 2002, management and the Board of Directors of the Company
 determined, based on i) lower than expected revenues, ii) its inability
 to secure contracts it had expected to secure during the quarter ended
 September 30, 2002, and iii) its limited resources, the Company would not
 continue to support the operations of its subsidiary, Network America
 ("NWA"), but rather would apply its resources in other areas.  As a result
 of this decision, and based on the fair value of the subsidiary, the Company
 determined that $1,005,509 of unamortized goodwill on the Company's books
 related to NWA was impaired under Statement of Financial Accounting
 Standards No. 142 ("SFAS 142").  Accordingly, the Company recorded an
 impairment expense for that amount to write off the goodwill as of September
 30, 2002.  Approximately $694,000 of the impairment expense is reflected
 in the services segment, while the remaining $312,000 is reflected in the
 product sales segment in the Company's Business Segment Information for the
 nine months ended March 31, 2003.

 NOTES PAYABLE / NOTES RECEIVABLE

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

 SALE OF SUBSIDIARIES

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

 LOSS PER SHARE

      Basic loss per share 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 and, when
 dilutive, common shares issuable for stock options, warrants and convertible
 securities.  There are no dilutive securities in the three and nine-month
 periods ended March 31, 2004 or 2003.  The effect of preferred stock
 dividends and changes in value of redeemable preferred stock on net income
 allocable to common stockholders was negligible and $.01 per share for the
 three months ended March 31, 2004 and 2003, respectively, and negligible and
 $.33 per share for the nine months ended March 31, 2004 and 2003,
 respectively.

      The weighted average of outstanding warrants that were not included in
 the diluted calculation because their effect would be anti-dilutive total
 1,023,558 and 592,844 for the three months and 1,112,159 and 555,992 for
 the nine months ended March 31, 2004 and 2003, respectively.  The weighted
 average of outstanding options that were not included in the diluted
 calculation because their effect would be anti-dilutive total 1,903,033
 and 1,758,013 for the three months and 1,926,784 and 1,984,737 for the
 nine months ended March 31, 2004 and 2003, respectively.

 BUSINESS SEGMENT INFORMATION

      Until it discontinued normal operations in December 2002, the Company
 was primarily engaged in high technology product sales and consulting and
 support services.  The following tables set forth certain information with
 respect to the three and nine months ended March 31:

                               Three Months Ended          Nine Months Ended
                              March 31     March 31      March 31     March 31
                                2004         2003          2004         2003
                             ----------   ----------    ----------   ----------
 Net Revenues:
      Product sales         $         -  $         -   $         -  $    42,730
      Services                        -            -             -      498,055
                             ----------   ----------    ----------   ----------
 Total revenues             $         -  $         -   $         -  $   540,785
                             ==========   ==========    ==========   ==========

 Operating loss
      Product sales         $         -  $         -   $         -  $(1,329,123)
      Services                        -         (226)            -     (890,448)
      Corporate                       -      (67,760)      (39,837)  (1,243,517)
                             ----------   ----------    ----------   ----------
 Total operating loss                 -      (67,986)      (39,837)  (3,463,088)

 Less interest expense                -            -             -      (13,166)
 Interest and other
  income (expense)                    -       (8,222)        6,560       38,728
                             ----------   ----------    ----------   ----------
 Net loss                   $         -  $   (76,208)  $   (33,277) $(3,437,526)
                             ==========   ==========    ==========   ==========


 STOCK-BASED COMPENSATION

      In December 2002, the Financial Accounting Standards Board (FASB)
 issued Statement of Financial Accounting Standards No. 148, "Accounting
 for Stock-Based Compensation - Transition and Disclosure" (SFAS 148) which
 amends Statement of Financial Accounting Standards No. 123, "Accounting for
 Stock-Based Compensation" (SFAS 123).  SFAS 148 provides alternative methods
 of transition for voluntary change to the fair value based method of
 accounting for stock-based employee compensation and requires disclosures
 in annual and interim financial statements of the effects of stock-based
 compensation as reflected below.

      The Company continues to account for its stock options under the
 recognition and measurement principles of Accounting Principles board
 Opinion No. 25 "Accounting for Stock Issued to Employees," and related
 Interpretations.  No stock based employee compensation expense related to
 the Company's stock options is reflected in the net loss, as all options
 granted under the plan had an exercise price equal to the market value of
 the underlying common stock on the date of grant.

      The following table illustrates the effect on net loss and loss per
 share if the Company had applied the fair value recognition provisions of
 SFAS 123 to stock-based compensation.

                               Three Months Ended          Nine Months Ended
                              March 31     March 31      March 31     March 31
                                2004         2003          2004         2003
                             ----------   ----------    ----------   ----------
 Net loss, as reported      $         -  $   (76,208)  $   (36,502) $(3,437,526)
 Deduct:  Total stock-based
   employee compensation
   expense determined using
   the fair value based
   method for all awards    $         -  $  (102,920)  $   (13,125) $  (308,760)
                             ----------   ----------    ----------   ----------
 Pro forma net los          $         -  $  (179,128)  $   (49,627) $(3,746,286)
                             ==========   ==========    ==========   ==========

 Loss per share
      As reported           $     (0.00) $     (0.02)  $     (0.01) $     (0.86)
      Pro forma             $     (0.00) $     (0.04)  $     (0.01) $     (0.93)


 The fair value of these options was estimated at the date of grant using the
 Black-Scholes option pricing model with the following weighted-average
 assumptions:

                               Three Months Ended          Nine Months Ended
                              March 31     March 31      March 31     March 31
                                2004         2003          2004         2003
                             ----------   ----------    ----------   ----------
 Expected volatility             -           150%          150%         150%
 Risk-free interest rate         -          0.90%         0.90%        0.90%
 Expected lives                  -         5 years       5 years      5 years
 Dividend yield                  -            -             -            -


 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, such as 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 other risks described from
 time to time in the 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 changes in our expectations
 or any change in events, conditions or circumstances on which any such
 statement may be based, except as may be otherwise required by the
 securities laws.

                                   Overview

      Until the Company discontinued operations in December 2002, we offered
 enhanced digital media solutions to customers worldwide.  We also offered
 contact center customer service solutions through CIMphony[TM], a suite of
 computer telephony integration (CTI) software products and services.  We are
 continuing to evaluate all of our options and may consider seeking a buyer,
 a merger candidate or an acquisition of a viable business.

      The following discussion provides information to assist in the
 understanding of our financial condition and results of operations for the
 fiscal quarter ended March 31, 2004.  It should be read in conjunction with
 the Consolidated Financial Statements and Notes thereto appearing in our
 Annual Report on Form 10-K for fiscal year ended June 30, 2003.

                            Results of Operations

      Revenues.  We report no revenues for the third fiscal quarters ended
 March 31, 2004 and 2003.  For the nine months ended March 31, 2004, total
 revenues decreased to zero compared to $541,000 for the same period last
 year.  The decrease is due to the Company discontinuing all operations
 during December 2002.

      Gross Margin.  Gross margin for the third fiscal quarters ended March
 31, 2004 and 2003 was zero.  Gross margin for the nine months ended March
 31, 2004 was zero, compared to $336,000 for the same period last year.

      Operating Expenses.  Total operating expenses for the three months
 ended March 31, 2004 decreased to zero compared to $68,000 for the same
 quarter last year.  Total operating expenses for the nine months ended March
 31, 2004 decreased to $40,000 compared to $3.8 million for the same period
 last year.   Significant components of operating expenses for the three and
 nine months ended March 31, 2004 and 2003 consisted of the following:

                               Three Months Ended          Nine Months Ended
                              March 31     March 31      March 31     March 31
                                2004         2003          2004         2003
                             ----------   ----------    ----------   ----------
 Compensation               $         -  $    67,000   $     5,760  $   526,000
 Facilities                           -        1,000             -      142,000
 Depreciation                         -            -             -       54,000
 Amortization of product
  and software development
  costs, purchased software,
  trademark, and goodwill             -            -             -      208,000
 Asset impairment                     -            -             -    1,239,000
 Discount on acceleration of
  note receivable collection          -            -             -      300,000
 Legal expense and
  professional fees                   -            -        26,485      143,000
 Sales and marketing expenses         -            -             -       10,000
 Impairment of goodwill               -            -             -    1,006,000
 Other                                -            -         7,592      171,000
                             ----------   ----------    ----------   ----------
 Total                      $         -  $    68,000   $    39,837  $ 3,799,000
                             ==========   ==========    ==========   ==========

      During the nine months ended March 31, 2004, another business venture
 utilized the former corporate headquarters and made the lease payments.
 As of December 31, 2003, this business venture had vacated the premises.
 The lease term expires on November 30, 2004 and the balance of the lease
 obligation is considered a contingent liability of the Company, dependent
 upon the landlord re-leasing the space to another tenant.  "Other" expenses
 include public company cost, telephone, travel, office, insurance and other
 general and administrative expenses. The decrease in operating expenses for
 the period is attributable to the Company discontinuing all operations in
 December 2002.

                       Liquidity and Capital Resources

      Cash Flows From Operations.  Cash used in operations for the nine
 months ended March 31, 2004 and 2003 was $9,883 and approximately
 $1,042,000, respectively.

      Cash Flows From Investing Activities.  During the nine months ended
 March 31, 2004 we engaged in no investing activities.  During the nine
 months ended March 31, 2003, we received net cash from investing activities
 of $575,000, consisting of proceeds from redemption of a certificate of
 deposit and collections on the note received in the sale of the Curtis
 Mathes trademark.

      Cash Flows from Financing Activities.  During the nine months ended
 March 31, 2004 we engaged in no financing activities.  During the nine
 months ended March 31, 2003 we used cash of approximately $231,000 in
 financing activities.  The primary components of the financing activities
 for the nine months ended March 31, 2003 were $100,000 from proceeds of
 long-term debt and a $300,000 principal payment on long-term debt.


 ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      We are exposed to market risk from changes in interest rates which may
 adversely affect our financial position, results of operations and cash
 flows.  In seeking to minimize the risks from interest rate fluctuations, we
 manage exposures through our regular operating and financing activities.  We
 do not use financial instruments for trading or other speculative purposes
 and we are not a party to any leveraged financial instruments.  We are
 exposed to interest rate risk primarily through our borrowing activities,
 which are described in the "Long-Term Debt" Notes to the Consolidated
 Financial Statements of our Annual Report on Form 10-K for fiscal year
 ended June 30, 2003, which are incorporated herein by reference.


 ITEM 4.   CONTROLS AND PROCEDURES

      Our Chief Executive Officer has reviewed and evaluated the
 effectiveness of our disclosure controls and procedures (as defined in
 Exchange Act Rules 240.13a-15(e) or 15d-15(e)) as of the end of the period
 covered by this report.  Based on that evaluation, the Chief Executive
 Officer has concluded that 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.


                         PART II - OTHER INFORMATION


 ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits

           Reference is made to the Exhibit Index beginning on page 13
           of this Form 10-Q for a list of all exhibits filed with and
           incorporated by reference in this report.

      (b)  Reports on Form 8-K

           During the three months ended March 31, 2004 the Company filed no
           Current Reports on Form 8-K.


                                  SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the Registrant has caused this report to be signed on its behalf by the
 undersigned thereunto duly authorized.

                               VPGI Corp.
                               (Registrant)

                               By:  /s/ PATRICK A. CUSTER
                                    -------------------------------
                                    Patrick A. Custer
                                    Chief Executive Officer
                                    and Principal Financial Officer

 Date:     May 14, 2004

<PAGE>


                                  VPGI CORP.
                               and Subsidiaries

                                EXHIBIT INDEX

 Exhibit                                                          Sequential
 Number                    Description of Exhibits                Page Number
 ----------------------------------------------------------------------------

 31 *      Certification of Chief Executive Officer and Principal
           Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)
           of the Securities and Exchange Act of 1934, as adopted
           pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    14

 32 *      Certification of Chief Executive Officer and Principal
           Financial Officer pursuant to 18 U.S.C. Section 1350, as
           adopted pursuant to Section 906 of the Sarbanes-Oxley Act
           of 2002.                                                      16
 _______________
 *  Filed herewith.