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


                                  Form 10-Q


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

              For the quarterly period ended December 31, 2004

                                      or

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


                      Commission File Number 000-13225


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


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

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

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


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

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


      At February 14, 2005, there were 6,012,120 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..................     8

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

 ITEM 4.   CONTROLS AND PROCEDURES..............................    10


                             PART II.
                         OTHER INFORMATION

 ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES..............    10

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

 SIGNATURES.....................................................    12

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

<PAGE>

                       PART I  -  FINANCIAL INFORMATION

 ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS


 VPGI CORP. and Subsidiaries
 Consolidated Balance Sheets

                                                   December 31      June 30
                                                       2004           2004
                                                   -----------    -----------
                                                   (Unaudited)
            ASSETS

 CURRENT ASSETS
   Cash and cash equivalents                      $    456,799   $          -
                                                   -----------    -----------
      Total current assets                             456,799              -
                                                   -----------    -----------
 OTHER ASSETS

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

      Total assets                                $    506,771   $     49,972
                                                   ===========    ===========
<PAGE>

 VPGI CORP. and Subsidiaries
 Consolidated Balance Sheets

                                                   December 31      June 30
                                                       2004           2004
                                                   -----------    -----------
                                                   (Unaudited)
       LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
   Other current liabilities
     Note payable, net of deferred loan costs     $    618,797   $          -
     Accrued expenses                                   12,336              -
                                                   -----------    -----------
      Total current liabilities                        631,133              -
                                                   -----------    -----------

      Total liabilities                                631,133              -

 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
       Series 2002-L, 175 shares issued and
         outstanding (liquidation preference
         of $1.75 million)                                 175              -

   Common stock, $.001 par value; 80,000,000
     shares authorized; 6,012,120 and 5,242,120
     shares issued and outstanding at December 31
     and June 30, 2004, respectively                     6,012          5,242
   Additional paid in capital                       60,417,361     60,356,529
   Accumulated deficit                             (60,578,128)   (60,342,017)
                                                   -----------    -----------
      Total stockholders' equity (deficit)            (124,362)        49,972
                                                   -----------    -----------
      Total liabilities and stockholders'
        equity (deficit)                          $    506,771   $     49,972
                                                   ===========    ===========

      The accompanying notes are an integral part of these statements.

<PAGE>
<TABLE>

 VPGI CORP. and Subsidiaries
 Consolidated Statements of Operations
 (Unaudited)


                                          Three months ended          Six months ended
                                      December 31   December 31   December 31   December 31
                                         2004          2003          2004          2003
                                      -----------   -----------   -----------   -----------
 <S>                                 <C>           <C>           <C>           <C>
 Revenues
   Product sales                     $          -  $          -  $          -  $          -
   Consulting and support services            500             -           500             -
                                      -----------   -----------   -----------   -----------
 Total revenues                               500             -           500             -

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

 Gross margin                                 500             -           500             -

 Operating expenses
   General and administrative             211,178         2,685       211,178        39,837
                                      -----------   -----------   -----------   -----------
 Total operating expenses                 211,178         2,685       211,178        39,837
                                      -----------   -----------   -----------   -----------

 Operating loss                          (210,678)       (2,685)     (210,678)      (39,837)

 Other (income) expense
   Other income                                 -             -             -        (6,560)
   Interest expense                        25,433             -        25,433             -
                                      -----------   -----------   -----------   -----------
 Total other (income) expense              25,433             -        25,433        (6,560)
                                      -----------   -----------   -----------   -----------

 Net loss                                (236,111)       (2,685)     (236,111)      (33,277)

 Dividend requirements
   on preferred stock                     (32,775)       (1,075)      (32,775)       (2,150)
                                      -----------   -----------   -----------   -----------
 Net loss attributable
   to common stockholders            $   (268,886) $     (3,760) $   (268,886) $    (35,427)
                                      ===========   ===========   ===========   ===========
 Net loss per share attributable
   to common stockholders -
   basic and diluted                 $      (0.05) $      (0.00) $      (0.05) $      (0.01)
                                      ===========   ===========   ===========   ===========
 Weighted average common shares
   outstanding - basic and diluted      5,627,120     5,242,120     5,434,620     5,040,794


      The accompanying notes are an integral part of these statements.

</TABLE>
<PAGE>

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

                                                       2004            2003
                                                   -----------     -----------
 Cash flows from operating activities
   Net loss                                       $   (236,111)   $    (33,277)
   Adjustments to reconcile net loss to
     cash used in operating activities:
     Amortization of debt discount                      13,098               -
     Acquired in-process research and development      148,421               -
     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:
         Accounts payable and
           accrued liabilities                          12,336          (4,850)
                                                   -----------     -----------
           Cash and cash equivalents used in
             operating activities                      (62,256)         (9,883)

 Cash flows from investing activities
   Acquisition of business, net of cash                (86,645)              -
                                                   -----------     -----------
           Cash and cash equivalents used in
             by investing activities                   (86,645)              -

 Cash flows from financing activities
   Net proceeds from issuance of notes payable         605,700               -
                                                   -----------     -----------
           Cash and cash equivalents provided
             by financing activities                   605,700               -

 Net increase (decrease) in cash and
   cash equivalents                                    456,799          (9,883)
 Cash and cash equivalents, beginning of period              -           9,883
                                                   -----------     -----------
 Cash and cash equivalents, end of period         $    456,799    $          -
                                                   ===========     ===========

 Supplemental cash flow disclosures
      Cash paid for:
           Interest                               $     13,097    $          -
                                                   ===========     ===========
           Income taxes                           $          -    $          -
                                                   ===========     ===========
 Non-cash investing and financing activities

 Acquisition of intangible assets in exchange     $     61,776    $          -
 for common stock, preferred stock and warrants    ===========     ===========
 to acquire common stock

      The accompanying notes are an integral part of these statements.

<PAGE>

                         VPGI CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              December 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.

 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.

 STOCK-BASED COMPENSATION

      The Company has not issued stock options to employees since fiscal
 year ended June 30, 2003.  The options issued during that period vested
 immediately.  No material vesting has occurred with regard to any
 outstanding employee stock options during 2004 or the current fiscal
 period.

 MERGER TRANSACTION

      On November 10, 2004 the Company signed an Agreement and Plan of Merger
 (the "Agreement") to acquire another company, Venture Pacific Group, Inc.
 ("VPG").  The merger was effected by merging a new subsidiary of the Company
 into VPG, resulting in VPG being the surviving entity and a wholly-owned
 subsidiary of the Company.  The merger was effective upon issuance of the
 Certificate of Merger by the Texas Secretary of State on November 16, 2004.

      The acquisition resulted in the issuance to VPG shareholders of
 approximately 770,000 new shares of common stock of the Company, which were
 valued at approximately $60,000, according to the stock price on November
 10, 2004.  The exchange ratio consisted of one share of common stock of the
 Company ("Common Stock") for each ten shares of VPG common stock held by VPG
 shareholders.

      The Company also issued to Trident Growth Fund, LP ("Trident") a new
 series of preferred stock, Series 2004-L Preferred Stock (the "Preferred
 Stock"), to retire an outstanding series of preferred stock of VPG.  The
 Preferred Stock has a liquidation value of $1.75 million and is convertible
 at the option of the holder into a total of 1.75 million shares of Common
 Stock at any time after six months from the issue date.  14% cumulative
 dividends accrue on the Preferred Stock, which are payable as follows:  4%
 dividends are payable quarterly and 10% dividends shall accumulate and be
 payable upon (a) the conversion of the Preferred Stock to Common Stock,
 (b) the redemption of the Preferred Stock, or (c) such time as the Company
 generates positive cash flow sufficient to pay such dividends.  These
 preferred shares were valued at $175.

      Concurrently with the acquisition of VPG, the Company borrowed $700,000
 from Trident and executed a Convertible Note (the "Note") payable at the
 earlier of: (i) November 10, 2005; (ii) the closing date of the Company's
 next public offering; or (iii) the date of any change of control of the
 Company, as defined therein.  Interest is payable monthly on the Note at
 the rate of 14% per annum.  The Note is convertible into Common Stock at any
 time on or after the six month anniversary of the date of issue of the Note,
 at a per share conversion price equal to the average of the closing prices
 of the Common Stock for the three business days ending on any conversion
 date.

      In connection with the merger, the Company issued to Trident warrants
 to purchase 760,000 shares of Common Stock, exercisable for five years at
 an exercise price of $.10 per share.  The warrants were valued at $1,600.

      In accordance with Statement of Financial Accounting Standards
 No. 141, "Business Combinations", the Company has accounted for the merger
 transaction using the purchase method of accounting.  The results of VPG's
 operations have been included in the financial statements since the date of
 acquisition.  With the acquisition of VPG, the Company expects to become
 active in the licensing of radio frequency identification technologies to
 integrate with its own technologies to develop applications in specialty
 areas.

      The following table summarizes the estimated value of the assets
 acquired and liabilities assumed at the date of acquisition.

         Intangible assets                 $   148,421
         Current liabilities assumed            86,645
                                            ----------
            Net assets acquired            $    61,776
                                            ==========

      The $148,421 intangible asset was assigned to in-process research and
 development assets that were written off at the date of acquisition.  Those
 write-offs are included in general and administrative expenses.

      Upon consolidation, all intercompany accounts and transactions have
 been eliminated.


 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. With the acquisition of Venture Pacific Group, Inc. ("VPG")
 in November 2004, we expect to become active in the licensing of radio
 frequency identification ("RFID") technologies to integrate with our
 own technologies to develop applications in specialty areas, such as
 anti-counterfeiting of drugs, medical devices, and logistical systems.
 We are continuing to evaluate all of our options and may continue to
 consider seeking a buyer, a merger candidate or an acquisition of
 another 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 December 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, 2004.

                            Results of Operations

      Revenues.  We report revenues of $500 for the three and six months
 ended December 31, 2004, compared to no revenues for the same periods last
 year.

      Gross Margin.  Gross margin for the three and six months ended December
 31, 2004 was $500, compared to zero for the same periods last year.

      Operating Expenses.  Total operating expenses for the three months
 ended December 31, 2004 were $211,178, compared to $2,685 for the same
 period in 2003.  Total operating expenses for the six months ended December
 31, 2004 were $211,178, compared to $39,837 for the same period last year.
  Significant components of operating expenses for the three and six months
 ended December 31, 2004 and 2003 consisted of the following:

                               Three Months Ended          Six Months Ended
                            December 31  December 31  December 31  December 31
                                2004         2003          2004         2003
                              --------     --------      --------     --------
 Write off of acquired
   research and development  $ 148,421    $       -      $148,421    $      -

 Compensation                        -            -             -       5,760
 Legal expense and
   professional fees            20,588            -        20,588      26,485
 Other                          42,169        2,685        42,169       7,592
                              --------     --------      --------     --------
 Total                       $ 211,178    $   2,685     $ 211,178    $  39,837
                              ========     ========      ========     ========

      During the six months ended December 31, 2003, 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 expired 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 increase in operating expenses for
 the period is attributable to the Company resuming activity with the
 acquisition of VPG during November 2004.

                       Liquidity and Capital Resources

      Cash Flows From Operations.  Cash used in operations for the six months
 ended December 31, 2004 and 2003 was $62,257 and $9,883, respectively.

      Cash Flows From Investing Activities.  During the six months ended
 December 31, 2004, we used net cash in investing activities of $86,645 for
 the acquisition of VPG.  During the six months ended December 31, 2003 we
 engaged in no investing activities.

      Cash Flows from Financing Activities.  During the six months ended
 December 31, 2004 we received cash of $605,700 proceeds from the issuance of
 short-term debt.  During the six months ended December 31, 2003 we engaged
 in no financing activities.


 ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      We are exposed to market risk from changes in interest rates which
 may adversely affect our financial position, results of operations and cash
 flows.  In seeking to minimize the risks from interest rate fluctuations, we
 manage exposures through our regular operating and financing activities.  We
 do not use financial instruments for trading or other speculative purposes
 and we are not a party to any leveraged financial instruments.  We are
 exposed to interest rate risk primarily through our borrowing activities,
 which are described in the "Long-Term Debt" Notes to the Consolidated
 Financial Statements of our Annual Report on Form 10-K for fiscal year
 ended June 30, 2004, which are incorporated herein by reference.


 ITEM 4.   CONTROLS AND PROCEDURES

      Our Chief Executive Officer has reviewed and evaluated the
 effectiveness of our disclosure controls and procedures (as defined in
 Exchange Act Rules 240.13a-15(e) or 15d-15(e)) as of the end of the period
 covered by this report.  Based on that evaluation, the Chief Executive
 Officer has concluded that 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 2.   UNREGISTERED SALES OF EQUITY SECURITIES

      In connection with the acquisition of VPG effective as of November 16,
 2004, the Company has issued and will issue to the shareholders of VPG an
 aggregate of 770,000 new shares of its Common Stock, valued at approximately
 $60,000, based on the Company's stock price at the effective date.  The
 transaction resulted in VPG becoming a wholly owned subsidiary 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.


                                  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:     February 14, 2005

<PAGE>

                                  VPGI CORP.
                               and Subsidiaries

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

 4.1    Series 2004-L Preferred Stock terms and conditions (filed as
        Exhibit "4.1" to the Company's Current Report on Form 8-K dated
        as of November 10, 2004, filed on November 17, 2004.)

 4.2    Form of warrant issued to Trident Growth Fund, L.P. in connection
        with the Loan Agreement dated November 1, 2004 between the Company
        and Trident Growth Fund, L.P. (filed as Exhibit "4.2" to the
        Company's Current Report on Form 8-K dated as of November 10,
        2004, filed on November 17, 2004.)

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

 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.                                    15

 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.                  17
 _______________
 *  Filed herewith.