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, 2008
                                    --------------

                               OR

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

     For the transition period from _________ to __________


                Commission File Number 000-13225


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

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

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

                         (281) 488-3883
       ----------------------------------------------------
       (Registrant's telephone number, including area code)

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

     Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer.  See definition of "accelerated filer and large
accelerated filer" in rule 12b-2 of the Exchange Act.

  Large accelerated 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 May 1, 2008, there were 9,707,791 shares of Registrant's
common stock outstanding.

<PAGE>

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

                            PART I.
                     FINANCIAL INFORMATION


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

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS...............    6

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

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


                            PART II.
                       OTHER INFORMATION


ITEM 6.   EXHIBITS..........................................    9

SIGNATURES..................................................    9

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


<PAGE>

                PART I  -  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


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

<TABLE>
<CAPTION>                                      March 31,       June 30,
                                                 2008            2007
                                              -----------    ----------
<S>                                           <C>            <C>

                ASSETS
                ------

CURRENT ASSETS
  Cash and cash equivalents                   $       335    $     1,431
  Prepaid expenses                                  6,542          1,285
                                              -----------    -----------

    Total current assets                            6,877          2,716

OTHER ASSETS
  Intangible assets, net of accumulated
    amortization of $42,134 and $7,634,
    respectively                                  457,866        492,366
                                              -----------    -----------

    Total assets                                $ 464,743    $   495,082
                                              ===========    ===========


  LIABILITIES AND STOCKHOLDERS' EQUITY
  ------------------------------------

CURRENT LIABILITIES
   Trade accounts payable                          35,931         27,352
   Payable to Affiliate                           160,846        101,237
                                              -----------    -----------
    Total liabilities                             196,777        128,589
                                              -----------    -----------

STOCKHOLDERS' EQUITY
   Preferred stock, cumulative, $1.00
   par value; 1,000,000 shares authorized:
     Series 2002-G, 6 shares issued and
       outstanding (liquidation preference
       of $150,000, respectively)                       6             6
     Common stock, $.001 par value;
       80,000,000 shares authorized;
       9,707,791 shares issued and
       outstanding                                  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                                     (2,454,566)   (2,356,039)
                                              -----------    -----------

     Total stockholders' equity                   267,966        366,493
                                              -----------    -----------
     Total liabilities and
     stockholders' equity                     $   464,743    $   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         Nine months ended
                               (July 1, 2004 to     March 31     March 31     March 31       March 31
                                March 31, 2008)      2008          2007        2008            2007
                               -----------------   ----------   ----------   ----------    -----------
<S>                            <C>                 <C>          <C>          <C>           <C>

Revenues
  Product sales                $          5,548    $        -   $        -   $        -    $         -
  Consulting and support
  services                                6,695             -            -            -              -
                               -----------------   ----------   ----------   ----------    -----------

     Total revenues                       12,243            -            -            -              -

Operating expenses
   General and administrative          1,186,812       23,146       46,808       98,527        168,822
                               -----------------   ----------   ----------   ----------    -----------

     Total operating expenses          1,186,812       23,146       46,808       98,527        168,822
                               -----------------   ----------   ----------   ----------    -----------

     Operating loss                   (1,174,569)     (23,146)     (46,808)     (98,527)      (168,822)

Other (income) expense
  Other expense                          557,863            -            -            -              -
  Interest expense                       398,715            -            -            -         48,385
                               -----------------   ----------   ----------   ----------    -----------

     Total other expense                 956,578            -            -            -         48,385
                               -----------------   ----------   ----------   ----------    -----------

     Net loss                         (2,131,147)     (23,146)     (46,808)     (98,527)      (217,207)

Dividend requirements on
  preferred stock                                           -            -            -        (62,240)
                                                   ----------   ----------   ----------    -----------
Net loss attributable to
  common stockholders                              $  (23,146)  $  (46,808)  $  (98,527)   $  (279,447)
                                                   ==========   ==========   ==========    ===========

Net loss per share
  attributable to common
  stockholders
  - basic and diluted                              $    (0.00)  $    (0.01)  $    (0.01)   $     (0.07)
                                                   ==========   ==========   ==========    ===========

Weighted average common shares
  outstanding
  - basic and diluted                               9,707,791    7,562,391    9,707,791      3,955,828

</TABLE>


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


                                    4

<PAGE>

VPGI CORP.
(A Development Stage Company)
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended March 31,

<TABLE>
<CAPTION>
                                         Cumulative During
                                         Development Stage
                                         (July 1, 2004 to
                                          March 31, 2008)      2008          2007
                                         -----------------   ----------   ----------
<S>                                      <C>                 <C>          <C>
Cash flows from operating activities
  Net loss attributable to common
    shareholders                         $      (2,131,147)  $  (98,527)  $ (217,207)
  Adjustments to reconcile net loss to
    cash used in operating activities:
      Amortization of debt discount
      and intangibles                              208,350       34,500        3,184
  Issuance of stock and warrants for
    services                                        35,000            -       25,000
  Write-off of acquired in-process
    research and development                       671,819            -            -
  Changes in operating assets and
  liabilities
    Prepaid and other assets                        43,429       (5,258)        (743)
    Payable to affiliate                           168,946       59,609            -
    Accounts payable and accrued
      liabilities                                   72,205        8,580      130,065
                                         -----------------   ----------   ----------
      Cash used in operating activities           (931,398)      (1,096)     (59,701)

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

Cash provided by financing activities              931,733            -       50,100

Net increase (decrease) in cash
  and cash equivalents                                 335       (1,096)      (9,601)

Cash and cash equivalents, beginning
  of period                                              -        1,431       11,032
                                         -----------------   ----------   ----------
Cash and cash equivalents,
  end of period                          $             335   $      335   $    1,431
                                         =================   ==========   ==========
</TABLE>



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


                               5

<PAGE>

                           VPGI CORP.
                  (A Development Stage Company)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         March 31, 2008
                           (Unaudited)

BASIS OF PRESENTATION

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

GOING CONCERN MATTERS

     VPGI incurred net losses of $814,202 and $500,941 for the
years ended June 30, 2007 and 2006, respectively.  VPGI incurred
a net loss of $98,527 for the nine months ended March 31, 2008.
In addition, at March 31, 2008, VPGI had negative working capital
of $189,900.  VPGI is dependent on funding from an affiliate for
operating expenses.  These conditions raise substantial doubt
about VPGI's ability to continue as a going concern.

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

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

PAYABLE TO AFFILIATE

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

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


                              6

<PAGE>

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")
in November 2004 to capitalize upon and apply our technical
expertise and our existing technologies to the field of radio
frequency identification ("RFID").  We plan to participate in
other business ventures and opportunities as they may present
themselves.  Our new business model continues in the development
stage and we are actively seeking a merger candidate, an
acquisition of a viable business or a buyer of the corporate
entity.

     The following discussion provides information to assist in
the understanding of our financial condition and results of
operations for the three and nine months ended March 31, 2008.
It should be read in conjunction with the Consolidated Financial
Statements and Notes thereto appearing in our Annual Report on
Form 10-K for fiscal year ended June 30, 2007.

Results of Operations

     Revenues.  We report no revenues for the three months and
nine months ended March 31, 2008 or 2007.

     Operating Expenses.  Total operating expenses for the three
months ended March 31, 2008 decreased to $23,146 compared to
$46,808 for the same quarter last year.  Total operating expenses
for the nine months ended March 31, 2008 decreased to $98,527
compared to $168,822 for the same period last year.  Significant
components of operating expenses for the three and nine months
ended March 31, 2008 and 2007 consisted of the following:

<TABLE>
<CAPTION>
                           Three Months Ended        Nine Months Ended
                          March 31     March 31     March 31    March 31
                            2008         2007         2008        2007
                         ----------   ----------   ----------  ---------
<S>                      <C>          <C>          <C>         <C>
Compensation             $        -   $        -   $        -  $       -
Legal expense and
  professional fees          11,610       45,437       63,931    124,832
Amortization Expense         11,500            -       34,500          -
Other                            36        1,371           96     43,990
                         ----------   ----------   ----------  ---------
Total                    $   23,146   $   46,808   $   98,527  $ 168,822
                         ==========   ==========   ==========  =========
</TABLE>


     "Other" expenses include public company cost, telephone,
office, insurance and other general and administrative expenses.
The decrease in operating expenses for the period is attributable
to the Company's limited business activity during the period,
partially offset by the increase in amortization expense
associated with our intangible assets.


Liquidity and Capital Resources

     Cash Flows From Operations.  Cash used in operations for the
nine months ended March 31, 2008 and 2007 were $1,096 and
$59,701, respectively.

     Cash Flows From Investing Activities.  During the nine
months ended March 31, 2008 and 2007, we engaged in no investing
activities.

     Cash Flows from Financing Activities.  During the nine
months ended March 31, 2008 and 2007, $0 and $50,100,
respectively, were provided by financing activities.


                              7
<PAGE>


                        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 $98,527 for the nine months ended
March 31, 2008.  In addition, at March 31, 2008, the Company had
negative working capital of $189,900.  The Company is dependent
on funding from an affiliate for operating expenses.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

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

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


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK

     We are exposed to market risk from changes in interest rates
which may adversely affect our financial position, results of
operations and cash flows.  In seeking to minimize the risks from
interest rate fluctuations, we manage exposures through our
regular operating and financing activities.  We do not use
financial instruments for trading or other speculative purposes
and we are not a party to any leveraged financial instruments.
We are exposed to interest rate risk primarily through our
borrowing activities, which are described in the "Notes Payable"
Note to the Consolidated Financial Statements of our Annual
Report on Form 10-K for fiscal year ended June 30, 2007, which is
incorporated herein by reference.

ITEM 4.   CONTROLS AND PROCEDURES

     Evaluation of Disclosure Controls and Procedures.  Our Chief
Executive Officer has reviewed and evaluated the effectiveness of
our disclosure controls and procedures (as defined in Exchange
Act Rules 240.13a-15(e) or 15d-15(e)) as of the end of the period
covered by this report.  Based on that evaluation, the Chief
Executive Officer has concluded that our current disclosure
controls and procedures provide him with reasonable assurance
that they are effective to provide him with timely material
information relating to us required to be disclosed in the
reports we file or submit under the Exchange Act.

     Annual report on internal control over financial reporting.
Based upon the most recent pronouncements of the Securities and
Exchange Commission, our first annual report on internal control
over financial reporting is due for inclusion in our annual
report on Form 10-K for the twelve month period ending June 30,
2008.  We expect to begin the process during next fiscal year of
identifying a framework to use to evaluate the effectiveness of
our internal control over financial reporting as (as defined in
Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of
1934.)

     Changes in Internal Control over Financial Reporting.  Our
management has evaluated whether any change in our internal
control over financial reporting occurred during the last fiscal
quarter.  Based on that evaluation, management concluded that
there has been no change in our internal control over financial
reporting during the relevant period that has materially
affected, or is reasonably likely to materially affect, our
internal control over financial reporting.



                              8
<PAGE>


                   PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS

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

                          SIGNATURES

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

                              VPGI Corp.
                              (Registrant)

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

Date:  May 15, 2008

                           VPGI CORP.
                        and Subsidiaries

                         EXHIBIT INDEX

Exhibit Number      Description of Exhibits

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

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

*  Filed herewith.