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, 2007

                                      OR

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


                       Commission File Number 000-13225


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

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

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

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

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

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

 Large accelerated filer ___  Accelerated filer ___  Non-accelerated filer  X

      Indicate by check mark whether the registrant is a shell company (as
 defined in rule 12b-2 of the Exchange Act).       YES ____   NO   X

      At May 15, 2007, there were 9,707,791 shares of Registrant's common
 stock outstanding.

<PAGE>

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

                                   PART I.
                            FINANCIAL INFORMATION


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

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

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

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


                                   PART II.
                              OTHER INFORMATION


 ITEM 6.   EXHIBITS..............................................   13

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

 EXHIBIT INDEX...................................................   14

<PAGE>

                       PART I  -  FINANCIAL INFORMATION

 ITEM 1.   FINANCIAL STATEMENTS

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

                                                     March 31       June 30
                                                       2007           2006
                                                   -----------    -----------
                                                   (Unaudited)
            ASSETS

 CURRENT ASSETS
   Cash and cash equivalents                      $      1,431   $     11,032
   Prepaid expenses                                     21,875         21,132
                                                   -----------    -----------
            Total current assets                        23,306         32,164

 OTHER ASSETS
   Pension surplus                                      55,530         55,530
                                                   -----------    -----------
            Total other assets                          55,530         55,530
                                                   -----------    -----------

            Total assets                          $     78,836   $     87,694
                                                   ===========    ===========

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

<PAGE>

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

                                                     March 31       June 30
                                                       2007           2006
                                                   -----------    -----------
       LIABILITIES AND STOCKHOLDERS' DEFICIT       (Unaudited)

 CURRENT LIABILITIES
   Note payable, net of deferred loan costs       $          -   $    989,951
   Trade accounts payable                               23,508         19,145
   Payable to Affiliate                                 80,500              -
   Accrued expenses                                     36,340        122,152
                                                   -----------    -----------
            Total liabilities                          140,348      1,131,248
                                                   -----------    -----------
 STOCKHOLDERS' DEFICIT

  Preferred stock, cumulative, $1.00 par value;
    1,000,000 shares authorized:
      Series A, -0- and 30,000 shares issued
        and outstanding at March 31, 2007 and
        June 30, 2006, respectively (liquidation
        preference of $0 and $30,000 at March 31,
        2007 and June 30, 2006, respectively)               --         30,000
      Series H, -0- and 2 shares issued and
        outstanding at March 31,2007 and June 30,
        2006, respectively (liquidation preference
        of $0 and $50,000 at March 31, 2007 and
        June 30, 2006, respectively)                        --              2
      Series K, -0- and 20 shares issued and
        outstanding at March 31,2007 and June 30,
        2006, respectively (liquidation preference
        of $500,000)                                        --             20
      Series 2002-G, 6 and 152 shares issued and
        outstanding at March 31, 2007 and June 30,
        2006, respectively (liquidation preference
        of $150,000 and $3.8 million at March 31,
        2007 and June 30, 2006, respectively)                6            152
      Series 2004-L, -0- and 175 shares issued and
        outstanding at March 31, 2007 and June 30,
        2006, respectively (liquidation preference
        of $0 and $1.75 million at March 31, 2007
        and June 30, 2006, respectively                     --            175

   Common stock, $.001 par value; 80,000,000
     shares authorized; 7,707,791 and 137,909
     shares issued and outstanding at March 31,
     2007 and June 30, 2006, respectively                7,708            138
   Additional paid in capital                       62,051,902     60,506,462
   Accumulated deficit                             (60,362,084)   (60,362,085)
   Deficit accumulated during development stage     (1,759,044)    (1,218,418)
                                                   -----------    -----------
      Total stockholders' deficit                      (61,512)    (1,043,554)
                                                   -----------    -----------
      Total liabilities and stockholders' deficit $     78,836   $     87,694
                                                   ===========    ===========

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

<PAGE>
<TABLE>

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

                              Cumulative During     Three months ended         Nine months ended
                              Development Stage  ------------------------  ------------------------
                              (July 1, 2004 to    March 31     March 31     March 31     March 31
                               March 31, 2007)      2007         2006         2007         2006
                              -----------------------------   -----------  -----------  -----------
 <S>                           <C>                <C>          <C>          <C>          <C>
 Revenues
   Product sales               $     5,548        $       -    $        -   $        -   $        -
   Consulting and
     support services                6,695                -             -            -            -
                                ---------------------------     ---------    ---------    ---------

     Total revenues                 12,243                -             -            -            -

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

 Gross margin                       12,243                -             -            -            -

 Operating expenses
   General and administrative    1,056,712           46,808        26,723      168,822      273,778
                                ---------------------------     ---------    ---------    ---------
     Total operating expenses    1,056,712           46,808        26,723      168,822      273,778
                                ---------------------------     ---------    ---------    ---------
     Operating loss             (1,044,469)         (46,808)      (26,723)    (168,822)    (273,778)

 Other (income) expense
   Other income                     (7,559)               -             -            -            -
   Interest expense                398,715                -        36,966       48,385      149,122
                                ---------------------------     ---------    ---------    ---------
   Total other (income)
     expense                       391,156                -        36,966       48,385      149,122
                                ---------------------------     ---------    ---------    ---------

     Net loss                  $(1,435,625)       $ (46,808)   $  (63,689)  $ (217,207)  $ (422,900)
                                ===========================     =========    =========    =========
 Dividend requirements
   on preferred stock                                     -       (62,325)     (62,240)    (186,975)
                                                   --------     ---------    ---------    ---------
 Net loss attributable
   to common stockholders                         $ (46,808)   $ (126,014)  $ (279,447)  $ (609,875)
                                                   ========     =========    =========    =========
 Net loss per share
   attributable to common
   stockholders - basic
   and diluted                                    $   (0.01)   $   (0.91)   $    (0.07)  $    (4.44)
                                                   ========     ========     =========    =========
 Weighted average common
   shares outstanding -
   basic and diluted                              7,562,391      137,909     3,955,828      137,465

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

</TABLE>
<PAGE>

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

                                   Cumulative During
                                   Development Stage
                                   (July 1, 2004 to
                                    March 31, 2007)     2007          2006
                                   ---------------------------     ----------
 Cash flows from operating
   activities
  Net loss                          $(1,435,625)   $  (217,207)   $  (422,900)
  Adjustments to reconcile net
    loss to cash used in
    operating activities:
      Amortization of debt discount     166,216          3,184         59,058
      Issuance of restricted stock
        and warrants for services        35,000         25,000              -
      Write-off of acquired
        in-process research and
           development                  146,819              -              -
       Changes in operating assets
         and liabilities
          Trade accounts receivable           -              -         21,000
          Prepaid and other assets      (27,433)          (743)         4,627
          Accounts payable and
            accrued liabilities         184,721        130,065         38,880
                                     -------------------------     ----------
 Cash and cash equivalents used
   in operating activities             (930,302)       (59,701)      (299,335)

 Cash flows from investing activities
 Cash and cash equivalents used in
   investing activities                       -              -              -

 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        250,000
                                     -------------------------     ----------

  Cash and cash equivalents provided
    by financing activities             931,733         50,100        250,000

  Net increase (decrease) in cash
    and cash equivalents                  1,431         (9,601)       (49,335)

  Cash and cash equivalents,
    beginning of period                       -         11,032         53,337
                                     -------------------------     ----------
  Cash and cash equivalents,
    end of period                   $     1,431    $     1,431    $     4,002
                                     =========================     ==========

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

<PAGE>

                         VPGI CORP. AND SUBSIDIARIES
                        (A Development Stage Company)

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                March 31, 2007
                                 (Unaudited)

 BASIS OF PRESENTATION

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

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

 GOING CONCERN MATTERS

      The Company incurred net losses of  $500,941, $717,477 and $20,355  for
 the years ended  June 30, 2006,  2005 and 2004,  respectively.  The  Company
 incurred a net loss of $217,207 for the  nine  months  ended March 31, 2007.
 In addition, at March 31, 2007, the Company had negative working capital  of
 $117,042 and  negative stockholders  equity of  $61,512.   These  conditions
 raise substantial doubt about the Company's  ability to continue as a  going
 concern.

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

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

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

 DEVELOPMENT STAGE COMPANY

      The Company  previously offered  enhanced digital  media solutions,  as
 well as contact center customer service  solutions  through  CIMphony[TM], a
 suite  of computer  telephony integration  software products  and  services.
 This operation  was discontinued in  March 2002.   Effective  July 1,  2004,
 the Company's management  has devoted substantially all  of its time  to the
 planning and  acquisition of  new operations.   On  November 10,  2004,  the
 Company acquired Venture Pacific Group, Inc. ("VPG") to capitalize upon  and
 apply its technical expertise and its existing technologies to the field  of
 radio frequency  identification  ("RFID").   Since  November 10,  2004,  the
 Company has been relying primarily on  borrowings for its primary source  of
 cash flow.  Accordingly, the Company's financial statements are presented as
 those of  a development  stage enterprise,  as  prescribed by  Statement  of
 Financial Accounting Standard No. 7, Accounting and Reporting by Development
 Stage Enterprises.

 NOTES PAYABLE

      On  November 10, 2004  the Company  entered into  a note  payable  with
 Trident Growth Fund, L.P.  ("Trident") for $700,000,  at an annual  interest
 rate of 14%, maturing on November 10, 2005.  The loan was collateralized  by
 a security interest  in Company  assets.   Interest was  payable monthly  in
 cash.

      On August 10, 2005 the loan  agreement was modified to change the  loan
 amount from $700,000 to $750,000 and the Company entered into an  additional
 note payable with  Trident for $50,000  at an annual  interest rate of  14%,
 maturing on  August 10,  2006.   In connection  with the  $50,000 loan,  the
 Company issued  warrants to  purchase 36,000  shares  of its  Common  Stock,
 exercisable for five years  at an exercise  price of $5.00  per share.   The
 warrants were valued at approximately $3,500.

      On September 19, 2005 the loan  agreement was again modified to  change
 the loan amount from  $750,000 to $850,000 and  the Company entered into  an
 additional note payable with Trident for $100,000 at an annual interest rate
 of 14%, maturing  on September 19,  2006.  In  connection with the  $100,000
 loan, the Company issued  warrants to purchase 72,000  shares of its  Common
 Stock, exercisable for five years at an exercise price  of $5.00  per share.
 The warrants were valued at approximately $6,000.

      On February 7, 2006  the loan  agreement was again  modified to  change
 the loan amount from $850,000 to $950,000  and the Company entered  into  an
 additional  note  payable with  Trident Growth  Fund, L.P.,  for $100,000 at
 an annual interest rate of 14%, maturing on February 7, 2007.  In connection
 with  the  $100,000  loan,  the  Company  issued  warrants to purchase 1,440
 shares of its Common Stock, exercisable for five  years at an exercise price
 of $5.00 per share. The warrants were valued at approximately $1,900.

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

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

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

 CONVERSION OF PREFERRED STOCK

      On September 20,  2006, the holder  of 30,000 shares  of the  Company's
 Series A Preferred  Stock, representing all  of the  issued and  outstanding
 shares of Series A  Preferred Stock, converted its  holdings into shares  of
 the Company's par value $.001 common stock ("Common Stock").  The  preferred
 stock had a liquidation value of  $30,000 and was converted into 600  shares
 of Common Stock at a conversion price of $50 per share.

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

      On September 20, 2006, the holder of 86 shares of the Company's  Series
 2002-G Preferred  Stock  converted its  holdings  into  Common  Stock.   The
 preferred stock had a liquidation value of $2,150,000 and was converted into
 28,667 shares of Common Stock at a conversion price of $75 per share.  After
 the conversion,  sixty-six  (66) shares  of  Series 2002-G  Preferred  Stock
 remained issued and outstanding.

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

      On November 6, 2006,  the  holder  of 60  shares of  our Series  2002-G
 Preferred Stock converted  its holdings into  Common Stock.   The  preferred
 stock had a liquidation  value of $1,500,000 and  was converted into  20,000
 shares of Common Stock at a  conversion price of $75  per share.  After  the
 conversion, six (6) shares of Series 2002-G Preferred Stock remained  issued
 and outstanding.

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

      On  January 18, 2007,  the holder  of 20  shares of  our Series  2002-K
 Preferred Stock, which represented all of the issued and outstanding  shares
 of Series 2002-K Preferred Stock, converted its holdings into Common  Stock.
 The preferred stock had a liquidation value of $500,000; the preferred stock
 was converted into a total of 625,000 shares of Common Stock at a conversion
 price of $0.80 per share.

 OTHER SHARE ISSUANCES

      On January 18, 2007, the holder of warrants to purchase our  par  value
 $.001  common  stock  ("Common Stock")  exercised  all of its warrants at an
 exercise price of $0.05 per share and received 2,000 shares  of  our  Common
 Stock.  On  January 18, 2007,  we  issued  to  our  Chief Executive Officer,
 for  services,  50,000  shares of our Common Stock.  The fair value of these
 services  was  $12,500.  On  January 18, 2007,  we  issued  to a consultant,
 for services, 50,000 shares of our Common Stock.  The  fair value  of  these
 services was $12,500.

 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.

 PAYABLE TO AFFILIATE

      During the quarter ended March 31, 2007,  the  Company  entered into an
 agreement  with a privately held company in which the privately held company
 agreed to pay certain  expenses for VPGI Corp in exchange for a non-interest
 bearing  note  payable on demand.  The privately  held  company is partially
 owned  by  Trident,  which  also  owns  approximately 91% of the outstanding
 Common Stock of the Company.

 BUSINESS SEGMENT INFORMATION

      The  Company  discontinued  normal operations in December, 2002.  Since
 that date, no business segments have existed.

 CONCENTRATION OF CREDIT RISK

      There were no revenues or accounts receivable in the nine months  ended
 March 31, 2007.

 RECENT PRONOUNCEMENTS

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

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

      In July  2006  the Financial  Accounting  Standards Board  issued  FASB
 Interpretation No.  48  ("FIN 48"),  Accounting  for Uncertainty  in  Income
 Taxes.  FIN 48  is intended  to clarify  the accounting  for uncertainty  in
 income taxes recognized in financial statements in accordance with SFAS 109.
 This Interpretation prescribes two steps in evaluating uncertainty in income
 taxes. The steps include a recognition threshold and measurement  attribute.
 In the  recognition  threshold  step the  Company determines  whether it  is
 more-likely-than-not that  a tax  position will  be sustained  based on  the
 technical merits  of  the position.  The  Company should  presume  that  the
 position will be  examined by the  appropriate taxing  authority with  their
 having full  knowledge  of  all relevant  information.  In  the  measurement
 attribute step, the Company  will evaluate its tax  position that meets  the
 more-likely-than-not recognition  threshold.   The  benefit is  measured  to
 determine the  amount to  recognize in  the  financial statements.  The  tax
 position is measured at the largest  amount of benefit that is greater  than
 50 percent likely of being realized upon ultimate settlement.  Tax positions
 that  previously  failed  to   meet  the  more-likely-than-not   recognition
 threshold should be recognized in  the first subsequent financial  reporting
 period in which that threshold is met.  Previously recognized tax  positions
 that no longer meet the more-likely-than-not recognition threshold should be
 derecognized in the first subsequent financial reporting period in which the
 threshold is no  longer met.  FIN  48 is effective  for fiscal years  ending
 after December 15, 2006.  The Company is evaluating the effect, if any, that
 the adoption of FIN 48 will have on its financial statements.

 RETIREMENT PLAN

      Prior to a subsidiary's bankruptcy filing in 1992, the subsidiary had a
 defined benefit plan,  which  covered substantially all full-time employees.
 All plan  benefits were  settled with  the  purchase of  annuities  totaling
 $583,730 on August 7, 2006.  The  Company expects to terminate the plan  and
 distribute remaining  assets  during the  upcoming  year. A  final  periodic
 benefit cost will be determined at that time.  The following table  presents
 the components of net periodic pension  cost recognized in earnings for  the
 nine months ended March 31, 2006  in accordance with the provisions of  SFAS
 No. 132  (revised 2003),  Employers' Disclosures  about Pensions  and  Other
 Postretirement Benefits:

                                   Nine Months Ended
                                     March 31, 2006
                                     --------------
    Service cost                       $       -
    Interest cost                         19,436
    Expected return on plan assets       (19,752)
                                        --------
    Net periodic benefit cost          $    (316)
                                        ========

 SUBSEQUENT EVENTS

 On  May 1, 2007 the  Company  executed  an  Asset  Purchase  Agreement  (the
 "Agreement") with Trident  Growth Fund, LP  ("Trident") and the  transaction
 was completed  on the  same date.  Pursuant to  the Agreement,  the  Company
 acquired certain assets (the "Assets") from Trident, generally described  as
 software, trademarks  and other  intellectual  properties formerly  held  by
 People  Solution,  Inc.,  which  Assets  were  acquired  by  Trident  in   a
 foreclosure of Trident's security  interest in the Assets  on May 30,  2006.
 Consideration paid by the Company for the acquisition of the Assets consists
 of two million  (2,000,000) shares of  par value $.001  common stock of  the
 Company ("Common Stock"). Management has  valued the consideration paid  for
 the assets at approximately  $500,000, based on a  negotiated price of  $.25
 per share of its Common Stock for the conversion of substantially all of its
 outstanding  debt  held  by  Trident into  Common Stock on or about November
 6, 2006.  The  principle  followed  in  determining   the  amount  of   such
 consideration was an estimation of the approximate value of the Assets.


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

                          Forward Looking Statements

      This report may  contain "Forward  Looking Statements,"  which are  our
 expectations, plans, and projections which may  or may not materialize,  and
 which are subject to various  risks and uncertainties, including  statements
 concerning expected expenses  and the  adequacy of  our sources  of cash  to
 finance our current and  future operations.  When  used in this report,  the
 words "plans," "believes," "expects," "anticipates," "estimates" and similar
 expressions are intended  to identify forward-looking  statements.   Factors
 which could cause actual results to materially differ from our  expectations
 include the following:  general economic  conditions and growth in the  high
 tech industry; competitive factors and pricing pressures; changes in product
 mix; the timely development  and acceptance of new  products; and the  risks
 described from  time to  time in  our SEC  filings.   These  forward-looking
 statements speak only as of the date of this report.  We expressly  disclaim
 any obligation or undertaking to release  publicly any updates or change  in
 our expectations or  any change in  events, conditions  or circumstances  on
 which any such statement may be  based, except as may be otherwise  required
 by the securities laws.

                                   Overview

      The Company  previously offered  enhanced digital  media solutions,  as
 well as contact center customer service  solutions  through  CIMphony[TM], a
 suite  o f 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
 fiscal quarter ended March 31, 2007.  It should be read in conjunction  with
 the Consolidated Financial  Statements and  Notes thereto  appearing in  our
 Annual Report on Form 10-K for fiscal year ended June 30, 2006.

                            Results of Operations

      Revenues.  We report no revenues  for the three months and nine  months
 ended March 31, 2007  and  no revenues for the  three months and nine months
 ended March 31, 2006.

      Gross Margin.   Gross margin  was zero for  the three  months and  nine
 months ended March 31, 2007 and the three months and nine months ended March
 31, 2006.

      Operating Expenses.   Total  operating expenses  for the  three  months
 ended March 31, 2007 increased to  $46,808 compared to $26,723 for the  same
 quarter last year.  Total operating expenses for the nine months ended March
 31, 2007 decreased to $168,822 compared to $273,778 for the same period last
 year.  Significant components of operating  expenses for the three and  nine
 months ended March 31, 2007 and 2006 consisted of the following:

                           Three Months Ended      Nine Months Ended
                           March 31   March 31     March 31    March 31
                             2007       2006         2007        2006
                           -------    -------      -------     -------
 Compensation             $      -   $      -     $      -    $ 85,658
 Legal expense and          45,437      5,000      124,832      31,460
   professional fees
 Other                       1,371     21,723       43,990     156,660
                           -------    -------      -------     -------
 Total                    $ 46,808   $ 26,723     $168,822    $273,778
                           =======    =======      =======     =======

      "Other"  expenses  include  public  company  cost,  telephone,  office,
 insurance and other general  and administrative expenses.   The decrease  in
 operating expenses for the nine months ended March 31, 2007 is  attributable
 to the Company's limited business activity during the period.

                       Liquidity and Capital Resources

      Cash  Flows  From  Operations.  Cash  used  in  operations for the nine
 months  ended  March  31,   2007  and  2006   were  $59,701  and   $299,335,
 respectively.

      Cash Flows From  Investing Activities.  During the  nine  months  ended
 March 31, 2007 and 2006, we engaged in no investing activities.

      Cash Flows from  Financing Activities.  During the  nine  months  ended
 March 31, 2007, $50,100  was provided by financing  activities.  During  the
 nine  months  ended  March 31, 2006  we  received  cash of $250,000 from the
 issuance of short-term debt.

                                Going Concern

      The Company incurred net losses of  $500,941, $717,477 and $20,355  for
 the years ended  June 30, 2006,  2005 and 2004,  respectively.  The  Company
 incurred  a  net loss of $217,207 for the  nine months ended March 31, 2007.
 In addition, at March 31, 2007, the Company had negative working capital  of
 $117,042 and  negative stockholders  equity of  $61,512.   These  conditions
 raise substantial doubt about the Company's  ability to continue as a  going
 concern.

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

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

                               Subsequent Event

      On  May  1,  2007  we  executed   an  Asset  Purchase  Agreement   (the
 "Agreement") with Trident  Growth Fund, LP  ("Trident") and the  transaction
 was completed on  the same  date.  Pursuant  to the  Agreement, we  acquired
 certain assets (the "Assets") from Trident, generally described as software,
 trademarks  and  other  intellectual  properties  formerly  held  by  People
 Solution, Inc., which Assets  were acquired by Trident  in a foreclosure  of
 Trident's security interest in the Assets on  May 30, 2006.  Trident is  the
 beneficial owner of approximately 91% of the Company according to a Schedule
 13D filed by Trident on November 6, 2006.  Consideration paid by the Company
 for the acquisition of the Assets consists of two million (2,000,000) shares
 of par value $.001 common stock of the Company ("Common Stock").  Management
 has valued the consideration paid for the Assets at approximately  $500,000,
 based on a negotiated price of  $.25 per share of  its Common Stock for  the
 conversion of substantially all of its outstanding debt held by Trident into
 Common Stock on or about November 6, 2006.


 ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      We are exposed to market risk from changes in interest rates which  may
 adversely affect  our financial  position, results  of operations  and  cash
 flows.  In seeking to minimize the risks from interest rate fluctuations, we
 manage exposures through our regular operating and financing activities.  We
 do not use financial instruments for  trading or other speculative  purposes
 and we are  not a  party to  any leveraged  financial instruments.   We  are
 exposed to interest  rate risk primarily  through our borrowing  activities,
 which are  described  in  the  "Notes  Payable"  Note  to  the  Consolidated
 Financial Statements of our Annual Report on Form 10-K for fiscal year ended
 June 30, 2006, which is incorporated herein by reference.


 ITEM 4.   CONTROLS AND PROCEDURES

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

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

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


                         PART II - OTHER INFORMATION

 ITEM 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, 2007

<PAGE>

                                  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.