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

                                  Form 10-K

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

                   For the fiscal year ended June 30, 2004

                       Commission file number 000-13225

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

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

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

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

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                     None

         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                   Common Stock, par value $.001 per share
                               (Title of class)

      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, if disclosure of delinquent filers pursuant
 to Item 405 of Regulation S-K is not contained herein, and will not be
 contained, to the best of Registrant's knowledge, in definitive proxy or
 information statements incorporated by reference in Part III of this Form
 10-K or any amendment to this Form 10-K.     [X]

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

      As of December 31, 2003 the aggregate market value of the voting
 stock held by non-affiliates of the Registrant (4,473,547 shares) was
 approximately $536,826, based on the closing sale price of the Common Stock
 as reported by the OTC Bulletin Board[R] ($0.12).  Shares of Common Stock
 held by each executive officer and director and by each person who owns 5%
 or more of the outstanding Common Stock, based on corporate records and
 Schedule 13G filings, have been excluded since such persons may be deemed
 affiliates. This determination of affiliate status is not necessarily a
 conclusive determination for other purposes.

      At September 28, 2004 there were 5,242,120 shares of Registrant's
 Common Stock outstanding.

      DOCUMENTS INCORPORATED BY REFERENCE:  exhibits shown on the Exhibit
 Index.

<PAGE>

                                GENERAL INDEX

                                                            Page Number

 ITEM l.   BUSINESS............................................  3

 ITEM 2.   PROPERTIES..........................................  5

 ITEM 3.   LEGAL PROCEEDINGS...................................  5

 ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  5

 ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
           STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
           SECURITIES..........................................  5

 ITEM 6.   SELECTED FINANCIAL DATA.............................  6

 ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATION..................  7

 ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK......................................... 12

 ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......... 13

 ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE................. 13

 ITEM 9A.  CONTROLS AND PROCEDURES............................. 13

 ITEM 9B.  OTHER INFORMATION................................... 14

 ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.. 14

 ITEM 11.  EXECUTIVE COMPENSATION.............................. 15

 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT.......................................... 16

 ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...... 18

 ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.............. 18

 ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.......... 19

 SIGNATURES.................................................... 19

 EXHIBIT INDEX................................................. 50

<PAGE>

                                  VPGI CORP.

                                    PART I

 ITEM l.   BUSINESS

      (a)  General Development of Business

      We were incorporated in Texas on July 13, 1984.  We filed an S-18
 registration statement in November 1984 and completed the registered
 offering in January 1985.  In 1996 we introduced a digital media device
 (set top box), which enabled the display of Internet content on a
 television.  In 1998 we added design and cabling services for voice/data
 networks and in 1999 we added computer telephony integration (CTI)
 capabilities to our product offerings with customized call center
 solutions.

      In December 2002, due to our financial position and the business
 outlook for the foreseeable future, we discontinued normal operations.
 All of our directors resigned, except for the CEO who remained as the sole
 director, and we laid off all of our remaining officers and employees,
 although some former employees continued to act in limited consulting roles
 to facilitate an orderly winding down process.  We are continuing to
 evaluate various options and may consider a merger candidate, an acquisition
 of a viable business or positioning the Company for a buyer of the corporate
 entity.

      (b)  Financial Information About Industry Segments

      Please refer to Note O of the Notes to Consolidated Financial
 Statements in this Form 10-K for information concerning Industry Segments.

      (c)  Narrative Description of Business

      We have conducted no business operations since December 2002.  The
 following information, consequently, relates only to normal business
 operations conducted prior to that date.

 Major Markets, Products and Services

      Our digital media technology was available for licensing by customers
 wishing to manufacture and market a digital media device that provided easy
 and affordable access to the Internet through the television medium.  The
 units offered video on demand, Internet access, broadcast entertainment
 programming and content streams.  The digital media devices allowed users
 to save and store programming, rewind, and pause television shows in mid-
 broadcast; provided electronic programming guides that allowed users to
 select channels based on television show, actor, or theme and could be used
 to collect demographic information.

      Our CTI technologies offered customized products for customer contact
 centers, which could be designed to support a diverse network of sites, and
 managed voice and data transactions from multiple sources while allowing for
 intelligent routing and queuing.

 Patents, Trademarks and Licenses

      We owned or held rights to all patents, trademarks and licenses that we
 considered to be necessary in the conduct of our business.

 Manufacturing

      We did not own manufacturing facilities, but rather contracted all
 manufacturing to third parties.

 Environmental

      We were in compliance with all applicable environmental laws.

 Major Customers

      In fiscal year 2003, one customer accounted for approximately 39% of
 consolidated revenues.  In fiscal year 2002, one customer accounted for
 approximately 44.6% of consolidated revenues and at June 30, 2002, one
 customer accounted for 58.1% and another customer accounted for 25.2% of
 trade accounts receivable.

 Competition

      We operated in an intensely competitive industry.  A number of
 companies had developed digital media devices and technologies similar to
 ours, including, among others, low-cost Internet access technologies, (ii)
 "set top" boxes, as well as (iii) video game devices that provide Internet
 access.  Personal computer manufacturers offered products that offered
 television viewing combined with Internet access.  CTI competitors included
 companies that marketed products with functionalities similar to ours.

 Employees

      As of June 30, 2004, the Company had no employees.

 Warranty

      The Company has no material outstanding warranty obligations.


 ITEM 2.   PROPERTIES

      Until December 2002, we operated from the following locations, which
 were deemed suitable for our operations.  At June 30, 2004, all locations
 were closed.

      Location       Purpose/Use               Owned/Leased   Square Footage
      --------       -----------               ------------   --------------
      Dallas, TX     Corporate Headquarters       Leased          16,617
      Dallas, TX     Storage facility             Leased           5,120
      Tulsa, OK      Subsidiary office            Leased           7,500


 ITEM 3.   LEGAL PROCEEDINGS

      Prior to closing the business in December 2002, we were routinely a
 party to ordinary litigation incidental to our business, as well as to other
 litigation of a nonmaterial nature.


 ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

      No matter was submitted to a vote of security holders during the fourth
 quarter of the fiscal year covered by this report on Form 10-K, through the
 solicitation of proxies or otherwise.



                                   PART II

 ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
           MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

      Until September 13, 2002 our common stock, $.001 par value (the "Common
 Stock") traded on the NASDAQ SmallCap MarketSM.  It now trades on the OTC
 Bulletin Board under the symbol "VPGI."  High and low trade price
 information for our Common Stock is presented below for each quarter in the
 last two fiscal years.

      Quarter Ending Date              High Trade          Low Trade
      -------------------              ----------          ---------

      Fiscal 2004
      -----------
      June 30, 2004                      $  0.10            $  0.05
      March 31, 2004                     $  0.18            $  0.085
      December 31, 2003                  $  0.29            $  0.10
      September 30, 2003                 $  0.18            $  0.08

      Fiscal 2003
      -----------
      June 30, 2003                      $  0.19            $  0.018
      March 31, 2003                     $  0.045           $  0.02
      December 31, 2002                  $  0.20            $  0.035
      September 30, 2002                 $  0.85            $  0.15


 Holders

      As of June 30, 2004 there were approximately 11,500 record shareholders
 and individual participants in security position listings.

 Dividends

      We have never paid cash dividends on common shares and do not
 anticipate doing so in the foreseeable future.  In addition, our Series
 2002-G Convertible Preferred Stock contains preferential covenants that
 materially limit the discretion of our Board of Directors with respect
 to payment of dividends or making any other distribution to our common
 shareholders so long as Series 2002-G is outstanding or unconverted.

 Securities Authorized for Issuance Under Equity Compensation Plans

<TABLE>
      The following table summarizes our equity compensation plans as of June
 30, 2004:

                                                                      Number of Securities
                       Number of Securities                          Remaining Available For
                        To Be Issued Upon      Weighted-average       Future Issuance Under
                     Exercise of Outstanding   Exercise Price of    Equity Compensation Plans
                       Options, Warrants      Outstanding Options,   (Excluding Securities
 Plan Category             and Rights         Warrants and Rights   Reflected in Column (a))
 --------------------------------------------------------------------------------------------
 <S>                   <C>                   <C>                    <C>
                       (a)                   (b)                    (c)
 Equity Compensation
 Plans Approved by
 Security Holders          1,815,533               $   3.94                 3,101,967

 Equity Compensation
 Plans Not Approved by
 Security Holders            215,000               $   0.02                       -0-
                           ---------                -------                 ---------
        Total              2,030,533               $   3.53                 3,101,967
                           =========                =======                 =========

</TABLE>

      Options issued and available for future issuance under stockholder-
 approved plans consist primarily of those authorized pursuant to our
 1999 Equity Incentive Plan.  Options issued under plans not approved by
 stockholders consist of a one-time grant to former employees for services
 rendered in connection with the winding down of normal Company operations
 and to consultants for prior services rendered.


 ITEM 6.   SELECTED FINANCIAL DATA

<TABLE>
      All financial data for the years referenced below were derived from our
 Consolidated Financial Statements for those years and the comparability of
 the information is affected by acquisitions, dispositions, and other
 transactions which are described in the footnotes which accompany those
 Consolidated Financial Statements, and which should be read in conjunction
 with this five-year financial summary.  Other factors which may affect the
 comparability of the information for the more recent fiscal years are
 discussed further in Item 7 below.

                                                    Year Ended June 30,
                             -------------------------------------------------------------
                             2004           2003          2002          2001          2000
                             ----           ----          ----          ----          ----
 <S>                      <C>          <C>            <C>           <C>           <C>
 Consolidated Statement
 of Operations Data
 ----------------------
 Revenues                 $       --   $  625,785     $5,369,311    $9,332,232    $ 9,145,705

 Operating loss              (37,018)  (3,516,230)    (3,894,502)    (6,789,892)  (10,631,655)

 Net loss                    (20,355)  (3,435,735)    (2,733,434)    (6,622,458)  (10,863,875)

 Net loss attributable
   to common stockholders    (24,655)  (2,123,935)    (1,019,077)      (284,658)   (9,825,275)

 Loss per Common Share (1)     (0.01)       (0.51)         (0.30)         (0.08)        (3.82)


 Consolidated Balance
  Sheet Data
 --------------------
 Total assets                 49,972       62,700      4,842,203      8,837,360    12,523,204

 Long term debt                   --           --         14,938      1,388,126       595,324

 Redeemable preferred stock       --           --      1,456,000      1,170,000     8,409,600

 Stockholders' equity         49,972       50,708      2,018,192      3,933,806       860,699

 Number of employees              --           --             25             67           104

 (1)  Basic and diluted loss per share which was computed based upon the
      weighted average number of common shares outstanding during each fiscal
      year.
</TABLE>

 ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

      The following discussion provides information to assist in the
 understanding of our financial condition and results of operations and
 should be read in conjunction with the Consolidated Financial Statements
 and related notes appearing elsewhere herein.

                          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.

                            Results of Operations

      Please refer to Note O of the Notes to Consolidated Financial
 Statements in this Form 10-K for additional information on our operating
 segments.

 FISCAL YEAR ENDED JUNE 30, 2004 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2003
 ---------------------------------------------------------------------------

 Revenues

      We discontinued all operations in December 2002 and had no revenues for
 fiscal year 2004.  Revenues of $626,000 for fiscal year 2003 were primarily
 comprised of revenues from the sale of CTI products and support services
 during the first half of the fiscal year before the Company discontinued
 operations.

 Gross Margin

      We had no gross margin for fiscal year 2004.  Gross margin for fiscal
 year 2003 was $421,000, which represented 67.2% of all revenue in fiscal
 year 2003.  This is attributable to the virtual elimination of all costs
 associated with the sale of products and services due to the discontinuance
 of operations.

 Operating Expenses

      Total operating expenses for fiscal year 2004 decreased to
 approximately $37,000, compared to approximately $3.94 million for the
 same period last year.  Significant components of operating expenses for
 the fiscal years ended June 30, 2004 and 2003 consisted of the following:

                                                   Year ended June 30,
                                            -------------------------------
                                                2004                2003
                                            -----------         -----------
 Compensation                              $      5,760        $    537,859
 Facilities                                         -0-             156,560
 Depreciation                                       -0-             439,621
 Asset Impairment                                   -0-           1,793,534
 Amortization of software development
   costs, trademark, and goodwill                   -0-             177,985
 Online service expense                             -0-               2,188
 Legal expense and professional fees            17,860              205,411
 Sales and marketing                                -0-              10,370
 Other                                          13,398              613,293
                                            -----------         -----------
 Total                                     $    37,018         $  3,936,821
                                            ===========         ===========

      "Other" expenses include public company cost, telephone, travel,
 office, insurance, and other general and administrative expenses.  The
 decrease in operating expenses for fiscal year 2004 is attributable to the
 discontinuance of all Company operations in December 2002.

 Interest Expense

      We had no interest expense in fiscal year 2004 as compared to total
 interest expense of $13,000 for the previous year.  The decrease in interest
 expense is attributable to the elimination of debt.


 FISCAL YEAR ENDED JUNE 30, 2003 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2002
 ---------------------------------------------------------------------------

 Revenues

      Total revenues for fiscal year 2003 decreased to $626,000, as compared
 to $5.37 million in 2002.  Revenues for fiscal year 2003 are primarily
 comprised of revenues from the sale of CTI products and support services
 during the first half of the fiscal year before the Company discontinued
 all operations.

 Gross Margin

      Gross margin for fiscal year 2003 was $421,000, as compared to $3.11
 million for 2002.  This represents 67.2% of all revenue in fiscal year
 2003, compared to 58% in the previous year.  The increase as a percentage of
 revenue can be attributed to the virtual elimination of all costs associated
 with the sale of products and services due to the discontinuance of
 operations.

 Write-Off of Inventory and Software Development Costs

      We wrote off all remaining inventories, purchased software and product
 and software development costs in December 2002 for fiscal year 2003, as
 they were no longer being utilized.  No inventories were written down or
 off and we did not capitalize any software development costs in fiscal year
 2002.

 Operating Expenses

      Total operating expenses for fiscal year 2003 decreased to
 approximately $3.94 million, compared to approximately $7.0 million for the
 same period last year.  Significant components of operating expenses for the
 fiscal years ended June 30, 2003 and 2002 consisted of the following:

                                                   Year ended June 30,
                                            -------------------------------
                                                2003                2002
                                            -----------         -----------
 Compensation                              $    537,859        $  3,099,108
 Facilities                                     156,560             578,423
 Depreciation                                   439,621             494,112
 Asset Impairment                             1,793,534                 -0-
 Amortization of software development
   costs, trademark, and goodwill               177,985           1,098,937
 Online service expense                           2,188              66,516
 Legal expense and professional fees            205,411             141,489
 Extinguishment of debt                             -0-             406,243
 Sales and marketing                             10,370              52,850
 Other                                          613,293           1,070,460
                                            -----------         -----------
 Total                                     $  3,936,821        $  7,008,138
                                            ===========         ===========

      "Other" expenses include public company cost, telephone, travel,
 office, insurance, and other general and administrative expenses.  The
 decrease in operating expenses for fiscal year 2003 is attributable to
 the discontinuance of all Company operations in December 2002.

 Interest Expense

      Total interest expense for fiscal year 2003 was $13,000 as compared
 to $101,000 in 2002.  The decrease in interest expense is primarily
 attributable to the virtual elimination of our debt level at June 30, 2003,
 from approximately $215,000 at June 30, 2002.


                       Liquidity and Capital Resources

      Cash and cash equivalents at June 30, 2004 were zero compared to $9,883
 at June 30, 2003.  In the past we relied on available borrowing arrangements
 and sales of our common and preferred stock to supplement operations.
 However, during 2003 outside financial resources became unavailable to us
 and it was necessary to discontinue operations and close the Company.

 Cash Flows From Operations

      Cash used in operations for the fiscal year ended June 30, 2004 was
 $9,883 compared to $1.07 million used in operations in 2003.  The major
 components of cash used in operations during 2004 were comprised of a
 $20,000 loss from operations, accounts payable and accrued liabilities of
 $11,992 and other assets of $12,948, offset by issuances of common stock
 and warrants to purchase common stock valued at approximately $28,000.

      Cash used in operations for the fiscal year ended June 30, 2003 was
 $1.07 million compared to $2.15 million used in operations in 2002.  The
 major components of cash used in operations during 2003 were comprised of a
 $3.48 million loss from operations, including depreciation and amortization
 of $440,000, asset and goodwill impairment of $1.7 million, and a discount
 on a note receivable of $300,000.

      Cash used in operations for the fiscal year ended June 30, 2002 was
 $2.15 million compared to $3.46 million in 2001.  The major components of
 cash used in operations during 2002 were comprised of a $2.73 million loss
 from operations, including depreciation and amortization of $1.6 million
 (primarily capitalized software amortization) and a one-time gain of $1.1
 million on the sale of the Curtis Mathes trademark, as well as a reduction
 in our investment in working capital.  In addition, a loss of $406,000 for
 extinguishment of debt resulted from the assumption by the purchaser of the
 trademark of a $2 million note payable.

 Cash Flows From Investing Activities

      During fiscal year 2004, we conducted no investing activities.

      During fiscal year 2003, we discounted the outstanding principal
 balance of $850,000 of the note receivable received in the sale of the
 Curtis Mathes trademark and collected $550,000.   We additionally redeemed
 a certificate of deposit for $25,000.

      During fiscal year 2002, we sold the Curtis Mathes trademark to an
 investment group for $4.5 million, which included $635,000 in cash ($450,000
 of which was received in fiscal 2001) and $1,865,000 in a note receivable.
 The sale resulted in a release of a secured debt of $2 million as the buyer
 assumed the outstanding debt, providing additional operating capital.  The
 value of the sale was based on an estimated four years of projected royalty
 stream from the Curtis Mathes brand.  Payments received on the note
 receivable in fiscal 2002 totaled $1.02 million, and the outstanding
 principal balance of the note receivable at June 30, 2002 was $850,000.
 We additionally purchased approximately $12,000 of property and equipment
 during 2002 and purchased a long-term certificate of deposit for $25,000.

 Cash Flows From Financing Activities

      During fiscal year 2004, we had no financing activities.

      Cash of $315,000 was used in financing activities during fiscal year
 2003, consisting of payments on long-term and capital lease obligations.
 Cash of $100,000 was borrowed during fiscal year 2003.

      Cash flow from financing activities generated approximately $1.11
 million during fiscal year 2002; major components include $500,000 from the
 issuance of preferred stock and $700,000 from proceeds of long term debt.

                                Other Matters

 Critical Accounting Policies

      The preparation of the consolidated financial statements in conformity
 with accounting principles generally accepted in the United States of
 America requires management to make estimates and assumptions that
 affect the amounts reported in the consolidated financial statements and
 accompanying notes.  Actual results could differ from those estimates.  The
 following critical accounting policies are utilized by management in the
 preparation of the consolidated financial statements.

      Product and Software Development Costs.  We capitalized product and
 software development costs beginning at the time technological feasibility
 of the product or software was established, until the product or software
 was ready for use in products.  Research and development costs of products
 and software were expensed as incurred.  The capitalized costs related to
 products or software which we expected to become an integral part of our
 revenue-producing products were amortized in relation to expected revenues
 from the product, or straight-line over a maximum of four years, whichever
 was greater.  We regularly reviewed the carrying value of product or
 software development costs, and we would recognize a loss when the expected
 net realizable value of a product fell below the unamortized cost.

      Impairment of Long-lived Assets.  The Company evaluated long-lived
 assets and intangibles held and used for impairment whenever events or
 changes in circumstances indicated that the carrying amounts may not be
 recoverable.  Impairment was recognized when the undiscounted cash flows
 estimated to be generated by those assets were less than the carrying
 amounts of such assets.

      Revenue Recognition.  We recognized revenue as follows:  (a) service
 revenue - when the services were provided; (b) equipment and product
 sales - at the time of delivery and customer acceptance; (c) installation
 of software and hardware systems - the completed contract method; and
 (d) royalties - when earned as the customer sold royalty related products.
 Amounts for which revenue could not be recognized, such as uncompleted
 contracts or unearned maintenance services, were included in deferred
 revenue and were recognized as contracts were completed or ratably over
 the period covered by the maintenance agreement.


 ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Prior to December 2002, we were exposed to market risk from changes in
 interest rates which could adversely affect our financial position, results
 of operations and cash flows.  In seeking to minimize the risks from
 interest rate fluctuations, we managed exposures through our regular
 operating and financing activities.  We did not use financial instruments
 for trading or other speculative purposes and we were not a party to any
 leveraged financial instruments.  We were exposed to interest rate risk
 primarily through our borrowing activities, which are described in the
 "Long-Term Debt" Notes to the Consolidated Financial Statements, which
 are incorporated herein by reference.


 ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      Consolidated Financial Statements and related Financial Statement
 Schedules are included immediately following the signature page of this
 Form 10-K.

 Selected Quarterly Financial Data (unaudited)

<PAGE>
<TABLE>
      The following tables set forth certain unaudited financial data for the
 quarters indicated:

                                   Fiscal 2004 Quarter Ended                               Fiscal 2003 Quarter Ended
                       --------------------------------------------------    ------------------------------------------------------
                        Sept. 30,    Dec. 31,     March 31,     June 30,       Sept. 30,    Dec. 31,      March 31,     June 30,
                          2003         2003         2004          2004           2002         2002          2003          2003
                       ----------   ----------    ---------    ----------    ----------    ----------    ----------    ----------
 <S>                  <C>          <C>           <C>          <C>           <C>           <C>           <C>           <C>
 Net Sales                  $0.00        $0.00        $0.00         $0.00       $437,503     $103,282         $0.00       $85,000

 Gross Margin               $0.00        $0.00        $0.00         $0.00       $243,985     $ 91,606         $0.00       $85,000
 % of net sales                 0%           0%           0%            0%          55.8%        88.7%            0%          100%

 Operating income
  (loss)                 $(37,152)     $(2,685)       $0.00        $2,819    $(1,820,458) $(1,574,644)     $(67,986)     $(53,142)
 % of net sales                 0%           0%           0%            0%       (416.1)%    (1,524.6)%           0%          (60)%

 Net income (loss)       $(30,592)     $(2,685)       $0.00       $12,922    $(1,806,122) $(1,555,195)     $(76,208)       $2,790
 % of net sales                 0%           0%           0%            0%       (412.8)%    (1,505.8)%           0%            0%

 Net income (loss)
  attributable to
  common shareholders    $(31,667)     $(3,760)     $(1,075)      $11,847    $(1,151,372)   $(926,095)     $(47,183)         $715
 % of net sales                 0%           0%           0%            0%       (263.2)%      (896.7)%           0%            0%

 Net income (loss)
   attributable to
   common shareholders
   per share - basic and
   diluted*                $(0.01)      $(0.00)      $(0.00)        $0.00         $(0.27)       $(0. 23)     $(0.01)        $0.00

 * Difference in per share amounts between quarterly financial data and
   year-end results are attributable to rounding.
</TABLE>


 ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE

      None

 ITEM 9A.  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 these disclosure controls and procedures are
 effective.


 ITEM 9B.  OTHER INFORMATION

      None.


                                   PART III

 ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                              Board of Directors

      The following sets forth, with respect to each member of our Board of
 Directors as of June 30, 2004, his name, age, period served as director,
 present position, if any, with the Company and other business experience.
 All directors in the past have served one-year terms between annual meetings
 of shareholders.

      Patrick A. Custer, 55, is the sole member of the Board and Chief
 Executive Officer.  Mr. Custer served as a director from 1984 to 1985, and
 from 1987 until the present.  He served as President and Chief Executive
 Officer from 1984 to 1985 and from September 1992 until the present.  From
 1986 until 1990, Mr. Custer was an international business consultant for
 Park Central Funding (Guernsey), Ltd.  From 1978 until 1982, Mr. Custer was
 a general securities principal and worked for a major brokerage firm as a
 corporate finance specialist and was owner of his own brokerage firm.  He
 was responsible for structuring and funding IPO's, real estate, energy
 companies, and numerous high-tech start-up companies.  Mr. Custer's
 technical experience includes engineering and management positions with
 Texas Instruments and Honeywell.  Mr. Custer is a graduate of Texas Tech
 University in Finance and Management, with additional studies in Electrical
 Engineering and master studies in Finance.

                              Executive Officers

      The following table lists the names and positions held by all executive
 officers as of June 30, 2004.

      Name                          Position

      Patrick A. Custer             Sole Board member, President, Chief
                                    Executive Officer and Principal Financial
                                    Officer


           Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the 1934 Act ("Section 16(a)"), requires our
 directors, executive officers and persons who beneficially own more than
 10% of a registered class of our equity securities ("10% Owners") to file
 reports of beneficial ownership of our securities and changes in such
 beneficial ownership with the Securities and Exchange Commission
 ("Commission").  Directors, executive officers and 10% Owners are also
 required by rules promulgated by the Commission to furnish us with copies
 of all forms they file pursuant to Section 16(a).

      Based solely upon a review of the copies of the forms filed pursuant to
 Section 16(a) furnished to us, or written representations that no year-end
 Form 5 filings were required for transactions occurring during fiscal year
 ended June 30, 2004, we believe that during the fiscal year ended June 30,
 2004, all Section 16(a) filing requirements applicable to our directors,
 executive officers and 10% Owners were complied with.

                                Audit Committee

      We have no active Audit Committee, however, Mr. Custer meets the
 definition of an audit committee financial expert, as set forth in Item
 401(h)(2) of Regulation S-K.


 ITEM 11.  EXECUTIVE COMPENSATION

                          Summary Compensation Table

<TABLE>

      The following table summarizes the compensation paid over the last
 three completed fiscal years to our Chief Executive Officer and any other
 executive officer who received compensation exceeding $100,000 during the
 fiscal year ended June 30, 2004.

                                                               Long Term Compensation
                                                               ------------------------------------
                           Annual Compensation                 Awards                       Payouts
                           ---------------------------------   ---------------------------  -------
(a)               (b)      (c)       (d)      (e)              (f)          (g)             (h)      (i)
                                                                                                        All
                                                                                                        Other
 Name and           Year                       Other             Restricted    Securities     LTIP      Compen-
 Principal          Ended                      Annual            Stock         Underlying     Payouts   sation
 Position           June 30 Salary($) Bonus($) Compensation($)   Awards($)     Options(#)       ($)      ($)
----------          -------  --------  -------  --------------   ----------   --------------  -------  ------
<S>                  <C>     <C>       <C>      <C>              <C>          <C>             <C>      <C>

Patrick A. Custer      2004      -0-        -0-       (1)           5,760            -0-        -0-      -0-
 Sole member of the    2003  159,490        -0-       (1)             -0-       310,000         -0-      -0-
 Board and CEO         2002  210,000        -0-       (1)             -0-       378,000         -0-      -0-

 (1)  Other annual compensation to this executive officer, including payment
      of a car allowance and other personal benefits, did  not exceed the
      lesser of $50,000 or 10% of such executive officer's total annual
      salary and bonus for such fiscal year.

</TABLE>
<PAGE>
<TABLE>
                Aggregated Option Exercises in Last Fiscal Year
                       and Fiscal Year-End Option Values

      The following table shows aggregate exercises of options (or tandem
 stock appreciation rights) and freestanding stock appreciation rights during
 the fiscal year ended June 30, 2004 by each of the named executive officers.


(a)                (b)             (c)          (d)                (e)
                                                Number of
                                                Securities         Value of
                                                Underlying         Unexercised
                                                Unexercised        In-the-Money
                                                Options at         Options at
                                                FY-End (#)         FY-End ($)(1)
                   Shares
                   Acquired        Value        Exercisable (E)/   Exercisable (E)/
Name               on Exercise(#)  Realized($)  Unexercisable (U)  Unexercisable (U)
------             --------------  -----------  -----------------  -----------------
<S>                <C>             <C>          <C>                <C>

Patrick A. Custer        -0-            -0-         872,500 (E)        12,400 (E)
                                                     63,000 (U)          -0-  (U)

 (1)  At June 30, 2004, 310,000 of the options were considered "in-the-
      money," as the fair market value of the underlying securities on that
      date ($0.06) exceeded the exercise price of the options ($0.02).  None
      of the remaining options were considered "in-the-money," as the fair
      market value of the underlying securities did not exceed the exercise
      price of the options.

</TABLE>

                          Compensation of Directors

      Directors are not paid compensation as such, except for services
 performed in another capacity, such as an executive officer.

   Employment Contracts and Termination and Change-in-Control Arrangements

      At June 30, 2004, we had no employment agreement with any named
 executive officer.

         Compensation Committee Interlocks and Insider Participation

      Mr. Custer participated in advising the Board of Directors concerning
 certain aspects of executive officer compensation during the last completed
 fiscal year.  Mr. Custer is Chairman of the Board, President and Chief
 Executive Officer.


 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information as of September 28,
 2004 with respect to the beneficial ownership of Common Stock by (i) persons
 known to us to be the beneficial owners of more than 5% of the outstanding
 shares of Common Stock, (ii) all directors of the Company, (iii) each of the
 executive officers and (iv) all directors and executive officers of the
 Company as a group.

      The number of shares of Common Stock beneficially owned by each
 individual set forth below is determined under the rules of the Commission
 and the information is not necessarily indicative of beneficial ownership
 for any other purpose.  Under such rules, beneficial ownership includes
 any shares as to which an individual has sole or shared voting power or
 investment power and any shares which an individual presently, or within 60
 days of September 28, 2004 (the date on which this Form 10-K is due at the
 Commission), has the right to acquire through the exercise of any stock
 option or other right.  Unless otherwise indicated, each individual has sole
 voting and investment power (or shares such powers with his spouse) with
 respect to the shares of Common Stock set forth in the following table.  The
 information is based upon corporate records, information furnished by each
 shareholder, or information contained in filings made with the Securities
 and Exchange Commission.

                                  Number of Shares
    Name and Address              Amount and Nature          Percent
    of Beneficial Owner           of Beneficial Ownership    of Class
    -------------------           -----------------------    --------
 5% Beneficial Owners

 Patrick A. Custer                     1,198,508 (1)          19.60%
 17300 N. Dallas Pkwy., Suite 2050
 Dallas, Texas 75248

 Peak Decision International Limited     350,000 (2)           6.68%
 Unit 1603, 16F
 Dina House,
 11 Duddell Street, Central
 Hong Kong

 Trident Growth Fund, L.P.               423,815 (3)           7.60%
 (formerly known as Gemini
 Growth Fund, L.P.)
 3602 McKinney Ave, Suite 220
 Dallas, Texas 75204

 Directors

      Patrick A. Custer                1,198,508 (1)          19.60%

 Executive Officers

      Patrick A. Custer                1,198,508 (1)          19.60%

 All Directors and Executive
      Officers as a Group              1,198,508 (4)          19.60%

 (1)  Includes 290,188 shares owned outright by Mr. Custer; 872,500 shares
      issuable to Mr. Custer upon exercise of vested nonstatutory Employee
      Stock Options; 32,729 shares held of record by Custer Company, Inc., a
      family trust, over which Mr. Custer exercises voting control; 2,969
      shares owned by his wife; 118 shares held by his wife for the benefit
      of his minor daughter; and 2 shares each held by Mr. Custer for the
      benefit of his two sons.

 (2)  Common shares owned.

 (3)  Includes 26,625 shares owned outright by Founders Equity Group, Inc.,
      an affiliate of Beneficial Owner, 65,940 shares owned outright by
      Founders Partners IV, LLC, an affiliate of Beneficial Owner, and
      331,250 shares issuable upon exercise of warrants.

 (4)  Includes shares beneficially owned by all directors and Executive
      Officers shown above.


 ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None.


 ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

 Audit Fees

      Audit fees include fees paid by the Company to its auditors in
 connection with the annual audit of the Company's financial statements and
 the auditor's review of the Company's interim financial statements.  The
 aggregate fees billed to the Company by CF & Co., L.L.P. for audit services
 for the fiscal year ended June 30, 2004 were $7,200.  The aggregate fees
 billed to the Company by Cheshier & Fuller, L.L.P. for audit services for
 the fiscal year ended June 30, 2003 were $22,500.

 Audit Related Fees

      Audit related fees include fees paid by the Company to its auditors for
 services related to accounting consultations and internal control review.
 There were no audit-related fees paid by the Company for either of the
 fiscal years ended June 30, 2004 or 2003.

 Tax Fees

      Tax fees include fees paid by the Company to its auditors for corporate
 tax compliance and tax advisory services.  The aggregate tax related fees
 billed to the Company by CF & Co., L.L.P. for the fiscal year ended June 30,
 2004 were $0.

 All Other Fees

      All other fees include fees paid by the Company to its auditors for all
 other services rendered by the auditor to the Company.  There were no fees
 for other services paid by the Company for either of the fiscal years ended
 June 30, 2004 or 2003.

                                   PART IV

 ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

      (a)  (1)  Financial Statements

           Reference is made to the financial statements filed as part of
           this report.

           (2)  Financial Statement Schedules

           Reference is made to the financial statement schedules filed as
           part of this report.  All other schedules are omitted because
           they are not applicable or not required, or because the required
           information is included in the financial statements or notes
           thereto.

           (3)  Exhibits

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


                                  SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.


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

 October 13, 2004


      Pursuant to the requirements of the Securities Exchange Act of 1934,
 this report has been signed below by the following persons on behalf of the
 Company and in the capacities and on the dates indicated.

      Principal Executive Officer and
      -------------------------------
      Principal Financial and Accounting Officer
      ------------------------------------------

 /s/  PATRICK A. CUSTER       Chairman of the Board,         October 13, 2004
      Patrick A. Custer       Chief Executive Officer
                              and Director

<PAGE>


                         Independent Auditor's Report
                         ----------------------------

 Board of Directors
 VPGI Corp. and Subsidiaries

 We have audited the accompanying consolidated  balance sheets of VPGI  Corp.
 and Subsidiaries as of June 30, 2004 and 2003, and the related  consolidated
 statements of operations, changes in stockholders' equity and cash flows for
 the  years  ended  June 30, 2004  and  2003.  These  consolidated  financial
 statements are the responsibility of management.  Our  responsibility is  to
 express an opinion on these consolidated  financial statements  based on our
 audit.  The financial statements of  VPGI Corp. and Subsidiaries as of  June
 30, 2002 were  audited by  other auditors  whose report  dated  September 3,
 2002, expressed an unqualified opinion on those statements.

 We conducted  our audit  in  accordance with  the  standards of  the  Public
 Company Accounting Oversight Board (United States).  Those standards require
 that we plan  and perform  the audit  to obtain  reasonable assurance  about
 whether  the  consolidated  financial   statements  are  free  of   material
 misstatement.   An  audit includes  examining,  on a  test  basis,  evidence
 supporting  the  amounts  and  disclosures  in  the  consolidated  financial
 statements.  An audit also includes assessing the accounting principles used
 and significant  estimates made  by management  as  well as  evaluating  the
 overall financial  statement  presentation.    We  believe  that  our  audit
 provides a reasonable basis for our opinion.

 In our  opinion, the  consolidated financial  statements referred  to  above
 present  fairly,  in  all  material  respects,  the  consolidated  financial
 position of VPGI Corp. and  Subsidiaries  as of June 30, 2004 and 2003,  and
 the consolidated results  of their  operations and  their  consolidated cash
 flows  for  the  years  ended June 30, 2004  and  2003  in  conformity  with
 accounting principles generally accepted in the United States of America.

 We have also audited Schedule II for the years ended June 30, 2004 and 2003.
 In our opinion, this schedule presents fairly, in all material respects, the
 information required to be set forth therein.

 As shown in the consolidated financial statements, the Company incurred  net
 losses of $20,355, $3,435,735  and $2,733,434 for the  years ended  June 30,
 2004,  2003  and  2002,  respectively.   These  factors,  among  others,  as
 discussed  in  Note  B  to  the  consolidated  financial  statements   raise
 substantial doubt  about  the  Company's ability  to  continue  as  a  going
 concern.  Management's  plans in regard  to these matters  are described  in
 Note B.  The financial statements do not include any adjustments that  might
 result from the outcome of these uncertainties.


                                    CF & Co., L.L.P

 Dallas, Texas
 October 1, 2004

<PAGE>

          Report of Independent Registered Public Accountanting Firm


 Board of Directors
 VPGI Corp. and Subsidiaries

 We have audited the related  consolidated statements of operations,  changes
 in  stockholders'  equity  and  cash flows  of VPGI Corp.  and  Subsidiaries
 for  the  year  ended  June 30, 2002.  These  financial  statements  are the
 responsibility  of management.  Our responsibility  is to express an opinion
 on these financial statements based on our audit.

 We conducted our audit in accordance with auditing standards  of the  Public
 Company Accounting Oversight Board (United States).  Those standards require
 that we plan  and perform  the audit  to obtain  reasonable assurance  about
 whether the  financial statements  are  free  of material  misstatement.  An
 audit includes examining, on  a test basis, evidence supporting the  amounts
 and  disclosures  in  the  financial  statements.  An  audit  also  includes
 assessing  the  accounting principles used  and  significant estimates  made
 by  management  as  well  as  evaluating  the  overall  financial  statement
 presentation.  We believe that our audit provides a reasonable basis for our
 opinion.

 In our opinion, the financial statements  referred to above present  fairly,
 in all  material  respects,  the  consolidated  results  of  operations  and
 consolidated  cash  flows  of VPGI Corp. and Subsidiaries for the year ended
 June 30, 2002 in conformity with accounting principles generally accepted in
 the United States of America.

 We have also audited Schedule II for the year  ended June 30, 2002.  In  our
 opinion, this  schedule  presents  fairly, in  all  material  respects,  the
 information required to be set forth therein.

 The accompanying financial statements have  been prepared assuming that  the
 Company will  continue  as a  going  concern.   As  shown in  the  financial
 statements, the Company incurred a net loss of $2,733,434 for the year ended
 June 30, 2002.  These factors, among others,  as discussed in Note B to  the
 financial statements raise substantial doubt about the Company's ability  to
 continue as a going concern.  Management's plans in regard to these  matters
 are  described  in Note B.  The  financial  statements  do not  include  any
 adjustments that might result from the outcome of these uncertainties.


 GRANT THORNTON LLP

 Dallas, Texas
 September 3, 2002

<PAGE>

                         VPGI Corp. and Subsidiaries
                         CONSOLIDATED BALANCE SHEETS
                                   June 30,


                           ASSETS                      2004           2003
                                                   -----------    -----------
 CURRENT ASSETS
  Cash and cash equivalents                       $          -   $      9,883
                                                   -----------    -----------
     Total current assets                                    -          9,883

 OTHER ASSETS
  Security deposit on corporate office                       -         12,948
  Pension surplus                                       49,972         39,869
                                                   -----------    -----------
     Total other assets                                 49,972         52,817
                                                   -----------    -----------
     Total assets                                 $     49,972   $     62,700
                                                   ===========    ===========

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

<PAGE>

                         VPGI Corp. and Subsidiaries
                   CONSOLIDATED BALANCE SHEETS - CONTINUED
                                   June 30,


      LIABILITIES AND STOCKHOLDERS' EQUITY             2004           2003
                                                   -----------    -----------
 CURRENT LIABILITIES
  Accrued expenses                                $          -   $     11,992
                                                   -----------    -----------
     Total current liabilities                               -         11,992

 COMMITMENTS AND CONTINGENCIES (NOTE I)
                                                   -----------    -----------
     Total liabilities                                       -         11,992

 STOCKHOLDERS' EQUITY
  Preferred stock, cumulative, $1.00 par value;
      1,000,000 shares authorized:
    Series A, 30,000 shares issued and outstanding
      at June 30, 2004 and 2003                         30,000         30,000
    Series H, 2 shares issued and outstanding
      at June 30, 2004 and 2003 (liquidation
      preference of $50,000)                                 2              2
    Series 2002-K, 20 shares issued and outstanding
      at June 30, 2004 and June 30, 2003
      (liquidation preference of $500,000)                  20             20
    Series 2002-G, 196 shares issued and outstanding
      at June 30, 2004 and 2003 (liquidation
      preference of $4.9 million)                          196            196
  Common stock, $.001 par value; 80,000,000 shares
    authorized; 5,242,120 and 4,486,120 shares
    issued and outstanding at June 30, 2004 and
    2003, respectively                                   5,242          4,486
  Additional paid in capital                        60,356,529     60,337,666
  Accumulated deficit                              (60,342,017)   (60,321,662)
                                                   -----------    -----------
     Total stockholders' equity                         49,972         50,708
                                                   -----------    -----------
     Total liabilities and stockholders' equity   $     49,972   $     62,700
                                                   ===========    ===========

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

<PAGE>

                         VPGI Corp. and Subsidiaries
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                             Years ended June 30,

                                             2004          2003         2002
                                          ----------    ----------   ----------
 Revenues
  Product sales                          $         -   $   127,730  $ 1,919,695
  Consulting and support services                  -       498,055    3,399,463
  Royalties                                        -             -       50,153
                                          ----------    ----------   ----------
     Total revenues                                -       625,785    5,369,311

 Cost of products and services
  Cost of product sales                            -        50,649      939,082
  Cost of consulting and support services          -       154,545    1,316,593
                                          ----------    ----------   ----------
     Total cost of products and services           -       205,194    2,255,675
                                          ----------    ----------   ----------
     Gross margin                                  -       420,591    3,113,636

 Operating expenses
  Selling                                          -        10,370       52,850
  General and administrative                  31,258     1,693,296    4,955,996
  Fees paid to related party                   5,760             -            -
  Depreciation and amortization                    -       439,621    1,593,049
  Extinguishment of debt                           -             -      406,243
  Asset impairment                                 -     1,793,534            -
                                          ----------    ----------   ----------
                                              37,018     3,936,821    7,008,138
                                          ----------    ----------   ----------
     Operating loss                          (37,018)   (3,516,230)  (3,894,502)

 Other (income) expense
  Interest income                                  -       (83,023)     (95,445)
  Interest expense                                 -        13,166      101,389
  Other income, net                          (16,663)      (10,638)     (63,966)
  Gain on sale of trademark                        -             -   (1,103,046)
                                          ----------    ----------   ----------
     Total other (income) expense            (16,663)      (80,495)  (1,161,068)
                                          ----------    ----------   ----------
     Net loss                                (20,355)   (3,435,735)  (2,733,434)
                                          ----------    ----------   ----------

 Decrease in redemption value
  of redeemable preferred stock                    -     1,316,100    2,168,657

 Dividend requirements on preferred stock     (4,300)       (4,300)    (454,300)
                                          ----------    ----------   ----------
 Net loss attributable to
   common stockholders                   $   (24,655)  $(2,123,935) $(1,019,077)
                                          ==========    ==========   ==========

 Per share amounts allocable to common
   stockholders - Basic and diluted

     Net loss                                 $(0.00)       $(0.51)      $(0.30)
                                               =====         =====        =====
 Weighted average common shares
   outstanding - Basic and diluted         5,140,907     4,133,160    3,404,172
                                          ==========    ==========   ==========

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

<PAGE>
<TABLE>
                                    VPGI Corp. and Subsidiaries
                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                         For the years ended June 30, 2004, 2003 and 2002

                                                 Common Stock         Preferred Stock      Additional
                                           ----------------------  --------------------    paid-in       Accumulated
                                               Shares      Amount    Shares      Amount    capital         deficit        Total
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 <S>                                       <C>         <C>         <C>       <C>          <C>          <C>            <C>
 Balances - July 1, 2001                    3,398,977       3,399    30,002      30,002    59,080,801    (55,180,396)    3,933,806

 Adjustment to common stock for reverse
   stock split                                    808           1         -           -            (1)             -             -
 Issuance of common stock for investment
   in subsidiary                              350,000         350         -           -       129,150              -       129,500
 Issuance of Series 2002-K preferred stock          -           -        20          20       499,980              -       500,000
 Issuance of warrants for services                  -           -         -           -        72,000              -        72,000
 Issuance of warrants in connection
   with long-term debt                              -           -         -           -       156,875              -       156,875
 Repriced warrants in connection
   with long-term debt                              -           -         -           -       179,064              -       179,064
 Issuance of warrants in connection
   with the sale of trademark                       -           -         -           -        68,500              -        68,500
 Preferred stock dividends                          -           -         -           -             -         (2,119)       (2,119)
 Preferred stock dividends forgiven
   in exchange of Series D-1 for
   Series G preferred stock                         -           -         -           -             -     (2,454,657)   (2,454,657)
 Allocation for decrease in redemption
   value of redeemable preferred stock              -           -         -           -             -      2,168,657     2,168,657
 Net loss                                           -           -         -           -             -     (2,733,434)   (2,733,434)
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 Balances - June 30, 2002                   3,749,785       3,750    30,022      30,022    60,186,369    (58,201,949)    2,018,192

 Conversion of Series 2002-G preferred
   to common stock                            733,335         733         -           -        60,767              -        61,500
 Issuance of common stock in exchange
   for services                                 3,000           3         -           -            66              -            69
 Issuance of warrants for services                  -           -         -           -         4,025              -         4,025
 Issuance of warrants in connection
   with long-term debt                              -           -         -           -         4,965              -         4,965
 Issuance of warrants with sale
   of subsidiaries                                  -           -         -           -         3,270              -         3,270
 Adjustment for Series 2002-G preferred             -           -       196         196        78,204              -        78,400
 Allocation for decrease in redemption
   value of redeemable preferred stock                                        1,316,022     1,316,022
 Net loss                                           -           -         -           -             -     (3,435,735)   (3,435,735)
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 Balances - June 30, 2003                   4,486,120 $     4,486    30,218 $    30,218  $ 60,337,666  $ (60,321,662) $     50,708
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------

 Issuance of common stock in exchange
   for services                               756,000         756         -           -        14,363              -        15,119
 Issuance of warrants for services                  -           -         -           -         4,500              -         4,500
 Net loss                                           -           -         -           -             -        (20,355)      (20,355)
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 Balances - June 30, 2004                   5,242,120 $     5,242    30,218 $    30,218  $ 60,356,529  $ (60,342,017) $     49,972
                                           ==========  ==========  ========  ==========   ===========   ============   ===========

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

</TABLE>
<PAGE>
                         VPGI Corp. and Subsidiaries
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                            Years ended June 30,


                                             2004         2003         2002
                                          ----------   ----------   -----------
 Cash flows from operating activities
  Net loss                               $   (20,355) $(3,435,735) $ (2,733,434)
  Adjustments to reconcile net loss to
    cash used in operating activities:
      Depreciation and amortization                -      439,621     1,593,049
      Asset impairment                             -    1,793,534             -
      Provision for bad debt                       -      300,000             -
      Gain on sale of Curtis Mathes
        trademark                                  -            -    (1,103,046)
      Stock compensation expense              15,119       11,318             -
      Issuance of warrants for services        4,500            -        72,000
      Amortization of debt discount                -            -        53,545
      Loss on extinguishment of debt               -            -       406,243
      Conversion of preferred stock -
        Series 2002-G                              -          196             -
      Proceeds from issuance of common stock       -          736             -
      Changes in assets and liabilities,
        net of effects from acquisitions
        and dispositions:
           Trade accounts receivable               -      356,178       205,079
           Inventories                             -       49,929       173,520
           Prepaid expenses                        -      274,634      (131,738)
           Other current assets                    -            -       163,045
           Other assets                        2,845       90,661        81,286
           Accounts payable and accrued
             liabilities                     (11,992)    (904,433)     (734,867)
           Deferred revenue                        -      (50,869)     (194,165)
                                          ----------   ----------   -----------
           Cash and cash equivalents
             used in operating activities     (9,883)  (1,074,230)   (2,149,483)
                                          ----------   ----------   -----------
 Cash flows from investing activities
  Purchase of property and equipment               -            -       (11,606)
  Collections on note receivable                   -      550,000     1,015,000
  Proceeds from sale of trademark                  -            -       185,000
  Investment in certificate of deposit             -            -       (25,000)
  Proceeds from certificate of deposit             -       25,000             -
  Disposal of property and equipment               -            -        23,019
                                          ----------   ----------   -----------
    Cash and cash equivalents provided
      by (used in) investing activities            -      575,000     1,186,413
                                          ----------   ----------   -----------
 Cash flows from financing activities
  Proceeds from long term debt                     -      100,000       700,000
  Principal payments on long-term debt             -     (313,445)      (19,621)
  Principal payments on capital lease
    obligations                                    -       (1,493)      (71,740)
  Dividends paid                                   -            -        (2,119)
  Proceeds from issuance of preferred
    stock - Series 2002-K                          -            -       500,000
                                          ----------   ----------   -----------
    Cash and cash equivalents provided
      by (used in) financing activities            -     (214,938)    1,106,520
                                          ----------   ----------   -----------
 Net increase (decrease) in cash and
   cash equivalents                           (9,883)    (714,168)      143,450

 Cash and cash equivalents,
   beginning of year                           9,883      724,051       580,601
                                          ----------   ----------   -----------
 Cash and cash equivalents,
   end of year                           $         -  $     9,883  $    724,051
                                          ==========   ==========   ===========
 Supplemental information
  Cash paid for interest                 $         -  $    13,166  $     80,965
                                          ==========   ==========   ===========

 See Note N for supplemental schedule of non-cash investing and financing
 activities.

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

<PAGE>
                         VPGI Corp. and Subsidiaries
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2004, 2003 and 2002


 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Description of Business
  -----------------------
  Until it  discontinued normal  operations in  December 2002  (see Note  B),
  VPGI Corp. and Subsidiaries (the  Company), offered enhanced digital  media
  solutions to customers worldwide.  It also offered contact center  customer
  service  solutions  through  CIMphony[TM],  a suite  of  computer telephony
  integration (CTI) software products and services.

  Principles of Consolidation
  ---------------------------
  The accompanying consolidated financial statements include the accounts  of
  the Company and  its subsidiaries.   All significant intercompany  balances
  and transactions have been eliminated in consolidation.

  Use of Estimates
  ----------------
  The preparation  of  financial  statements in  conformity  with  accounting
  principles generally  accepted in  the United  States of  America  requires
  management to  make  estimates and  assumptions  that affect  the  reported
  amounts of assets and liabilities  and disclosure of contingent assets  and
  liabilities at the  date of the financial  statements and the  accompanying
  notes.  Actual results could differ from those estimates.

  Cash Equivalents
  ----------------
  All highly  liquid debt  investments  with an  original maturity  of  three
  months or less are considered to be cash equivalents.

  Fair Value of Financial Instruments
  -----------------------------------
  The Company's financial instruments consist  of cash and cash  equivalents,
  notes receivable, redeemable preferred stock  and debt.  The fair value  of
  cash and notes receivable approximate  the recorded amounts because of  the
  liquidity and short  term nature of these  items.  The  fair value of  debt
  approximates the recorded amounts.  The fair value of redeemable  preferred
  stock is  reflected by  the recorded  amount as  it represents  fair  value
  based on the market price of the Company's common stock.

  Stock-Based Compensation
  ------------------------
  The Company accounts  for stock-based compensation  to employees using  the
  intrinsic value method.  Accordingly,  compensation cost for stock  options
  is measured  as the  excess, if  any, of  the quoted  market price  of  the
  Company's stock at the date of the  grant over the amount an employee  must
  pay to acquire the stock.

  Redeemable Preferred Stock
  --------------------------
  Prior to  April 2003,  the Company's  Series 1999-D1  and 2002-G  preferred
  stock was  redeemable  at the  option  of  the holder,  and  was  therefore
  classified outside of stockholders' equity.  The redemption value of  these
  securities varies based on the market price of the Company's common  stock.
  The Company adopted  an accounting method provided  in EITF Topic D-98  for
  these types  of securities, which  recognizes changes  in redemption  value
  immediately as they  occur and adjusts the  carrying value of the  security
  to equal the  redemption value at the  end of each  reporting  period.  The
  result  of  this  accounting  method  is  an increase in  loss attributable
  to  common  shareholders and a decrease  in  stockholders'  equity  as  the
  Company's common stock price increases,  with the opposite effect  when the
  Company's common stock price decreases.

  Revenue Recognition
  -------------------
  The  Company recognized  service  revenue  as the  services  are  provided.
  Equipment and product  sales were recognized  at the time  of delivery  and
  customer  acceptance.   Revenue  from  the  installation  of  software  and
  hardware systems was recognized on the completed contract method.   Royalty
  revenue was recognized  when earned as the  customer sells royalty  related
  products.   Amounts  for which  revenue could  not  be recognized  such  as
  uncompleted contracts  or unearned  maintenance services  were included  in
  deferred revenue and were recognized as contracts are completed or  ratably
  over the period covered by the maintenance agreement.

  No revenue was earned during 2004.

  On January  16, 2002,  the Company  completed  the sale  of a  source  code
  license to  one of its  largest customers  of its  CTI product.   The  sale
  resulted in the  Company receiving $1.3  million in cash  (this revenue  is
  included in  consulting and  support service  revenue in  the  accompanying
  statements of  operations).   The buyer  also hired  six of  the  Company's
  employees.

  Advertising Costs
  -----------------
  Advertising costs  are  charged to  operations  as incurred.    Advertising
  costs for the years ended June 30, 2004, 2003 and 2002, were $0, $319,  and
  $23,469, respectively.

  Reverse Stock Split
  -------------------
  In September  2001, the  Company's stockholders  approved a  one for  eight
  reverse stock  split.  All  share and  per share  data give  effect to  the
  reverse split applied retroactively as  if it occurred at the beginning  of
  the earliest period presented.   The number of outstanding shares has  been
  further adjusted to  reflect the effects of  rounding fractional shares  to
  the next whole share after the reverse split.

  Loss Per Share
  --------------
  Basic loss  per common share  is based on  the weighted  average number  of
  common shares  outstanding.  Diluted  loss per share  is computed based  on
  the weighted  average number  of  shares outstanding,  plus the  number  of
  additional common  shares  that would  have  been outstanding  if  dilutive
  potential common  shares had  been issued.   In  all years  presented,  all
  potential common shares were anti-dilutive.

  All share and per share data give  retroactive effect to the one for  eight
  reverse stock split  approved by the stockholders  in September 2001 as  if
  the  reverse split  occurred  at  the  beginning  of  the  earliest  period
  presented.

  Reclassifications
  -----------------
  Certain reclassifications  of  the 2002  financial statements  and  related
  notes were made to conform with the 2003 presentation.

  Income taxes
  ------------
  The company  accounts for  income  taxes in  accordance with  Statement  of
  Financial  Accounting Standard  No.  109,  "Accounting  for  Income  Taxes"
  ("SFAS 109").  SFAS 109  requires that deterred tax assets and  liabilities
  arising from  temporary differences  between  book and  tax basis  will  be
  recognized using  enacted  rates at  the  time such  temporary  differences
  reverse.   In  the  case  of  deferred tax  assets,  SFAS  109  requires  a
  reduction in deferred tax assets  if it is more  likely than not that  some
  portion or  all  of the  deferred tax  will not  be  realized.   There  are
  accumulated deferred  tax  assets of $21 million,  which  are offset  by  a
  valuation allowance  pursuant to  SFAS 109.   Such  losses are  limited  by
  certain Internal Revenue Service regulations.


 NOTE B - GOING CONCERN MATTERS

  The  Company  laid  off  all  of  its  employees  and  discontinued  normal
  operations in December  2002.  The  accompanying financial statements  have
  been prepared accordingly.   The Company  incurred net  losses of  $20,355,
  $3,435,735 and  $2,733,434 for  the years  ended June  30, 2004,  2003  and
  2002, respectively.   These conditions  raise substantial  doubt about  the
  Company's ability to continue as a going concern.

  For the last  several years, the Company  had been developing its  business
  plan with  a  focus in  offering  its technical  expertise  in  information
  technology.  The Company's product offerings included providing  consulting
  services to niche  markets, technology products  through its digital  media
  products and  computer  telephony integration  products.   The  Company  is
  continuing to  evaluate  all of  its options  and  may consider  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.


 NOTE C - BUSINESS COMBINATIONS AND DIVESTITURES

  Effective  September  22,  1999  the  Company  acquired  assets  of   Zirca
  Corporation  ("Zirca") for  $300,000  cash  and  45,000  restricted  common
  shares of the  Company valued at  $675,000.  The  acquisition of Zirca  was
  accounted for as a purchase  and the Company allocated the excess  purchase
  price over tangible assets acquired of approximately $360,000 to  purchased
  software.  In December 2001, the Company wrote off the remaining assets  of
  $143,539 relating  to prior  acquisitions as  these assets  were no  longer
  being utilized.

  Effective June  26,  2002, the  Company  acquired 60%  of  the  outstanding
  capital stock of an Asian company  for 350,000 shares of its common  stock.
  The acquisition was  accounted for as  a purchase.   The Company  allocated
  the purchase  price  of  approximately $129,500  to  intellectual  property
  license.  In December 2002, the Company wrote off this asset, as it was  no
  longer being utilized.

  All acquisitions have  been accounted for as  purchases and the  operations
  of the purchased  companies have been included  in the Company's  statement
  of operations since their date of acquisition.


 NOTE D - SHAREHOLDER MATTERS

  In July 2003,  stockholders approved an  amendment and  restatement of  the
  Company's articles of incorporation, resulting in a reduction in par  value
  of the Company's common stock from $.80 per share to $.001 per share.   The
  authorized number of  shares was maintained at  80,000,000.  All share  and
  per  share  data  give  effect  to  the  reduction  in  par  value  applied
  retroactively as if it occurred on July 1, 2001.


 NOTE E - DISPOSITION OF ASSETS AND SIGNIFICANT SALES TRANSACTIONS

  In September 2001,  the Company sold the  Curtis Mathes trademark for  $4.5
  million, consisting of  cash and notes  receivable.  $450,000  in cash  was
  received in June  2001.  At  June 30, 2002,  a total of  $1,650,000 of  the
  purchase price had  been received in cash,  leaving a principal balance  of
  $850,000 on a note receivable  due in March 2003.   In connection with  the
  sale, the Company  was released from  approximately $2.0  million of  long-
  term debt, which was assumed  by the buyer of the  trademark.  As a  result
  of  the  release   of  this  long-term  debt,   the  Company  recorded   an
  extraordinary loss on  debt extinguishment of  $406,243.   The Company  had
  issued  warrants to  the  lender  in  connection  with  the  loan  and  was
  amortizing these costs over the life of  the loan.  The carrying amount  of
  the debt was  $1,593,757 at the  time of payment  due to the  value of  the
  warrants and  upon  extinguishment of  the  debt,  all of  the  costs  were
  accelerated.  The Company recorded a gain of $1,103,046 on the sale of  the
  trademark.

  In January 2002,  the Company sold  a source code  license of its  CIMphony
  product to HSBC,  its largest customer for  that product, for $1.3  million
  in cash.  In February 2002, as  part of the agreement, the Company  allowed
  HSBC  to hire  six  of  its employees  who  were  principally  involved  in
  servicing this  customer, while retaining  adequate support  staff for  its
  other CTI customers.   In addition to  providing cash for operations,  this
  transaction resulted  in a reduction  of overall  employee expenses,  while
  continuing  to allow  opportunities  for  sales  of  CIMphony  source  code
  licenses to  other customers.   However,  the transaction  was expected  to
  result in limited revenues in the future from this customer, as it  assumes
  the responsibility  for its  own CTI  software operations.   This  customer
  generated approximately $241,000  and $2.4 million  (including the sale  of
  the source code license) in revenues  during the years ended June 30,  2003
  and 2002, respectively.

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


 NOTE F - PROPERTY AND EQUIPMENT

  As a  result  of the  cessation  of  all normal  business  activities,  the
  Company wrote off  all remaining property and  equipment during 2003.   All
  remaining property and equipment was disposed of during 2004.

  Depreciation expense and amortization of  assets held under capital  leases
  for years ended June  30, 2004, 2003, and  2002 totaled $-0-, $439,621  and
  $1,593,049, respectively.


 NOTE G - OTHER ASSETS

  Other assets at June 30 consist of the following:

                                                 2004          2003
                                              ----------    ----------
    Security deposit on corporate office     $         -   $    12,948
    Pension surplus                               49,972        39,869
                                              ----------    ----------
                                                  49,972        52,817
    Less accumulated amortization                      -             -
                                              ----------    ----------
                                             $    49,972   $    52,817
                                              ==========    ==========

  Purchased software is  normally amortized in  relation to expected  revenue
  from the product or straight-line  over a maximum of four years,  whichever
  is greater.  Amortization expense for  the years ended June 30, 2004,  2003
  and 2002  was $-0-,  $177,985  and $683,718,  respectively.   Revenue  from
  these  products was  $-0-,  $241,026  and $2,677,445  (including  the  $1.3
  million sale  of the  source code  license) for  the years  ended June  30,
  2004, 2003 and  2002, respectively.   In December 2002,  the Company  wrote
  off this asset, as it was no longer being utilized.

  Product and software  development costs are  normally amortized over  their
  estimated useful life of three  years.  Amortization expense for the  years
  ended  June  30,  2004,  2003  and  2002  was  $-0-,  $-0-  and   $273,060,
  respectively.  Revenue  from these products  was $-0-,  $2,808 and  $93,623
  for the  years  ended June  30,  2004, 2003  and  2002, respectively.    In
  December 2002, the Company wrote off this asset, as it was no longer  being
  utilized.

  The Company purchased  the Curtis Mathes Corporation  in 1993 and sold  its
  only remaining asset, the Curtis Mathes trademark, in September 2001 for  a
  gain of $1,103,046.  The  trademark was being amortized on a  straight-line
  basis over 20  years.  Amortization  expense for the  years ended June  30,
  2002 was $43,706.

  Goodwill totaling $1,420,333  from 1998 acquisitions  of Video  Management,
  Inc. (VMI) and Corporate Network  Solutions (CNS) was being amortized  over
  its estimated useful life of fourteen years.  Amortization expense for  the
  year ended June  30, 2002 was  $101,453.  In  October 2002, management  and
  the Board of Directors  of the Company determined,  based on i) lower  than
  expected revenues, ii)  its inability to secure  contracts it had  expected
  to secure  during  the quarter  ended  September  30, 2002,  and  iii)  its
  limited  resources,  the  Company  would   not  continue  to  support   the
  operations of its subsidiary, Network America, Inc. (NWA).  As a result  of
  this decision, and based on the  fair value of the subsidiary, the  Company
  determined that  the $1,005,509 of  unamortized goodwill  on the  Company's
  books relating to NWA was  impaired.  Accordingly, the Company recorded  an
  impairment  expense for  that  amount  to write  off  the  goodwill  as  of
  September 30, 2002.


 NOTE H - LONG-TERM DEBT

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


 NOTE I - COMMITMENTS AND CONTINGENCIES

  Litigation
  ----------
  Prior to closing the business  in December 2002, the Company was  routinely
  a party to ordinary  litigation incidental to its  business, as well as  to
  other litigation of a nonmaterial  nature, the outcome of which  management
  does not  expect, individually  or in  the aggregate,  to have  a  material
  adverse effect on the financial  condition or results of operations of  the
  Company.


 NOTE J - CONCENTRATIONS OF CREDIT RISK

  During 2003  and  2002, one  customer represented  39%  and 45%  of  sales,
  respectively.


 NOTE K - STOCKHOLDERS' EQUITY AND REDEEMABLE PREFERRED STOCK

  Preferred Stock
  ---------------
  The Company has 1,000,000 shares  authorized of $1.00 par value  cumulative
  preferred stock.  The Company's  articles of incorporation allow the  board
  of directors to determine the  number of shares and determine the  relative
  rights and preferences of any series of preferred stock to be issued.

  In December 1992, the Company issued 140,000 shares of Series A  redeemable
  preferred stock  (stated value  $1 per  share).   In fiscal  2000,  100,000
  shares were redeemed for cash,  and 10,000 shares were converted to  common
  stock, with  the remaining 30,000  outstanding at  June 30,  2004.   Shares
  accumulate dividends at 6%,  or $1,800 per year.   Dividends in arrears  at
  June 30, 2004  and 2003  on Series A  shares totaled  $13,950 and  $12,150,
  respectively.

  In fiscal  1996,  the Company  issued 55  shares  of Series  H  convertible
  preferred  stock  (stated  value  $25,000  per  share).    52  shares  were
  converted into common stock in fiscal 1997, and one share was converted  in
  fiscal 2000, with  the remaining two shares  outstanding at June 30,  2004.
  Shares accumulate dividends at 5%, or $2,500  per year and are paid in  May
  and November of  each year.   Shares are convertible  based on  80% of  the
  five day  average closing bid  price of  the Company's  common stock,  with
  minimum  and  maximum  conversion  limits   of  $12  and  $32  per   share,
  respectively.  Dividends of $5,000 and  $2,500 were in arrears on Series  H
  shares at June 30, 2004 and 2003, respectively.

  In June  1999, the  Company issued  720 shares  of Series  D-1  convertible
  preferred stock (stated value $25,000  per share).  The shares  accumulated
  dividends at  5%, or $900,000  per year  and were  convertible into  common
  stock at  $32 per  share.   In  fiscal 2002,  the Company  exchanged  these
  shares for  240 shares  of  Series 2002-G  preferred stock  (stated  valued
  $25,000 per share).   The new  series of preferred  stock has no  provision
  for dividends and was convertible into 4,000,000 shares of common stock  at
  $1.50 per  share.   All  outstanding  and  unconverted shares  of  the  new
  preferred stock as  of June  30, 2004 shall  be, at  the Company's  option,
  either converted into common stock or redeemed by the Company based on  the
  market  price  of  the  Company's  common stock.  In conjunction  with  the
  exchange of  shares,  all accumulated  dividends associated  with  the  D-1
  preferred stock were released by mutual agreement.

  Dividends of $-0-, $-0- and $2,119 on preferred stock were paid during  the
  years  ended June 30,  2004,  2003  and  2002,  respectively.    Cumulative
  dividends in  arrears  as of  June  30, 2004,  2003  and 2002  amounted  to
  $18,950, $14,650 and $10,350, respectively.

  In June  2002, the Company  issued 20 shares  of Series 2002-K  convertible
  preferred stock  (stated value  $25,000 per  share).   The shares  have  no
  provision for dividends and are convertible into common shares at $.80  per
  share.   At any time,  at the Company's  sole discretion,  the Company  may
  redeem all  or part  of the  outstanding preferred  shares at  a price  per
  share of 120% of their face value.

  On April  16, 2003,  the holder of  the Company's  Series 2002-G  preferred
  stock agreed  to  modify the  terms of  the  preferred stock,  whereby  any
  future redemption of  the preferred stock  shall be at  the sole option  of
  the Company rather than at the option of the Holder.  This modification  to
  the terms  of the  preferred stock resulted  in the  preferred stock  being
  accounted for as equity as of June 30, 2003, rather than as liability.   In
  addition, 44  shares of  the  preferred stock  was converted  into  733,335
  shares of common stock  for a total of $61,500  during the year ended  June
  30, 2003.

  Stock Options
  -------------
  The Company  has  periodically granted  stock  options for  employment  and
  outside services  received during the  years reported.   These options  are
  treated as fixed, compensatory awards.

  The Company  has granted non-compensatory  stock options  to key  employees
  and directors at market  value at the date of  grant.  The options  granted
  to directors have generally vested immediately, and the options granted  to
  employees have  generally  vested over  a  3-year period;  however,  during
  2003,  options   covering   310,000  shares   were  granted   that   vested
  immediately.   During 2002, options  covering 22,688  shares, were  granted
  that vest over 3 years.  No options were granted during 2004.

  During 2003  and  2002, options  issued  to employees  and  directors  with
  exercise prices less  than market on  the grant date  were immaterial  and,
  accordingly, no compensation  expense was recognized in  those years.   Had
  compensation cost been  determined on the basis  of fair value pursuant  to
  FASB Statement No. 123, net loss and net loss per share for 2004, 2003  and
  2002 would have been increased as follows:

                                         2004          2003          2002
                                      ----------    ----------    ----------
    Net loss
      As reported                    $   (20,355)  $(3,435,735)  $(2,733,434)
      Deduct:  total stock-based
       employee compensation expense
       determined under fair value
       based method for all awards,
       net of income tax effect                -      (261,578)     (250,113)
                                      ----------    ----------    ----------
      Pro forma net loss             $   (20,355)  $(3,697,313)  $(2,983,547)
                                      ==========    ==========    ==========
    Loss per share
      As reported                          (0.01)        (0.51)        (0.80)
      Pro forma                            (0.01)        (0.89)        (0.88)

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


                                      2004           2003           2002
                                   ----------     ----------     ----------
    Expected volatility                374%           150%          150%
    Risk-free interest rate            2.6%      1.15% - 1.3%   3.50% - 4.30%
    Expected lives                   5 years  2.7 to 5.5 years     3 years
    Dividend yield                      -              -              -


  Additional information with respect to all options outstanding at June  30,
  2004, and changes for the three years then ended was as follows:

                         Issued            Issued           Issued
                         Above            Equal to          Below
                      market price      market price     market price
                   ------------------  ---------------  --------------
                            Weighted          Weighted        Weighted
                            average           average         average
                            exercise          exercise        exercise   Total
                   Options    price   Options   price Options   price   Options
                   -------   ------   ------    ----- -------   -----   -------
 Outstanding at
 June 30, 2001     454,930   15.761    8,750    14.56 115,901   15.68   589,581

 Granted         2,162,857     0.83        -        -       -       - 2,162,857
 Forfeited        (540,820)    2.46        -        - (11,147)  28.65  (551,967)
                   -------   ------   ------    ----- -------   -----   -------
 Outstanding at
 June 30, 2002   2,076,967  $  3.63   18,750   $14.56 104,754  $14.40 2,200,471
                 =========   ======   ======    ===== =======   ===== =========

 Granted                 -        -  310,000     0.02       -       -   310,000
 Forfeited        (466,035)    1.56        -        -       -       -  (466,035)
                   -------   ------   ------    ----- -------   -----   -------
 Outstanding at
 June 30, 2003   1,610,932     4.13 $328,750   $ 0.85 104,754  $14.40 2,044,436
                 =========   ======   ======    ===== =======   ===== =========

 Granted                 -        -        -        -       -       -         -
 Forfeited        (140,407)    1.41   (9,375)   12.43 (79,121)  12.38 (228,903)
                   -------   ------   ------    ----- -------   -----   -------
 Outstanding at
 June 30, 2004   1,470,525   $ 4.39  319,375   $ 0.51  25,633  $20.62 1,815,533
                 =========   ======   ======    ===== =======   ===== =========


                                                 Number       Weighted
                                               of shares      average
                                               underlying     exercise
                                                options        price
                                               ----------      -----

    Options exercisable at June 30, 2002       1,061,555      $ 7.91
                                               =========       =====
    Options exercisable at June 30, 2003       1,855,436      $ 4.55
                                               =========       =====
    Options exercisable at June 30, 2004       1,752,533      $ 4.05
                                               =========       =====

  No options were granted  during 2004.  For  2003, options granted equal  to
  market value had  a weighted average fair  value per share  of $0.02.   For
  2002, options granted above market value had a weighted average fair  value
  per share of $0.83.

  Information about stock options outstanding at June 30, 2004 is  summarized
  as follows:

                          Options outstanding             Exercisable
                  --------------------------------  ----------------------
                               Weighted
                               average    Weighted                Weighted
                              remaining   average                 average
      Range of                contractual exercise    Number      exercise
   exercise prices     Number   life       price    exercisable    price
  ----------------   ---------  -----     -------   -----------   --------

  $0.02                310,000   3.90    $  0.02      310,000     $  0.02
  $0.80              1,087,400   2.31       0.80    1,024,400        0.80
  $13.44 to $16.48     399,383   0.73      14.51      399,383       14.51
  $21.52 to $28.00      18,750   0.63      25.84       18,750       25.84
                     ---------                      ---------
                     1,815,533                      1,752,533
                     =========                      =========

  Common  stock  warrants  issued  and  outstanding  at  June  30,  2004  are
  summarized as follows:

                                                Weighted         Weighted
                                                 average         average
    Range of exercise price           Number  remaining life  exercise price
    ----------------------           -------  --------------  --------------
    $0.01 to $0.09                   415,000       3.11          $  0.02
    $1.50 to $6.72                   481,250       1.67             1.91
    $13.28 to $28.00                  15,000       1.28            25.55
    $32.00 to $48.00                  76,250       0.35            35.93

  All outstanding warrants are exercisable at June 30, 2004, with the
  exception of 50,000 warrants which become exercisable in February 2005.

  During the year ended June 30, 2004, warrants to purchase 50,000 shares  of
  the  Company's common  stock  were  granted  in  connection  with  services
  provided.  The  warrants have  an exercise price  of $.09,  expire in  July
  2008, and were valued at $4,500.

  During the year ended June 30, 2003, warrants to purchase 25,000 shares  of
  the  Company's  common  stock  were  granted  in  connection  with services
  provided.  The warrants  have an exercise  price of $.01,  expire  in  July
  2008,  and were  valued at  $548 upon  issuance.  Additionally, warrants to
  purchase  190,000  shares  of  the  Company's  common stock were granted in
  connection with services provided.  The  warrants have an exercise price of
  $.02,  expire  in  July  2008,  and were  valued  at  $3,477 upon issuance.
  Additionally, warrants to purchase 75,000 shares of  the  Company's  common
  stock were  granted in  connection with  the  issuance  of long-term  debt.
  These warrants  have an  exercise  price  of $1.50,  with  a  provision  to
  reprice at par value upon the satisfaction of the anti-dilution  provisions
  of certain preferred stock, and expire in  November 2005.  The value of the
  warrants  is  $4,965  upon  issuance.  Additionally,  warrants  to purchase
  150,000 shares of the Company's  common  stock were  granted  in connection
  with the  sale  of subsidiaries.  The  warrants have  an exercise price  of
  $.01,  expire in  December, 2005, and were valued at $3,270.

  During the year  ended June 30, 2002,  warrants to purchase 150,000  shares
  of the Company's  common stock were granted  in connection with  consulting
  services provided.   The warrants have an  exercise price of $1.50,  expire
  in February 2007,  and were  valued at $72,000  and recorded  as a  prepaid
  expense,  net of  amortization  of  $6,000 upon  issuance.    Additionally,
  warrants to  purchase 150,000  shares of  the Company's  common stock  were
  granted in connection with the issuance of long-term debt.  These  warrants
  have an exercise  price of $1.50 and  expire in April 2005.   The value  of
  the warrants,  $60,000,  is included  as  a discount  on  the debt  net  of
  accumulated amortization of $7,500.  Warrants to purchase 50,000 shares  of
  the Company's common  stock were granted for  a finder's fee in  connection
  with the  sale of  the Curtis  Mathes trademark.   These  warrants have  an
  exercise price of  $32.00 per  share, with a  provision to  reprice at  par
  value upon  the satisfaction  of the  anti-dilution provisions  of  certain
  preferred stock.   The value of  the warrants, $68,500,  was recorded as  a
  reduction  in the  gain  on  the sale  of  trademark  in  the  accompanying
  statement of operations.


 NOTE L - INCOME TAXES

  A  reconciliation  of income  tax benefit  computed  by applying  the  U.S.
  Federal  tax  rates  to  the  net loss  and  recorded  income  tax  expense
  (benefit) is as follows:

                                         2004          2003          2002
                                      ----------    ----------    ----------

  Tax benefit at statutory rate      $    (7,836)  $(1,322,758)  $  (929,368)
  Non-deductible expenses                      -             -         3,134
  Sale of trademark                            -             -      (610,842)
  Change in valuation allowance            7,836     1,322,758     1,502,582
  Other                                        -             -        34,494
                                      ----------    ----------    ----------
                                     $         -   $         -   $         -
                                      ==========    ==========    ==========

  The components of the Company's deferred income taxes at June 30, 2004  and
  2003 are as follows:

                                                 2004         2003
                                              ----------   ----------
    Deferred tax assets
      Net operating loss carryforwards       $21,034,359  $21,026,522
                                              ----------   ----------
      Deferred tax asset                      21,034,359   21,026,522
      Valuation allowance                    (21,034,359) (21,026,522)
                                              ----------   ----------
                                             $         -  $         -
                                              ==========   ==========

  At June  30, 2004, the  Company has  net operating  loss carryforwards  for
  Federal income tax purposes of approximately $63,397,090 which may be  used
  to  offset future  taxable  income,  subject  to  certain  limitations  and
  provisions  of the  Internal  Revenue  Code, and  will  expire  in  various
  amounts in the years 2008 through 2022 if not utilized.


 NOTE M - PENSION AND OTHER BENEFIT PROGRAMS

  2002
  ----
  Prior to a  subsidiary's bankruptcy filing  in 1992, the  subsidiary had  a
  defined benefit plan, which covered substantially all full-time  employees.
  The following table sets forth  the funded status of the Company's  defined
  pension plan at June 30:
                                                              2002
                                                            --------
    Actuarial present value of benefit obligations
    ----------------------------------------------
    Accumulated benefit obligation                         $ 637,444
                                                            ========

    Projected benefit obligation                             637,444
    Plan assets at fair value                                666,675
                                                            --------

    Excess projected benefit obligation                     (29,231)
                                                            --------
    Net pension (asset) liability                          $ (29,231)
                                                            ========

    Net pension cost includes the following components
    --------------------------------------------------
    Interest on unfunded liability                         $   6,387
    Actuarial (gain) loss                                    (84,881)
                                                            --------
    Net pension cost (benefits)                            $ (78,494)
                                                            ========

  The  weighted  average  assumed  discount  rate  used  in  determining  the
  actuarial present value  of the projected benefit  obligation for 2002  was
  7%.   The net pension  asset is  shown in  other noncurrent  assets in  the
  consolidated balance sheet.

  2004 - 2003
  -----------
  The following table sets forth  the funded status of the Company's  defined
  pension plan at June 30:

                                                        Pension Benefits
                                                       -------------------
                                                         2004       2003
                                                       --------   --------
  Change in benefit obligation
  Benefit obligation at beginning of year               659,668    661,314
  Service cost                                                0          0
  Interest cost                                          25,320     36,198
  Plan participants' contributions                            0          0
  Amendments                                                  0          0
  Actuarial (gain)/loss                                 (38,289)    54,892
  Benefits paid                                         (31,503)   (31,242)
  Other                                                 (38,521)   (61,494)
                                                       --------   --------
  Benefit obligation at end of year                     576,675    659,668
                                                       --------   --------
  Change in plan assets
  Fair value of plan assets at beginning of year        703,413    697,051
  Actual return on plan assets                          (11,781)    99,098
  Acquisition                                                 0          0
  Employer  contributions                                     0          0
  Plan participants' contributions                            0          0
  Benefits paid                                         (31,503)   (31,242)
  Other                                                 (38,521)   (61,494)
                                                       --------   --------
  Fair value of plan assets at end of year              621,608    703,413
                                                       --------   --------
  Reconciliation of Funded status
  Funded Status (Underfunded)/Overfunded                 44,933     43,745
  Unrecognized net actuarial loss (gain)                  5,039     (3,876)
  Unrecognized prior service cost (benefit)                   0          0
                                                       --------   --------
     Net amount recognized                               49,972     39,869

  Amounts recognized in the statement of financial position consist of:

                                                        Pension Benefits
                                                       -------------------
                                                         2004       2003
                                                       --------   --------
  Prepaid benefit cost                                        0          0
  Accrued benefit cost                                        0          0
  Intangible assets                                           0          0
  Accumulated other comprehensive income                      0          0
                                                       --------   --------
     Net amount recognized                                    0          0


  The accumulated benefit  obligation for all  defined benefit pension  plans
  was $576,675 and $659,668 at June 30, 2004 and 2003, respectively.

  Components of Net Periodic Benefit Cost

                                                        Pension Benefits
                                                       -------------------
                                                         2004       2003
                                                       --------   --------
  Service cost                                        $       0  $       0
  Interest cost                                          25,320     36,198
  Expected return on plan assets                        (35,760)   (39,969)
  Amortization of prior service cost                          0          0
  Amortization of net (gain) loss                             0          0
  Effect of Special Events                                  337       (361)
                                                       --------   --------
     Net periodic benefit cost                        $ (10,103) $ ( 4,132)

  Additional Information

                                                         Pension Benefits
                                                       -------------------
                                                         2004       2003
                                                       --------   --------
  Increase in minimum liability included
     in other comprehensive income                    $       0  $       0


  Assumptions

  Weighted-average assumptions used to determine benefit obligations at June
  30:

                                                        Pension Benefits
                                                       -------------------
                                                         2004       2003
                                                       --------   --------
  Discount rate                                          6.00%      5.00%
  Rate of compensation increase                            NA         NA

  Weighted-average assumptions used  to determine net  periodic benefit  cost
  for years ended June 30:
                                                        Pension Benefits
                                                       -------------------
                                                         2004       2003
                                                       --------   --------
  Discount rate                                          5.00%      6.25%
  Expected long-term return on plan assets               6.50%      6.50%
  Rate of compensation increase                            NA         NA


  Historical returns of  multiple asset classes  were analyzed  to develop  a
  risk free real rate of return and risk premiums for each asset class.   The
  overall rate for  each asset class was  developed by combining a  long-term
  inflation component, the risk free real rate of return, and the  associated
  risk  premium.  A  weighted  average  rate was  developed  based  on  those
  overall rates and the target asset allocation of the plan.

  Plan Assets

  The Company's pension plan weighted-average  asset allocations at June  30,
  2004 and 2003 by asset category are as follows:

                                                     Plan Assets at June 30:
                                                         2004       2003
                                                       --------   --------
  Asset Category
  --------------
  Equity securities                                       21%       17%
  Debt securities                                         79%       83%
  Real estate                                              0%        0%
  Other                                                    0%        0%
                                                       --------   --------
     Total                                               100%      100%

  The Company has  elected to  invest in a  general fund  comprised of  fixed
  income securities managed by their  financial services firm.  In  addition,
  they have invested  in equity securities  of their financial services  firm
  they  acquired  through  a  demutualization.  They have  not  utilized  any
  weighted-average target asset allocations.

  Equity securities  include the  Company's Common  Stock in  the amounts  of
  $131,440 (21  percent of total  plan assets)  and $118,649  (17 percent  of
  total plan assets) at June 30, 2004 and 2003, respectively.

  Cash Flows

  Contributions
  -------------
  The Company does not expect to contribute to its pension plan in fiscal
  2005.


  Estimated Future Benefit Payments
  ---------------------------------
  The following benefit payments, which  reflect expected future service,  as
  appropriate, are expected to be paid:

  Pension Benefits
  ----------------
  2005                            $ 166,000
  2006                               50,000
  2007                               80,000
  2008                               45,000
  2009                               60,000
  Years 2010 - 2014                 270,000

  Components of Net Periodic Benefit Cost for the fiscal year ending June
  30, 2005

                                           Pension Benefits
                                                 2005
                                                -------
  Service cost                                 $      0
  Interest cost                                  26,586
  Expected return on plan assets                (31,722)
  Amortization of prior service cost                  0
  Amortization of net (gain) loss                     0
                                                -------
     Net periodic benefit cost                 $ (5,136)

  Employer Contributions

  The  Interest Cost  shown  above  is  based  on  a  Benefit  Obligation  of
  $576,675.   Expected benefit  payments  during  the  measurement  year  are
  $166,348.

  The expected Return on Plan Assets  is based on $621,608, the market  value
  of assets  at  June 30, 2004.  The Company  used $0  interest on  estimated
  contributions of $0.



 NOTE N - NON-CASH INVESTING AND FINANCING ACTIVITIES

                                            2004         2003         2002
                                         ----------   ----------   ----------

  SUPPLEMENTAL SCHEDULE OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES

  Issuance of common stock for
    purchase of assets                  $         -   $        -  $   129,500
                                         ==========    =========   ==========
  Issuance of common stock for services $    15,119   $       69  $         -
                                         ==========    =========   ==========
  Issuance of common stock warrants
    for services                        $     4,500   $    4,025  $    72,000
                                         ==========    =========   ==========
  Issuance of warrants in connection
    with sale of trademark              $         -   $        -  $    68,500
                                         ==========    =========   ==========
  Issuance of warrants in connection
    with sale of subsidiarie            $         -   $    3,270  $         -
                                         ==========    =========   ==========
  Note receivable from sale
    of trademark                        $         -   $        -  $ 1,865,000
                                         ==========    =========   ==========
  Debt relieved upon sale of trademark  $         -   $        -  $ 2,000,000
                                         ==========    =========   ==========
  Issuance of warrants in connection
    with long-term debt                 $         -   $    4,965  $   335,938
                                         ==========    =========   ==========
  Conversion of preferred stock
    to common stock                     $         -   $   61,500  $         -
                                         ==========    =========   ==========


 NOTE O - BUSINESS SEGMENT INFORMATION

  Until it discontinued normal operations  in December 2002, the Company  was
  primarily engaged  in  high technology  product  sales and  consulting  and
  support services.

  The Company  had three  segments for  2003 and  2002:   Technology  product
  sales,  technology  consulting  and  support  services,  and  royalty  from
  trademark licensing.  The segments were differentiated by the products  and
  services provided as follows:

    Product sales
    -------------
    This segment  consisted of  set-top  boxes, network  equipment,  computer
    cabling,  computer telephony  integration  (CTI)  and  personal  computer
    equipment and peripherals.

    Consulting and support services
    -------------------------------
    This segment consisted of services  for the implementation of  e-business
    solutions, software  support  maintenance, and  network  development  and
    support.

    Royalties
    ---------
    This segment  consisted  of  royalty income  from  licensing  the  Curtis
    Mathes Trademark which was sold in September 2001.

  The Company's  underlying  accounting records  are  maintained on  a  legal
  entity basis.   Segment disclosures are on  a performance basis  consistent
  with internal  management  reporting.   The Company  evaluates  performance
  based on earnings from continuing operations before income taxes and  other
  income and  expense.   The  Corporate  column includes  corporate  overhead
  related  items.  The accounting policies  of the segments  are the same  as
  those described in the summary of significant accounting policies (Note A).


                                        2004           2003          2002
                                     ----------    -----------    -----------
 Net revenues
   Product sales                    $         -   $    127,730   $  1,919,695
   Consulting and support services            -        498,055      3,399,463
   Royalties                                  -              -         50,153
                                     ----------    -----------    -----------
                                    $         -   $    625,785   $  5,369,311
                                     ----------    -----------    -----------
 Operating loss
   Product sales                    $         -   $ (1,147,212)  $ (1,504,892)
   Consulting and support services            -     (1,125,619)    (1,497,418)
   Corporate                            (37,018)    (1,243,399)      (485,949)
                                     ----------    -----------    -----------
 Total operating loss                   (37,018)    (3,516,230)    (3,488,259)

 Less interest expense                        -        (13,166)      (101,389)
 Other income (expenses)                 16,663         93,661        159,411
 Gain on sale of trademark                    -              -      1,103,046
                                     ----------    -----------    -----------
 Loss before extraordinary item         (20,355)    (3,435,735)    (2,327,191)

 Extraordinary item                           -              -       (406,243)
                                     ----------    -----------    -----------
   Net loss                         $   (20,355)  $ (3,435,735)  $ (2,733,434)
                                     ==========    ===========    ===========

 Identifiable assets
   Computer products and service$             -   $          -   $    213,030
   Corporate                                  -         22,831      4,629,173
                                     ----------    -----------    -----------
                                    $         -   $     22,831   $  4,842,203
                                     ==========    ===========    ===========
 Depreciation, amortization
 and write-down
   Computer products and service$             -   $  2,402,218$       421,136
   Corporate                                  -         16,716      1,171,913
                                     ----------    -----------    -----------
                                    $         -   $  2,418,934$     1,593,049
                                     ==========    ===========    ===========
 Capital expenditures
   Computer products and service$             -   $          -   $     11,606
   Corporate                                  -              -              -
                                     ----------    -----------    -----------

                                    $         -   $          -   $     11,606
                                     ==========    ===========    ===========

  International revenues for  the years ended  June 30, 2004,  2003 and  2002
  totaled $-0-, $156,334 and $2,396,981, respectively.


 NOTE P - RELATED PARTIES

  The CEO has previously paid  various miscellaneous expenses of the  Company
  during the fiscal  year ended June  30, 2004.   The CEO  holds the  Company
  harmless from these  expenses and does  not intend  to seek  reimbursement.
  These expenses  are less  than $30,000.   During  the year  ended June  30,
  2004, 288,000 shares  of common stock  with a market  value of $5,760  were
  issued to the CEO for services.

<PAGE>

                         VPGI Corp. and Subsidiaries

               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

               For the years ended June 30, 2004, 2003 and 2002


                         Balance at  Charged to  Charged               Balance
                          beginning  costs and  to other               at end
 Description               of year   expenses   accounts  Deductions   of year
 -----------             ---------   ---------  --------  ----------  ---------
 Year ended June 30, 2002
  Allowance for
  doubtful accounts         13,637           -         -           -     13,637

 Year ended June 30, 2003
  Allowance for
  doubtful accounts         13,637      42,851         -     (56,488)         -

 Year ended June 30, 2004
  Allowance for
  doubtful accounts              -           -         -           -          -

<PAGE>

                         VPGI CORP. and Subsidiaries

                               EXHIBIT INDEX

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

 3(i)  Articles of Incorporation of the Company, as amended and restated
       (filed as Exhibit "3(i)" to the Company's Annual Report on Form
       10-K for the fiscal year ended June 30, 2003 and incorporated
       herein by reference.)                                              N/A

 3(ii) Bylaws of the Company, as amended (filed as Exhibit "3(ii)" to the
       Company's Annual Report on Form 10-K for the fiscal year ended
       June 30, 1999 and incorporated herein by reference.)               N/A

 4.1   Form of common stock Certificate of the Company (filed as Exhibit
       "4.2" to the Company's annual report on Form 10-K for the fiscal
       year ended June 30, 1994 and incorporated herein by reference.)    N/A

 4.2   1999 Equity Incentive Plan (filed as Exhibit "4.4" to the
       Company's Registration Statement on Form S-8 filed with the
       Commission on July 12, 2000 and incorporated herein by reference.) N/A

 4.3   Series A Preferred Stock terms and conditions (filed as Exhibit
       "4.3" to the Company's annual report on Form 10-K for the fiscal
       year ended June 30, 1994 and incorporated herein by reference.)    N/A

 4.4   Series H Preferred Stock terms and conditions (filed as Exhibit
       "4.4" to the Company's Registration Statement on Form S-3
       originally filed with the Commission on June 20, 1996 and
       incorporated herein by reference.)                                 N/A

 4.5   Series 2002-G Preferred Stock terms and conditions (filed as
       Exhibit "4.1" to the Company's Current Report on Form 8-K dated
       as of March 5, 2002 and incorporated herein by reference.)         N/A

 4.6   Form of warrant issued in connection with private placement to
       Bonanza Partners, Ltd. (filed as Exhibit "4.11" to the Company's
       Quarterly Report on Form 10-Q for the fiscal quarter ended
       December 31, 1999 and incorporated herein by reference.)           N/A

 4.7   Form of warrant issued in connection with private placement to LBI
       Group, Inc. (filed as Exhibit "4.5" to the Company's Registration
       Statement on Form S-3 filed with the Commission on May 19, 2000
       and incorporated herein by reference.)                             N/A

 4.8   Form of warrant issued to Sagemark Capital, L.P. in connection
       with a loan to the Company (filed as Exhibit "4.11" to the
       Company's Quarterly Report on Form 10-Q for the fiscal quarter
       ended December 31, 2000 and incorporated herein by reference.)     N/A

 4.9   Securities Purchase Agreement dated March 5, 2002 between
       registrant and Brown Simpson Partners I, Ltd. relating to the
       redemption of registrant's Series 1999-D1 Convertible Preferred
       Stock with Series 2002-G Convertible Preferred Stock (filed as
       Exhibit "99.2" to the Company's Current Report on Form 8-K dated
       as of March 5, 2002 and incorporated herein by reference.)         N/A

 4.10  Registration Rights Agreement dated March 5, 2002 between
       registrant and Brown Simpson Partners I, Ltd. relating to the
       registration of the shares of common stock underlying registrant's
       Series 2002-G Convertible Preferred Stock (filed as Exhibit "99.3"
       to the Company's Current Report on Form 8-K dated as of March 5,
       2002 and incorporated herein by reference.)                        N/A

 4.11  Settlement and Mutual Release Agreement dated March 5, 2002
       between registrant and Brown Simpson Partners I, Ltd. relating to
       the redemption of registrant's Series 1999-D1 Convertible
       Preferred Stock with Series 2002-G Convertible Preferred Stock
       (filed as Exhibit "99.4" to the Company's Current Report on Form
       8-K dated as of March 5, 2002 and incorporated herein by
       reference.)                                                        N/A

 4.12  Form of warrant issued to Setfield Limited for services rendered
       (filed as Exhibit "4.18" to the Company's annual report on Form
       10-K for the fiscal year ended June 30, 2002 and incorporated
       herein by reference.)                                              N/A

 4.13  Form of warrant issued to Gemini Growth Fund, L.P. in connection
       with a loan to the Company (filed as Exhibit "4.19" to the
       Company's annual report on Form 10-K for the fiscal year ended
       June 30, 2002 and incorporated herein by reference.)               N/A

 4.14  Series 2002-K Preferred Stock terms and conditions (filed as
       Exhibit "4.20" to the Company's annual report on Form 10-K for
       the fiscal year ended June 30, 2002 and incorporated herein by
       reference.)                                                        N/A

 4.15  Form of warrant issued to Associates Funding Group, Inc. in
       connection with sale of nine subsidiaries (filed as Exhibit "4.18"
       to the Company's Quarterly Report on Form 10-Q for the fiscal
       quarter ended March 31, 2003, filed on May 20, 2003 and
       incorporated herein by reference.)                                 N/A

 4.16  Form of warrant issued to Akin, Gump, Strauss, Hauer & Feld, LLP.
       in connection with legal services rendered to the Company (filed
       as Exhibit "4.19" to the Company's Quarterly Report on Form 10-Q
       for the fiscal quarter ended March 31, 2003, filed on May 20, 2003
       and incorporated herein by reference.)                             N/A

 4.17  First Amendment to Series 2002-G Preferred Stock terms and
       conditions (filed as Exhibit "4.21" to the Company's Annual
       Report on Form 10-K for the fiscal year ended June 30, 2003
       and incorporated herein by reference.)                             N/A

 4.18  Form of 190,000 warrants issued to consultants during year
       ended June 30, 2003 in connection with services rendered to the
       Company(filed as Exhibit "4.22" to the Company's Annual Report on
       Form 10-K for the fiscal year ended June 30, 2003 and incorporated
       herein by reference.)                                              N/A

 21 *  Subsidiaries of the Company.                                        53

 23 *  Consent of Independent Certified Public Accountants.                54

 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.                                     55

 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.                      57
 _______________
 *  Filed herewith.