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

                                  Form 10-K/A

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

                   For the fiscal year ended June 30, 2003

                       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.)


      17300 North Dallas Parkway, Suite 2050,             75248
                   Dallas, Texas                        (Zip Code)
     (Address of principal executive offices)

     Registrant's telephone number, including area code:  (972) 233-0900

         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, 2002 the aggregate market value of the voting
 stock held by non-affiliates of the Registrant (3,669,213 shares) was
 approximately $128,422, based on the closing sale price of the Common Stock
 as reported by the OTC Bulletin Board[R] ($0.035).  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 20, 2003 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 AND RELATED
           STOCKHOLDER MATTERS.................................  6

 ITEM 6.   SELECTED FINANCIAL DATA.............................. 8

 ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.................. 9

 ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK......................................... 15

 ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
           Index to Consolidated Financial Statements.......... 16

 ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE................. 16

 ITEM 9A.  CONTROLS AND PROCEDURES............................. 17

 ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.. 17

 ITEM 11.  EXECUTIVE COMPENSATION.............................. 18

 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT.......................................... 20

 ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...... 21

 ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.............. 21

 ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
           ON FORM 8-K......................................... 22

 SIGNATURES.................................................... 23

 EXHIBIT INDEX................................................. 53

<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, except
 for managing assets and reducing liabilities.  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.  In fiscal year 2001, one customer accounted
 for approximately 24.9% of consolidated revenues and at June 30, 2001,
 one customer accounted for 49.8% 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, 2003, 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, 2003, another business
 venture was utilizing the former corporate headquarters and making the lease
 payments.  All other 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

      During 2003 one of our subsidiaries initiated an arbitration proceeding
 against Metrophone Telecommunications, Inc. and AT&T Solutions, Inc.
 alleging breach of contract.  AT&T was subsequently dismissed and an
 arbitration award of approximately $300,000 against Metrophone was awarded
 by American Arbitration Association, Dallas division, in Case No. 71 181
 00650 02, styled uniView Technologies Products Group, Inc. vs. Metrophone
 Telecommunications, Inc. and AT&T Solutions, Inc.  Metrophone has closed
 its business and collection of the award appears doubtful.

      We were otherwise 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

      We held a Special Shareholders' Meeting on July 17, 2003 to amend and
 restate the Articles of Incorporation of the Company, which resulted in a
 reduction of the par value of the Company's common stock from $.80 to $.001
 per share.  Of 4,486,120 common shares issued and outstanding as of June 13,
 2003, the Record Date, 3,122,257 were represented in person or by proxy at
 the meeting, which constituted a quorum for the transaction of all business
 to come before the meeting.

      The following proposal was approved by the required number of shares
 represented at the meeting:

      1.   Adoption of director's proposal to amend and restate the Articles
 of Incorporation of the Company.

      FOR:   3,037,572         AGAINST:   78,930        ABSTAIN:   5,755


<PAGE>

                                   PART II

 ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS

 Market Information

      Until September 13, 2002 our common stock, $.001 par value (the
 "Common Stock") traded on the NASDAQ SmallCap Market[SM].  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 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

      Fiscal 2002
      -----------
      June 30, 2002                      $  0.87            $  0.35
      March 31, 2002                     $  1.31            $  0.57
      December 31, 2001                  $  0.90            $  0.35
      September 30, 2001 *               $  4.08            $  0.65

      * Stock prices adjusted retroactively to reflect the effects of a one-
      for-eight reverse stock split on September 7, 2001.

 Holders

      As of June 30, 2003 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, 2003:

                                                                      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          2,044,436               $   4.13                 2,973,064

 Equity Compensation
 Plans Not Approved by
 Security Holders            215,000               $   0.02                       -0-
                           ---------                -------                 ---------
        Total              2,259,436               $   3.74                 2,973,064
                           =========                =======                 =========

</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.

 Recent Sales of Unregistered Securities

      Issuances of equity securities during the fourth fiscal quarter that
 were not registered under the Securities Act of 1933 consisted of the
 following:

      On June 4, 2003 we issued to some of our former employees and
 consultants, for services, warrants to purchase an aggregate of 190,000
 shares of our Common Stock.  The warrants are exercisable at any time
 through July 17, 2008 at a fixed exercise price of $0.02 per share.  The
 issuance was made pursuant to the exemption from registration provided by
 Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933,
 in that (a) the investor or its purchaser representative is reasonably
 believed to have such knowledge and experience in financial and business
 matters that it is capable of evaluating the merits and risks of the
 investment, (b) the investor or its purchaser representative were
 provided with required information and an opportunity to obtain additional
 information a reasonable period of time prior to the transaction, (c) the
 investor or its purchaser representative were advised of the limitations on
 resale of the Common Stock, (d) the investor represented its intention to
 acquire the securities for investment only and not with view to or for sale
 in connection with any distribution thereof, and (e) appropriate legends
 were affixed to the instruments issued in the transactions.


 ITEM 6.   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,
                             -------------------------------------------------------------
                             2003           2002          2001          2000          1999
                             ----           ----          ----          ----          ----
 <S>                      <C>          <C>            <C>           <C>           <C>
 Consolidated Statement
 of Operations Data
 -------------------
 Revenues                 $  625,785   $5,369,311     $9,332,232    $ 9,145,705   $11,486,058

 Operating loss           (3,516,230)  (3,894,502)    (6,789,892)   (10,631,655)   (7,913,331)

 Net loss                 (3,435,735)  (2,733,434)    (6,622,458)   (10,863,875)   (6,297,353)

 Net loss attributable
   to common stockholders (2,123,935)  (1,019,077)      (284,658)    (9,825,275)  (10,879,960)

 Loss per Common
   Share (1)                   (0.51)       (0.30)         (0.08)         (3.82)        (7.02)


 Consolidated Balance
  Sheet Data
 --------------------
 Total assets                 62,700    4,842,203      8,837,360     12,523,204    14,080,768

 Long term debt                   --       14,938      1,388,126        595,324     3,823,210

 Redeemable preferred
   stock                          --    1,456,000      1,170,000      8,409,600    10,350,000

 Stockholders' equity
   (deficit)                  50,708    2,018,192      3,933,806        860,699    (2,013,022)

 Number of employees              --           25             67            104            79


 (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, 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 $240,000 at June 30, 2002.


 FISCAL YEAR ENDED JUNE 30, 2002 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2001
 ---------------------------------------------------------------------------

 Revenues

      Total revenues for fiscal year 2002 decreased to $5.37 million, as
 compared to $9.33 million in 2001.  Revenues for fiscal year 2002 were
 primarily comprised of revenues from the sale of CTI products and support
 services, as well as revenues from infrastructure design and cabling
 services.

      CTI.  Revenues for our CTI segment for fiscal year 2002 were
 approximately $2.68 million, compared to approximately $2.88 million for
 2001.  Much of the revenue for 2002 is attributable to the sale in January
 2002 of a source code license to a major customer for $1.3 million in cash.
 This customer generated approximately $2.5 million of our revenues during
 the fiscal year ended June 30, 2001 and at the time of the sale represented
 our largest CTI customer.  The transaction resulted in limited revenues from
 this customer after the sale, as the customer assumed the responsibility
 for its own CTI software operations.  Sales from CTI products and support
 services since the date of the sale through June 30, 2002 totaled $172,500.
 In connection with the sale transaction, the customer also offered
 positions to some of our staff who had been assigned to manage and maintain
 the customer's contract and our CTI staff was reduced accordingly.

      Cabling services.  Revenues for our infrastructure design and cabling
 services segment for fiscal year 2002 were approximately $2.5 million,
 compared to approximately $5.0 million for 2001.  This segment historically
 offered computers and computer networks, primarily to school districts.
 During fiscal year 2001, we shifted our emphasis to providing infrastructure
 design and cabling services for high-speed voice/data networks.  The
 decrease in revenues for 2002 is attributable to the transition period
 brought about by the change from primarily offering hardware to primarily
 offering higher margin services.

      Royalties.  Due to the sale of the Curtis Mathes trademark in September
 2001, we recognized only $50,000 in royalty revenue from the trademark
 during fiscal 2002, compared to $1.13 million during the previous year.

 Gross Margin

      Gross margin for fiscal year 2002 was $3.11 million, as compared to
 $4.35 million for 2001.  As a percentage of total revenue, gross margin
 increased to 58% in fiscal year 2002, compared to 46.6% in the previous
 year.  The increase as a percentage of revenue can be attributed to focusing
 resources on opportunities that yield better margins, as well as to the sale
 of the source code license.

 Inventory Write-Down and Software Development Costs

      We did not capitalize any additional software development costs in
 fiscal year 2002.   In fiscal year 2001, we capitalized software development
 costs of $329,000, which were attributable to continued improvements and
 enhancements to the various models of our digital media device.

 Operating Expenses

      Total operating expenses for fiscal year 2002 decreased 37% to
 approximately $7.0 million, compared to approximately $11.14 million for
 the same period last year.  Significant components of operating expenses for
 the fiscal years ended June 30, 2002 and 2001 consisted of the following:

                                                   Year ended June 30,
                                            -------------------------------
                                                2002                2001
                                            -----------         -----------

 Compensation                              $  3,099,108        $  4,972,693
 Facilities                                     578,423             729,766
 Depreciation                                   494,112             583,229
 Amortization of software development
   costs, trademark, and goodwill             1,098,937           1,332,948
 Online service expense                          66,516             853,053
 Legal expense                                  141,489                   0
 Extinguishment of debt                         406,243                   0
 Stock option expense                                 0              58,496
 Other                                        1,123,310           2,611,785
                                            -----------         -----------
 Total                                     $  7,008,138        $ 11,141,970
                                            ===========         ===========

      "Other" expenses include public company cost, telephone, travel,
 office, insurance, and other general and administrative expenses.  The
 decrease in online service expenses for 2002 compared to 2001 primarily
 consists of online television listings utilized in connection with our
 digital media products, which services were terminated in July 2001.  The
 remaining decrease in operating expenses for fiscal year 2002 is primarily
 attributable to reduced compensation and other expenses due to a reduction
 in the number of employees and overall cost controls.

 Interest Expense

       Corporate interest expense for fiscal year 2002 was $90,000 as
 compared to $113,000 in 2001.  The decrease in interest expense is primarily
 attributable to a decrease in our debt level from approximately $1.4 million
 at June 30, 2001 to approximately $240,000 at June 30, 2002.  Products and
 services interest expense for fiscal year 2002 was $12,000 as compared to
 $64,000 in 2001.  This decrease is due in part to phasing out a line of
 credit in fiscal 2001. The weighted average interest rate for our borrowings
 was 13.2% and 13.8% for the years ended June 30, 2002 and 2001,
 respectively.

                       Liquidity and Capital Resources

      Cash and cash equivalents at June 30, 2003 were $9,883 compared to
 $724,000 at June 30, 2002.  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, 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
 $3.44 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. (See Note H
 of the Notes to Consolidated Financial Statements in this Form 10-K for
 additional information on Long-Term Debt.)

      Cash used in operations for the fiscal year ended June 30, 2001 was
 $3.46 million.  Major components of cash used in operations in fiscal year
 2001 were a net loss from operations of $6.62 million and a reduction in
 deferred revenues of $719,000, consisting  of fees received in advance for
 call center maintenance and other services, which were earned and recognized
 during fiscal year 2001, offset by the following:  depreciation and
 amortization of $1.92 million; accounts receivable decreased by $529,000,
 primarily due to a slow down in sales during the fourth quarter of fiscal
 year 2001; prepaid expenses decreased by $730,000 primarily due to a
 reduction in  prepaid expenses for television listings that expired during
 fiscal year 2001; and accounts payable and accrued liabilities increased by
 $313,000, primarily due to a $450,000 deposit on the trademark sale received
 in fiscal year 2001.

 Cash Flows From 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.

      During fiscal year 2001, we purchased property and equipment for
 $177,000, approximately $100,000 of which related to computers and computer
 software.  Additional development costs of $329,000 were capitalized as
 expenditures relating to improvements in our digital media device and we
 received approximately $68,000 in cash from the sale of fully depreciated
 equipment.

 Cash Flows From Financing Activities

      Cash of $215,000 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.

      Cash flow from financing activities generated $3.06 million during
 fiscal year 2001; major components include $2.00 million from the sale of
 Common Stock and $1.52 million from proceeds of long term debt.
 Additionally, net repayment of the bank line of credit totaled approximately
 $321,000 for the year.

                                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.

      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.  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. This modification to the terms
 of the preferred stock results in the preferred stock being accounted for
 as equity at June 30, 2003.

      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)

<TABLE>

      The following tables set forth certain unaudited financial data for the
 quarters indicated:

                                   Fiscal 2003 Quarter Ended                               Fiscal 2002 Quarter Ended
                       --------------------------------------------------    ------------------------------------------------------

                       Sept. 30,     Dec. 31,     March 31,     June 30,      Sept. 30,     Dec. 31,      March 31,     June 30,
                         2002          2002         2003          2003          2001          2001          2002          2002
                       ----------   ----------    ---------    ----------    ----------    ----------    ----------    ----------
 <S>                  <C>          <C>           <C>          <C>           <C>           <C>           <C>           <C>
 Net Sales            $   437,503  $   103,282   $     0.00   $    85,000   $ 1,639,662   $   827,858   $ 2,393,752   $   508,039

 Gross Margin         $   243,985  $    91,606   $     0.00   $    85,000   $ 1,003,082   $   473,723   $ 1,713,433   $   (76,602)
 % of net sales              55.8%        88.7%           0%          100%         61.2%         57.2%         71.6%        (15.1)%

 Operating income
  loss)               $(1,820,458) $(1,574,644)  $  (67,986)  $   (53,142)  $  (868,653)  $(1,372,669)  $    81,350   $(1,328,287)
 % of net sales           (416.1)%   (1,524.6)%           0%       (62.5)%        (53.0)%       (165.8)%         3.4%       (261.5)%

 Net income (loss)    $(1,806,122) $(1,555,195)  $  (76,208)  $    1,790    $  (245,387)  $(1,348,541)  $   112,581   $(1,252,087)
 % of net sales           (412.8)%   (1,505.8)%           0%         2.1%        (15.0)%       (162.9)%         4.7%       (246.5)%

 Net income (loss)
  attributable to
  common shareholders $(1,151,372) $  (926,095)  $  (47,183)  $       715    $   269,913   $(1,429,491)  $    11,855   $   128,646
 % of net sales           (263.2)%     (896.7)%           0%         0.8%          16.5%       (172.7)%         0.5%         25.3%

 Net income (loss)
  attributable to
  common shareholders
  per share - basic and
    diluted*               $(0.27)      $(0.23)      $(0.01)       $(0.00)        $0.08        $(0.42)        $0.00         $0.04

 * 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

      The client-auditor relationship between the Registrant and Grant
 Thornton LLP ended, with the approval of Registrant's audit committee,
 as of August 21, 2003.  Grant Thornton declined to stand for reelection.

      During the Registrant's two most recent fiscal years and the subsequent
 interim period preceding termination of the relationship, there were no
 disagreements with the former accountant on any matter of accounting
 principles or practices, financial statement disclosure, or auditing scope
 or procedure.  Although unrelated to the change, the former accountant's
 report on Registrant's financial statements for the fiscal year ended June
 30, 2002 contained an opinion that was qualified concerning the Registrant's
 ability to continue as a going concern.  The former accountant was provided
 with a copy of the foregoing disclosures and was requested to furnish the
 Registrant with a letter addressed to the Commission stating whether it
 agrees with the above statements and, if not, stating the respects in which
 it does not agree.  The former accountant's letter is filed as Exhibit 16
 to the Company's Form 8-K Report filed with the Commission dated August 21,
 2003.

      A new independent accountant, Cheshier & Fuller, L.L.P., was engaged
 as of August 21, 2003 as the principal accountant to audit the Registrant's
 financial statements beginning with fiscal year ended June 30, 2003.


 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.

<PAGE>

                                   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, 2003, 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, 54, 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, 2003.

      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, 2003, we believe that during the fiscal year ended June 30,
 2003, all Section 16(a) filing requirements applicable to our directors,
 executive officers and 10% Owners were complied with.


 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, 2003.

                                                               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      2003  159,490        -0-       (1)           -0-         310,000         -0-      -0-
 Sole member of the    2002  210,000        -0-       (1)           -0-         378,000         -0-      -0-
 Board and CEO         2001  210,000        -0-       (1)           -0-         141,250         -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>

                              Option Grants Table
<TABLE>

      The following table shows individual grants of stock options made
 during fiscal year ended June 30, 2003 to each of the named executive
 officers.

                                                                                  Potential Realizable
                                                                                  Value at Assumed
                                                                                  Annual Rates of Stock
                                                                                  Price Appreciation
                   Individual Grants                                              for Option Term (2)
--------------------------------------------------------------------------------  ---------------------
(a)                (b)              (c)                    (d)               (e)    (f)      (g)
                   Number of
                   Securities       % of Total   Exercise  Market
                   Underlying       Options      or Base   Price on
                   Options          Granted to   Price     the Date  Expiration
Name               Granted(#)       Employees    ($/Sh)    of Grant  Date         5% ($)   10% ($)
----               -------------    ----------   --------  --------  ----------   -------  ---------
<S>                <C>              <C>          <C>       <C>       <C>          <C>      <C>
Patrick A. Custer   310,000 (1)      100%        $ 0.02    $ 0.02    06/04/08      1,713    3,785


 (1)  These options are subject to the terms of our 1999 Equity Incentive
      Plan; they have a five-year life and vested immediately upon issuance.

 (2)  Potential realizable values are net of exercise price, but before
      deduction of taxes associated with exercise.  The indicated 5% and 10%
      values represent assumed rates of appreciation only and are provided to
      comply with Commission regulations.  They do not necessarily reflect
      our views as to the likely trend in the stock price.  Actual gains, if
      any, on stock option exercises and the sale of Common Stock holdings
      will be dependent upon, among other things, the success of management's
      endeavors to sell the corporate shell, merge with or acquire a viable
      business, the resulting future performance of the Common Stock, if any,
      and overall stock market conditions.  The amounts reflected in this
      table may not be achieved.

</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, 2003 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-         746,500 (E)        27,900 (E)
                                                    189,000 (U)         -0-   (U)

 (1)  At June 30, 2003, 310,000 of the options were considered "in-the-
      money," as the fair market value of the underlying securities on that
      date ($0.11) 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, 2003, 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 20,
 2003 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, 2003 (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                     1,072,508 (1)          17.91%
 17300 N. Dallas Pkwy., Suite 2050
 Dallas, Texas 75248

 Peak Decision International Limited     350,000 (2)           7.80%
 Unit 1603, 16F
 Dina House,
 11 Duddell Street, Central
 Hong Kong

 Trident Growth Fund, L.P.               423,815 (3)           8.80%
 (formerly known as Gemini
 Growth Fund, L.P.)
 3602 McKinney Ave, Suite 220
 Dallas, Texas 75204

 Directors

      Patrick A. Custer                1,072,508 (1)          17.91%

 Executive Officers

      Patrick A. Custer                1,072,508 (1)          17.91%

 All Directors and Executive
      Officers as a Group              1,072,508 (4)          17.91%

 (1)  Includes 290,188 shares owned outright by Mr. Custer; 746,500 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

      Pursuant to SEC Release No. 33-8183 (as corrected by Release No.
 33-8183A), the disclosure requirements of this Item are not effective
 until the Annual Report on Form 10-K for the first fiscal year ending
 after December 15, 2003.

<PAGE>

                                   PART IV

 ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

      (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.

      (b)  Reports on Form 8-K.

           During the last quarter of the period covered by this report the
           Company filed one Report on Form 8-K, dated August 21, 2003,
           reporting a change in accountants.



                                  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,  2003,  and  the  related  consolidated
 statements of operations, changes in stockholders' equity and cash flows for
 the year ended  June 30, 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  and
 for each of the  two years in the  period then ended,  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, 2003,  and  the
 consolidated results of their operations  and their consolidated cash  flows
 for the year ended  June 30, 2003 in  conformity with accounting  principles
 generally accepted in the United States of America.

 As discussed in Note P to the financial statements, certain errors resulting
 in understatement  of previously  reported  pension  surplus  as of June 30,
 2003, were discovered by management of the Company during 2004. Accordingly,
 the 2003 financial statements have been restated to correct the error.

 We have also audited Schedule II for the year  ended June 30, 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  $3,435,735, $2,733,434 and  $6,622,458 for the  years ended  June
 30,  2003,  2002  and  2001,  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 adjustment that might
 result from the outcome of these uncertainties.


                                    CHESHIER & FULLER, L.L.P.

 Dallas, Texas
 September 29, 2003, except for Note P
 as to which the date is October 1, 2004


<PAGE>

         Report of Independent Registered Public Accounting Firm


 Board of Directors
 VPGI Corp. and Subsidiaries

 We have audited the accompanying consolidated  balance sheet of VPGI  Corp.
 (formerly  uniView Technologies Corporation) and  Subsidiaries  as  of  June
 30, 2002,  and  the  related  consolidated statements of operations, changes
 in  stockholders'  equity  and  cash  flows  for  each  of  the   two  years
 in the period 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 audits.

 We conducted  our audits  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  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 audits provide a reasonable basis for our
 opinion.

 In our opinion, the financial statements  referred to above present  fairly,
 in all material respects, the consolidated financial position of VPGI  Corp.
 and Subsidiaries as of June 30, 2002, and the consolidated results of  their
 operations  and  their consolidated cash flows  for each  of  the  two years
 in the period  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 years ended  June 30, 2002  and
 2001.   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 net losses of  $2,733,434  and  $6,622,458
 for the years ended June 30, 2002 and 2001,  respectively.   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 undertainties.


 GRANT THORNTON LLP

 Dallas, Texas
 September 3, 2002

<PAGE>

                         VPGI Corp. and Subsidiaries
                         CONSOLIDATED BALANCE SHEETS
                                   June 30,


                     ASSETS                            2003           2002
                                                   -----------    -----------
 CURRENT ASSETS
  Cash and cash equivalents                       $      9,883   $    724,051
  Trade accounts receivable, net of allowance
    for doubtful accounts of $-0- in 2003 and
    $13,637 in 2002                                          -        356,178
  Note receivable from the sale of trademark                 -        850,000
  Inventories                                                -         49,929
  Prepaid expenses                                           -        285,271
  Other current assets                                       -          3,506
                                                   -----------    -----------
     Total current assets                                9,883      2,268,935

 CERTIFICATE OF DEPOSIT                                      -         25,000

 PROPERTY AND EQUIPMENT, net of accumulated
  depreciation of $1,618,974 in 2002                         -        150,033

 OTHER ASSETS
  Purchased software, net of accumulated
    amortization of $1,783,263 in 2002                       -        711,702
  Product and software development costs, net of
    accumulated amortization of $522,476 in 2002             -        422,190
  Intellectual property license                              -        129,500
  Goodwill, net of accumulated amortization of
    $414,824 in 2002                                         -      1,005,509
  Security deposit on corporate office                  12,948         12,948
  Pension surplus                                       39,869         29,231
  Other                                                      -         87,155
                                                   -----------    -----------
     Total other assets                                 52,817      2,398,235
                                                   -----------    -----------
     Total assets                                 $     62,700   $  4,842,203
                                                   ===========    ===========


 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            2003           2002
                                                   -----------    -----------
 CURRENT LIABILITIES
  Current maturities of long-term debt,
   net of debt discount of $52,500 in 2002        $          -   $    169,992
  Current maturities of obligations under
    capital leases                                           -         30,002
  Trade accounts payable                                     -        707,207
  Accrued expenses                                      11,992        395,003
  Deposits                                                   -              -
  Deferred revenue                                           -         50,869
                                                   -----------    -----------
     Total current liabilities                          11,992      1,353,073

 LONG TERM DEBT, less current maturities                     -         13,445

 OBLIGATIONS UNDER CAPITAL LEASES,
   less current maturities                                   -          1,493
                                                   -----------    -----------
     Total liabilities                                  11,992      1,368,011

 REDEEMABLE PREFERRED STOCK
  Series 2002-G, -0- shares issued and
    outstanding at June 30, 2003 and 240
    shares issued and outstanding at June 30,
    2002, (liquidation preference of $6 million)             -      1,456,000

 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, 2003 and 2002                         30,000         30,000
    Series H, 2 shares issued and outstanding
      at June 30, 2003 and 2002 (liquidation
      preference of $50,000)                                 2              2
    Series 2002-K, 20 shares issued and outstanding
      at June 30, 2003 and June 30, 2002
      (liquidation preference of $500,000)                  20             20
    Series 2002-G, 196 shares issued and outstanding
      at June 30, 2003 (liquidation preference of
      $4.9 million)                                        196              -
  Common stock, $.001 par value; 80,000,000 shares
    authorized; 4,486,120 and 3,749,785 shares
    issued and outstanding at June 30, 2003 and
    2002, respectively                                   4,486          3,750
  Additional paid in capital                        60,337,666     60,186,369
  Accumulated deficit                              (60,321,662)   (58,201,949)
                                                   -----------    -----------
     Total stockholders' equity                         50,708      2,018,192

     Total liabilities and stockholders' equity   $     62,700   $  4,842,203
                                                   ===========    ===========


 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,


                                             2003          2002         2001
                                          ----------    ----------   ----------
 Revenues
  Product sales                          $   127,730   $ 1,919,695  $ 5,434,527
  Consulting and support services            498,055     3,399,463    2,765,958
  Royalties                                        -        50,153    1,131,747
                                          ----------    ----------   ----------
     Total revenues                          625,785     5,369,311    9,332,232

 Cost of products and services
  Cost of product sales                       50,649       939,082    3,231,702
  Cost of consulting and support services    154,545     1,316,593    1,748,452
                                          ----------    ----------   ----------
     Total cost of products and services     205,194     2,255,675    4,980,154
                                          ----------    ----------   ----------

     Gross margin                            420,591     3,113,636    4,352,078

 Operating expenses
  Selling                                     10,370        52,850      686,377
  General and administrative               1,693,296     4,955,996    8,539,416
  Depreciation and amortization              439,621     1,593,049    1,916,177
  Extinguishment of debt                          --       406,243           --
  Asset impairment                         1,793,534            --           --
                                          ----------    ----------   ----------
                                           3,936,821     7,008,138   11,141,970
                                          ----------    ----------   ----------
     Operating loss                       (3,516,230)   (3,894,502)  (6,789,892)

 Other (income) expense
  Interest income                            (83,023)      (95,445)     (30,247)
  Interest expense                            13,166       101,389      177,237
  Other income, net                          (10,638)      (63,966)    (246,151)
  Gain on sale of assets                           -             -      (68,273)
  Gain on sale of trademark                        -    (1,103,046)           -
                                          ----------    ----------   ----------
     Total other (income) expense            (80,495)   (1,161,068)    (167,434)
                                          ----------    ----------   ----------
     Net loss                             (3,435,735)   (2,733,434)  (6,622,458)
                                          ----------    ----------   ----------

 Decrease in redemption
  value of redeemable preferred stock      1,316,100     2,168,657    7,239,600

 Dividend requirements on preferred stock     (4,300)     (454,300)    (901,800)
                                          ----------    ----------   ----------
 Net loss attributable to
   common stockholders                   $(2,123,935)  $(1,019,077) $  (284,658)
                                          ==========    ==========   ==========
 Per share amounts allocable to common
   stockholders - Basic and diluted

            Net loss                          $(0.51)       $(0.30)      $(0.08)
                                               =====         =====        =====
 Weighted average common shares
   outstanding - Basic and diluted         4,133,160     3,404,172    3,387,645
                                          ==========    ==========   ==========

 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, 2003, 2002 and 2001

                                                 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, 2000                    3,307,065  $    3,307    30,002  $   30,002   $56,621,178  $ (55,793,788) $    860,699

 Sale of common stock                          91,912          92         -           -     1,999,908              -     2,000,000
 Stock compensation for employees
   and directors                                    -           -         -           -        58,496              -        58,496
 Issuance of warrants for services                  -           -         -           -       212,619              -       212,619
 Issuance of warrants in connection
   with long-term debt                              -           -         -           -       188,600              -       188,600
 Preferred stock dividends                          -           -         -           -             -         (3,750)       (3,750)
 Allocation for decrease in redemption
   value of redeemable preferred stock              -           -         -           -             -      7,239,600     7,239,600
 Net loss                                           -           -         -           -             -     (6,622,458)   (6,622,458)
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 Balances - June 30, 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
                                           ==========  ==========  ========  ==========   ===========   ============   ===========


      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,


                                             2003         2002         2001
                                          ----------   ----------   -----------
 Cash flows from operating activities
  Net loss                               $(3,435,735) $(2,733,434)  $(6,622,458)
  Adjustments to reconcile net loss to
    cash used in operating activities:
      Gain on sale of assets                       -            -       (68,273)
      Depreciation and amortization          439,621    1,593,049     1,916,177
      Asset impairment                     1,793,534            -             -
      Provision for bad debt                 300,000            -             -
      Bad debt expense                             -            -        35,816
      Gain on sale of Curtis Mathes
        trademark                                  -   (1,103,046)            -
      Stock compensation expense              11,318            -        58,496
      Issuance of warrants for services            -       72,000       212,619
      Amortization of debt discount                -       53,545        12,250
      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       529,388
           Inventories                        49,929      173,520        38,152
           Prepaid expenses                  274,634     (131,738)      729,736
           Other current assets                    -      163,045       205,535
           Other assets                       90,661       81,286       (99,974)
           Accounts payable and accrued
             liabilities                    (904,433)    (734,867)      312,527
           Deferred revenue                  (50,869)    (194,165)     (718,996)
                                          ----------   ----------   -----------
           Cash and cash equivalents
             used in operating
             activities                   (1,074,230)  (2,149,483)   (3,459,005)

 Cash flows from investing activities
  Purchase of property and equipment               -      (11,606)     (177,234)
  Additions to product and software
    development costs                              -            -      (329,307)
  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            -             -
  Proceeds from sale of assets                     -            -        68,273
  Disposal of property and equipment               -       23,019             -
                                          ----------   ----------   -----------
      Cash and cash equivalents provided
        by (used in) investing activities    575,000    1,186,413      (438,268)

 Cash flows from financing activities
  Proceeds from long term debt               100,000      700,000     1,517,025
  Proceeds from line of credit                     -            -     1,746,003
  Principal payments on line of credit             -            -    (2,067,445)
  Principal payments on long-term debt      (313,445)     (19,621)      (24,824)
  Principal payments on capital lease
    obligations                               (1,493)     (71,740)     (111,302)
  Dividends paid                                   -       (2,119)       (3,750)
  Proceeds from issuance of preferred
    stock - Series 2002-K                          -      500,000             -
  Proceeds from issuance of common stock           -            -     2,000,000
                                          ----------   ----------   -----------
    Cash and cash equivalents provided
      by (used in) financing activities     (214,938)   1,106,520     3,055,707
                                          ----------   ----------   -----------

 Net increase (decrease) in cash and
   cash equivalents                         (714,168)     143,450      (841,566)

 Cash and cash equivalents,
   beginning of year                         724,051      580,601     1,422,167
                                          ----------   ----------   -----------
 Cash and cash equivalents,
   end of year                           $     9,883  $   724,051  $    580,601
                                          ==========   ==========   ===========
 Supplemental information
  Cash paid for interest                 $    13,166  $    80,965  $    142,343
                                          ==========   ==========   ===========

 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, 2003, 2002 and 2001



 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Description of Business
  -----------------------
  Until  it discontinued  normal  operations  in December  2002 (see Note B),
  VPGI  Corp. (formerly uniView Technologies Corporation)  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.

  Inventories
  -----------
  Inventories  are  stated   at  the  lower  of   average  cost  or   market.
  Inventories consist primarily of computer parts and peripherals to be  used
  in network systems and products.

  Property and Equipment
  ----------------------
  Property and equipment  are stated at  cost and are  depreciated using  the
  straight-line method over  their estimated useful  lives.  Maintenance  and
  repairs are expensed  as incurred.   Equipment leased  under capital  lease
  obligations is depreciated over the  life of the lease using the  straight-
  line method.

  Accounting for Impairment of Long-Lived Assets
  ----------------------------------------------
  The Company evaluates  long-lived assets and  intangible assets,  including
  goodwill, held  and  used for  impairment  whenever events  or  changes  in
  circumstances indicate that  the carrying amounts  may not be  recoverable.
  Impairment of goodwill is the condition that exists when the carrying amount
  of goodwill exceeds its implied fair value.  Impairment of other assets is
  recognized when the undiscounted cash flows estimated to be generated by
  those assets are less than the carrying amounts of such assets.

  Product and Software Development Costs
  --------------------------------------
  The Company  capitalizes product  and software  development costs  incurred
  from the  time technological  feasibility  of the  product or  software  is
  established until the  product or software  is ready for  use in  products.
  Research and development costs related to product and software  development
  are expensed as incurred.  The capitalized costs related to the product  or
  software which  will become  an  integral part  of the  Company's  revenue-
  producing products are amortized in relation to expected revenues from  the
  product or  straight-line,  over a  maximum  of four  years,  whichever  is
  greater.  The  carrying value of product  or software development costs  is
  regularly reviewed by the  Company, and a loss  is recognized when the  net
  realizable value by product falls below the unamortized cost.

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

  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,  2003,  2002, and  2001  were  $319,
  $23,469, and $555,187, 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 and 2001 financial statements and
  related notes have been made to conform with the 2003 presentation.

  New Pronouncements
  ------------------
  In July 2002, the FASB  issued Statement of Financial Accounting  Standards
  No.  146 ("SFAS  146"),  "Accounting  for Costs  Associated  with  Exit  or
  Disposal Activities."  The standard  requires companies to recognize  costs
  associated with exit or disposal  activities when they are incurred  rather
  than at the date of a commitment to an exit or disposal plan.  SFAS 146  is
  to be applied prospectively to exit or disposal activities initiated  after
  December  31,  2002.   The  Company  expects  no  material  impact  to  its
  financial statements upon adoption of SFAS 146.

  In December 2002,  FASB issued Statement  of Financial Accounting  Standard
  No. 148 ("SFAS 148"), Accounting for Stock-Based Compensation -  Transition
  and Disclosure -  an amendment  of FASB Statement  No. 123.   The  standard
  provides alternative methods  of transition for a  voluntary change to  the
  fair  value   based   method  of   accounting  for   stock-based   employee
  compensation.   In   addition,  this   statement   amends  the   disclosure
  requirements of  Statement 123  to require  prominent disclosures  in  both
  annual and interim financial statements about the method of accounting  for
  stock-based employee  compensation and  the effect  of the  method used  on
  reported results.   The Company is  required to adopt  SFAS 148 for  fiscal
  years beginning  after December 15,  2002.   The Company  does not  believe
  that the  adoption of  this standard  will have  a material  effect on  its
  financial condition or results of operation.

 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 deferred 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 defeerrd
  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  $3,435,735,
  $2,733,434 and  $6,622,458 for  the years  ended June  30, 2003,  2002  and
  2001, 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 - SUBSEQUENT EVENTS

  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, 2000.


 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.
  Property and equipment at June 30 consist of the following:

                                      Useful life
                                      (in years)         2002
                                      -----------     ----------
    Equipment                             3-5        $ 1,306,933
    Furniture and fixtures                 5             177,698
    Computer software                      3             102,603
    Vehicles                               3             116,503
    Leasehold improvements             lease term         65,270
                                                      ----------
                                                       1,769,007
    Less accumulated depreciation
      and amortization                                (1,618,974)
                                                      ----------
                                                     $   150,033
                                                      ==========

  Equipment under capital  leases included above  at June 30,  2003 and  2002
  was  $-0-  and   $102,921,  respectively,  and   the  related   accumulated
  amortization amounted to $-0- and  $78,935, respectively.  Amortization  of
  assets held under capital leases is included with depreciation expense.

  Depreciation  expense for  years  ending  June 30,  2003,  2002,  and  2001
  totaled $439,621, $494,112, and  $583,229, respectively.


 NOTE G - OTHER ASSETS

  Other assets at June 30 consist of the following:

                                                 2003          2002
                                              ----------    ----------
    Purchased software                       $         -   $ 2,494,965
    Product and software development costs             -       944,666
    Intellectual property license                      -       129,500
    Goodwill                                           -     1,420,333
    Security deposit on corporate office          12,948        12,948
    Pension surplus                               39,869        29,231
    Other                                              -        87,155
                                              ----------    ----------
                                                  52,817     5,118,798
    Less accumulated amortization                      -    (2,720,563)
                                              ----------    ----------
                                             $    52,817   $ 2,398,235
                                              ==========    ==========

  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, 2003,  2002,
  and 2001 was $177,985, $683,718, and $808,392, respectively.  Revenue  from
  these products was  $241,026, $2,677,445 (including  the $1.3 million  sale
  of the source code  license), and $2,972,504 for  the years ended June  30,
  2003, 2002, and  2001, 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, 2003,  2002, and  2001 was  $-0-, $273,060,  and  $178,867,
  respectively.   Revenue  from  these  products  was  $2,808,  $93,623,  and
  $22,423 for the  years ended June  30, 2003, 2002  and 2001,  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 and 2001 was $43,706 and $244,237, respectively.

  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
  each of the years ended  June 30, 2002 and 2001  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

  Long-term debt at June 30 consists of the following:
                                                               2002
                                                            ----------
    Convertible note payable to a finance company
      collateralized by substantially all assets
      with interest at 14%.  Interest payments due
      monthly, principal due May 31, 2003.                 $   200,000
    Other                                                       35,937
                                                            ----------
                                                               235,937
      Less debt discount                                       (52,500)
                                                            ----------
                                                               183,437
      Less current portion                                    (169,992)
                                                            ----------
                                                           $    13,445
                                                            ==========

  The weighted average  interest rate of borrowings  outstanding at June  30,
  2002 was 13.19%.

  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

  Lease Commitments
  -----------------
  The Company leases  equipment and facilities  under various  non-cancelable
  operating and capital leases which  expire at various dates through  fiscal
  2005.   The  following are  scheduled  future minimum  lease  payments  and
  sublease rental income at June 30, 2003:


                                              Operating Leases
                                        ----------------------------
                                        Minimum    Sublease
   Year ending                           lease      rental
    June 30,                            payments    income    Totals
    --------                            -------    -------   -------
      2004                             $146,940   $      -  $146,940
      2005                               61,224          -    61,224
                                        -------    -------   -------
    Total minimum lease payments       $208,164   $      -  $208,164
                                        =======    =======   =======

  Rental expense under  operating leases for the  years ended June 30,  2003,
  2002 and 2001 was $128,197, $437,124 and $616,327, respectively.

  Litigation
  ----------
  On July  26,  1999, the  Company and  a vendor  agreed  to settle  a  legal
  action.  In return for  a prepayment of $750,000  and 31,250 shares of  its
  common stock whose market value at  closing date was $16.00 per share,  the
  Company received two years of television listing services from the  vendor.
  The agreement required  an additional annual fee  of $70,000 and a  nominal
  fee per  customer.   As of  June 30,  2002, all  fees associated  with  the
  agreement had been fully paid.

  The Company is 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, 2002 and  2001, one customer represented  39%, 45% and 25%  of
  sales, respectively.  At June 30, 2002, two customers accounted for 84%  of
  trade accounts receivable.   At June 30,  2001, one customer accounted  for
  50% of trade accounts receivable.

  Management provides an allowance for  doubtful accounts which reflects  its
  estimate  of  the  uncollectible  receivables.   In   the  event  of   non-
  performance, the maximum exposure to the Company is the recorded amount  of
  the receivable at  the balance sheet date.   The Company's receivables  are
  generally not secured.


 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,  2003.   Shares
  accumulate dividends at 6%,  or $1,800 per year.   Dividends in arrears  at
  June 30, 2003  and 2002  on Series A  shares totaled  $12,150 and  $10,350,
  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,  2003.
  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 $2,500 and  $-0- were in  arrears on Series  H
  shares at June 30, 2003 and 2002, 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.   Cumulative  dividends  in
  arrears at  June 30,  2001 totaled  $1,850,000.   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-,  $2,119 and $3,750 on  preferred stock were paid  during
  the years ended  June 30, 2003, 2002, and  2001, respectively.   Cumulative
  dividends in arrears as of June 30,  2003 and 2002 amounted to $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.

  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 and  2001, options covering  22,688 and  185,882
  shares, respectively, were granted that vest over 3 years.

  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.
  During  2001, options  issued  to  employees and  directors  with  exercise
  prices less than  market value resulted in  compensation expense under  the
  intrinsic value method of $58,496.   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 2003, 2002 and  2001 would have been  increased
  as follows:

                                         2003          2002          2001
                                      ----------    ----------    ----------
    Net loss
      As reported                    $(3,435,735)  $(2,733,434)  $(6,622,458)
      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)   (3,133,230)
                                      ----------    ----------    ----------
      Pro forma net loss             $(3,697,313)  $(2,983,547)  $(9,755,688)
                                      ==========    ==========    ==========
    Loss per share
      As reported                          (0.51)        (0.80)        (2.22)
      Pro forma                            (0.89)        (0.88)        (2.88)

  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:

                                     2003            2002            2001
                                  ----------      ----------      ----------
    Expected volatility               150%            150%           150%
    Risk-free interest rate      1.15% - 1.3%    3.50% - 4.30%  4.33% - 5.75%
    Expected lives             2.7 to 5.5 years     3 years      1 to 3 years
    Dividend yield                     -               -              -


  Additional information with respect to all options outstanding at June  30,
  2003, and changes for the three years then ended was as follows:

                         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, 2000    207,291  $ 20.24   12,500   $14.64 113,438  $15.60   333,229

  Granted          275,679    14.80    6,250    14.48   9,026   16.48   290,955
  Forfeited        (28,040)   17.68        -        -  (6,563)  16.48   (34,603)
                   -------   ------   ------    ----- -------   -----   -------
  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
                 =========   ======   ======    ===== =======   ===== =========


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

    Options exercisable at June 30, 2001         558,519      $15.60
                                               =========       =====
    Options exercisable at June 30, 2002       1,061,555      $ 7.91
                                               =========       =====
    Options exercisable at June 30, 2003       1,855,436      $ 4.55
                                               =========       =====

  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.   For  2001,
  options granted  above, equal to,  and below  market value  had a  weighted
  average fair value per share of $11.20, $11.92 and $16.08, respectively.

  Information about stock options outstanding at June 30, 2003 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   4.90    $  0.02      310,000     $  0.02
  $0.80              1,208,930   3.31       0.80    1,019,930        0.80
  $12.00 to $16.48     506,756   1.58      14.11      506,756       14.11
  $21.52 to $28.00      18,750   1.63      25.84       18,750       25.84
                     ---------                      ---------
                     2,044,436                      1,855,436
                     =========                      =========

  Common  stock  warrants  issued  and  outstanding  at  June  30,  2003  are
  summarized as follows:

                                                Weighted         Weighted
                                                 average         average
    Range of exercise price           Number  remaining life  exercise price
    ----------------------           -------  --------------  --------------
    $0.01 to $0.02                   365,000       3.98          $  0.02
    $1.50 to $6.72                   381,250       1.94             2.01
    $13.28 to $28.00                  15,000       2.29            25.55
    $32.00 to $48.00                 170,000       1.51            33.76

  All outstanding warrants are exercisable at June 30, 2003, with the
  exception of 100,000 warrants which become exercisable at various dates
  through February 2005.

  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 at  June 30,  2003.
  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  at June 30,  2002.   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.

  During the year ended June 30, 2001, warrants to acquire 168,750 shares  of
  the Company's common stock (valued at $188,600) were granted in  connection
  with the  issuance  of long-term  debt.   The  value  of the  warrants  was
  included as  a discount  on the  debt net  of accumulated  amortization  of
  $12,500 at June 30, 2001.   In 2002, additional warrants to acquire  31,250
  shares (valued  at  $96,875) related  to this  debt  were issued,  and  the
  warrants  issued in  2001  were  repriced to  $.80  per  share  (valued  at
  $179,064).   The  warrants have  an  exercise  price of  $0.80  and  expire
  between December 2003 and July  2006.  In connection  with the sale of  the
  Curtis Mathes trademark  in September 2001,  this debt was  assumed by  the
  buyer of the trademark and these costs were accelerated and recorded as  an
  extraordinary loss on  extinguishment of debt.   Additionally, warrants  to
  purchase  12,500 and  2,500  shares  of the  Company's  common  stock  were
  granted to a customer in connection with a  sale of set-top boxes and to  a
  consultant for  services performed,  respectively.   The warrants  have  an
  exercise price  of  $28.00, expire  in October  2005,  and were  valued  at
  $180,000 and charged to selling expense during the fourth quarter 2001.


 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:

                                         2003          2002          2001
                                      ----------    ----------    ----------
  Tax benefit at statutory rate      $(1,322,758)  $  (929,368)  $(2,251,636)
  Non-deductible expenses                      -         3,134        93,572
  Change in estimate for prior years           -             -             -
  Sale of trademark                            -      (610,842)            -
  Adjustment of net operating
    loss carryforwards                         -             -     2,164,423
  Change in valuation allowance        1,322,758     1,502,582        (6,359)
  Other                                        -        34,494             -
                                      ----------    ----------    ----------
                                     $         -   $         -   $         -
                                      ==========    ==========    ==========

  The components of the Company's deferred income taxes at June 30, 2003  and
  2002 are as follows:

                                                 2003          2002
                                              ----------   ----------

    Deferred tax assets
      Inventories                            $         -  $    13,600
      Accounts receivable                              -        4,637
      Fixed assets                                     -       38,695
      Accrued liabilities                              -       16,900
      Deferred revenue                                 -       12,250
      Net operating loss carryforwards        21,026,522   19,703,764
                                              ----------   ----------
                                              21,026,522   19,789,846
    Deferred tax liabilities
      Software and product development costs           -     (86,402)
                                              ----------   ----------
      Net deferred tax asset                  21,026,522   19,703,444
      Valuation allowance                    (21,026,522) (19,703,444)
                                              ----------   ----------
                                             $         -  $         -
                                              ==========   ==========

  At June  30, 2003, the  Company has  net operating  loss carryforwards  for
  Federal income tax purposes of approximately $63,376,735 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

  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          2001
                                                       --------      --------
    Actuarial present value of
     benefit obligations
    --------------------------
    Accumulated benefit obligation                    $ 637,444     $ 700,879
                                                       ========      ========

    Projected benefit obligation                        637,444       700,879
    Plan assets at fair value                           666,675       609,637
                                                       --------      --------

    Excess projected benefit obligation                 (29,231)       91,242
                                                       --------      --------
    Net pension (asset) liability                     $ (29,231)    $  91,242
                                                       ========      ========

    Net pension cost includes
    the following components
    ------------------------
    Interest on unfunded liability                    $   6,387     $   8,660
    Actuarial (gain) loss                               (84,881)       (5,187)
                                                       --------      --------
    Net pension cost (benefits)                       $ (78,494)    $   3,473
                                                       ========      ========

  The  weighted  average  assumed  discount  rate  used  in  determining  the
  actuarial present  value  of the  projected benefit obligation for 2002 and
  2001 was 7%.  The net pension asset is shown in other  noncurrent assets in
  the consolidated balance sheet.


 NOTE N - NON-CASH INVESTING AND FINANCING ACTIVITIES

                                            2003         2002         2001
                                         ----------   ----------   ----------
 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 $        69   $        -  $         -
                                         ==========    =========   ==========
  Issuance of common stock warrants
    for services                        $     4,025   $   72,000  $   212,619
                                         ==========    =========   ==========
  Stock compensation                    $         -   $        -  $    58,496
                                         ==========    =========   ==========
  Issuance of warrants in connection
    with sale of trademark              $         -   $   68,500  $         -
                                         ==========    =========   ==========
  Issuance of warrants in connection
    with sale of subsidiaries           $     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  $   188,600
                                         ==========    =========   ==========
  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,  2002 and  2001:   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).


                                        2003           2002         2001
                                     ----------    -----------   -----------
 Net revenues
   Product sales                    $   127,730   $  1,919,695  $  5,434,527
   Consulting and support services      498,055      3,399,463     2,765,958
   Royalties                                  -         50,153     1,131,747
                                     ----------    -----------   -----------
                                    $   625,785   $  5,369,311  $  9,332,232
                                     ----------    -----------   -----------
 Operating loss
   Product sales                    $(1,147,212)  $ (1,504,892) $ (2,924,871)
   Consulting and support services   (1,125,619)    (1,497,418)   (1,937,387)
   Corporate                         (1,243,399)      (485,949)   (1,927,634)
                                     ----------    -----------   -----------
 Total operating loss                (3,516,230)    (3,488,259)   (6,789,892)
 Less interest expense                  (13,166)      (101,389)     (177,237)
 Other income (expenses)                 93,661        159,411       344,671
 Gain on sale of trademark                    -      1,103,046             -
                                     ----------    -----------   -----------
 Loss before extraordinary item      (3,435,735)    (2,327,191)   (6,622,458)

 Extraordinary item                           -       (406,243)            -
                                     ----------    -----------   -----------
   Net loss                         $(3,435,735)  $ (2,733,434) $ (6,622,458)
                                     ==========    ===========   ===========

 Identifiable assets
   Computer products and service    $         -   $    213,030  $  3,783,772
   Corporate                             22,831      4,629,173     5,053,588
                                     ----------    -----------   -----------
                                    $    22,831   $  4,842,203  $  8,837,360
                                     ==========    ===========   ===========
 Depreciation, amortization
 and write-down
   Computer products and service    $ 2,402,218   $    421,136  $    306,213
   Corporate                             16,716      1,171,913     1,609,965
                                     ----------    -----------   -----------
                                    $ 2,418,934   $  1,593,049  $  1,916,178
                                     ==========    ===========   ===========
 Capital expenditures
   Computer products and service    $         -   $     11,606  $    148,948
   Corporate                                  -              -        28,286
                                     ----------    -----------   -----------
                                    $         -   $     11,606  $    177,234
                                     ==========    ===========   ===========

  International revenues for the years ended June 30, 2003, 2002 and 2001
  totaled $156,334, $2,396,981 and $2,589,784, respectively.


 NOTE P - SUBSEQUENT EVENTS

  Restatement

  In September,  2004 the  Company obtained  an actuarial  evaluation of  its
  defined benefit  plan.  The  actuarial report  showed an  asset of  $39,869
  which was not recorded as of June 30, 2003.  The Company had written off  a
  $29,231 pension surplus  asset during fiscal  year  2003.  The  restatement
  involved the recording of the  asset, reversing the expense related to  the
  write off, and  recording the income associated  with the fiscal year  2003
  increase in  the asset  of  $10,638.  These  restatements resulted  in  the
  total assets increasing  from $12,948 to  $52,817, increased  stockholders'
  equity from $10,839 to $50,708, and decreased the net loss from  $3,475,604
  to $3,435,735.

  Pension and other benefit programs

  The following  is the disclosure  related to  the defined  benefit plan  in
  accordance with FASB 132 for the year ended June 30, 2003.

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

  Amounts recognized in the statement of financial position consist of:

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


  The accumulated benefit  obligation for all  defined benefit pension  plans
  was $659,668 at June 30, 2003.

  Components of Net Periodic Benefit Cost

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

  Additional Information

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

  Assumptions

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

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

  Weighted-average assumptions used  to determine net  periodic benefit  cost
  for years ended June 30:
                                                         Pension Benefits
                                                         ----------------
                                                               2003
                                                             --------
  Discount rate                                                6.25%
  Expected long-term return on plan assets                     6.50%
  Rate of compensation increase                                  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,
  2003 by asset category are as follows:

                                                      Plan Assets at June 30:
                                                               2003
                                                             --------
  Asset Category
  --------------
  Equity securities                                             17%
  Debt securities                                               83%
  Real estate                                                    0%
  Other                                                          0%
                                                             --------
     Total                                                     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
  $118,649 (17 percent of total plan assets) at June 30, 2003.

  Cash Flows

  Contributions
  -------------
  The Company does not expect to contribute to its pension plan in fiscal
  2004.


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

  Pension Benefits
  ----------------
  2004                            $  30,000
  2005                              166,000
  2006                               50,000
  2007                               80,000
  2008                               45,000
  Years 2009 - 2014                 330,000

  Components of Net Periodic Benefit Cost for the fiscal year ending June
  30, 2004

                                           Pension Benefits
                                                 2004
                                                -------
  Service cost                                 $      0
  Interest cost                                  25,320
  Expected return on plan assets                (35,760)
  Amortization of prior service cost                  0
  Amortization of net (gain) loss                     0
                                                -------
     Net periodic benefit cost                 $(10,440)

  Employer Contributions

  The  Interest Cost  shown  above  is  based  on  a  Benefit  Obligation  of
  $659,668.   Expected benefit  payments  during  the  measurement  year  are
  $30,000.

  The expected Return on Plan Assets  is based on $703,413, the market  value
  of assets at  June 30, 2003.   The Company  used $0  interest on  estimated
  contributions of $0.

<PAGE>

                         VPGI Corp. and Subsidiaries

               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

               For the years ended June 30, 2003, 2002 and 2001




                         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, 2001
  Allowance for
  doubtful accounts          5,874      18,780         -     (11,017)    13,637

 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)         -


<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,
          filed on October 14, 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 acquisition of
           certain assets of Softgen International, Inc. (filed as
           Exhibit "4.12" 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

 4.8       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

 4.9       Form of warrant issued in connection with private
           placement to Founders Partners VI, LLC (filed as Exhibit
           "4.5" to the Company's Registration Statement on Form
           S-3 filed with the Commission on October 10, 2000 and
           incorporated herein by reference.)                            N/A

 4.10      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

 4.11      Form of warrant issued to Highland Holdings for a
           finder's fee in connection with the Sagemark loan to
           the Company (filed as Exhibit "4.12" to the Company's
           Quarterly Report on Form 10-Q/A for the fiscal quarter
           ended September 30, 2001 and incorporated herein by
           reference.)                                                   N/A

 4.12      Form of warrant issued to Massive Capital, LLC for a
           finder's fee in connection with the sale of the Curtis
           Mathes trademark (filed as Exhibit "4.13" to the
           Company's Quarterly Report on Form 10-Q/A for the fiscal
           quarter ended September 30, 2001 and incorporated herein
           by reference.)                                                N/A

 4.13      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

 4.14      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

 4.15      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

 4.16      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

 4.17      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

 4.18      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

 4.19      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

 4.20      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

 4.21      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, filed on October 14, 2003, and incorporated
           herein by reference.)                                         N/A

 4.22      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, filed on October 14, 2003, and
           incorporated herein by reference.)                            N/A

 10.1.1    Lease Agreement between the Company and CMD Realty
           Investment Fund II, L.P., dated October 18, 1999
           pertaining to the property utilized as the corporate
           headquarters (filed as Exhibit "10.2" to the Company's
           Annual Report on Form 10-K for the fiscal year ended
           June 30, 2000 and incorporated herein by reference.)          N/A

 10.1.2    First Amendment to Lease Agreement between the Company
           and CMD Realty Investment Fund II, L.P., dated November
           10, 1999 pertaining to the property utilized as the
           corporate headquarters (filed as Exhibit "10.2.1" to the
           Company's Annual Report on Form 10-K for the fiscal year
           ended June 30, 2000 and incorporated herein by
           reference.)                                                   N/A

 10.1.3    Second Amendment to Lease Agreement between the Company
           and CMD Realty Investment Fund II, L.P., dated January
           10, 2000 pertaining to the property utilized as the
           corporate headquarters (filed as Exhibit "10.2.2" to the
           Company's Annual Report on Form 10-K for the fiscal year
           ended June 30, 2000 and incorporated herein by
           reference.)                                                   N/A

 10.1.4    Third Amendment to Lease Agreement between the Company
           and CMD Realty Investment Fund II, L.P., dated December
           23, 2002 pertaining to the property utilized as the
           corporate headquarters (filed as Exhibit "10.1.4" to
           the Company's Annual Report on Form 10-K for the fiscal
           year ended June 30, 2003, filed on October 14, 2003, and
           incorporated herein by reference.)                            N/A

 21        Subsidiaries of the Company (filed as Exhibit "21" to the
           Company's Annual Report on Form 10-K for the fiscal year
           ended June 30, 2003, filed on October 14, 2003, and
           incorporated herein by reference.)                            N/A

 23 *      Consent of Independent Certified Public Accountants.          61

 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.                                                  62

 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.                                                  64
 _______________
 *  Filed herewith.