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

                                  Form 10-K

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

                   For the fiscal year ended June 30, 2005

                       Commission file number 000-13225

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

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

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

                                (972) 733-6858
             (Registrant's telephone number, including area code)

         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

      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, 2004 the aggregate market value of the common
 stock held by non-affiliates of the Registrant (4,877,112 shares) was
 approximately $731,567, based on the closing sale price of the Common Stock
 as reported for such date on the OTC Bulletin BoardR ($0.15).  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 13D/G filings, have been excluded since such persons
 may be deemed affiliates. This determination of affiliate status is not
 necessarily a conclusive determination for other purposes.

      At September 28, 2005 there were 6,828,787 shares of Registrant's
 Common Stock outstanding.

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

<PAGE>
                                GENERAL INDEX
                                                            Page Number

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

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

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

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

 ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
           STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
           SECURITIES........................................... 6

 ITEM 6.   SELECTED FINANCIAL DATA.............................. 7

 ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATION................... 8

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

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

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

 ITEM 9A.  CONTROLS AND PROCEDURES............................. 14

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

 ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.. 15

 ITEM 11.  EXECUTIVE COMPENSATION.............................. 16

 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT.......................................... 17

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

 ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.............. 19

 ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.......... 20

 SIGNATURES.................................................... 20

 EXHIBIT INDEX................................................. 51

<PAGE>

                                  VPGI CORP.

                                    PART I

 ITEM l.   BUSINESS

      (a)  General Development of Business

      VPGI Corp. (the "Company") was 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.  We
 conducted no business operations until the second fiscal quarter ended
 December 31, 2004.

      In November 2004 we acquired Venture Pacific Group, Inc. ("VPG") to
 capitalize upon and apply our residual technical expertise and our existing
 technologies to the field of radio frequency identification ("RFID").  Since
 the acquisition, we have explored the licensing of RFID applications in
 specialty areas, such as anti-counterfeiting of drugs, medical devices, and
 logistical systems, concentrating on Asian deployment, primarily to China.
 We have also participated in other business ventures and opportunities as
 they have presented themselves.  For example, our revenues during the past
 three fiscal quarters were derived primarily from the telecommunications
 (cell phone) industry.  We continue 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

      No business segments have existed since we discontinued normal
 operations in December, 2002.

       (c)  Narrative Description of Business

      We conducted no business operations from December 2002 until the second
 fiscal quarter ended December 31, 2004.  We have conducted no significant
 business operations since the acquisition of VPG.  The following information
 therefore relates primarily to normal business operations conducted prior to
 December 2002.

 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 and we continue to
 do so.

 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 and
 continue to remain in compliance with such laws.

 Major Customers

      In fiscal year 2005, one customer accounted for virtually all of our
 consolidated revenues.  In fiscal year 2004, we reported no revenues.  In
 fiscal year 2003, one customer accounted for approximately 39% of
 consolidated revenues.

 Competition

      Prior to December 2002, we operated in an intensely competitive
 industry.  A number of companies had developed digital media devices and
 technologies similar to ours, including, among others, (i) 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, 2005, the Company had four employees.

 Warranty

      The Company has no outstanding warranty obligations.


 ITEM 2.   PROPERTIES

      Until December 2002, we operated from the following locations, all of
 which were closed at June 30, 2005.

      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

      In May 2005, we leased approximately 2,300 square feet of office space
 in Dallas, Texas for our corporate headquarters, which location is deemed
 suitable for our operations.


 ITEM 3.   LEGAL PROCEEDINGS

      During 2005 various taxing authorities represented by the County of
 Dallas filed suit against one of our inactive subsidiaries alleging failure
 to pay personal property taxes for 2002 and 2003.  In April 2005, the taxing
 authorities were awarded a judgment against the subsidiary of approximately
 $17,600 in Case No. 04-30034-T-D, styled County of Dallas, et al. vs.
 uniView Technologies Products Group, Inc. in the District Court, 95th
 Judicial District, Dallas County, Texas.

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


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

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



                                   PART II

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

 Market Information

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

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

      Fiscal 2005
      -----------
      June 30, 2005                      $  0.21            $  0.11
      March 31, 2005                     $  0.40            $  0.15
      December 31, 2004                  $  0.24            $  0.04
      September 30, 2004                 $  0.10            $  0.04

      Fiscal 2004
      -----------
      June 30, 2004                      $  0.10            $  0.05
      March 31, 2004                     $  0.18            $  0.09
      December 31, 2003                  $  0.29            $  0.10
      September 30, 2003                 $  0.18            $  0.08


 Holders

      As of June 30, 2005 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, 2005:

                                                                      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          2,046,150               $   2.23                 2,702,600

 Equity Compensation
 Plans Not Approved by
 Security Holders            215,000               $   0.02                       -0-
                           ---------                -------                 ---------
        Total              2,261,150               $   2.02                 2,702,600
                           =========                =======                 =========

</TABLE>

      Options issued and available for future issuance under stockholder-
 approved plans consist primarily of those authorized pursuant to our 1999
 Equity Incentive Plan.


 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,
                             -------------------------------------------------------------
                             2005           2004          2003          2002          2001
                             ----           ----          ----          ----          ----
 <S>                      <C>          <C>            <C>           <C>            <C>
 Consolidated Statement
 of Operations Data
 ----------------------
 Revenues                 $   12,243   $       --     $  625,785    $5,369,311     $9,332,232

 Operating loss             (558,032)     (37,018)    (3,516,230)   (3,894,502)    (6,789,892)

 Net loss                   (717,477)     (20,355)    (3,435,735)   (2,733,434)    (6,622,458)

 Net loss attributable
   to common stockholders   (873,818)     (24,655)    (2,123,935)   (1,019,077)      (284,658)

 Loss per Common Share (1)     (0.15)       (0.01)         (0.51)        (0.30)         (0.08)


 Consolidated Balance
  Sheet Data
 --------------------
 Total assets                141,777       49,972         62,700     4,842,203      8,837,360

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

 Redeemable preferred stock       --           --             --     1,456,000      1,170,000

 Stockholders' equity       (557,358)      49,972         50,708     2,018,192      3,933,806

 Number of employees               4           --             --            25             67

 (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

 FISCAL YEAR ENDED JUNE 30, 2005 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2004
 ---------------------------------------------------------------------------

 Revenues

      Revenues of $12,243 for fiscal year 2005 were derived primarily from
 the resale of refurbished cell phones in the telecommunications industry.
 We discontinued all operations in December 2002 and had no revenues for
 fiscal year 2004.

 Gross Margin

      Gross margin for fiscal year 2005 was $12,243, which represented 100%
 of all revenue in fiscal year 2005.  We had no gross margin for fiscal year
 2004.

 Operating Expenses

      Total operating expenses for fiscal year 2005 increased to
 approximately $561,876, compared to approximately $37,000 for the same
 period last year.  Significant components of operating expenses for the
 fiscal years ended June 30, 2005 and 2004 consisted of the following:

                                                   Year ended June 30,
                                            -------------------------------
                                                2005                2004
                                            -----------         -----------
 Compensation                              $    133,821        $      5,760
 Facilities                                       2,162                   -
 Legal expense and professional fees            160,818              17,860
 Write-off of acquired in-process
   research and development                     146,819                  --
 Other                                          126,655              13,398
                                            -----------         -----------
 Total                                     $    570,275        $     37,018
                                            ===========         ===========

      "Other" expenses include public company cost, property taxes,
 telephone, travel, office, insurance, and other general and administrative
 expenses.  The increase in operating expenses for fiscal year 2005 is
 attributable to resuming Company operations during fiscal year 2005.

 Interest Expense

      We had total interest expense of $164,582 in fiscal year 2005 as
 compared to no interest expense for the previous year.  The increase in
 interest expense is attributable to the financing from Trident received
 during the second fiscal quarter.


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

 Revenues

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

 Gross Margin

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

 Operating Expenses

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

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

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

 Interest Expense

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


                       Liquidity and Capital Resources

      Cash and cash equivalents at June 30, 2005 were $53,337 compared
 to zero at June 30, 2004.  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, 2005
 was $532,296 compared to $9,883 used in operations in 2004.  The major
 components of cash used in operations during 2005 were comprised of a
 $717,477 loss from operations, non-cash charges for the write-off of
 acquired in-process research and development of $146,819, amortization
 of the discount on debt of $98,409, issuance of warrants for services of
 $10,000 offset by changes in operating assets and liabilities of $70,047.

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

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

 Cash Flows from Investing Activities

      During fiscal years 2005 and 2004, no cash was used in 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.

 Cash Flows from Financing Activities

      During fiscal year 2005, cash payments of $20,067 were used for
 dividends declared.  Cash of $605,700 was borrowed during the fiscal year
 2005.

      During fiscal year 2004, we had no financing activities.

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

                                Other Matters

 Going Concern

      We incurred net losses of $717,477, $20,355 and $3,435,735 for the
 years ended June 30, 2005, 2004 and 2003, respectively.  In December 2002
 we laid off all of our employees and discontinued normal operations.  These
 conditions raise substantial doubt about the Company's ability to continue
 as a going concern.

      Before we discontinued normal operations in 2002, we offered enhanced
 digital media solutions and call center computer telephony integration
 software products and services.  With the acquisition of Venture Pacific
 Group, Inc. ("VPG") in November 2004 we expected to become active in
 licensing RFID technologies to integrate with our own technologies to
 develop RFID applications in specialty areas, such as anti-counterfeiting
 of drugs, medical devices, and logistical systems.  Our new business model
 continues in the development stage, while expenses are ongoing.
 Consequently, the outlook for generating sufficient cash to support our
 operations for the next twelve months is guarded.  If we are unable to
 achieve a positive cash flow, additional financing or equity placements may
 again be necessary.  Although we believe that sufficient financing resources
 may be available, such resources may not continue to be available to us or
 they may not be available upon favorable terms.

 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.

      Revenue Recognition.  During 2005 we recognized a significant portion
 of our revenue while acting as a sales agent or in a similar capacity. As
 such, we reported revenue based upon the fee earned as acting as an agent.
 Prior to 2005, we recognized service revenue as the services were provided.
  Equipment and product sales were recognized at the time of delivery and
 customer acceptance.  Revenue from the installation of software and hardware
 systems was recognized on the completed contract method.  Royalty revenue
 was recognized when earned as the customer sells royalty related products.
 Amounts for which revenue could not be recognized such as uncompleted
 contracts or unearned maintenance services were included in deferred revenue
 and were recognized as contracts 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
 "Notes Payable" Note 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 2005 Quarter Ended                               Fiscal 2004 Quarter Ended
                       --------------------------------------------------    ------------------------------------------------------
                        Sept. 30,    Dec. 31,     March 31,     June 30,       Sept. 30,    Dec. 31,      March 31,     June 30,
                          2004         2004         2005          2005           2003         2003          2004          2004
                       ----------   ----------    ---------    ----------    ----------    ----------    ----------    ----------
 <S>                  <C>          <C>           <C>          <C>           <C>           <C>           <C>           <C>
 Net Sales                  $0.00         $500       $5,323        $6,720          $0.00        $0.00         $0.00         $0.00

 Gross Margin               $0.00         $500       $5,323        $6,720          $0.00        $0.00         $0.00         $0.00
 % of net sales                 0%         100%         100%          100%             0%           0%            0%            0%

 Operating income
  (loss)                    $0.00    $(210,678)   $(192,459)    $(154,895)      $(37,152)     $(2,685)        $0.00        $2,819
 % of net sales                 0%           0%           0%            0%             0%           0%            0%            0%

 Net income (loss)          $0.00    $(244,500)   $(259,973)    $(213,004)      $(30,592)     $(2,685)        $0.00       $12,922
 % of net sales                 0%           0%           0%            0%             0%           0%            0%            0%

 Net income (loss)
  attributable to
  common shareholders     $(1,075)   $(277,275)   $(322,298)    $(273,170)      $(31,667)     $(3,760)      $(1,075)      $11,847
 % of net sales                 0%           0%           0%            0%             0%           0%            0%           0%

 Net income (loss)
  attributable to
  common shareholders
  per share - basic and
  diluted*                 $(0.00)      $(0.05)      $(0.05)       $(0.04)        $(0.01)      $(0.00)       $(0.00)        $0.00

 * Difference in per share amounts between quarterly financial data and
   year-end results are attributable to rounding.  The above information
   differs from that previously reported for the quarters ended December
   31, 2004 and March 31, 2005 due to impact of stock warrants granted to
   Trident Growth Fund, LP ("Trident") in connection with our issuance of
   a note payable to Trident on November 10, 2004.  The fair value of the
   stock warrants was recorded as a discount to debt and amortized over
   the term of the note payable.  The impact of this adjustment increased
   the loss for the quarters ended December 31, 2004 and March 31, 2005
   by $8,389 and $14,804, respectively.  The loss for the quarter ended
   December 31, 2004 was also increased by $10,000 to reflect the fair
   value of stock warrants issued on November 4, 2004 in settlement of
   litigation.  In addition, revenue for the quarter ended March 31, 2005
   was decreased by $90,902 with a corresponding reduction to the cost of
   product and services to reflect revenue recognition at net as an agent.
</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, CF & Co., 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.  There
 were no changes in or disagreements with our independent auditors during the
 fiscal year.


 ITEM 9A.  CONTROLS AND PROCEDURES

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

      Annual report on internal control over financial reporting.  Based upon
 the most recent pronouncements of the Securities and Exchange Commission,
 our first annual report on internal control over financial reporting is due
 for inclusion in our annual report on Form 10-K for the twelve month period
 ending June 30, 2007.  We expect to begin the process during next fiscal
 year of identifying a framework to use to evaluate the effectiveness of our
 internal control over financial reporting as required by Rule 13a-15I under
 the Securities Exchange Act of 1934.

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


 ITEM 9B.  OTHER INFORMATION

      None.


                                   PART III

 ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                              Board of Directors

      The following sets forth, with respect to each member of our Board of
 Directors as of June 30, 2005, 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, 56, 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, 2005.

      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, 2005, we believe that during the fiscal year ended June 30,
 2005, all Section 16(a) filing requirements applicable to our directors,
 executive officers and 10% Owners were complied with.

                               Audit Committee

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

                                Code of Ethics

      We have adopted a code of ethics that applies to our principal
 executive officer, our principal financial officer, and our principal
 accounting officer or controller, or persons performing similar functions.
 A copy of our code of ethics will be provided to any person without charge,
 upon request, by sending such request to us at our principal office.


 ITEM 11.  EXECUTIVE COMPENSATION

<TABLE>
                          Summary Compensation 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, 2005.

                                                               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      2005  130,520        -0-  20,000 (1)(2)        -0-           -0-         -0-      -0-
 Sole member of the    2004       -0-       -0-  52,000 (1)(3)      5,760           -0-         -0-      -0-
 Board and CEO         2003  159,490        -0-       (1)             -0-       310,000         -0-      -0-

 (1)  Other annual compensation to this executive officer, including payment
      of a car allowance and other personal benefits, did  not exceed the
      lesser of $50,000 or 10% of such executive officer's total annual
      salary and bonus for such fiscal year.
 (2)  Amounts paid to Custer Consulting, an entity owned 100% by Pat Custer.
 (3)  Amounts paid by Venture Pacific Group, Inc. (acquired in merger on
      November 10, 2004) to Pat Custer as an independent contractor.

</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, 2005 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-         829,250 (E)        31,000  (E)
                                                       -0-  (U)          -0-   (U)
 (1)  At June 30, 2005, 310,000 of the options were considered "in-the-
      money," as the fair market value of the underlying securities on that
      date ($0.12) 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, 2005, we had no employment agreement with any named
 executive officer.

         Compensation Committee Interlocks and Insider Participation

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


 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information as of September 28,
 2005 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, 2005 (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
    -------------------           -----------------------    --------
 Patrick A. Custer                     2,289,675 (1)          30.46%
 5% Beneficial Owner,
 Officer and Director
 P.O. Box 802808
 Dallas, Texas 75380

 Peak Decision International Limited     350,000 (2)           5.13%
 5% Beneficial Owner
 Unit 1603, 16F
 Dina House,
 11 Duddell Street, Central
 Hong Kong

  (1) Includes 290,188 shares owned outright by Mr. Custer; 688,000 shares
      issuable to Mr. Custer upon exercise of vested nonstatutory Employee
      Stock Options; 1,308,396 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.


 ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In November 2004 the Company acquired Venture Pacific Group, Inc.
 ("VPG").  The acquisition resulted in the issuance to VPG shareholders of
 approximately 770,000 new shares of common stock of the Company, which were
 valued at approximately $60,000, according to the stock price at the time.

      The Company also issued to Trident Growth Fund, LP ("Trident") a new
 series of preferred stock, Series 2004-L Preferred Stock (the "Preferred
 Stock"), to retire an outstanding series of preferred stock of VPG.  The
 Preferred Stock has a liquidation value of $1.75 million and is convertible
 at the option of the holder into a total of 1.75 million shares of Common
 Stock at any time after six months from the issue date.  These preferred
 shares were valued at $175.

      At the time of the merger, our Chief Executive Officer also served as
 the Chief Executive Officer and as a director of VPG and was the beneficial
 owner of approximately 39% of VPG.  Trident Growth Fund, L.P. ("Trident"),
 reported as a beneficial owner of 7.6% of the Company as of June 30, 2004,
 was also a beneficial owner of approximately 35% of VPG.

      All other related party transactions, which require disclosure, are
 included in the Management's Discussion and Analysis or the Notes to
 Consolidated Financial Statements.


 ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

 Audit Fees

      Audit fees include fees paid by the Company to its auditors in
 connection with the annual audit of the Company's financial statements and
 the auditor's review of the Company's interim financial statements.  The
 aggregate fees billed to the Company by CF & Co., L.L.P. for audit services
 for the fiscal years ended June 30, 2005 and 2004 were $36,074 and $26,200,
 respectively.

 Audit Related Fees

      Audit related fees include fees paid by the Company to its auditors for
 services related to accounting consultations and internal control review.
 There were no audit-related fees paid by the Company for either of the
 fiscal years ended June 30, 2005 or 2004.

 Tax Fees

      Tax fees include fees paid by the Company to its auditors for corporate
 tax compliance and tax advisory services.  There were no tax-related fees
 billed to the Company for either of the fiscal years ended June 30, 2005 or
 2004.

 All Other Fees

      All other fees include fees paid by the Company to its auditors for
 all other services rendered by the auditor to the Company.  Fees for other
 services paid by the Company for fiscal years ended June 30, 2005 or 2004
 were $23,712 and $5,000, respectively.


                                   PART IV

 ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

      (a)  (1)  Financial Statements

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

           (2)  Financial Statement Schedules

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

           (3)  Exhibits

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


                                  SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
 Exchange Act of 1934, the registrant has duly caused this report to be
 signed on its behalf by the undersigned, thereunto duly authorized.

                               VPGI CORP.


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

 October 13, 2005


      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, 2005
      Patrick A. Custer       Chief Executive Officer
                              and Director

<PAGE>


           Report of Independent Registered Public Accounting Firm
           -------------------------------------------------------

 Board of Directors
 VPGI Corp. and Subsidiaries

 We have audited the accompanying consolidated  balance sheets of VPGI  Corp.
 and Subsidiaries (A Development Stage Company) as of June 30, 2005 and 2004,
 and  the  related   consolidated  statements  of   operations,  changes   in
 stockholders' equity and cash flows for the years ended June 30, 2005,  2004
 and  2003.  These  consolidated  financial statements are the responsibility
 of management.  Our  responsibility  is  to  express  an  opinion  on  these
 consolidated financial statements based on our 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  audits 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  audits
 provide 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, 2005 and 2004,  and
 the consolidated results  of their  operations and  their consolidated  cash
 flows for the years ended  June 30, 2005, 2004  and 2003 in conformity  with
 accounting principles generally accepted in the United States of America.

 We have also audited Schedule II for the years ended June 30, 2005, 2004 and
 2003.   In our  opinion,  this schedule  presents  fairly, in  all  material
 respects, the information required to be set forth therein.

 As shown in the consolidated financial statements, the Company incurred  net
 losses  of  $717,477,  $20,355  and  $3,435,735  for  the  years  ended June
 30, 2005, 2004  and  2003,  respectively.  These factors,  among others,  as
 discussed  in  Note  B  to  the  consolidated  financial  statements   raise
 substantial doubt  about  the  Company's ability  to  continue  as  a  going
 concern.  Management's  plans in regard  to these matters  are described  in
 Note B.  The financial statements do not include any adjustments that  might
 result from the outcome of these uncertainties.


                                    CF & Co., L.L.P.

 Dallas, Texas
 October 5, 2005

<PAGE>

                         VPGI Corp. and Subsidiaries
                        (A Development Stage Company)

                         CONSOLIDATED BALANCE SHEETS

                                   June 30,

                           ASSETS                      2005           2004
                                                   -----------    -----------
 CURRENT ASSETS
   Cash and cash equivalents                      $     53,337   $          -
   Trade accounts receivable                            21,000              -
   Prepaid expenses                                      7,705              -
   Other current assets                                  4,627              -
                                                   -----------    -----------
     Total current assets                               86,669              -

 OTHER ASSETS
   Pension surplus                                      55,108         49,972
                                                   -----------    -----------
     Total other assets                                 55,108         49,972
                                                   -----------    -----------
     Total assets                                 $    141,777   $     49,972
                                                   ===========    ===========

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

<PAGE>

                         VPGI Corp. and Subsidiaries
                        (A Development Stage Company)

                   CONSOLIDATED BALANCE SHEETS - CONTINUED

                                   June 30,


      LIABILITIES AND STOCKHOLDERS' EQUITY             2005           2004
                                                   -----------    -----------
 CURRENT LIABILITIES
  Note payable, net of deferred loan
    costs of $ 55,931                             $    644,069   $          -
  Trade accounts payable                                16,020              -
  Accrued expenses                                      39,046              -
                                                   -----------    -----------
    Total liabilities                                  699,135              -

 COMMITMENTS AND CONTINGENCIES (NOTE I)                      -              -
                                                   -----------    -----------

 STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, cumulative, $1.00 par value;
      1,000,000 shares authorized:
    Series A, 30,000 shares issued and outstanding
      at June 30, 2005 and 2004                         30,000         30,000
    Series H, 2 shares issued and outstanding
      at June 30, 2005 and 2004 (liquidation
      preference of $50,000)                                 2              2
    Series 2002-K, 20 shares issued and outstanding
      at June 30, 2005 and June 30, 2004
      (liquidation preference of $500,000)                  20             20
    Series 2002-G, 156 and 196 shares issued and
      outstanding at June 30, 2005 and 2004,
      respectively (liquidation preference of
      $3.9 million and $4.9 million, respectively)         156            196
    Series 2004-L, 175 and -0- shares issued and
      outstanding at June 30, 2005 and 2004,
      respectively (liquidation preference
      of $1.75 million)                                    175              -
  Common stock, $.001 par value; 80,000,000 shares
      authorized; 6,828,787 and 5,242,120 shares
      issued and outstanding at June 30, 2005 and
      2004, respectively                                 6,829          5,242
  Additional paid in capital                        60,485,022     60,356,529
  Accumulated deficit                              (60,362,085)   (60,342,017)
  Deficit accumulated during development stage        (717,477)             -
                                                   -----------    -----------
    Total stockholders' equity (deficit)              (557,358)        49,972
                                                   -----------    -----------
    Total liabilities and stockholders' equity    $    141,777   $     49,972
                                                   ===========    ===========

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

<PAGE>

                         VPGI Corp. and Subsidiaries
                        (A Development Stage Company)

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                             Years ended June 30,


                                   Cumulative
                                     During
                                  Development
                                     Stage       2005       2004         2003
                                    --------   --------   --------    ---------
 Revenues
  Product sales                    $   5,548  $   5,548  $       -   $  127,730
  Consulting and support services      6,595      6,695          -      498,055
                                    --------   --------   --------    ---------
    Total revenues                    12,243     12,243          -      625,785

 Cost of products and services
  Cost of product sales                    -          -          -       50,649
  Cost of consulting and
    support services                       -          -          -      154,545
                                    --------   --------   --------    ---------
    Total cost of products
      and services                         -          -          -      205,194
                                    --------   --------   --------    ---------

    Gross margin                      12,243     12,243          -      420,591

 Operating expenses
  Selling                                  -          -          -       10,370
  General and administrative         570,275    570,275     31,258    1,693,296
  Fees paid to related party               -          -      5,760            -
  Depreciation and amortization            -          -          -      439,621
  Asset impairment                         -          -          -    1,793,534
                                    --------   --------   --------    ---------
                                     570,275    570,275     37,018    3,936,821
                                    --------   --------   --------    ---------
    Operating loss                  (558,032)  (558,032)   (37,018)  (3,516,230)

 Other (income) expense
  Interest income                          -          -          -      (83,023)
  Interest expense                   164,582    164,582          -       13,166
  Other income, net                   (5,137)    (5,137)   (16,663)     (10,638)
                                    --------   --------   --------    ---------
    Total other (income) expense     159,445    159,445    (16,663)     (80,495)
                                    --------   --------   --------    ---------
    Net loss                        (717,477)  (717,477)   (20,355)  (3,435,735)
                                    --------   --------   --------    ---------

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

<PAGE>
                         VPGI Corp. and Subsidiaries
                        (A Development Stage Company)

              CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

                             Years ended June 30,


                                                 2005       2004        2003
                                               --------   --------    ---------
 Decrease in redemption value of
   redeemable preferred stock                         -          -    1,316,100

 Dividend requirements on preferred stock      (156,341)    (4,300)      (4,300)
                                               --------   --------   ----------
 Net loss attributable to common stockholders $(873,818) $ (24,655) $(2,123,935)
                                               ========   ========   ==========
 Per share amounts allocable to common
   stockholders - Basic and diluted

     Net loss                                   $(0.15)     $(0.00)     $ (0.51)

 Weighted average common shares
   outstanding - Basic and diluted           5,787,435   5,140,907    4,133,160



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

<PAGE>
<TABLE>
                                    VPGI Corp. and Subsidiaries

                                   (A Development Stage Company)

                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                         For the years ended June 30, 2005, 2004 and 2003

                                                                                                            Deficit
                                                                                                          Accumulated
                                      Common Stock       Preferred Stock      Additional                     During
                                  --------------------  ------------------    paid-in       Accumulated   Development
                                    Shares     Amount    Shares    Amount    capital         deficit         Stage        Total
                                  ---------   --------  --------  --------   -----------   ------------   -----------  -----------
 <S>                              <C>        <C>       <C>       <C>        <C>           <C>            <C>          <C>
 Balances - June 30, 2002         3,749,785      3,750    30,022    30,022    60,186,369    (58,201,949)            -    2,018,192
                                  ---------   --------  --------  --------   -----------   ------------   -----------  -----------
 Conversion of Series 2002-G
   preferred to common stock        733,335        733         -         -        60,767              -             -       61,500
 Issuance of common stock in
   exchange for services              3,000          3         -         -            66              -             -           69
 Issuance of warrants
   for services                           -          -         -         -         4,025              -             -        4,025
 Issuance of warrants in
   connection with long-term debt         -          -         -         -         4,965              -             -        4,965
 Issuance of warrants with sale
   of subsidiaries                        -          -         -         -         3,270              -             -        3,270
 Adjustment for Series 2002-G
   preferred                              -          -       196       196        78,204              -             -       78,400
 Allocation for decrease
   in redemption value of
   redeemable preferred stock             -          -         -         -             -      1,316,022             -    1,316,022
 Net loss                                 -          -         -         -             -     (3,435,735)            -   (3,435,735)
                                  ---------   --------  --------  --------   -----------   ------------   -----------  -----------
 Balances - June 30, 2003         4,486,120  $   4,486    30,218$   30,218  $ 60,337,666  $ (60,321,662) $          - $     50,708

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


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

<PAGE>


                                    VPGI Corp. and Subsidiaries

                                   (A Development Stage Company)

              CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY  - CONTINUED

                         For the years ended June 30, 2005, 2004 and 2003

                                                                                                            Deficit
                                                                                                          Accumulated
                                      Common Stock       Preferred Stock      Additional                     During
                                  --------------------  ------------------    paid-in       Accumulated   Development
                                    Shares     Amount    Shares    Amount    capital         deficit         Stage        Total
                                  ---------   --------  --------  --------   -----------   ------------   -----------  -----------
 <S>                              <C>        <C>       <C>       <C>        <C>           <C>            <C>          <C>
 Conversion of Series 2002-G
   preferred to common stock        666,667        667       (40)      (40)         (627)             -             -            -
 Issuance of common stock
   in acquisition                   770,000        770         -         -        59,230              -             -       60,000
 Exercise of warrants into
   common stock                     150,000        150         -         -          (150)             -             -            -
 Issuance of warrants
   in connection with debt                -          -         -         -        60,040              -             -       60,040
 Issuance of warrants
   in litigation                          -          -         -         -        10,000              -             -       10,000
 Issuance of Series
   2004-L preferred                       -          -       175       175             -              -             -          175
 Dividends on issuance of
   Series 2004-L preferred                -          -         -         -             -        (20,068)            -      (20,068)
 Net loss                                 -          -         -         -             -              -      (717,477)    (717,477)
                                  ---------   --------  --------  --------   -----------   ------------   -----------  -----------
 Balances - June 30, 2005         6,828,787  $   6,829    30,353 $  30,353  $ 60,485,022  $ (60,362,085) $   (717,477) $  (557,358)
                                  =========   ========  ========  ========   ===========   ============   ===========  ===========

 The accompanying notes are an integral part of these consolidated financial
                                 statements.
</TABLE>
<PAGE>

                         VPGI Corp. and Subsidiaries
                        (A Development Stage Company)

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Years ended June 30,


                                   Cumulative
                                     During
                                  Development
                                     Stage       2005       2004         2003
                                    --------   --------   --------    ---------
 Cash flows from operating
   activities
  Net loss                         $(717,477) $(717,477) $ (20,355) $(3,435,735)
  Adjustments to reconcile net
   loss to cash used in
   operating activities:
    Depreciation and amortization          -          -          -      439,621
    Asset impairment                       -          -          -    1,793,534
    Provision for bad debt                 -          -          -      300,000
    Stock compensation expense             -          -     15,119       11,318
    Issuance of warrants
      for services                    10,000     10,000      4,500            -
    Write-off of acquired
      in-process research
      and development                146,819    146,819          -            -
    Amortization of debt discount     98,409     98,409          -            -
    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    (21,000)   (21,000)         -      356,178
        Inventories                        -          -          -       49,929
        Prepaid expenses             (12,332)   (12,332)         -      274,634
        Other current assets               -          -          -            -
        Other assets                  (5,136)    (5,136)     2,845       90,661
        Accounts payable and
          accrued liabilities        (31,579)   (31,579)   (11,992)    (904,433)
        Deferred revenue                   -          -          -      (50,869)
                                    --------   --------   --------    ---------
    Cash and cash equivalents
      used in operating activities  (532,296)  (532,296)    (9,883)  (1,074,230)
                                    --------   --------   --------    ---------
 Cash flows from investing activities
  Collections on note receivable           -          -          -      550,000
  Proceeds from certificate
    of deposit                             -          -          -       25,000
                                    --------   --------   --------    ---------
 Cash and cash equivalents provided
  by (used in) investing activities        -          -          -      575,000
                                    --------   --------   --------    ---------


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

<PAGE>

               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                             Years ended June 30,


                                  Cumulative
                                     During
                                  Development
                                     Stage       2005       2004         2003
                                    --------   --------   --------    ---------
 Cash flows from financing
   activities
  Proceeds from long term debt             -          -          -      100,000
  Principal payments on
    long-term debt                         -          -          -     (313,445)
  Principal payments on
    capital lease obligations              -          -          -       (1,493)
  Preferred stock dividend paid      (20,067)   (20,067)         -            -
  Net proceeds from issuance
    of notes payable                 605,700    605,700          -            -
                                    --------   --------   --------    ---------
 Cash and cash equivalents
   provided by (used in)
   financing activities              585,633    585,633          -     (214,938)
                                    --------   --------   --------    ---------
 Net increase (decrease) in cash
   and cash equivalents               53,337     53,337     (9,883)    (714,168)
                                    --------   --------   --------    ---------
 Cash and cash equivalents,
   beginning of year                       -          -      9,883      724,051
                                    --------   --------   --------    ---------
 Cash and cash equivalents,
   end of year                     $  53,337  $  53,337  $       -   $    9,883
                                    ========   ========   ========    =========
 Supplemental information
   Cash paid for interest          $  66,173  $  66,173  $       -   $   13,166
                                    ========   ========   ========    =========

 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
                        (A Development Stage Company)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         June 30, 2005, 2004 and 2003


 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

  Effective July 1, 2004, the Company's management has devoted  substantially
  all  of its  time  to  the planning  and  acquisition  of  new  operations.
  Accordingly, the Company's financial statements  for 2005 are presented  as
  a development  stage enterprise, as  prescribed by  Statement of  Financial
  Accounting Standards No. 7, "Accounting for Development Stage Enterprises".

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

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

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

  Fair Value of Financial Instruments
  -----------------------------------
  The Company's financial instruments consist  of cash and cash  equivalents,
  accounts receivable, redeemable preferred stock  and debt.  The fair  value
  of cash and  accounts 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.

  Revenue Recognition
  -------------------
  During 2005  we  recognized a  significant  portion of  our  revenue  while
  acting as a  sales agent or  in a similar  capacity. As  such, we  reported
  revenue based upon the fee  earned as acting as an  agent.  Prior to  2005,
  we recognized service  revenue as the  services were  provided.   Equipment
  and product  sales were recognized  at the  time of  delivery and  customer
  acceptance.   Revenue  from  the  installation  of  software  and  hardware
  systems was recognized on the  completed contract method.  Royalty  revenue
  was recognized when earned as the customer sells royalty related  products.
  Amounts for  which revenue  could  not be  recognized such  as  uncompleted
  contracts  or unearned  maintenance  services  were  included  in  deferred
  revenue and were  recognized as contracts  were completed  or ratably  over
  the period covered by the maintenance agreement.

  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.

  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 deferred tax assets  if it is more  likely than not that  some
  portion or  all  of the  deferred tax  will not  be  realized.   There  are
  accumulated deferred  tax assets  of $21  million, which  are offset  by  a
  valuation allowance  pursuant to  SFAS 109.   Such  losses are  limited  by
  certain Internal Revenue Service regulations.

  Recently issued accounting standards
  ------------------------------------
  On December 16,  2004, the FASB  issued Statement  of Financial  Accounting
  Standards No.  123  (Revised 2004),  "Share-Based Payment"  ("SFAS  123R").
  SFAS 123R  requires companies  to expense  share-based payments,  including
  stock options, as  compensation using the fair  value method.  The  Company
  will adopt SFAS  123R in the  quarter beginning July  1, 2005.   Presently,
  the  Company's  stock  option  awards  fall  under the scope  of SFAS  123,
  and the Company uses the  intrinsic based method for valuation of  options.
  The Company does not expect the adoption of  SFAS 123R  to have a  material
  impact on the Company's financial position or results of operations, as all
  outstanding  stock  options  are  fully  vested.  See  Note K for effect of
  change in accounting method.


 NOTE B - GOING CONCERN MATTERS

  The Company incurred  net losses of  $717,477, $20,355  and $3,435,735  for
  the years ended June 30, 2005,  2004 and 2003, respectively.  In  addition,
  at  June 30, 2005,  the  Company  had  negative working capital of $612,466
  and  negative  stockholders  equity  of $557,358.  These  conditions  raise
  substantial doubt  about  the Company's  ability  to continue  as  a  going
  concern.

  During 2005,  the Company  has 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

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

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

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

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

  In connection  with  the issuance  of  debt discussed  above,  the  Company
  issued to  Trident warrants  to purchase  760,000 shares  of Common  Stock,
  exercisable for five  years at an exercise  price of $.10  per share.   The
  warrants were valued  at $60,040 and are included  as a  discount to  notes
  payable.

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

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

       Intangible assets                      $   146,819
       Current liabilities assumed                 86,644
                                               ----------
       Net assets acquired                    $    60,175
                                               ==========

  The $146,819  intangible  asset was  assigned  to in-process  research  and
  development assets  that  were written  off  at the  date  of  acquisition.
  Those write-offs are included in general and administrative expenses.

  The following table summarizes the unaudited pro forma condensed  financial
  information as if the acquisition of VPG  was completed July 1, 2003.   The
  unaudited combined  pro forma  condensed financial  statements are  derived
  from  the historical  financial  statements  of the  Company  and  VPG  and
  reflect adjustments  to present the  write-off of  in-process research  and
  development as of  July 1, 2003.  The  pro  forma information is  presented
  for  informational purposes  only.  You should not  rely on  the pro  forma
  information  as an  indication  of  the results  of  operations  of  future
  periods or the  results that  actually would have  been   realized had  the
  companies been a single company during the periods presented.

                                            Year Ended June 30,
                                         -------------------------
                                            2005           2004
                                         ----------     ----------
      Revenues                          $    17,243    $    24,961
      Operating expenses                    538,633        914,216
      Other income (expense)               (205,301)       (46,524)
      Net Loss                             (726,691)      (935,779)
      Net Loss to common stockholders      (942,532)    (1,178,079)
      Net Loss per share                $     (0.16)   $     (0.20)


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


 NOTE D - SHAREHOLDER MATTERS

  In July 2003,  stockholders approved an  amendment and  restatement of  the
  Company's articles of incorporation, resulting in a reduction in par  value
  of the Company's common stock from $.80 per share to $.001 per share.   The
  authorized number of  shares was maintained at  80,000,000.  All share  and
  per  share  data  give  effect  to  the  reduction  in  par  value  applied
  retroactively as if it occurred on July 1, 2002.


 NOTE E - DISPOSITION OF ASSETS AND SIGNIFICANT SALES TRANSACTIONS

  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 in revenues  during the  year ended  June
  30, 2003.

  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 subsidiary  was
  transferred to W. I. Technology  Holding Company Inc. for a purchase  price
  of  $10.  In  connection with  the  sale, the  Company issued  warrants  to
  purchase 150,000 shares of its  common stock, exercisable through  December
  19, 2005 at a fixed exercise price of $.01  per share.  The Company had  no
  operations  remaining  after  the  sale.  Due  to  the resulting suspension
  of  ongoing development  of its technologies, the Company wrote down all of
  the  intellectual  property  values   and   goodwill  associated  with  its
  technologies.  The Company reported no  gain or loss on the transaction  as
  the assets of these subsidiaries had been written off or realized, and  the
  liabilities on the books were satisfied prior to the sale.


 NOTE F - PROPERTY AND EQUIPMENT

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


 NOTE G - OTHER ASSETS

  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.  In December 2002, the Company wrote off this asset, as it  was
  no longer being  utilized.  Amortization  expense for the  year ended  June
  30, 2003 was $177,985, and revenue from these products was $241,026.

  Product and software  development costs are  normally amortized over  their
  estimated useful life of three years.  In December 2002, the Company  wrote
  off  this asset,  as  it  was no  longer  being  utilized.   There  was  no
  amortization expense for the year ended June 30, 2003.  Revenue from  these
  products was $2,808 for the year ended June 30, 2003.

  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.  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 - NOTES PAYABLE

  See Note C for discussion of debt issued in 2005.

  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, 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, 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.


 NOTE I - COMMITMENTS AND CONTINGENCIES

  Rentals
  -------
  Total rentals under  cancelable and non-cancelable  leases are included  in
  general and administrative  expenses and were $2,162,  $0 and $133,901  for
  the years  ended  June 30, 2005,  2004 and  2003.   Commitments for  rental
  payments under non-cancelable  operating leases for  the years ending  June
  30 are: 2006 - $42,236; 2007 - $43,377; 2008 - $44,519.

  Litigation
  ----------
  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 2005 one customer represented 100% of sales.

  There were no sales during 2004.

  During 2003 one customer represented 39% of sales.


 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,  2005.   Shares
  accumulate dividends at 6%,  or $1,800 per year.   Dividends in arrears  at
  June 30, 2005, 2004  and 2003 on Series  A shares totaled $15,750,  $13,950
  and $12,150, respectively.

  In fiscal  1996,  the Company  issued 55  shares  of Series  H  convertible
  preferred  stock  (stated  value  $25,000  per  share).    52  shares  were
  converted into common stock in fiscal 1997, and one share was converted  in
  fiscal 2000, with  the remaining two shares  outstanding at June 30,  2005.
  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 $7,500, $5,000 and  $2,500 were in arrears  on
  Series H shares at June 30, 2005, 2004 and 2003, respectively.

  In June  1999, the  Company issued  720 shares  of Series  D-1  convertible
  preferred stock (stated value $25,000  per share).  The shares  accumulated
  dividends at  5%, or $900,000  per year  and were  convertible into  common
  stock at  $32 per  share.  In  fiscal  2002,  the Company  exchanged  these
  shares for  240 shares  of  Series 2002-G  preferred stock  (stated   value
  $25,000  per  share).  In  conjunction with  the  exchange of  shares,  all
  accumulated  dividends  associated  with  the  D-1  preferred  stock   were
  released by mutual  agreement.  The  new series of  preferred stock had  no
  provision for dividends and was convertible into shares of common stock.

  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 were  converted into  733,335
  shares of common stock for  a total of $61,500  during the year ended  June
  30, 2003.   In addition, 40  shares of the  preferred stock were  converted
  into 666,667 shares of  common stock during the  year ended June 30,  2005.
  As of June 30, 2005,  the outstanding unconverted balance of Series  2002-G
  Preferred stock had a liquidation  preference of $3.9 million,  convertible
  into 2.6 million shares of common stock of the Company.

  Refer to Note C for preferred stock issued in connection with acquisition.

  Dividends of $20,067,  $-0- and $-0-  were paid on  preferred stock  during
  the years ended  June 30, 2005, 2004  and 2003,  respectively.   Cumulative
  dividends in  arrears  as of  June  30, 2005,  2004  and 2003  amounted  to
  $136,274, $18,950 and $14,650, respectively.

  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 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.  No  options were granted during  2004.  During 2005,  options
  covering 400,000 shares were granted that vested immediately.

  During 2005 and 2003, no intrinsic value was assigned to options issued  to
  employees and  directors  and,  accordingly, no  compensation  expense  was
  recognized in  that year.   Had compensation  cost been  determined on  the
  basis of fair  value, net loss and  net loss per share  for 2005, 2004  and
  2003 would have been increased as follows:

                                         2005          2004          2003
                                      ----------    ----------    ----------
    Net loss
      As reported                    $  (717,477)  $   (20,355)  $(3,435,735)
      Deduct:  total stock-based
       employee compensation expense
       determined under fair value
       based method for all awards,
       net of income tax effect          (78,960)            -      (261,578)
                                      ----------    ----------    ----------
      Pro forma net loss             $  (796,437)  $   (20,355)  $(3,697,313)
                                      ==========    ==========    ==========
    Loss per share
      As reported                          (0.15)        (0.00)        (0.51)
      Pro forma                            (0.16)        (0.01)        (0.89)

  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:

                                      2005           2004           2003
                                   ----------     ----------     ----------
    Expected volatility                219%           374%           150%
    Risk-free interest rate           4.24%           2.6%      1.15% - 1.3%
    Expected lives                   5 years        5 years  2.7 to 5.5 years
    Dividend yield                      -              -              -


  Additional information with respect to all options outstanding at June  30,
  2005, and changes for the three years then ended was as follows:


                       When Issued        When Issued     When Issued
                      Exercise Price     Exercise Price  Exercise Price
                         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, 2002   2,076,967  $  3.63   18,750   $14.56 104,754  $14.40 2,200,471

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

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

 Granted                 -        -  400,000     0.20       -       -   400,000
 Forfeited        (140,625)   14.79   (3,125)   21.52 (25,633)  20.62  (169,383)
                   -------   ------   ------    ----- -------   -----   -------
 Outstanding at
 June 30, 2005   1,329,900  $  3.29  716,250   $ 0.25       -       - 2,046,150
                 =========   ======  =======    ===== =======   ===== =========


                                                 Number       Weighted
                                               of shares      average
                                               underlying     exercise
                                                options        price
                                               ----------      -----
    Options exercisable at June 30, 2003       1,855,436      $ 4.55
                                               =========       =====
    Options exercisable at June 30, 2004       1,752,533      $ 4.05
                                               =========       =====
    Options exercisable at June 30, 2005       2,046,150      $ 2.23
                                               =========       =====

  For 2005,  options granted equal  to market  value had  a weighted  average
  fair value per share of $0.20.  No  options were granted  during 2004.  For
  2003, options granted  equal to market  value had a  weighted  average fair
  value per share of $0.02.

  Information about stock options outstanding at June 30, 2005 is  summarized
  as follows:

                          Options outstanding             Exercisable
                  --------------------------------  ----------------------
                               Weighted
                               average    Weighted                Weighted
                              remaining   average                 average
                              contractual exercise    Number      exercise
   Exercise prices     Number   life       price    exercisable    price
  ----------------   ---------  -----     -------   -----------   --------
    $   0.02           310,000   2.93     $  0.02     310,000     $  0.02
    $   0.20           400,000   4.75     $  0.20     400,000     $  0.20
    $   0.80         1,087,400   1.66        0.80   1,087,400        0.80
    $  14.48           248,750   0.03       14.48     248,750       14.48
                     ---------                      ---------
                     2,046,150                      2,046,150
                     =========                      =========

  Warrants
  --------
  Common  stock  warrants  issued  and  outstanding  at  June  30,  2005  are
  summarized as follows:

                                                Weighted         Weighted
                                                 average         average
    Range of exercise price           Number  remaining life  exercise price
    ----------------------           -------  --------------  --------------
    $0.001 to $0.09                  846,250       3.28          $  0.01
    $0.10                            760,000       4.37          $  0.10
    $13.28                             2,500       0.10          $ 13.28
    $28.00                            12,500       0.32          $ 28.00

  All outstanding warrants are exercisable at June 30, 2005.

  During the year  ended June 30, 2005,  warrants to purchase 100,000  shares
  of the Company's common stock were granted in connection with a  litigation
  settlement.   The  warrants have  an exercise  price  of $.001,  expire  in
  November 2009, and  were valued at  $10,000 upon  issuance.   Additionally,
  warrants to  purchase 760,000  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 $.10 and expire  in November 2009.  The value  of
  the  warrants,  $60,040,   is  included  as   a  discount   on  the   debt.
  Additionally,  in connection  with  the  same  transaction  concerning  the
  issuance  of long-term  debt  in  November  2004,  the  exercise  dates  of
  outstanding warrants  to purchase  an aggregate  of 331,250  shares of  the
  Company's common stock were extended  until November 2009, from a  weighted
  average remaining life of 0.89  years to a weighted average remaining  life
  of 5.95 years;  and the exercise  prices of the  warrants were repriced  to
  $.001 per share from a weighted average exercise price of $2.09 per share.

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

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


 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:

                                         2005          2004          2003
                                      ----------    ----------    ----------

    Tax benefit at statutory rate    $  (272,093)  $    (7,836)  $(1,322,758)
    Change in valuation allowance        272,093   $     7,836   $ 1,322,758
                                      ----------    ----------    ----------
                                     $         -   $         -   $         -
                                      ==========    ==========    ==========

  The components of the Company's deferred income taxes at June 30, 2005  and
  2004 are as follows:

                                                 2005         2004
                                              ----------   ----------
    Deferred tax assets
      Net operating loss carryforwards       $21,306,452  $21,034,359
                                              ----------   ----------
      Deferred tax asset                      21,306,452   21,034,359
      Valuation allowance                    (21,306,452) (21,034,359)
                                              ----------   ----------
                                             $         -  $         -
                                              ==========   ==========

  At June  30, 2005, the  Company has  net operating  loss carryforwards  for
  Federal income tax purposes of approximately $64,103,824 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.
  Benefit accruals were frozen in accordance with Section 204(h) of ERISA  as
  of January 1, 1997 and no employees have been added to the plan since  that
  date.  The following  table sets forth the  funded status of the  Company's
  defined pension plan at June 30:

                                                       Pension Benefits
                                                       -----------------
                                                        2005      2004
                                                       -------   -------
  Change in benefit obligation
  Benefit obligation at beginning of year             $576,675  $659,668
  Interest cost                                         26,586    25,320
  Actuarial (gain)/loss                                 51,430   (38,289)
  Benefits paid                                        (41,411)  (31,503)
  Other                                                     --   (38,521)
                                                       -------   -------
  Benefit obligation at end of year                   $613,280  $576,675
                                                       -------   -------
  Change in plan assets
  Fair value of plan assets at beginning of year      $621,608  $703,413
  Actual return on plan assets                          41,514   (11,781)
  Benefits paid                                        (41,411)  (31,503)
  Other                                                     --   (38,521)
                                                       -------   -------
  Fair value of plan assets at end of year            $621,711  $621,608
                                                       -------   -------
  Reconciliation of Funded status
  Funded Status (Underfunded)/Overfunded              $  8,431  $ 44,933
  Unrecognized net actuarial loss (gain)                46,677     5,039
                                                       -------   -------
     Net amount recognized                            $ 55,108  $ 49,972
                                                       =======   =======

  Amounts recognized in the statement of financial position consist of:

                                                        Pension Benefits
                                                       -----------------
                                                         2005      2004
                                                       -------   -------
  Prepaid benefit cost                                $ 55,108  $ 49,972
                                                       -------   -------
     Net amount recognized                            $ 55,108  $ 49,972
                                                       -------   -------

  The accumulated  benefit obligation for  the defined  benefit pension  plan
  was $613,280 and $576,675 at June 30, 2005 and 2004, respectively.

  Components of Net Periodic Benefit Cost

                                                        Pension Benefits
                                                       -----------------
                                                         2005      2004
                                                       -------   -------
  Interest cost                                       $ 26,586  $ 25,320
  Expected return on plan assets                       (31,722)  (35,760)
  Effect of Special Events                                  --       337
                                                       -------   -------
     Net periodic benefit cost                        $ (5,136) $(10,103)
                                                       =======   =======


  Assumptions

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

                                                        Pension Benefits
                                                       -----------------
                                                         2005      2004
                                                       -------   -------
  Discount rate                                          5.00%     6.00%
  Rate of compensation increase                            --        --

  Weighted-average assumptions used  to determine net  periodic benefit  cost
  for years ended June 30:

                                                        Pension Benefits
                                                       -----------------
                                                         2005      2004
                                                       -------   -------
  Discount rate                                          6.00%     5.00%
  Expected long-term return on plan assets               6.50%     6.50%
  Rate of compensation increase                            --        --


  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,
  2005 and 2004 by asset category are as follows:

                                                     Plan Assets at June 30:
                                                         2005       2004
                                                       --------   --------
  Asset Category
  --------------
  Equity securities                                        24%       21%
  Debt securities                                          76%       79%
                                                       --------   --------
     Total                                                100%      100%
                                                       ========   ========

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

  Equity securities include Principal Financial  Group, Inc. Common Stock  in
  the amount of $150,967 (24 percent  of total plan assets) and $131,440  (21
  percent of total plan assets) at June 30, 2005 and 2004, respectively.

  Cash Flows

  Contributions
  -------------
  The Company does not expect to contribute to its pension plan in fiscal
  2006.


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

  Pension Benefits
  ----------------
  2006                            $ 190,000
  2007                               70,000
  2008                               45,000
  2009                               59,000
  2010                               73,000
  Years 2011 - 2015                 230,000

  Components of Net Periodic Benefit Cost for the fiscal year ending June
  30, 2006


  Service cost                                $     --
  Interest cost                                 25,914
  Expected return on plan assets               (26,336)
                                               -------
     Net periodic benefit cost                $   (422)
                                               =======

  The  interest cost  shown  above  is  based  on  a  Benefit  Obligation  of
  $613,280.   Expected benefit  payments  during  the  measurement  year  are
  $190,000.

  The expected Return on Plan Assets  is based on $621,711, the market  value
  of assets at June 30, 2005.


 NOTE N - NON-CASH INVESTING AND FINANCING ACTIVITIES

                                            2005         2004         2003
                                         ----------   ----------   ----------
  SUPPLEMENTAL SCHEDULE OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES

  Issuance of common stock
    in acquisition                      $    60,000   $        -  $         -
                                         ==========    =========   ==========
  Issuance of preferred stock
    in acquisition                      $       175   $        -  $         -
                                         ==========    =========   ==========
  Issuance of common stock
    for services                        $         -   $   15,119  $        69
                                         ==========    =========   ==========
  Issuance of common stock warrants
    for services                        $         -   $    4,500  $     4,025
                                         ==========    =========   ==========
  Exercise of warrants
    into common stock                   $      (150)  $        -  $         -
                                         ==========    =========   ==========
  Issuance of warrants in connection
    with sale of subsidiaries           $         -   $        -  $     3,270
                                         ==========    =========   ==========
  Issuance of warrants in connection
    with debt                           $    60,040   $        -  $     4,965
                                         ==========    =========   ==========
  Conversion of preferred stock
    to common stock                     $      (667)  $        -  $    61,500
                                         ==========    =========   ==========
  In-process research and development
    costs acquired Through assumption
    of debt                             $    86,644   $        -  $         -
                                         ==========    =========   ==========


 NOTE O - BUSINESS SEGMENT INFORMATION

  No business  segments have existed  since the  Company discontinued  normal
  operations  in  December 2002.  Prior to  that, the  Company was  primarily
  engaged  in high  technology  product  sales  and  consulting  and  support
  services.

  The  Company  had  three  segments  for 2003:   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.

  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
                                        ----------
   Net revenues
     Product sales                     $   127,730
     Consulting and support services       498,055
                                        ----------
                                       $   625,785
                                         =========
   Operating loss
     Product sales                     $(1,147,212)
     Consulting and support services    (1,125,619)
     Corporate                          (1,243,399)
                                        ----------
   Total operating loss                 (3,516,230)

   Interest expense                        (13,166)
   Other income (expenses)                  93,661
                                        ----------
     Net loss                          $(3,435,735)
                                        ==========

  International revenues for  the years ended  June 30, 2005,  2004 and  2003
  totaled $-0-, $-0- and $156,334, respectively.

 NOTE P - RELATED PARTIES

 The Company's CEO  held  approximately 39% of the common stock of VPG at the
 time of the merger discussed in Note C.  He also served as a director and
 the CEO of VPG at that time.  Trident, reported as a beneficial owner of
 7.6% of the Company as of June 30, 2004, was also a beneficial owner of
 approximately 35% of VPG.

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

 During the year ended June 30, 2005, the Company paid approximately $20,000
 to a company, 100% owned by the CEO, for management and consulting services.

<PAGE>

                         VPGI Corp. and Subsidiaries
                        (A Development Stage Company)

               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

               For the years ended June 30, 2005, 2004 and 2003


                         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, 2003
  Allowance for
  doubtful accounts         13,637      42,851         -     (56,488)         -

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

 Year ended June 30, 2005
  Allowance for
  doubtful accounts              -           -         -           -          -

<PAGE>

                                  VPGI CORP.
                               and Subsidiaries

                                EXHIBIT INDEX

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

 2.1       Agreement and Plan of Merger dated November 10, 2004
           between the Company and Venture Pacific Group, Inc.
           (filed as Exhibit "2.1" to the Company's Current Report
           on Form 8-K dated as of November 10, 2004, filed on
           November 17, 2004.)                                            N/A

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 4.21 *    Amended Form of warrants issued to Trident Growth Fund,
           L.P. in connection with the amended Loan Agreement dated
           November 10, 2004 between the Company and Trident Growth
           Fund, L.P.                                                      55

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

 10.2 *    First Amendment to Loan Agreement dated November 10, 2004
           between the Company and Trident Growth Fund, LP.                64

 10.3 *    Second Amendment to Loan Agreement dated November 10,
           2004 between the Company and Trident Growth Fund, LP.           71

 10.4 *    Lease Agreement between the Company and Memshalah Realty
           dated May 5, 2005 pertaining to the property utilized as
           the corporate headquarters.                                     73

 21 *      Subsidiaries of the Company.                                    85

 23 *      Consent of Independent Certified Public Accountants.            86

 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.      87

 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.                                                        89
 _______________
 *  Filed herewith.