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, 2007

                       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.)

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

                                (281) 488-3883
             (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 if the Registrant is a well-known seasoned
 issuer, as defined in Rule 405 of the Securities Act.
                                                   YES ____   NO   X

      Indicate by check mark if the Registrant is not required to file
 reports pursuant to Section 13 or Section 15(d) of the Act.
                                                   YES ____   NO   X

      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 a large accelerated
 filer, an accelerated filer, or a non-accelerated filer.  See definition of
 "accelerated filer and large accelerated filer" in rule 12b-2 of the
 Exchange Act.

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

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

      As of December 31, 2006 the aggregate market value of the common stock
 held by non-affiliates of the Registrant (168,520 shares) was approximately
 $337,040, based on the closing sale price of the Common Stock as reported
 for such date on the OTC Bulletin Board[R] ($2.00).  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.  (All share and per share
 data give effect to a one for fifty (1:50) reverse stock split that was
 implemented on September 18, 2006, applied retroactively as if it occurred
 on July 1, 2004.)

      At October 12, 2007 there were 9,707,791 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............................................. 4

 ITEM 1A.  RISK FACTORS......................................... 5

 ITEM 1B.  UNRESOLVED STAFF COMMENTS........................... 11

 ITEM 2.   PROPERTIES.......................................... 11

 ITEM 3.   LEGAL PROCEEDINGS................................... 11

 ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 11

 ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
           STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
           SECURITIES.......................................... 12

 ITEM 6.   SELECTED FINANCIAL DATA............................. 13

 ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATION.................. 14

 ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK......................................... 17

 ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......... 19

 ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE................. 19

 ITEM 9A.  CONTROLS AND PROCEDURES............................. 19

 ITEM 9B.  OTHER INFORMATION................................... 19

 ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND
           CORPORATE GOVERNANCE................................ 19

 ITEM 11.  EXECUTIVE COMPENSATION.............................. 21

 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT AND RELATED STOCKHOLDER MATTERS.......... 22

 ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
           AND DIRECTOR INDEPENCENCE........................... 23

 ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.............. 25

 ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES............. 26

 SIGNATURES.................................................... 27

 EXHIBIT INDEX................................................. 57

<PAGE>

                                  VPGI CORP.

                                    PART I

 ITEM l.   BUSINESS

      (a)  General Development of Business since July 1, 2006

      On May 1, 2007 we acquired certain assets (the "Assets") from Trident
 Growth Fund L.P. ("Trident"), generally described as software, trademarks
 and other intellectual properties formerly held by People Solution, Inc.,
 which Assets were acquired by Trident in a foreclosure of Trident's security
 interest in the Assets on May 30, 2006.

      As of June 18, 2007, we completed the spin off of five of our
 subsidiaries (the "Subsidiaries"), as set forth below, the same being
 all of our ownership interest in said Subsidiaries:

        *  100% of Venture Pacific Group, Inc., a Texas corporation, (which
           owns 100% of its subsidiaries, Test Secure International, Inc.
           and uniView Technologies Corp., and 80% of its subsidiary, Global
           Knowledge Group, Inc.);

        *  100% of Uniview Technologies Products Group, Inc., a Texas
           corporation;

        *  61% of Uniview Softgen Corporation, a Texas corporation;

        *  60% of Uniview Asia Limited, formerly known as China Action
           Management Limited, a Hong Kong corporation;

        *  100% of Curtis Mathes Corporation, a Delaware corporation;

      (b)  Financial Information about Industry Segments

      No have no business segments.

      (c)  Narrative Description of Business

      We currently conduct no business operations and we are actively seeking
 a merger candidate, an acquisition of a viable business or a buyer of the
 corporate entity.

 Patents

      We own U.S. Patent Application Serial No. 10/894,761 ("Multi-Modal
 Testing Methodology") relating to a method of administering tests in a
 distributed data processing network.

 Major Customers

      In Fiscal years 2007 and 2006, we reported no revenues.  In fiscal year
 2005, one customer accounted for virtually all of our consolidated revenues.

 Employees

      As of June 30, 2007, the Company had one employee.

 ITEM 1A.  RISK FACTORS

     We are a development stage company that currently has limited
 operations and no revenues.  The focus of current management is concerned
 primarily with maintaining our public filings and in locating and completing
 a suitable business combination.  Until we complete a business combination,
 we will have no operations and will generate no operating revenues.  The
 following is a description of important risk factors affecting current and
 future results of our operations.

 Risks Related to our Business

 We are a development stage company with no current operations and,
 accordingly, there is no basis upon which to evaluate our ability to
 achieve our business objective.

      Our business objective is to acquire an operating business in the
 technology industry.  Although we have conducted a preliminary review,
 we have no plans, arrangements or understandings with any prospective
 acquisition candidates nor have we engaged any agent or other representative
 to identify or locate suitable acquisition candidates.  We have no present
 revenues and do not expect to generate any revenues until, at the earliest,
 after the consummation of a business combination.  Since we do not know what
 the operating history, if any, of any potential acquisition will be, there
 is no basis upon which to evaluate our ability to achieve our business
 objective.

 Since we have not currently selected any target business with which to
 complete a business combination, we are unable to currently ascertain the
 merits or risks of the Company's operations.

      Since we have not yet identified a prospective target business, we are
 unable to present any basis to evaluate the possible merits or risks of the
 target business' operations.  While we do not intend to target financially
 unstable companies or companies in the development stage, to the extent we
 complete a business combination with such a company, we may be affected by
 numerous risks inherent in the business operations of those entities.  We
 would consider a company to be financially unstable if, for example, a
 substantial portion of its cash flow were dedicated to its debt service
 obligations or its expected capital expenditure requirements exceeded the
 ability of the target business to fund them.  In addition, we would consider
 a business to be in its early stages of development or growth if it is newly
 formed and is in the process of developing its initial technologies,
 processes, services, or products.  Although our management will endeavor
 to evaluate the risks inherent in a particular target business, we cannot
 assure you that we will properly ascertain or assess all of the significant
 risk factors.  Since we have limited cash resources, we expect that any
 acquisition will require the issuance of a substantial number of shares of
 our capital stock or debt obligations (see sections below); otherwise, we
 will have virtually unrestricted flexibility in identifying and selecting a
 prospective acquisition candidate.

 As we will favor underperforming companies as business combination
 opportunities, we may be subject to the additional risks associated with
 the financial and operational condition of underperforming companies.

      As we evaluate business combination opportunities, we intend to favor
 underperforming companies that we believe have the potential to increase
 their performance substantially through changes in operations or strategy.
 As a result, following the consummation of any such business combination,
 we may be subject to additional risks that would not exist if we were to
 consummate a business combination with companies that are not
 underperforming.  These risks may relate to, among other things,
 the following:

      *  the potentially weak financial, operational and/or strategic
         position of the underperforming company;

      *  identification and retention of individuals with the
         requisite skills and experience to replace the existing
         management of the acquired company;

      *  dedication of substantial resources to restructuring the
         operations and finances of the acquired company;

      *  development of strategic business initiatives, including,
         without limitation, sales and marketing plans and research
         and development plans, as well the identification of
         individuals or third parties capable of executing those
         initiatives; and

      *  restructuring the acquired company's operations to improve
         its business model, financial condition, and results of
         operations.

      To address each of the foregoing risks, we will be required to dedicate
 substantial financial and human resources which would otherwise be used by
 us to expand a business following the business combination, which may have a
 material adverse effect on our business, prospects, financial condition, and
 results of operations.

 We may issue shares of our capital stock to complete a business combination,
 which would dilute the equity interest of our stockholders and could cause a
 change in control of our ownership.

      Our certificate of incorporation authorizes the issuance of up to
 80,000,000 shares of common stock, par value $0.001 per share, and 1,000,000
 shares of preferred stock, par value $1.00 per share.  Although we have no
 current commitments to issue our securities in any acquisition, we will, in
 all likelihood, issue a number of additional shares of our common stock or
 preferred stock, or a combination of common and preferred stock, to complete
 a business combination.  We additionally expect to issue a number of shares
 of our common stock in conversion of currently outstanding convertible
 preferred stock and convertible debt obligations.  Additional shares could
 be issued in exercise of currently outstanding warrants or stock options.
 The issuance of additional shares of our common stock or any number of
 shares of our preferred stock:

         *  may significantly dilute the equity interest of our public
            shareholders;

         *  may adversely affect prevailing market prices for our
            securities; and

         *  may subordinate the rights of holders of our common stock
            if preferred stock is issued with rights senior to those
            afforded to our common stock.

      The issuance of a substantial number of our shares of common stock will
 also likely cause a change in control, which may affect, among other things,
 our ability to use our net operating loss carry forwards.  At June 30, 2007,
 we had net operating loss carry forwards for Federal income tax purposes of
 approximately $65.4 million, which will expire in various amounts in the
 years 2008 through 2023 if not utilized.  These net operating loss carry
 forwards are available to us to offset future taxable income, subject to
 significant limitations and provisions of the Internal Revenue Code.  Due
 to various changes in control, these net operating loss carry forwards may
 have been severely curtailed or lost entirely.  A change in control may also
 result from the resignation or removal of our present management.

 We may issue debt securities or otherwise incur substantial debt to complete
 a business combination, which may adversely affect our leverage and
 financial condition.

      Although we have no commitments as of the date of this report to issue
 any debt securities, or to otherwise incur additional debt, we may choose
 to incur substantial debt to complete a business combination or to fund
 operations until such time as a business combination can be completed.
 If we issue debt securities, it could result in:

         *  default and foreclosure on our assets if our operating
            revenues after a business combination were insufficient to
            pay our debt obligations;

         *  acceleration of our obligations to repay the indebtedness
            even if we have made all principal and interest payments
            when due if the debt security contains covenants that
            require the maintenance of certain financial ratios or
            reserves and any such covenant is breached without a
            waiver or renegotiation of that covenant;

         *  our immediate payment of all principal and accrued
            interest, if any, if the debt security is payable on
            demand; and

         *  our inability to obtain additional financing, if
            necessary, if the debt security contains covenants
            restricting our ability to obtain additional financing
            while such security is outstanding.

 Our ability to effect a business combination and to execute any potential
 business plan afterwards will be totally dependent upon the efforts of key
 personnel, some of whom may join us following a business combination and
 whom we may have only a limited ability to evaluate.

      Our ability to effect a business combination will be totally dependent
 upon the efforts of our current management and its advisors.  Our current
 management does not intend to assume the day-to-day operational management
 of our target business, and the precise role of any key personnel will be
 the subject of negotiation in any business combination.  Part of the
 analysis of a particular acquisition will include an evaluation of the
 experience and skill set of the target business' management and negotiate
 as part of the business combination that certain members of that management
 remain if it is believed that it is in the best interests of the company.
 The future role of specific key personnel following a business combination,
 however, cannot presently be fully ascertained.

 Our current management will allocate its time to other businesses thereby
 causing conflicts of interest in their determination as to how much time to
 devote to our affairs.  This could impact on our ability to consummate a
 business combination.

      Our current management is not required to commit its full time to our
 affairs, which may result in a conflict of interest in allocating their time
 between our operations and other businesses.  We do not intend to have any
 full time employees prior to the consummation of a business combination.
 All of our executive officers are engaged in other business endeavors and
 are not obligated to contribute any specific number of hours to our affairs.
 If our executive officers' other business affairs require them to devote
 more substantial amounts of time to such affairs, it could limit their
 ability to devote time to our affairs and could impact our ability to
 consummate a business combination.

 We may for a period of time only be able to complete one business
 combination, which would cause us to be solely dependent on a single
 business and a limited number of products or services.

      We may have the ability to complete only a single business combination.
  Accordingly, the prospects for our ability to effect our acquisition
 strategy may be:

         *  solely dependent upon the performance of a single
            business, or

         *  dependent upon the development or market acceptance of a
            single or limited number of products, processes or
            services.

      In this case, we will not be able to diversify our operations or
 benefit from the possible spreading of risks or offsetting of losses, unlike
 other entities that may have the resources to complete several business
 combinations in different industries or different areas of a single
 industry.

 We may be unable to obtain additional financing, if required, to complete
 a business combination or to fund the operations and growth of the target
 business, which could compel us to restructure the transaction or abandon
 a particular business combination.

      Because we have not yet identified any prospective target business, we
 cannot ascertain the capital requirements for any particular transaction.
 If our current financial resources prove to be insufficient, either because
 of the size of the business combination or the depletion of the available
 resources in search of a target business, we will be required to seek
 additional financing.  We cannot assure you that such financing would be
 available on acceptable terms, if at all.  To the extent that additional
 financing is unavailable when needed to consummate a particular business
 combination, we will be compelled to restructure the transaction or abandon
 that particular business combination and seek an alternative target business
 candidate.  In addition, if we consummate a business combination, we may
 require additional financing to fund the operations or growth of the target
 business.  The failure to secure additional financing may stall the
 development or growth of the target business.  None of our officers,
 directors or stockholders is required to provide any financing to us in
 connection with or after a business combination.

             CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

      The statements contained in this report that are not purely historical
 are forward-looking statements.  Our forward-looking statements include,
 but are not limited to, statements regarding our or our management's
 expectations, hopes, beliefs, intentions or strategies regarding the future.
 In addition, any statements that refer to projections, forecasts or other
 characterizations of future events or circumstances, including any
 underlying assumptions, are forward-looking statements.  The words
 "anticipates," "believe," "continue," "could," "estimate," "expect,"
 "intends," "may," "might," "plan," "possible," "potential," "predicts,"
 "project," "should," "would" and similar expressions may identify forward-
 looking statements, but the absence of these words does not mean that a
 statement is not forward-looking.  Forward-looking statements in this report
 may include, for example, statements about our:

         *  ability to complete a combination with one or more target
            businesses;

         *  success in retaining or recruiting, or changes required
            in, our officers, key employees or directors following a
            business combination;

         *  officers and directors allocating their time to other
            businesses and potentially having conflicts of interest
            with our business or in approving a business combination,
            as a result of which they would then receive expense
            reimbursements;

         *  potential inability to obtain additional financing to
            complete a business combination;

         *  potential change in control if we acquire one or more
            target businesses for stock;

         *  public securities' limited liquidity and trading;

         *  our financial performance following any business
            combination.

 The forward-looking statements contained in this report are based on our
 current expectations and beliefs concerning future developments and their
 potential effects on us.  There can be no assurance that future developments
 affecting us will be those that we have anticipated.  These forward-looking
 statements involve a number of risks, uncertainties (some of which are
 beyond our control) or other assumptions that may cause actual results or
 performance to be materially different from those expressed or implied by
 these forward-looking statements.  These risks and uncertainties include,
 but are not limited to, those factors described under the heading "Risk
 Factors."  Should one or more of these risks or uncertainties materialize,
 or should any of our assumptions prove incorrect, actual results may vary in
 material respects from those projected in these forward-looking statements.
 We undertake no obligation to update or revise any forward-looking
 statements, whether as a result of new information, future events or
 otherwise, except as may be required under applicable securities laws and/or
 if and when management knows or has a reasonable basis on which to conclude
 that previously disclosed projections are no longer reasonably attainable.

 ITEM 1B.  UNRESOLVED STAFF COMMENTS

       None.

 ITEM 2.   PROPERTIES

      The Company has no current business operations and the current CEO, Mr.
 Rozelle, utilizes his business office located in Houston, Texas for limited
 administrative functions performed on behalf of the Company.

 ITEM 3.   LEGAL PROCEEDINGS

      Management believes that there are no claims or actions pending or
 threatened against the Company, the ultimate disposition of which would have
 a material impact on the Company's financial position, results of operations
 or cash flows.

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

      No matters were submitted to a vote of security holders during the
 fourth quarter of Fiscal 2007.

                                   PART II

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

 Market Information

      Our common stock, $.001 par value (the "Common Stock") trades on the
 OTC Bulletin Board under the symbol "VPGC."  Until September 18, 2006,
 the effective date of a reverse stock split, our Common Stock traded 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.  (All share and per share data give effect to a one
 for fifty (1:50) reverse stock split that was implemented on September 18,
 2006, applied retroactively as if it occurred on July 1, 2004.)

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

      Fiscal 2007
      -----------
      June 30, 2007                      $  1.05            $  0.60
      March 31, 2007                     $  2.00            $  1.05
      December 31, 2006                  $  3.25            $  2.00
      September 30, 2006                 $  2.75            $  1.75

      Fiscal 2006
      -----------
      June 30, 2006                      $  4.00            $  2.50
      March 31, 2006                     $  4.00            $  2.50
      December 31, 2005                  $  4.50            $  2.50
      September 30, 2005                 $  7.50            $  4.50

 Holders

      As of June 30, 2007 there were approximately 1,236 holders of record of
 our common stock.

 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, 2007:

                                                                      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             14,200               $   6.07                    54,052

 Equity Compensation
 Plans Not Approved by
 Security Holders             32,245               $   3.43                       -0-
                           ---------                -------                 ---------
       Total                  46,445               $   4.23                    54,052
                           =========                =======                 =========

</TABLE>

      Options issued and available for future issuance under stockholder-
 approved plans consist of those authorized pursuant to our 1999 Equity
 Incentive Plan.  (All share and per share data give effect to a one for
 fifty (1:50) reverse stock split that was implemented on September 18, 2006,
 applied retroactively as if it occurred on July 1, 2004.)

 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,
                             -------------------------------------------------------------
                             2007           2006          2005          2004          2003
                             ----           ----          ----          ----          ----
 <S>                      <C>          <C>            <C>           <C>            <C>
 Consolidated Statement
 of Operations Data
 ----------------------
 Revenues                 $       --   $       --     $   12,243    $       --     $  625,785
 Operating loss             (200,395)    (317,615)      (558,032)      (37,018)    (3,516,230)
 Net loss                   (814,202)    (500,941)      (717,477)      (20,355)    (3,435,735)
 Net loss attributable
   to common stockholders   (876,442)    (750,241)      (873,818)      (24,655)    (2,123,935)
 Loss per Common Share (1)     (0.17)       (5.46)         (7.55)        (0.24)        (25.69)

 Consolidated Balance
 Sheet Data
 --------------------
 Total assets                495,082       87,694        141,777        49,972         62,700
 Long term debt                   --           --             --            --             --
 Redeemable preferred stock       --           --             --            --             --
 Stockholders' equity        366,493   (1,043,554)      (557,358)       49,972         50,708
 Number of employees               1            1              4            --             --

      (1)  Basic and diluted loss per share, which was computed based upon
      the weighted average number of common shares outstanding during each
      fiscal year.  All share and per share data give effect to a one for
      fifty (1:50) reverse stock split that was implemented on September 18,
      2006, applied retroactively as if it occurred on July 1, 2002.
</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, 2007 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2006

 Revenues

      We had no revenues for fiscal year 2007 and 2006.

 Gross Margin

      We had no gross margin for fiscal year 2007 and 2006.

 Operating Expenses

      Total operating expenses for fiscal year 2007 decreased to
 approximately $200,395, compared to approximately $317,615 for the same
 period last year.  Significant components of operating expenses for the
 fiscal years ended June 30, 2007 and 2006 consisted of the following:

                                                   Year ended June 30,
                                            -------------------------------
                                                2007                2006
                                            -----------         -----------
 Compensation                              $         --        $     85,658
 Facilities                                          --              23,183
 Legal expense and professional fees            142,821              96,556
 Other                                           57,574             112,218
                                            -----------         -----------
 Total                                     $    200,395        $    317,615
                                            ===========         ===========

      "Other" expenses include public company cost, telephone, travel,
 office, insurance, amortization of intangibles and other general and
 administrative expenses.  The decrease in operating expenses for fiscal
 year 2007 is attributable to decreasing Company operations during fiscal
 year 2007.

 Interest Expense

      We had total interest expense of $48,385 in fiscal year 2007 as
 compared to $185,748 in fiscal year 2006.  The decrease in interest expense
 is attributable to the conversion of convertible debt held by Trident during
 fiscal year 2007.

  Other Expense, (Income), net

      We had other expense of $565,422 in fiscal year 2007 as compared to
 ($2,422) in fiscal year 2006.  The increase in other expense is related to
 the $525,000 impairment of intangible assets and $53,168 related to the
 termination of the Company's defined contribution plan.


 FISCAL YEAR ENDED JUNE 30, 2006 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2005
 ---------------------------------------------------------------------------

 Revenues

      We had no revenues for fiscal year 2006.  Revenues of $12,243 for
 fiscal year 2005 were derived primarily from the resale of refurbished cell
 phones in the telecommunications industry.

 Gross Margin

      We had no gross margin for fiscal year 2006. Gross margin for fiscal
 year 2005 was $12,243, which represented 100% of all revenue in fiscal year
 2005.

 Operating Expenses

      Total operating expenses for fiscal year 2006 decreased to
 approximately $317,615, compared to approximately $570,275 for the same
 period last year.  Significant components of operating expenses for the
 fiscal years ended June 30, 2006 and 2005 consisted of the following:

                                                   Year ended June 30,
                                            -------------------------------
                                                2006                2005
                                            -----------         -----------
 Compensation                              $     85,658        $    133,821
 Facilities                                      23,183               2,162
 Legal expense and professional fees             96,556             160,818
 Write-off of acquired in-process
   research and development                          --             146,819
 Other                                          112,218             126,655
                                            -----------         -----------
 Total                                        $ 317,615        $    570,275
                                            ===========         ===========

      "Other" expenses include public company cost, property taxes,
 telephone, travel, office, insurance, and other general and administrative
 expenses.  The decrease in operating expenses for fiscal year 2006 is
 attributable to decreasing Company operations during fiscal year 2006.

 Interest Expense

      We had total interest expense of $185,748 in fiscal year 2006 as
 compared to $164,582 in fiscal year 2005.  The increase in interest expense
 is attributable to additional financing from Trident received during fiscal
 year 2006.


                       Liquidity and Capital Resources

      Cash and cash equivalents at June 30, 2007 were $1,431 compared to
 $11,032 at June 30, 2006.  In the past we have relied on available borrowing
 arrangements and sales of our common and preferred stock to supplement
 operations.

 Cash Flows from Operations

      Cash used in operations for the fiscal year ended June 30, 2007
 was $59,701 compared to $338,305 used in operations in 2006.  The major
 components of cash used in operations during 2007 were comprised of a
 $814,202 loss from operations, write off of assets of $525,000, amortization
 of the discount on debt and intangible assets of $10,818 the issuance
 of stock for services of $25,000 and changes in operating assets and
 liabilities of $193,683.

      Cash used in operations for the fiscal year ended June 30, 2006
 was $338,305 compared to $532,296 used in operations in 2005.  The major
 components of cash used in operations during 2006 were comprised of a
 $500,941 loss from operations, amortization of the discount on debt of
 $64,623, and changes in operating assets and liabilities of $98,013.

 Cash Flows from Investing Activities

      During fiscal years 2007, 2006 and 2005, no cash was used in investing
 activities.

 Cash Flows from Financing Activities

      During fiscal year 2007, cash of $50,000 was borrowed and proceeds from
 the issuance of warrants of $100 were received.

      During fiscal year 2006, cash of $296,000 was borrowed.

      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.

                                Other Matters

 Going Concern

      We incurred net losses of $814,202, $500,941 and $717,477 for the years
 ended June 30, 2007, 2006 and 2005, 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.

 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.
 Product sales were recognized at the time of delivery and customer
 acceptance.

       Asset Impairment.  Assets are reviewed for impairment whenever events
 or changes in circumstances indicate that the carrying amount of the asset
 may not be recoverable.  Recoverability of assets to be held and used is
 measured by a comparison of the carrying amount to estimated undiscounted
 future cash flows expected to be generated by the asset.  If the carrying
 amount exceeds the estimated future cash flows, an impairment charge is
 recognized by the amount by which the carrying amount exceeds the fair
 value of the asset.


 ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK

      None.


 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 2007 Quarter Ended                              Fiscal 2006 Quarter Ended
                       --------------------------------------------------    ----------------------------------------------------
                        Sept. 30,    Dec. 31,     March 31,     June 30,       Sept. 30,    Dec. 31,      March 31,     June 30,
                          2006         2006         2007          2007           2005         2005          2006          2006
                       ----------   ----------    ---------    ----------    ----------    ----------    ----------    ----------
 <S>                  <C>          <C>           <C>          <C>           <C>           <C>           <C>           <C>

 Net Sales                     $0           $0           $0            $0            $0            $0            $0            $0
 Gross Margin                  $0           $0           $0            $0            $0            $0            $0            $0
 % of net sales                 0%           0%           0%            0%            0%            0%            0%            0%

 Operating income
  (loss)                 $(64,434)    $(57,580)    $(46,808)     $(31,573)    $(158,252)     $(88,802)     $(26,723)     $(43,838)
 % of net sales                 0%           0%           0%            0%            0%            0%            0%            0%

 Net income (loss)      $(103,858)    $(66,541)    $(46,808)    $(596,995)    $(221,134)    $(138,076)     $(63,689)      $(78,042)
 % of net sales                 0%           0%           0%            0%            0%            0%            0%             0%

 Net income (loss)
  attributable to
  common shareholders   $(166,098)    $(66,541)    $(46,808)    $(596,995)    $(283,459)    $(200,401)     $(126,014)    $(140,367)
 % of net sales                 0%           0%           0%            0%            0%            0%             0%            0%

 Net income (loss)
  attributable to
  common shareholders
  per share - basic
  and diluted*             $(1.17)      $(0.02)      $(0.01)        $(0.17)      $(2.08)       $(1.46)        $(0.91)       $(1.02)

 *Difference in per share amounts between quarterly financial data and year-
 end results are attributable to rounding.  All share and per share data give
 effect to a one for fifty (1:50) reverse stock split that was implemented on
 September 18, 2006, applied retroactively as if it occurred on July 1, 2005.
</TABLE>

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

      None.

 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, 2008.  We expect to begin the process during next fiscal
 year of identifying a framework to use to evaluate the effectiveness of our
 internal control over financial reporting (as defined in Rule 13a-15(f) or
 15d-15(f) under the Exchange Act.)

      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

      The following table sets forth the names and ages of all of our
 directors and executive officers as of September 1, 2007. Our officers
 are appointed by, and serve at the pleasure of, the Board of Directors.

 Name                   Age                     Title
 --------------------  -----   ----------------------------------------------
 Joseph R. Rozelle      34     Sole Board Member, President, Chief Executive
                               Officer and Chief Financial Officer

      Biographical information with respect to our executive officers and
 directors is provided below. There are no family relationships between any
 of our executive officers or directors.

      Joseph R. Rozelle, 34, is the sole member of the Board and Chief
 Executive Officer, effective July 14, 2006.  Mr. Rozelle is currently also
 the President of Nautilus Global Partners, a Limited Liability Company
 dedicated to facilitation of "going public" transactions for foreign and
 domestic operating companies on the public United States Exchanges.  From
 2004 through January 2006, Mr. Rozelle was a consultant with Accretive
 Solutions, providing Sarbanes-Oxley Compliance consulting and other
 accounting related consulting services.  Prior thereto, Mr. Rozelle worked
 with Momentum Equity Group, LLC and Momentum Bio Ventures as a Principal
 Analyst beginning in the spring of 2002 and winter of 2003, respectively
 through 2004. Prior to joining Momentum, Mr. Rozelle was an associate with
 Barclays Capital in the Capital Markets Group, specializing in asset
 securitization in the summer of 2001.  Prior thereto, he was the Assistant
 Vice President of Planning and Financial Analysis for a regional commercial
 bank and was responsible for all of the corporate financial modeling, risk
 analysis, mergers and acquisition evaluation, and corporate budgeting.  Mr.
 Rozelle also served as a senior auditor with Arthur Andersen, where he was
 involved in a variety of filings with the SEC involving corporate mergers,
 spin-offs, public debt offerings, and annual reports.  Mr. Rozelle holds a
 Bachelors of Business Administration degree from the University of Houston
 and earned a Masters of Business Administration degree from the Jesse H.
 Jones School of Management at Rice University in 2002.  In addition, he is
 a Certified Public Accountant in the State of Texas.

      As of the date of this report, the Company does not have any
 contractual arrangements with Mr. Rozelle.

           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, 2007, we believe that during the fiscal year ended June 30,
 2007, 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. Rozelle 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, 2007.

                                                               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>
Joseph R. Rozelle      2007   -0-        -0-    12,000              12,500         -0-          -0-      -0-
  Sole member of the   2006    na        na       na                 na            na            na       na
  Board and CEO        2005    na        na       na                 na            na            na       na

Patrick A. Custer      2007    -0-       -0-      -0-                -0-           -0-          -0-      -0-
  Former Sole member   2006   48,061     -0-      -0-                -0-           -0-          -0-      -0-
  of the Board and CEO 2005  130,520     -0-     20,000 (1)(2)       -0-           -0-          -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.

</TABLE>
<PAGE>

 Stock Options

      The following table sets forth information concerning individual grants
 of stock options made during our last fiscal year to our Named Executive
 Officers. No stock appreciation rights were issued during the fiscal year.

<TABLE>
                      Option Grants in Last Fiscal Year
                              Individual Grants

                       Number of  Percent of total    Market   Exercise
                       securities      options       price on     or
                       underlying     granted to     date of     base
                        options       employees      issuance   price    Expiration
 Name                 granted (#)   in fiscal year    ($/Sh)    ($/Sh)      date
 -------------------  -----------   --------------   --------   ------   ----------
 <S>                  <C>           <C>              <C>        <C>      <C>
 Joseph R.Rozelle          --             --%           --        --         --
 Patrick A.Custer          --             --%           --        --         --
</TABLE>

     During fiscal year ended June 30, 2007, there were no options exercised.
 The following table sets forth information concerning option holdings as of
 June 30, 2007 with respect to our Named Executive Officers.

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

                                                       Number of Securities
                                                           Underlying                 Value of Unexercised
                            Shares                     Unexercised Options                In-the-Money
                         Acquired on      Value           at FY-End (#)             Options at FY-End ($)(1)
                                                     --------------------------    --------------------------
 Name                   Exercise (#)   Realized ($)  Exercisable  Unexercisable    Exercisable  Unexercisable
 ---------------------  ------------   ------------  -----------  -------------    -----------  -------------
 <S>                    <C>            <C>           <C>          <C>              <C>          <C>
 Joseph R. Rozelle            -             -                -          -                 -            -
 Patrick A.Custer (1)         -             -            6,200          -                 -            -

 ---------------------
 (1) At June 30, 2007, none of the options were considered "in-the-money," as
 the fair market value of the underlying securities on that date ($0.60) was
 less than the exercise price of the options ($1.00).  (All share and per
 share data give effect to a one for fifty (1:50) reverse stock split that
 was implemented on September 18, 2006, applied retroactively as if it
 occurred on July 1, 2004.)
</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, 2007, we had no employment agreement with any named
 executive officer.

         Compensation Committee Interlocks and Insider Participation

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

 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT AND RELATED STOCKHOLDER MATTERS

      The following table sets forth certain information as of September 28,
 2007 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, 2007 (the date on which this Form 10-K was originally
 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.

                                              Amount of          Percent
  Name and Address                            Beneficial           of
  of Beneficial Owner                        Ownership(1)         Class
  ----------------------------------------   ------------        -------
  Directors and Officers:
  Joseph R. Rozelle                             50,000             0.5%
                                                ------             ---
  All Directors and Executive Officers          50,000             0.5%
  as a Group (1 person)
  5% Stockholders:
  Trident Growth Fund, LP                    8,817,761 (2)        90.8%
    700 Gemini, Suite 100
    Houston, TX 77058
  Hei Shing Lam, Joseph                        627,000             6.5%
    RM 905
    One Hysan Avenue, Causeway Bay
    Hong Kong

      ----------------------------
  (1) Beneficial ownership is determined in accordance with Rule 13d-3
      under the Securities Exchange Act of 1934, as amended, and is generally
      determined by voting powers and/or investment powers with respect to
      securities. Unless otherwise noted, all of such shares of Common Stock
      listed above are owned of record by each individual named as beneficial
      owner and such individual has sole voting and dispositive power with
      respect to the shares of Common Stock owned by each of them.

  (2) Includes 20,000 shares held by Trident Advisors, Inc and 26,945
      warrants issued to Trident Growth Fund, L.P.

 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 15,400 new shares of common stock of the Company, which were
 valued at approximately $60,000, according to the stock price at the time.
 (All share and per share data give effect to a one for fifty (1:50) reverse
 stock split that was implemented on September 18, 2006, applied
 retroactively as if it occurred on July 1, 2004.)

      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.  (These shares are not affected by the one for
 fifty (1:50) reverse stock split that was implemented on September 18, 2006,
 as the terms of Series 2004-L Preferred Stock contain no reset feature in
 the event of a reverse split.)

      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 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.

      On May 1, 2007 we executed an Asset Purchase Agreement (the
 "Agreement") with Trident and the transaction was completed on the same
 date. Pursuant to the Agreement, we acquired certain assets (the "Assets")
 from Trident, generally described as software, trademarks and other
 intellectual properties formerly held by People Solution, Inc., which
 Assets were acquired by Trident in a foreclosure of Trident's security
 interest in the Assets on May 30, 2006.

     Trident is the beneficial owner of approximately 91% of the Company.

     Consideration paid by the Company for the acquisition of the Assets
 consists of two million (2,000,000) shares of par value $.001 common stock
 of the Company ("Common Stock"). As the Company and Trident are under common
 control, the Assets were transferred at the carrying value of Trident.  The
 Assets were valued at $1,025,000 on the balance sheet of the seller at the
 time of sale.  Management estimates the fair value of the Assets at $500,000
 and has incurred an impairment charge of $525,000 based on the difference
 between the previous carrying cost and the estimated fair value of the
 Assets.  The principle followed in determining the estimated fair value
 of the assets was an estimation of the approximate value of the Assets,
 considering their potential for generating revenues for the Company.

      As of June 18, 2007, we completed the spin off of five of our
 subsidiaries (the "Subsidiaries"), as set forth below, the same being
 all of our ownership interest in said Subsidiaries:

        *  100% of Venture Pacific Group, Inc., a Texas corporation, (which
           owns 100% of its subsidiaries, Test Secure International, Inc. and
           uniView Technologies Corp., and 80% of its subsidiary, Global
           Knowledge Group, Inc.);

        *  100% of Uniview Technologies Products Group, Inc., a Texas
           corporation;

        *  61% of Uniview Softgen Corporation, a Texas corporation;

        *  60% of Uniview Asia Limited, formerly known as China Action
           Management Limited, a Hong Kong corporation;

        *  100% of Curtis Mathes Corporation, a Delaware corporation;

      The transaction was completed in a two-step transaction, whereby, as of
 June 15, 2007, all of the capital stock of Venture Pacific Group, Inc. was
 transferred to Custer Company, Inc. and as of June 18, 2007, all of the
 capital stock of the remaining of the foregoing named subsidiaries was
 transferred to Venture Pacific Group, Inc.  In addition, as of June 18,
 2007, all of our right, title and interest in and to the following
 trademarks (the "Assets") were transferred to Venture Pacific Group, Inc.:

   uniView[R] (trademark) (words only)
   Registration No.: 2,173,544
   Date of Registration: July 14, 1998
   International Class No(s).:  009, 042

   Electric Globe Bug and Design[R] (trademark)
   Registration No.: 2,190,882
   Date of Registration: September 22, 1998
   International Class No(s).:  009

      The aggregate purchase price for the foregoing capital stock and assets
 was $20.00 and other good and valuable consideration.  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.  The terms of the agreement were established through arms
 length negotiations between the parties, considering the financial
 statements of the subsidiaries.  A principal in Custer Company, Inc.
 is Patrick A. Custer, the former Chief Executive Officer of the Company.
 However, there currently exists no material relationship between Mr. Custer
 or Custer Company, Inc. and the Company or any of its affiliates, any
 director or officer of the Company, or any associate of any such director
 or officer.

      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, 2007 and 2006 were $42,000 and $46,598,
 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, 2007 or 2006.

 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, 2007 or
 2006.

 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, 2007 or 2006
 were $0 and $0, respectively.

                                   PART IV

 ITEM 15.  EXHIBITS, 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/ JOSEPH R. ROZELLE
                                        ---------------------
                                        Joseph R. Rozelle
                                        Chief Executive Officer
                                        and Principal Financial Officer
 October 15, 2007

      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
 registrant and in the capacities and on the dates indicated.

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

 /s/  JOSEPH R. ROZELLE       Chairman of the Board,         October 15, 2007
      Joseph R. Rozelle       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, 2007 and 2006,
 and  the  related   consolidated  statements  of   operations,  changes   in
 stockholders' equity and cash flows for the years ended June 30, 2007,  2006
 and 2005.  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, 2007 and 2006,  and
 the consolidated results  of their  operations and  their consolidated  cash
 flows for the years ended  June 30, 2007, 2006  and 2005 in conformity  with
 accounting principles generally accepted in the United States of America.

 As shown in the consolidated financial statements, the Company incurred  net
 losses of $814,202, $500,941 and $717,477 for the years ended June 30, 2007,
 2006 and 2005, 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.

 /s/ CF & Co., L.L.P.

     CF & Co., L.L.P.

 Dallas, Texas
 October 16, 2007


<PAGE>

                         VPGI Corp. and Subsidiaries
                        (A Development Stage Company)

                         CONSOLIDATED BALANCE SHEETS

                                   June 30,

                           ASSETS                      2007           2006
                                                   -----------    -----------
 CURRENT ASSETS
   Cash and cash equivalents                      $      1,431    $    11,032
   Prepaid expenses                                      1,285         21,132
                                                   -----------    -----------
     Total current assets                                2,716         32,164

 OTHER ASSETS
   Intangible assets, net of accumulated
     amortization of $7,634                            492,366              -
   Pension surplus                                           -         55,530
                                                   -----------    -----------
     Total other assets                                492,366         55,530
                                                   -----------    -----------
     Total assets                                 $    495,082   $     87,694
                                                   ===========    ===========

 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             2007           2006
                                                   -----------    -----------
 CURRENT LIABILITIES
   Note payable, net of discounts of $0
     and $6,049, respectively, for 2007
     and 2006, respectively                       $          -   $    989,951
   Trade accounts payable                               27,352         19,145
   Payable to Affiliate                                101,237              -
   Accrued expenses                                          -        122,152
                                                   -----------    -----------
     Total liabilities                                 128,589      1,131,248

 COMMITMENTS AND CONTINGENCIES (NOTE G)                      -              -

 STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, cumulative, $1.00 par value;
      1,000,000 shares authorized:
    Series A, -0- and 30,000 shares issued and
      outstanding at June 30, 2007 and 2006,
      respectively                                           -         30,000
    Series H, -0- and 2 shares issued and
      outstanding at June 30, 2007 and 2006,
      respectively                                           -              2
    Series 2002-K, -0- and 20 shares issued and
      outstanding at June 30, 2007 and June 30,
      2006, respectively                                     -             20
    Series 2002-G, 6 and 152 shares issued and
      outstanding at June 30, 2007 and 2006,
      respectively (liquidation preference of
      $150,000 and $3.8 million at June 30, 2007
      and 2006, respectively)                                6            152
    Series 2004-L, -0- and 175 shares issued and
      outstanding at June 30, 2007 and 2006                  -            175
  Common stock, $.001 par value; 80,000,000 shares
      authorized; 9,707,791 and 137,909 shares
      issued and outstanding at June 30, 2007
      and 2006, respectively                             9,708            138
  Additional paid in capital                        63,074,903     60,506,462
  Accumulated deficit                              (60,362,085)   (60,362,085)
  Deficit accumulated during development stage      (2,356,039    (1,218,418)
                                                   -----------    -----------
    Total stockholders' equity (deficit)               366,493     (1,043,554)
                                                   -----------    -----------
    Total liabilities and stockholders' equity    $    495,082   $     87,694
                                                   ===========    ===========

  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         2007        2006        2005
                                 --------     --------    --------    --------
Revenues
  Product sales                 $   5,548    $       -   $       -   $   5,548
  Consulting and
    support services                6,695            -           -       6,695
                                 --------     --------    --------    --------
    Total revenues                 12,243            -           -      12,243

Cost of products and services
  Cost of product sales                 -            -           -           -
  Cost of consulting and
    support services                    -            -           -           -
                                 --------     --------    --------    --------
    Total cost of products
      and services                      -            -           -           -
                                 --------     --------    --------    --------
       Gross margin                12,243            -           -      12,243

Operating expenses
  General and administrative    1,088,285      200,395     317,615     570,275
                                ---------     --------    --------    --------
    Operating loss             (1,076,042)    (200,395)   (317,615)   (558,032)

Other (income) expense
  Interest expense                398,715       48,385     185,748     164,582
  Other expense (income), net     557,863      565,422      (2,422)     (5,137)
                                 --------     --------    --------    --------
    Total other
      (income) expense            956,578      613,807     183,326     159,445
                                 --------     --------    --------    --------
       Net loss                (2,032,620)    (814,202)   (500,941)   (717,477)
                                =========

 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,



                                                2007        2006        2005
                                              --------    --------    --------

 Dividend requirements on
   preferred stock                             (62,240)   (249,300)   (156,341)
                                              --------    --------    --------

 Net loss attributable to
   common stockholders                       $(876,442)  $(750,241)  $(873,818)
                                              ========    ========    ========
 Per share amounts allocable
   to common stockholders -
   Basic and diluted

     Net loss                                   $(0.17)     $(5.46)     $(7.55)

 Weighted average common shares
   outstanding - Basic and diluted           5,220,016     137,409     115,749


 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, 2007, 2006 and 2005

                                                                                                            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, 2004           104,842  $     105    30,218 $  30,218  $ 60,361,666  $ (60,342,017) $          -  $    49,972

 Conversion of Series 2002-G
   preferred to common stock         13,334         14       (40)      (40)           26              -             -            -
 Issuance of common stock in
   acquisition                       15,400         15         -         -        59,985              -             -       60,000
 Exercise of warrants into
   common stock                       3,000          3         -         -            (3)             -             -            -
 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           136,576  $     137    30,353 $  30,353  $ 60,491,714  $ (60,362,085) $   (717,477) $  (557,358)

 Conversion of Series 2002-G
   preferred to common stock          1,333          1        (4)       (4)            3              -             -            -
 Issuance of warrants in
   connection with debt                   -          -         -         -        14,745              -             -       14,745
 Net loss                                 -          -         -         -             -              -      (500,941)    (500,941)
                                  ---------   --------  --------  --------   -----------   ------------   -----------   ----------
 Balances - June 30, 2006          137,909   $     138    30,349 $  30,349  $ 60,506,462  $ (60,362,085) $ (1,218,418) $(1,043,554)


 Rounding Effect Caused by
   Reverse Split                      1,334          1         -         -             -              -             -            1
 Conversion of preferred
   to common stock                2,747,696      2,748   (30,343)  (30,343)      351,014              -      (323,419)           -
 Conversion of debt to
   common stock                   4,718,852      4,719         -         -     1,169,429              -             -    1,174,148
 Exercise of warrants into
   common stock                       2,000          2         -         -            98              -             -          100
 Issuance of Shares for
   Consulting                       100,000        100         -         -        24,900              -             -       25,000
 Issuance of Shares for
   acquisition of assets          2,000,000      2,000         -         -     1,023,000              -             -    1,025,000
 Net loss                                 -          -         -         -             -              -      (814,202)    (814,202)
                                  ---------   --------  --------  --------   -----------   ------------   -----------   ----------
 Balances - June 30, 2007         9,707,791  $   9,708         6 $       6  $ 63,074,903  $ (60,362,085) $ (2,356,039) $   366,493
                                  =========   ========  ========  ========   ===========   ============   ===========   ==========

 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        2007       2006       2005
                                  -----------   --------   --------   ---------
 Cash flows from operating
   activities
  Net loss                       $ (2,032,620) $(814,202) $(500,941) $ (717,477)
 Adjustments to reconcile net
   loss to cash used in
   operating activities:
    Issuance of stock or
      warrants for services           35,000      25,000          -      10,000
     Write-off of acquired
       assets                        671,819     525,000          -     146,819
     Amortization of debt
       discount and intangible
       assets                        173,850      10,818     64,623      98,409
     Other non-cash items              8,861       8,861          -           -
     Changes in assets and
       liabilities, net of
       effects from acquisitions
       and dispositions:
        Trade accounts receivable           -          -     21,000     (21,000)
        Prepaid and other assets       48,687     75,377     (9,222)    (17,468)
        Accounts payable and
          accrued liabilities         164,101    109,445     86,235     (31,579)
                                  -----------   --------   --------   ---------
     Cash and cash equivalents
       used in operating activities  (930,302)   (59,701)  (338,305)   (532,296)
                                  -----------   --------   --------   ---------
 Cash flows from investing
  activities
    Cash and cash equivalents
      provided by (used in)
      investing activities                  -          -          -           -
                                  -----------   --------   --------   ---------

 Cash flows from financing
   activities
     Preferred stock dividend
       paid                           (20,067)         -          -     (20,067)
     Proceeds from redemption
       of warrants                        100        100          -           -
     Net proceeds from issuance
       of notes payable               951,700     50,000    296,000     605,700
                                  -----------   --------   --------   ---------
       Cash and cash equivalents
         provided by financing
         activities                   931,733     50,100    296,000     585,633
                                  -----------   --------   --------   ---------
 Net increase (decrease) in cash
   and cash equivalents                 1,431     (9,601)   (42,305)     53,337
                                  -----------   --------   --------   ---------
 Cash and cash equivalents,
   beginning of year                        -     11,032     53,337           -
                                  -----------   --------   --------   ---------
 Cash and cash equivalents,
   end of year                   $      1,431  $   1,431  $  11,032  $   53,337
                                  ===========   ========   ========   =========
 Supplemental information
   Cash paid for interest        $     66,173  $       -  $       -  $   66,173
                                  ===========   ========   ========   =========

 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, 2007, 2006 and 2005


 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Description of Business
  -----------------------
  Until it discontinued  normal operations in December  2002, 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 2007,  2006,  and  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.

  Reverse Stock Split
  -------------------
  On  September 5, 2006 stockholders approved a one for fifty (1:50)  reverse
  split  of  all  outstanding  shares  of  the Company's common stock and the
  reverse  split  was  implemented  at  September 18,  2006.  The  par  value
  remained  at  $0.001  per  share and the  authorized  number  of shares was
  maintained at 80,000,000.  All share and per share data give effect  to the
  reverse stock split, applied retroactively as if it occurred July 1, 2004.

  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,
  redeemable preferred stock and debt.   The fair value of cash  approximates
  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
  ------------------------
  Effective  July  1,  2005,  the  Company  adopted  Statement  of  Financial
  Accounting Standards  No. 123  (Revised 2004),  Share-Based Payment  ("SFAS
  123R"),  which  requires  employee  and  qualifying  director   share-based
  payments to  be accounted for  using the  fair value  method.   Share-based
  compensation  costs related  to  equity  instruments  are  charged  against
  income  ratably over  the  fixed  vesting period  for  the  related  equity
  instruments, with the initial charge  generally recorded in the first  full
  month following the grant.   The adoption of this  standard did not have  a
  material effect on the Company's financial statements.

  Under  the   modified   prospective  method   transition  of   SFAS   123R,
  compensation  costs related  to  any  non-vested portion  of  stock  option
  awards outstanding at the  adoption date are based  on the grant date  fair
  value of those  awards.  Since all  stock options  previously  granted were
  fully  vested prior to June 30, 2005,  there are  no deferred  compensation
  costs  resulting  from  stock  options to be accounted for on a prospective
  basis.  There were no further stock options issued for all years presented.

  Revenue Recognition
  -------------------
  During 2007 and 2006, the Company  recognized no revenue.  During 2005  the
  Company recognized a significant portion  of its revenue while acting as  a
  sales agent  or in  a similar  capacity.   As  such, the  Company  reported
  revenue based upon the fee  earned as acting as an  agent.   Product  sales
  were recognized at the time of delivery and customer acceptance.

  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 $21.8  million, which are  offset by  a
  valuation allowance  pursuant to  SFAS 109.   Such  losses are  limited  by
  certain Internal Revenue Service regulations.

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

  Intangible Assets
  -----------------
  Intangible  assets  consist primarily of purchased software and trademarks.
  Purchased software is subject  to  periodic amortization over its estimated
  useful life (5 years).  Trademarks have  an indefinite life and are subject
  to  periodic  review  for  impairment.  In  accordance  with  SFAS  No. 144
  "Accounting for Impairment or Disposal of Long-Lived  Assets" ("SFAS 144"),
  such  assets  are  reviewed  for  impairment  whenever events or changes in
  circumstances  indicate  that  the  carrying amount of the asset may not be
  recoverable. Recoverability of assets  to  be  held and used is measured by
  a comparison of the carrying amount to estimated  undiscounted  future cash
  flows expected to be generated by the asset. If the carrying amount exceeds
  the estimated future cash flows, an impairment charge is recognized for the
  amount by which the carrying amount exceeds the fair value of the asset.

  Amortization expense for the year ended June 30, 2007 was $7,634. Estimated
  amortization expense expected to be recorded over the next five fiscal
  years are as follows:

     2008                    $46,000
     2009                    $46,000
     2010                    $46,000
     2011                    $46,000
     2012                    $38,366

  Recently issued accounting standards
  ------------------------------------
  Effective  at the  beginning of the first quarter of 2008, the Company will
  adopt the provision of FIN 48, "Accounting for Uncertainty in Income Taxes,
  an interpretation of FASB Statement No.  109"  ("FIN 48").  FIN 48 contains
  a  two-step approach to recognizing and measuring uncertain  tax  positions
  accounted  for  in  accordance  with  SFAS  No. 109, "Accounting for Income
  Taxes."  The first step is to evaluate the tax position  for recognition by
  determining if  the  weight of available evidence indicates that it is more
  likely than not that the position will  be  sustained   on audit, including
  resolution of related appeals or litigation processes, if any.  The  second
  step is  to measure the tax benefit as the largest amount that is more than
  50% likely of being realized upon ultimate settlement.

  The  Company does not expect that the implementation of FIN 48 will  have a
  material impact  on  the  its  consolidated  financial position, results of
  operations or cash flows.

  In  September 2006,  the  Financial  Accounting  Standards  Board  ("FASB")
  issued Statement  No. 157,  "Fair Value  Measurements" ("FAS  157"),  which
  addresses how companies  should measure fair value  when they are  required
  to use a  fair value measure for  recognition or disclosure purposes  under
  generally accepted accounting principles ("GAAP"). As a result of FAS  157,
  there is now a common definition of fair value to be used throughout  GAAP,
  which is expected  to make the  measurement of fair  value more  consistent
  and  comparable. The  Company  must  adopt FAS  157  in  fiscal  2008,  and
  management currently  does not  expect the  impact to  be material  to  its
  consolidated financial statements.

  In September  2006, the United  States Securities  and Exchange  Commission
  issued Staff  Accounting  Bulleting No.  108,  Considering the  Effects  of
  Prior Year  Misstatements when  Quantifying Misstatements  in Current  Year
  Financial  Statements  ("SAB   108").    SAB   provides  guidance  on   the
  consideration of the  effects of prior year  misstatements for the  purpose
  of  a materiality  assessment.    SAB  108  establishes  an  approach  that
  requires the  quantification of  financial statement  errors based  on  the
  effect of each on the  company's balance sheet and statement of  operations
  and the related financial statement disclosures.  SAB 108 permits  existing
  public companies  to record  the cumulative  effect of  initially  applying
  this  approach in  the  first  year  ending  after  November  15,  2006  by
  recording the necessary  correcting adjustments to  the carrying values  of
  assets  and  liabilities  as  of  the  beginning  of  that  year  with  the
  offsetting  adjustment  recorded  to   the  initial  balance  of   retained
  earnings.  Additionally the use of the cumulative effect transition  method
  requires detailed disclosure  of the nature and  amount of each  individual
  error being corrected  through the cumulative adjustment  and how and  when
  it arose.  The adoption  of SAB 108 did not have  a material effect on  the
  Company's consolidated  financial  position, statement  of  operations,  or
  cash flows.

  In February 2006,  the FASB issued  SFAS No. 155,  "Accounting for  Certain
  Hybrid Financial Instruments_an  amendment of FASB  Statements No. 133  and
  140,"  to  permit  fair  value  remeasurement  for  any  hybrid   financial
  instrument  that contains  an  embedded  derivative  that  otherwise  would
  require bifurcation  in accordance  with the  provisions of  SFAS No.  133,
  "Accounting  for  Derivative  Instruments  and  Hedging  Activities."   The
  Company adopted SFAS No. 155 in fiscal year  2007. SFAS 155 did not have  a
  material impact on the Company's consolidated financial statements  as  the
  Company has no such instruments.

  In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option  for
  Financial Assets  and  Financial Liabilities",  which permits  entities  to
  choose to measure  many financial instruments  and certain  other items  at
  fair value. The  objective is to improve  financial reporting by  providing
  entities with the opportunity to  mitigate volatility in reported  earnings
  caused by  measuring  related assets  and liabilities  differently  without
  having to apply complex hedge accounting provisions.  The statement  amends
  SFAS  No.  115,  "Accounting  for  Certain Investments in Debt and Equity".
  This statement is effective  for fiscal  years beginning after November 15,
  2007.  The Company does not believe that the adoption of SFAS 159 will have
  a material impact on the Company's consolidated financial statements.


 NOTE B - GOING CONCERN MATTERS

  The Company incurred net losses of $814,202, $500,941 and $717,477 for  the
  years ended June 30,  2007, 2006 and 2005,  respectively.  In addition,  at
  June 30,  2007,  the  Company  had  negative working  capital of  $125,873.
  These conditions  raise substantial doubt  about the  Company's ability  to
  continue as a going concern.

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

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


 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 15,400 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  five hundred shares  of VPG  common
  stock held by VPG shareholders.  (All share and per share data give  effect
  to a  one for  fifty (1:50)  reverse stock  split that  was implemented  on
  September 18,  2006, applied retroactively  as if  it occurred  on July  1,
  2004.)

  The Company also issued to 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.  Shares  accumulate  dividends at $245,000  per  year.  Dividends  in
  arrears at June 30, 2006  and  2005  on  Preferred  Stock totaled  $381,274
  and  $136,274,  respectively.  These shares  are unaffected  by the reverse
  split,  as the terms of  Series  2004-L  Preferred  Stock  contain no reset
  feature in the event of a reverse split.

  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 15,200  shares of  Common  Stock,
  exercisable for five years at  an exercise price of  $5.00 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.

  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, 2004.   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, 2004.   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
                                                ----------
      Revenues                                 $    17,243
      Operating expenses                           538,633
      Other income (expense)                      (205,301)
      Net Loss                                    (726,691)
      Net Loss attributable to
        common stockholders                       (942,532)
     Net Loss per share                        $     (8.14)

  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.

  On May 1,  2007  the  Company executed  an  Asset Purchase  Agreement  (the
  "Agreement") with Trident and the  transaction  was  completed  on the same
  date.  Pursuant to the Agreement, we acquired certain assets (the "Assets")
  from  Trident,  generally  described   as  software, trademarks  and  other
  intellectual properties  formerly held  by  People  Solution,  Inc.,  which
  Assets were acquired  by  Trident  in  a  foreclosure of Trident's security
  interest in the Assets on May 30, 2006.

  Trident is the beneficial owner of approximately 91% of the Company.

  Consideration  paid by  the  Company  for the  acquisition  of  the  Assets
  consists of two million (2,000,000) shares of par value $.001 common  stock
  of the  Company ("Common  Stock").  As the Company  and Trident  are  under
  common control  the  Assets  were transferred  at  the  carrying  value  of
  Trident.  The Assets were valued at  $1,025,000 on the balance sheet of the
  seller  at the time of  sale.  Management estimates  the fair value  of the
  Assets at $500,000 and has incurred an impairment charge of  $525,000 based
  on the difference between the previous carrying cost and the estimated fair
  value  of  the Assets.  The principle followed in estimating the fair value
  of the assets was an estimation of the  approximate  value  of  the Assets,
  using an estimate of the net present value of expected future cash flows.

  As of June 18, 2007, we completed the spin off of five of our  subsidiaries
  (the "Subsidiaries"),  as  set forth  below,  the  same being  all  of  our
  ownership interest in said Subsidiaries:

        *  100% of Venture Pacific Group,  Inc., a Texas corporation,  (which
           owns 100% of its subsidiaries, Test Secure International, Inc. and
           uniView Technologies  Corp., and  80%  of its  subsidiary,  Global
           Knowledge Group, Inc.);

        *  100%  of  Uniview  Technologies  Products  Group,  Inc.,  a  Texas
           corporation;

        *  61% of Uniview Softgen Corporation, a Texas corporation;

        *  60% of  Uniview  Asia  Limited, formerly  known  as  China  Action
           Management Limited, a Hong Kong corporation;

        *  100% of Curtis Mathes Corporation, a Delaware corporation;

  The transaction was  completed in a  two-step transaction,  whereby, as  of
  June 15, 2007, all of the capital stock of Venture Pacific Group, Inc.  was
  transferred to Custer  Company, Inc. and as  of June 18,  2007, all of  the
  capital stock  of the  remaining of  the foregoing  named subsidiaries  was
  transferred to Venture  Pacific Group, Inc.   In addition,  as of June  18,
  2007, all  of  our  right, title  and  interest  in and  to  the  following
  trademarks (the "Assets") were transferred to Venture Pacific Group, Inc.:

  uniView[R] (trademark) (words only)
  Registration No.: 2,173,544
  Date of Registration: July 14, 1998
  International Class No(s).:  009, 042

  Electric Globe Bug and Design[R] (trademark)
  Registration No.: 2,190,882
  Date of Registration: September 22, 1998
  International Class No(s).:  009

  The aggregate  sales  price  for  the  foregoing capital  stock and  assets
  was  $20.00  and  other  good  and  valuable  consideration.   The  Company
  recorded a loss of approximately $2,360 on the transaction, related to  the
  transfer of  the Company's  defined benefit  pension plan  as discussed  in
  Note I.  The  terms of the agreement  were established through arms  length
  negotiations between the parties,  considering the financial statements  of
  the subsidiaries.   A  principal  in Custer  Company,  Inc. is  Patrick  A.
  Custer, the former Chief Executive Officer of the Company.  However,  there
  currently exists  no material  relationship between  Mr. Custer  or  Custer
  Company, Inc. and  the Company or  any of its  affiliates, any director  or
  officer of the Company, or any  associate of any such director or  officer.


 NOTE D - NOTES PAYABLE

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

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

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

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

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

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

  On  November 6, 2006,  the  note  payable  of  $1,044,135  (net of discount
  $2,865) and accrued  interest of $131,013 with  Trident was  converted into
  4,718,852 shares of Common Stock at a conversion price of $0.25 per  share.
  This transaction eliminated substantially all  of the Company's outstanding
  debt.


 NOTE E - COMMITMENTS AND CONTINGENCIES

  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.  At  June 30, 2007,  the  Company was
  not a party to any litigation.


 NOTE F - CONCENTRATIONS OF CREDIT RISK

  There were no sales during 2007 and 2006.

  During 2005 one customer represented 100% of sales.


 NOTE G - 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,  2006.   Shares
  accumulate dividends at 6%,  or $1,800 per year.   Dividends in arrears  at
  June 30, 2006  and 2005  on Series A  shares totaled  $17,550 and  $15,750,
  respectively.  On September  20, 2006, the holder  of 30,000 shares of  the
  Company's Series  A Preferred  Stock, representing  all of  the issued  and
  outstanding shares  of Series  A Preferred  Stock, converted  its  holdings
  into  shares of  the  Company's  par  value  $.001  common  stock  ("Common
  Stock").  The preferred  stock had a liquidation  value of $30,000 and  was
  converted into 600 shares of Common Stock at a conversion price of $50  per
  share.

  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, 2006.
  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 $10,000 and $7,500 were in arrears on Series  H
  shares at June  30, 2006 and  2005, respectively.   On September 20,  2006,
  the holder  of one  (1) share  of the  Company's Series  H Preferred  Stock
  converted its  holdings  into Common  Stock.   The  preferred stock  had  a
  liquidation value  of $25,000 and  was converted  into five  (5) shares  of
  Common Stock at  a conversion price of  $6,000 per share.   On November  1,
  2006, the  holder of  one (1)  share of  the Company's  Series H  Preferred
  Stock converted its holdings into Common Stock.  The preferred stock had  a
  liquidation value  of $25,000 and  was converted  into five  (5) shares  of
  Common Stock  at a  conversion price  of  $6,000 per  share.   After  these
  conversions, no  shares of  Series H  Preferred Stock  remained issued  and
  outstanding.

  In June  1999, the  Company issued  720 shares  of Series  D-1  convertible
  preferred stock (stated value $25,000  per share).  The shares  accumulated
  dividends at  5%, or $900,000  per year  and were  convertible into  common
  stock at  $32 per  share.   In  fiscal 2002,  the Company  exchanged  these
  shares for  240 shares  of  Series 2002-G  preferred stock  (stated  valued
  $25,000 per  share).   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.
  Forty-four shares were  converted into common stock  in fiscal 2003,  forty
  shares were converted  into common stock  in fiscal 2005,  and four  shares
  were converted  in fiscal  2006.   As  of June  30, 2006,  the  outstanding
  unconverted 152 shares of Series  2002-G Preferred stock had a  liquidation
  preference of $3.8 million, convertible into 50,667 shares of common  stock
  of the Company.   On September  20, 2006, the  holder of 86  shares of  the
  Company's Series 2002-G Preferred Stock converted its holdings into  Common
  Stock.  The preferred stock had  a liquidation value of $2,150,000 and  was
  converted into 28,667 shares of Common  Stock at a conversion price of  $75
  per share.  On November 6, 2006, the  holder of 60 shares of the  Company's
  Series 2002-G  Preferred  Stock  converted its holdings  into Common Stock.
  The  preferred  stock  had  a  liquidation  value  of  $1,500,000  and  was
  converted into 20,000 shares of Common  Stock at a conversion price of  $75
  per  share.   After  the  conversion,  six  (6)  shares  of  Series  2002-G
  Preferred Stock remained issued and outstanding.

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

  Refer to Note C for preferred stock (Series 2004-L)  issued  in  connection
  with acquisition.

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

  Dividends of $-0-,  $-0- and $20,067  were paid on  preferred stock  during
  the years ended  June 30, 2007, 2006  and 2005,  respectively.   Cumulative
  dividends in arrears  as of June 30,  2007, 2006 and  2005 amounted to  $0,
  $408,824 and $136,274, 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.   No options were  granted
  during 2007  and 2006.  During  2005, options  covering 8,000  shares  were
  granted that vested immediately.

  During 2005, no intrinsic value was assigned to options issued to employees
  and directors and,  accordingly, no  compensation  expense  was  recognized
  in that year.  For 2005,  awards  of stock-based employee  compensation was
  accounted  under the provisions of APB Opinion No. 25 "Accounting for Stock
  Issued to Employees".  Had compensation cost been determined on  the  basis
  of fair  value, net loss and  net loss per share  for 2007, 2006  and  2005
  would have been increased as follows:

                                         2007          2006          2005

                                      ----------    ----------    ----------
    Net loss
      As reported                    $  (814,202)  $  (500,941)  $  (717,477)
      Deduct:  total stock-based
       employee compensation expense
       determined under fair value
       based method for all awards,
       net of income tax effect                -             -       (78,960)
                                      ----------    ----------    ----------
      Pro forma net loss             $  (814,202)  $  (500,941)  $  (796,437)
                                      ==========    ==========    ==========
    Loss per share
      As reported                          (0.17)        (5.46)        (7.55)
      Pro forma                            (0.17)        (5.46)        (8.23)

  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:

                                      2007           2006           2005
                                   ----------     ----------     ----------
    Expected volatility                N/A            N/A            219%
    Risk-free interest rate            N/A            N/A           4.24%
    Expected lives                     N/A            N/A          5 years
    Dividend yield                     N/A            N/A             -


  Additional information with respect to all options outstanding at June  30,
  2007, 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, 2004   29,411  $219.50    6,388  $  25.50    513 $1,031.00    36,312

 Granted               -        -    8,000     10.00      -         -     8,000
 Forfeited        (2,813)  739.50      (63) 1,076.00   (513) 1,031.00    (3,389)
                 -------   ------   ------  --------  -----  --------   -------
 Outstanding at
  June 30, 2005   26,598  $164.50   14,325  $  12.50      -         -    40,923

 Granted               -        -        -         -      -         -         -
 Forfeited        (4,850)  724.00     (125)   724.00      -         -    (4,975)
                 -------   ------   ------   -------  -----   -------   -------
 Outstanding at
  June 30, 2006   21,748  $ 40.00   14,200  $   6.07      -         -    35,948

 Granted               -        -        -         -      -         -         -
 Forfeited       (21,748)   40.00        -         -      -         -   (21,748)
                 -------   ------   ------   -------  -----   -------   -------
 Outstanding at
  June 30, 2007        -  $     -   14,200  $   6.07      -         -    14,200
                 =======   ======   ======   =======  =====   =======   =======


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

    Options exercisable at June 30, 2004          40,923     $ 111.50
                                                  ======      =======
    Options exercisable at June 30, 2005          35,948     $  26.60
                                                  ======      =======
    Options exercisable at June 30, 2006          14,200     $   6.07
                                                  ======      =======

  No options were granted  during 2007 and 2006.   For 2005, options  granted
  equal to  market value  had a  weighted  average fair  value per  share  of
  $10.00.

  Information about stock options outstanding at June 30, 2007 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
  ----------------   ---------  -----     -------   -----------   --------

    $   1.00             6,200   0.93     $  1.00       6,200     $  1.00
    $  10.00             8,000   2.75     $ 10.00       8,000     $ 10.00
                     ---------                      ---------
                        14,200                         14,200
                     =========                      =========

  Warrants
  --------
  Common  stock  warrants  issued  and  outstanding  at  June  30,  2007  are
  summarized as follows:

                                                Weighted         Weighted
                                                 average         average
    Range of exercise price           Number  remaining life  exercise price
    ----------------------           -------  --------------  --------------
    $0.05 to $4.50                    11,925       1.81          $  0.74
    $5.00                             20,320       2.67          $  5.00

  All outstanding warrants are exercisable at June 30, 2007.

  During the year ended June 30, 2007, there were no warrants granted.

  During the year ended June 30,  2006, warrants to purchase an aggregate  of
  5,120 shares of the Company's common stock were granted in connection  with
  additional borrowings from  Trident.  The warrants  have an exercise  price
  of $5.00, expire in November 2009 through  June 2011, and were valued at  a
  total of approximately $14,745 upon issuance.

  During the year ended June 30,  2005, warrants to purchase 2,000 shares  of
  the Company's common  stock were granted  in connection  with a  litigation
  settlement.  The  warrants  have  an  exercise  price of  $.05,  expire  in
  November 2009, and  were valued  at  $10,000 upon  issuance.  Additionally,
  warrants to  purchase 15,200  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 $5.00 and expire in November 2009.  The value  of
  the  warrants,  $60,040,   was  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 6,625  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
  $.05 per  share  from a  weighted average  exercise  price of  $104.50  per
  share.


 NOTE H - 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:

                                         2007          2006          2005
                                      ----------    ----------    ----------

    Tax benefit at statutory rate    $  (313,468)  $  (192,092)  $  (272,093)
    Change in valuation allowance    $   313,468   $   192,092   $   272,093
                                      ----------    ----------    ----------
                                     $         -   $         -   $         -
                                      ==========    ==========    ==========

  The components of the Company's deferred income taxes at June 30, 2007  and
  2006 are as follows:

                                                 2007         2006
                                              ----------   ----------
    Deferred tax assets
      Net operating loss carryforwards       $21,812,012  $21,498,544
                                              ----------   ----------
      Deferred tax asset                      21,812,012   21,498,544
      Valuation allowance                    (21,812,012) (21,498,544)
                                              ----------   ----------
                                             $         -  $         -
                                              ==========   ==========

  At June  30, 2007, the  Company has  net operating  loss carryforwards  for
  Federal income tax  purposes of approximately  $65.4 million  which may  be
  used to offset  future taxable income,  subject to significant  limitations
  and provisions of  the Internal Revenue  Code, and will  expire in  various
  amounts in the years 2008 through 2023 if not utilized.

  Due to  the limited  operations and  continuing net  operating losses,  the
  Company has not  filed Federal  or State income  tax returns  for the  last
  several years.   Management does  not believe that  any taxes  are due  for
  these years and thus any penalties or related interest would be  immaterial
  for the Company's financial position.


 NOTE I - 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.

  Settlement and Plan Termination

  All plan benefit  obligations were settled with  the purchase of  annuities
  totaling $583,730 on August 7, 2006.  In June 2007,  the Company  completed
  the spin  off  of five  of its  subsidiaries,  which included  the  defined
  benefit plan.

  The following table sets forth  the funded status of the Company's  defined
  pension plan at June 30 (measurement dates of June 1, 2007 and 2006):

                                                         Pension Benefits
                                                       ---------------------
                                                         2007         2006
                                                       --------     --------
  Change in benefit obligation
  Benefit obligation at beginning of year             $ 564,194    $ 613,280
  Interest cost                                          27,252       25,914
  Actuarial (gain)/loss                                  15,765      (30,525)
  Benefits paid                                        (607,211)     (44,475)
                                                       --------     --------
  Benefit obligation at end of year                   $      -0-   $ 564,194
                                                       ========     ========
  Change in plan assets
  Fair value of plan assets at beginning of year      $ 634,194    $ 621,711
  Actual return on plan assets                          (24,621)      56,958
  Benefits paid                                        (607,211)     (44,475)
  Spin-off of plan assets associated with
       Subsidiary spin-off (Note C)                      (2,362)           -
                                                       --------     --------
  Fair value of plan assets at end of year            $      -0-   $ 634,194
                                                       ========     ========
  Reconciliation of Funded status

  Funded Status (Underfunded)/Overfunded              $      -0-   $  70,000
  Unrecognized net actuarial loss (gain)                     --      (14,470)
                                                       --------     --------
     Net amount recognized                            $      -0-   $  55,530
                                                       ========     ========

  Amounts recognized in the statement of financial position consist of:

                                                  Pension Benefits
                                                ---------------------
                                                  2007         2006
                                                --------     --------

  Prepaid benefit cost                         $      -0-   $  55,530
                                                --------     --------
     Net amount recognized$                           -0-   $  55,530
                                                --------     --------

  The accumulated  benefit obligation for  the defined  benefit pension  plan
  was $0 and $564,194 at June 30, 2007 and 2006, respectively.

  Components of Net Periodic Benefit Cost

                                                  Pension Benefits
                                                ---------------------
                                                  2007         2006
                                                --------     --------
  Interest cost                                $  27,252    $  25,914
  Expected return on plan assets                 (30,141)     (26,336)
  Effect of Special Events                        56,057           --
                                                --------     --------
     Net periodic benefit cost                 $  53,168    $    (422)
                                                ========     ========


  Assumptions

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

                                                  Pension Benefits
                                                ---------------------
                                                  2007         2006
                                                --------     --------

  Discount rate                                    N/A         6.00%
  Rate of compensation increase                    N/A           --

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

                                                  Pension Benefits
                                                ---------------------
                                                  2007         2006
                                                --------     --------

  Discount rate                                   6.00%        5.00%
  Expected long-term return on plan assets        5.75%        5.00%
  Rate of compensation increase                    N/A          N/A


  Historical and  future  expected 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,
  2007 and 2006 by asset category are as follows:

                               Plan Assets at June 30:
                                   2007       2006
                                  ------     ------
  Asset Category
  --------------
  Equity securities                 N/A         33%
  Debt securities                   N/A         67%
                                  ------     ------
     Total                          N/A        100%
                                  ======     ======

  Equity securities include Principal Financial  Group, Inc. Common Stock  in
  the amount of $207,775 (33 percent of total plan assets) at June 30, 2006.

  Cash Flows

  Contributions
  -------------
  Due to the settlement of all plan obligations, the Company will not be
  required to contribute to the pension plan in the future.

  Estimated Future Benefit Payments
  ---------------------------------
  Due to the settlement of all plan obligations no future benefit payments
  will be made.


 NOTE J - NON-CASH INVESTING AND FINANCING ACTIVITIES

                                            2007         2006         2005
                                         ----------   ----------   ----------
 SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES

 Issuance of common stock in
   acquisition of intangible assets     $ 1,025,000   $        -  $    60,000
                                         ==========    =========   ==========
 Issuance of preferred stock
   in acquisition                       $         -   $        -  $       175
                                         ==========    =========   ==========
 Exercise of warrants into
   common stock                         $         -   $        -  $        (3)
                                         ==========    =========   ==========
 Issuance of warrants in connection
   with debt                            $         -   $   14,745  $    60,040
                                         ==========    =========   ==========
 Conversion of preferred stock
   to common stock                      $         -   $       (4) $       (40)
                                         ==========    =========   ==========
 In-process research and development
   costs acquired through assumption
   of debt                              $         -   $        -  $    86,644
                                         ==========    =========   ==========


 NOTE K - 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.


 NOTE L - RELATED PARTIES

  The Company's former 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.

  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.

  During the  year ended June  30, 2006,  the Company's  former CEO  advanced
  approximately $63,378 to the Company  for operating expenses.  At June  30,
  2006, amounts outstanding under  this advance totaled approximately  $9,246
  and  are  included in accrued expenses.  Such amounts were settled with the
  spin-off of certain subsidiaries as discussed in Note E.

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


 NOTE M - SELECTED QUARTERLY DATA (unaudited)

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


                                   Fiscal 2007 Quarter Ended                               Fiscal 2006 Quarter Ended
                       --------------------------------------------------    ----------------------------------------------------
                        Sept. 30,    Dec. 31,     March 31,     June 30,       Sept. 30,    Dec. 31,      March 31,     June 30,
                          2006         2006         2007          2007           2005         2005          2006          2006
                       ----------   ----------    ---------    ----------    ----------    ----------    ----------    ----------
 <S>                  <C>          <C>           <C>          <C>           <C>           <C>           <C>           <C>
 Net Sales                     $0           $0           $0            $0            $0            $0            $0            $0
 Gross Margin                  $0           $0           $0            $0            $0            $0            $0            $0
 % of net sales                 0%           0%           0%            0%            0%            0%            0%            0%

 Operating income
  (loss)                 $(64,434)    $(57,580)    $(46,808)     $(31,573)    $(158,252)     $(88,802)     $(26,723)     $(43,838)
 % of net sales                 0%           0%           0%            0%            0%            0%            0%            0%

 Net income (loss)      $(103,858)    $(66,541)    $(46,808)    $(596,995)    $(221,134)    $(138,076)     $(63,689)     $(78,042)
 % of net sales                 0%           0%           0%            0%            0%            0%            0%            0%

 Net income (loss)
  attributable to
  common shareholders   $(166,098)    $(66,541)    $(46,808)    $(595,995)    $(283,459)    $(200,401)    $(126,014)    $(140,367)
 % of net sales                 0%           0%           0%            0%            0%            0%            0%            0%

 Net income (loss)
  attributable to
  common shareholders
  per share - basic
  and diluted*             $(1.17)      $(0.02)      $(0.01)       $(0.17)       $(2.08)       $(1.46)       $(0.91)       $(1.02)

 *Difference in per share amounts between quarterly financial data and  year-
 end results are attributable to rounding.  All share and per share data give
 effect to a one for fifty (1:50) reverse stock split that was implemented on
 September 18, 2006, applied retroactively as if it occurred on July 1, 2004.
</TABLE>
<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

 2.2       Asset Purchase Agreement dated May 1, 2007 between the Company and
           Trident Growth Fund, LP. (filed as Exhibit "2.1" to the Company's
           Current Report on Form 8-K dated as of May 1, 2007, filed on
           May 7, 2007.)                                                  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. (filed as
           Exhibit "4.21" to the Company's Annual Report on Form 10-K for
           the fiscal year ended June 30, 2005 and incorporated herein by
           reference.)                                                    N/A

 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. (filed as Exhibit "10.2"
           to the Company's Annual Report on Form 10-K for the fiscal year
           ended June 30, 2005 and incorporated herein by reference.)     N/A

 10.3      Second Amendment to Loan Agreement dated November 10, 2004 between
           the Company and Trident Growth Fund, LP. (filed as Exhibit "10.3"
           to the Company's Annual Report on Form 10-K for the fiscal year
           ended June 30, 2005 and incorporated herein by reference.)     N/A

 10.4      Lease Agreement between the Company and Memshalah Realty dated
           May 5, 2005 pertaining to the property utilized as the corporate
           headquarters (filed as Exhibit "10.4" to the Company's Annual
           Report on Form 10-K for the fiscal year ended June 30, 2005
           and incorporated herein by reference.)                         N/A

 10.5      Third Amendment to Loan Agreement dated November 10, 2004 between
           the Company and Trident Growth Fund, LP. (filed as Exhibit "10.5"
           to the Company's Annual Report on Form 10-K for the fiscal year
           ended June 30, 2006 and incorporated herein by reference.)     N/A

 10.6      Fourth Amendment to Loan Agreement dated November 10, 2004 between
           the Company and Trident Growth Fund, LP. (filed as Exhibit "10.6"
           to the Company's Annual Report on Form 10-K for the fiscal year
           ended June 30, 2006 and incorporated herein by reference.)     N/A

 10.7      Fifth Amendment to Loan Agreement dated November 10, 2004
           between the Company and Trident Growth Fund, LP. (filed as
           Exhibit "10.3" to the Company's Current Report on Form 10-Q
           for the fiscal quarter ended September 30, 2006, filed on
           November 11, 2006.)                                            N/A

 21        Subsidiaries of the Company. (filed as Exhibit "21" to the
           Company's Annual Report on Form 10-K for the fiscal year ended
           June 30, 2006 and incorporated herein by reference.)           N/A

 23        Consent of Independent Certified Public Accountants. (filed as
           Exhibit "23" to the Company's Annual Report on Form 10-K for the
           fiscal year ended June 30, 2006 and incorporated herein by
           reference.)                                                    N/A

 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.                              69

 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.               71
 _______________
 *  Filed herewith.