SecProbe.io

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Mail Stop 0407
      							March 8, 2005

Via U.S. Mail and Fax (214-853-5250)
Mr. Patrick A. Custer
Chief Executive Officer
VPGI Corp
P.O. Box 802808
Dallas, TX  75380

	RE:	VPGI Corp
      Form 10-K for the fiscal year ended June 30, 2004
		Filed October 13, 2004
		File No. 0-13225

Dear Mr. Custer:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Annual Report on Form 10-K for the period ended June 30, 2004

Item 9 - Changes in and disagreements with accountants on
accounting
and financial disclosure

1. Revise to include the disclosures required by Item 304 of
Regulation S-K in accordance with Item 9 of this form.

Item 9A - Controls and procedures

2. Revise to furnish the information required by Item 308 of
Regulation S-K.

Footnote B -  Going Concern Matters

3. We note that your financial statements have been presented on
the
basis that the Company is a going concern.  In addition, we note
the
Company`s merger agreement executed November 16, 2004.  Tell us
how
you considered the guidance in Section 607.02 of the Financial
Reporting Codification (FRR 607.02) with respect to the Company`s
future plans to overcome financial difficulties.  Your disclosures
should discuss a viable plan that has the reasonable capability of
removing the threat to the continuation of the business during the
twelve month period following the most recent balance sheet
presented. This disclosure should be an integral part of both
management`s discussion and analysis of liquidity and the notes to
the financial statements, and updated on a quarterly basis as
necessary.  Expand this discussion to specifically include the
manner
in which you intend to generate future revenues.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.  You may contact Dave Walz, Staff Accountant, at (202)
824-
5686 or Ivette Leon, Senior Staff Accountant, at (202) 942-1982 if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 942-1990 with any
other
questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

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Mr. Patrick A. Custer
VPGI Corp
March 8, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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