SecProbe.io

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                              BILLY J. ROBINSON
                         Attorney & Counselor at Law

 THE ATRIUM                                                TEL (972) 747-0388
 1333 W. MCDERMOTT                                         FAX (469) 519-2494
 SUITE 200                                            bjr@robinsonlawfirm.net
 ALLEN, TEXAS  75013                                  www.robinsonlawfirm.net

                                March 21, 2005

 Securities and Exchange Commission
 Division of Corporation Finance
 450 Fifth Street, N.W.
 Washington, D.C.  20549

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

 Ladies and Gentlemen:

      Please see the following responses to your comments of March 8, 2005.

 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.

 Response to Comment No. 1.
 --------------------------
      Future filings will be revised in accordance with the Staff's comment,
 as follows:

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

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

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

 Item 9A - Controls and procedures
 ---------------------------------

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

 Response to Comment No. 2.
 --------------------------

       Future filings will be revised in accordance with Item 308 (a) and (b)
 of Regulation S-K, as those requirements become applicable to Registrant,
 and in accordance with the Staff's comment relating to Item 308 (c) of
 Regulation S-K, as follows:

      Changes in Internal Control Over Financial Reporting - Registrant's
 management has evaluated whether any change in Registrant's internal control
 over financial reporting occurred during the fourth fiscal quarter [in the
 case of a 10-K report] or during the last fiscal quarter [in the case of a
 10-Q report.]  Based on that evaluation, management concluded that there has
 been no change in Registrant's internal control over financial reporting
 during the relevant period that has materially affected, or is reasonably
 likely to materially affect, Registrant's internal control over financial
 reporting.

 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.

 Response to Comment No. 3.
 --------------------------

      There were no plans in place to liquidate or dissolve the Company.
 Section 607.02 of the Financial Reporting Codification (FRR 607.02) states
 "financial statements will be considered false and misleading if those
 statements are prepared on the assumption of a going concern but should
 be more appropriately based on the assumption of liquidation or if
 classification and amounts of assets and liabilities should otherwise be
 adjusted."  As of the balance sheet date, June 30, 2004, the Company had one
 asset, pension surplus, in the amount of $49,972 that was in trust to fund
 future pension obligations.  On that date, there were no liabilities.  Thus,
 at June 30, 2004, there was no material difference between the amounts that
 would have been presented on the assumption of liquidation or on the basis
 that the Company is a going concern.

      FRR 607.02 states, "Moreover, filings containing accountant's reports
 that are qualified as a result of questions about the entity's continued
 existence must contain appropriate and prominent disclosure of the
 registrant's financial difficulties and viable plans to overcome those
 difficulties."  The accountant's report did contain an explanatory paragraph
 reflecting accountant's uncertainty about the Company's ability to continue
 as a going concern in accordance with AUS341.12.  In addition to other areas
 throughout the financial statements, Note B to the financial statements
 contained appropriate and prominent disclosures specifically addressing the
 registrant's financial difficulties and management's plans to overcome those
 difficulties.

      Note B - Going Concern Matters did disclose the principal conditions
 that raised questions about the entities ability to continue as a going
 concern, the possible effects of such conditions, and management's
 evaluation of the significance of those conditions and management's
 plan to mitigate those conditions.

      At the date of the issuance of the June 30, 2004 financial statements,
 the merger agreement had not been executed or announced.  For this reason,
 there was no mention of that particular transaction, although the note
 did contain a statement that the Company "... may consider ... a merger
 candidate or an acquisition of a viable business."  At the date of the
 issuance of the report, there were no specific plans in place to generate
 future revenues.

      The notes to the financial statements have been updated on quarterly
 financial statements as necessary to disclose facts relative to the November
 16, 2004 merger.

      In all future filings, including interim financial statements, the
 Company will specifically disclose going concern issues and updates
 regarding those issues.

      Thank you for your courtesy and consideration.

                                    Sincerely,

                                    /s/ Billy J. Robinson

                                    Billy J. Robinson
                                    Attorney for VPGI Corp.
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