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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 000-13225
VPGI CORP.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Texas 75-1975147
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 802808 75380
Dallas, Texas (Zip Code)
(Address of principal executive offices)
(214) 263-3122
(Registrant's telephone number, including area code)
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 whether the Registrant is an accelerated filer
(as defined in rule 12b-2 of the Exchange Act). YES NO X
At April 30, 2005, there were 6,162,120 shares of Registrant's common
stock outstanding.
GENERAL INDEX
Page
Number
---------------------------------------------------------------------------
PART I.
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS..................... 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS................... 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK..................................... 13
ITEM 4. CONTROLS AND PROCEDURES............................... 13
PART II.
OTHER INFORMATION
ITEM 6. EXHIBITS.............................................. 13
SIGNATURES...................................................... 14
EXHIBIT INDEX .................................................. 14
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
VPGI CORP. and Subsidiaries
Consolidated Balance Sheets
March 31 June 30
2005 2004
----------- -----------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 211,598 $ -
Trade accounts receivable, net 27,111 -
----------- -----------
Total current assets 238,709 -
OTHER ASSETS
Pension Surplus 49,972 49,972
----------- -----------
Total other assets 49,972 49,972
----------- -----------
Total assets $ 288,681 $ 49,972
=========== ===========
VPGI CORP. and Subsidiaries
Consolidated Balance Sheets
March 31 June 30
2005 2004
----------- -----------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable, net of deferred loan costs $ 642,372 $ -
Accrued expenses 86,078 -
----------- -----------
Total current liabilities 728,450 -
----------- -----------
Total liabilities 728,450 -
STOCKHOLDERS' EQUITY
Preferred stock, cumulative, $1.00
par value; 1,000,000 shares authorized:
Series A, 30,000 shares issued and
outstanding (liquidation preference
of $30,000) 30,000 30,000
Series H, 2 shares issued and outstanding
(liquidation preference of $50,000) 2 2
Series K, 20 shares issued and outstanding
(liquidation preference of $500,000) 20 20
Series 2002-G, 196 shares issued and
outstanding (liquidation preference
of $4.9 million) 196 196
Series 2004-L, 175 shares issued and
outstanding (liquidation preference
of $1.75 million) 175 -
Common stock, $.001 par value; 80,000,000
shares authorized; 6,162,120 and 5,242,120 6,162 5,242
shares issued and outstanding at March 31,
2005 and June 30, 2004, respectively
Additional paid in capital 60,417,211 60,356,529
Accumulated deficit (60,893,535) (60,342,017)
----------- -----------
Total stockholders' equity (deficit) (439,769) 49,972
----------- -----------
Total liabilities and stockholders' equity $ 288,681 $ 49,972
=========== ===========
The accompanying notes are an integral part of these statements.
VPGI CORP. and Subsidiaries
Conolidated Statements of Operations
(Unaudited)
Three months ended Nine months ended
March 31 March 31 March 31 March 31
2005 2004 2005 2004
----------- ----------- ----------- -----------
Revenues
Product sales $ 95,750 $ - $ 95,750 $ -
Consulting and support services 475 - 975 -
----------- ----------- ----------- -----------
Total revenues 96,225 - 96,725 -
Cost of products and services
Cost of product sales 90,902 - 90,902 -
Cost of consulting and
support services - - - -
----------- ----------- ----------- -----------
Total cost of products and services 90,902 - 90,902 -
----------- ----------- ----------- -----------
Gross margin 5,323 - 5,823 -
Operating expenses
General and administrative 197,782 - 408,960 39,837
----------- ----------- ----------- -----------
Total operating expenses 197,782 - 408,960 39,837
Operating loss (192,459) - (403,137) (39,837)
Other (income) expense
Other (income) expense - - - (6,560)
Interest expense 52,710 - 78,143 -
----------- ----------- ----------- -----------
Total other (income) expense 52,710 - 78,144 (6,560)
----------- ----------- ----------- -----------
Net loss (245,169) - (481,280) (33,277)
Dividend requirements on
preferred stock (62,325) (1,075) (95,100) (3,225)
----------- ----------- ----------- -----------
Net loss attributable to common
stockholders $ (307,494) $ (1,075) $ (576,380) $ (36,502)
=========== =========== =========== ===========
Net loss per share attributable
to common stockholders - basic
and diluted $ (0.05) $ (0.00) $ (0.10) $ (0.01)
=========== =========== =========== ===========
Weighted average common shares
outstanding - basic and diluted 6,018,787 5,242,120 5,626,500 5,107,415
The accompanying notes are an integral part of these statements
VPGI CORP. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended March 31,
2005 2004
----------- -----------
Cash flows from operating activities
Net loss $ (481,280) $ (33,277)
Adjustments to reconcile net loss to
cash used in operating activities:
Amortization of debt discount 36,672 -
Acquired in-process research and development 148,421 -
Common stock issued - 756
Warrants to purchase common stock issued - 27,488
Changes in operating assets and
liabilities, net of effects of
acquisitions and dispositions:
Trade accounts receivable (27,111) -
Accounts payable and accrued liabilities 86,078 (4,850)
----------- -----------
Cash and cash equivalents used in
operating activities (237,220) (9,883)
Cash flows from investing activities
Acquisition of business, net of cash (86,645) -
----------- -----------
Cash and cash equivalents used in
investing activities (86,645) -
Cash flows from financing activities
Proceeds from issuance of notes payable 605,700 -
Preferred stock dividends declared (70,237) -
----------- -----------
Cash and cash equivalents provided
by financing activities 535,463 -
Net decrease in cash and cash equivalents 211,598 (9,883)
Cash and cash equivalents, beginning of period - 9,883
----------- -----------
Cash and cash equivalents, end of period $ 211,598 $ -
=========== ===========
Supplemental cash flow disclosures
Cash paid for interest $ 36,500 $ -
Non-cash investing and financing activities
Acquisition of intangible assets in exchange
for common stock, preferred Stock and
warrants to acquire common stock $ 61,776 $ -
Cashless exercise of common stock warrants $ 150 $ -
The accompanying notes are an integral part of these statements.
VPGI CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005
(Unaudited)
BASIS OF PRESENTATION
The interim consolidated financial statements and summarized notes
included herein were prepared, without audit, in accordance with accounting
principles generally accepted in the United States of America (U.S. GAAP)
for interim financial information, pursuant to rules and regulations of the
Securities and Exchange Commission. Because certain information and notes
normally included in complete financial statements prepared in accordance
with U.S. GAAP were condensed or omitted pursuant to such rules and
regulations, it is suggested that these financial statements be read
in conjunction with the Consolidated Financial Statements and the Notes
thereto, included in the Company's Annual Report on Form 10-K for the
preceding fiscal year. These interim financial statements and notes hereto
reflect all adjustments which are, in the opinion of management, necessary
for a fair statement of results for the interim periods presented. Such
financial results, however, should not be construed as necessarily
indicative of future earnings.
LOSS PER SHARE
Basic loss per share is based upon the weighted average number of
shares of common stock outstanding. Diluted loss per share is based upon
the weighted average number of shares of common stock outstanding plus the
number of additional common shares that would have been outstanding if
dilutive potential common shares had been issued. In all periods presented,
all potential common shares were anti-dilutive.
BUSINESS SEGMENT INFORMATION
The Company discontinued normal operations in December, 2002. Since
that date, no business segments have existed.
CONCENTRATION OF CREDIT RISK
Revenues and accounts receivable for the quarter ended March 31, 2005
were to a single customer associated with the Company's resumption of
operations in connection with the acquisition of Venture Pacific Group, Inc.
discussed below. Management expects that this concentration will be reduced
as the Company becomes active in the licensing of radio frequency
identification ("RFID") technologies.
STOCK-BASED COMPENSATION
The Company issued 400,000 stock options to employees during the three
month period ended March 31, 2005. The stock options vested immediately
and are exercisable for 5 years at $0.20 per share. No material vesting
occurred with regard to any other outstanding employee stock options during
the current fiscal period.
In December 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure" (SFAS 148) which
amends Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS 123). SFAS 148 provides alternative methods
of transition for voluntary change to the fair value based method of
accounting for stock-based employee compensation and requires disclosures
in annual and interim financial statements of the effects of stock-based
compensation as reflected below.
The Company continues to account for its stock options under the
recognition and measurement principles of Accounting Principles Board
Opinion No. 25 "Accounting for Stock Issued to Employees," (APB25) and
related Interpretations. No stock based employee compensation expense
related to the Company's stock options is reflected in the net loss, as all
options granted under the plan had an exercise price equal to the market
value of the underlying common stock on the date of grant.
The following table illustrates the effect on net loss and loss per
share if the Company had applied the fair value recognition provisions of
SFAS 123 to stock-based compensation.
Three Months Ended Nine Months Ended
March 31 March 31 March 31 March 31
2005 2004 2005 2004
---------- ---------- ---------- ----------
Net loss, as reported $ (307,494) $ (1,075) $ (576,380) $ (36,502)
Deduct: Total stock-based
employee compensation
expense determined using
the fair value based
method for all awards $ (1,320) $ - $ (1,320) $ (13,125)
---------- ---------- ---------- ----------
Pro forma net loss $ (308,814) $ (1,075) $ (577,700) $ (49,627)
========== ========== ========== ==========
Loss per share
As reported $ (0.05) $ (0.00) $ (0.10) $ (0.01)
Pro forma $ (0.05) $ (0.00) $ (0.10) $ (0.01)
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:
Three Months Ended Nine Months Ended
March 31 March 31 March 31 March 31
2005 2004 2005 2004
---------- ---------- ---------- ----------
Expected volatility 228% - 228% 150%
Risk-free interest rate 4.00% - 4.00% 0.90%
Expected lives 5 years - 5 years 5 years
Dividend yield - - - -
RECENT PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share
Based Payment" ("SFAS No. 123(R)"). SFAS No. 123(R) supersedes APB Opinion
No. 25, "Accounting for Stock Issued to Employees," and amends SFAS No. 95,
"Statement of Cash Flows." Generally, the approach in SFAS No. 123(R) is
similar to the approach described in SFAS No. 123. SFAS No. 123(R) must be
adopted by the Company by July 1, 2005. Currently, the Company uses the
recognition and measurement principles of APB 25 to account for its stock
options. Management does not anticipate that adoption of SFAS No. 123(R)
will have a material impact on the Company's stock-based compensation
expense.
MERGER TRANSACTION
On November 10, 2004 the Company signed an Agreement and Plan of Merger
(the "Agreement") to acquire another company, Venture Pacific Group, Inc.
("VPG"). The merger was effected by merging a new subsidiary of the Company
into VPG, resulting in VPG being the surviving entity and a wholly-owned
subsidiary of the Company. The merger was effective upon issuance of the
Certificate of Merger by the Texas Secretary of State on November 16, 2004.
The acquisition resulted in the issuance to VPG shareholders of
approximately 770,000 new shares of common stock of the Company, which were
valued at approximately $60,000, according to the stock price on November
10, 2004. The exchange ratio consisted of one share of common stock of the
Company ("Common Stock") for each ten shares of VPG common stock held by VPG
shareholders.
The Company also issued to Trident Growth Fund, LP ("Trident") a new
series of preferred stock, Series 2004-L Preferred Stock (the "Preferred
Stock"), to retire an outstanding series of preferred stock of VPG. The
Preferred Stock has a liquidation value of $1.75 million and is convertible
at the option of the holder into a total of 1.75 million shares of Common
Stock at any time after six months from the issue date. 14% cumulative
dividends accrue on the Preferred Stock, which are payable as follows: 4%
dividends are payable quarterly and 10% dividends shall accumulate and be
payable upon (a) the conversion of the Preferred Stock to Common Stock,
(b) the redemption of the Preferred Stock, or (c) such time as the Company
generates positive cash flow sufficient to pay such dividends. These
preferred shares were valued at $175.
Concurrently with the acquisition of VPG, the Company borrowed $700,000
from Trident and executed a Convertible Note (the "Note") payable at the
earlier of: (i) November 10, 2005; (ii) the closing date of the Company's
next public offering; or (iii) the date of any change of control of the
Company, as defined therein. Interest is payable monthly on the Note at
the rate of 14% per annum. The Note is convertible into Common Stock at any
time on or after the six month anniversary of the date of issue of the Note,
at a per share conversion price equal to the average of the closing prices
of the Common Stock for the three business days ending on any conversion
date.
In connection with the merger, the Company issued to Trident warrants
to purchase 760,000 shares of Common Stock, exercisable for five years at
an exercise price of $.10 per share. The warrants were valued at $1,600.
In accordance with Statement of Financial Accounting Standards No.
141, "Business Combinations", the Company has accounted for the merger
transaction using the purchase method of accounting. The results of VPG's
operations have been included in the financial statements since the date of
acquisition. With the acquisition of VPG, the Company expects to become
active in the licensing of radio frequency identification technologies to
integrate with its own technologies to develop applications in specialty
areas.
The following table summarizes the estimated value of the assets
acquired and liabilities assumed at the date of acquisition.
Intangible assets $ 148,421
Current liabilities assumed 86,645
----------
Net assets acquired $ 61,776
==========
The $148,421 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.
Upon consolidation, all intercompany accounts and transactions have
been eliminated.
The following table summarizes unaudited pro forma financial
information of the Company as if the acquisition of VPG was completed
July 1, 2003 for the three months and nine months ended March 31, 2004
and March 31, 2005. The unaudited pro forma financial information reflects
adjustments for the timing of the write off of in-process research and
development and for the number of shares outstanding.
Three Months Ended Nine Months Ended
March 31, March 31, March 31, March 31,
2005 2004 2005 2004
---------- ---------- ---------- ----------
Net Operating Revenues $ 96,225 $ - $ 101,725 $ 24,961
Net loss attributable
to common stockholders $ (307,494) $ (17,444) $ (715,880) $ (796,046)
Net loss per share
attributable to common
stockholders - basic
and diluted $ (0.05) $ (0.00) $ (0.12) $ (0.14)
RETIREMENT PLAN
Prior to a subsidiary's bankruptcy filing in 1992, the subsidiary had a
defined benefit plan, which covered substantially all full-time employees.
The following table presents the components of net periodic pension cost
recognized in earnings for the three and nine months ended March 31, 2005
and 2004 in accordance with the provisions of SFAS No. 132 (revised 2003),
Employers' Disclosures about Pensions and Other Postretirement Benefits:
Three Months Ended Nine Months Ended
March 31, March 31,
2005 2004 2005 2004
------ ------ ------ ------
Service cost $ - $ - $ - $ -
--------------------------------------------------------------
Interest cost 6,647 6,330 19,941 18,990
--------------------------------------------------------------
Expected return
on plan assets (7,931) (8,940) (23,793) (26,820)
--------------------------------------------------------------
Amortization
of prior
service cost - - - -
--------------------------------------------------------------
Amortization of
net (gain) loss - - - -
--------------------------------------------------------------
Effect of special
events - 84 - 252
--------------------------------------------------------------
Net periodic
benefit cost $(1,284) $(2,526) $(3,852) $(7,578)
--------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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, such as 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 other 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 changes 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.
Overview
The Company previously offered enhanced digital media solutions, as
well as contact center customer service solutions through CIMphony[TM], a
suite of computer telephony integration software products and services. This
operation was discontinued in December 2002. We acquired Venture Pacific
Group, Inc. ("VPG") in November 2004 to capitalize upon and apply our
technical expertise and our existing technologies to the field of radio
frequency identification ("RFID"). We intend to license and to develop
applications in specialty areas, such as anti-counterfeiting of drugs,
medical devices, and logistical systems, and plan to concentrate on Asian
deployment, primarily to China. We also plan to participate in other
business ventures and opportunities as they may present themselves. For
example, our revenues during the past two fiscal quarters were derived
primarily from the telecommunications (cell phone) industry. We are
continuing to evaluate all of our options and may continue to consider
seeking a buyer, a merger candidate or an acquisition of another viable
business.
The following discussion provides information to assist in the
understanding of our financial condition and results of operations for the
fiscal quarter ended March 31, 2005. It should be read in conjunction with
the Consolidated Financial Statements and Notes thereto appearing in our
Annual Report on Form 10-K for fiscal year ended June 30, 2004.
Results of Operations
Revenues. We report revenues of $96,225 for the three months ended
March 31, 2005 and no revenues for the three months ended March 31, 2004.
For the nine months ended March 31, 2005 total revenues increased to $96,725
compared to zero for the same period last year. Revenues for the three and
nine months ended March 31, 2005 consisted primarily of proceeds from sales
of refurbished cell phones into the Asian market.
Gross Margin. Gross margin for the three months ended March 31, 2005
was $5,323 and zero for the three months ended March 31, 2004. Gross margin
for the nine months ended March 31, 2005 was $5,823, compared to zero for
the same period last year.
Operating Expenses. Total operating expenses for the three months
ended March 31, 2005 increased to $197,782 compared to zero for the same
quarter last year. Total operating expenses for the nine months ended March
31, 2005 increased to $408,960 compared to $39,837 for the same period last
year. Significant components of operating expenses for the three and nine
months ended March 31, 2005 and 2004 consisted of the following:
Three Months Ended Nine Months Ended
March 31, March 31, March 31, March 31,
2005 2004 2005 2004
---------- ---------- ---------- ----------
Compensation $ 59,017 $ - $ 59,017 $ 5,760
Legal expense and
professional fees 62,275 - 82,863 26,485
Write off of acquired
research and development - - 148,421 -
Travel 40,626 - 49,435 -
Contract Labor 11,970 - 41,970 -
Other 23,894 - 27,254 7,592
---------- ---------- ---------- ----------
Total $ 197,782 $ - $ 408,960 $ 39,837
========== ========== ========== ==========
During the nine months ended March 31, 2004, another business venture
utilized the former corporate headquarters and made the lease payments.
As of December 31, 2003, this business venture had vacated the premises.
The lease term expired on November 30, 2004 and the balance of the lease
obligation is considered a contingent liability of the Company, dependent
upon the landlord re-leasing the space to another tenant.
"Other" expenses include public company cost, telephone, office,
insurance and other general and administrative expenses. The increase in
operating expenses for the period is attributable to the Company resuming
business activity with the acquisition of Venture Pacific Group, Inc.
("VPG") during November 2004.
Liquidity and Capital Resources
Cash Flows from Operations. Cash used in operations for the nine
months ended March 31, 2005 and 2004 was $237,220 and $9,883, respectively.
Cash Flows from Investing Activities. During the nine months ended
March 31, 2005, we used net cash from investing activities of $86,645 for
the acquisition of VPG. During the nine months ended March 31, 2004 we
engaged in no investing activities.
Cash Flows from Financing Activities. During the nine months ended
March 31, 2005 approximately $535,463 was provided by financing activities.
The primary components of the financing activities for the nine months
ended March 31, 2005 were $605,700 proceeds from the issuance of short-term
debt and a declaration of Preferred Stock Dividends for $70,238. During the
nine months ended March 31, 2004 we engaged in no financing activities.
Going Concern
We incurred net losses of $20,355, $3,435,735 and $2,733,434 for the
years ended June 30, 2004, 2003 and 2002, respectively, and in December 2002
we laid off all of our employees and discontinued normal operations. These
conditions raise substantial doubt about the Company's ability to continue
as a going concern.
Before we discontinued normal operations in 2002, we offered enhanced
digital media solutions and call center computer telephony integration
software products and services. With the acquisition of Venture Pacific
Group, Inc. ("VPG") in November 2004 we expect to become active in licensing
RFID technologies to integrate with our own technologies to develop RFID
applications in specialty areas, such as anti-counterfeiting of drugs,
medical devices, and logistical systems. It is too early to tell if our new
business model will be successful; however, with the concurrent financing
from Trident and the acquisition of VPG, coupled with our relatively low
current overhead, the outlook for generating sufficient cash to support our
operations for the next twelve months appears to be favorable. However, if
we are unable to achieve a positive cash flow from the foregoing, additional
financing or equity placements may again be necessary. Although we believe
that sufficient financing resources are available, such resources may not
continue to be available to us or they may not be available upon favorable
terms.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which may
adversely affect our financial position, results of operations and cash
flows. In seeking to minimize the risks from interest rate fluctuations, we
manage exposures through our regular operating and financing activities. We
do not use financial instruments for trading or other speculative purposes
and we are not a party to any leveraged financial instruments. We are
exposed to interest rate risk primarily through our borrowing activities,
which are described in the "Long-Term Debt" Notes to the Consolidated
Financial Statements of our Annual Report on Form 10-K for fiscal year
ended June 30, 2004, which are incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Our Chief Executive
Officer has reviewed and evaluated the effectiveness of our disclosure
controls and procedures (as defined in Exchange Act Rules 240.13a-15(e) or
15d-15(e)) as of the end of the period covered by this report. Based on
that evaluation, the Chief Executive Officer has concluded that our current
disclosure controls and procedures provide him with reasonable assurance
that they are effective to provide him with timely material information
relating to us required to be disclosed in the reports we file or submit
under the Exchange Act.
Annual report on internal control over financial reporting. Based upon
the most recent pronouncements of the Securities and Exchange Commission,
our first annual report on internal control over financial reporting is due
for inclusion in our annual report on Form 10-K for the twelve month period
ending June 30, 2007. We expect to begin the process during next fiscal
year of identifying a framework to use to evaluate the effectiveness of our
internal control over financial reporting as required by Rule 13a-15(c)
under the Securities Exchange Act of 1934.
Changes in Internal Control over Financial Reporting. Our management
has evaluated whether any change in our internal control over financial
reporting occurred during the last 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.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Reference is made to the Exhibit Index of this Form 10-Q for a list of
all exhibits filed with and incorporated by reference in this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VPGI Corp.
(Registrant)
By: /s/ PATRICK A. CUSTER
-------------------------------
Patrick A. Custer
Chief Executive Officer
and Principal Financial Officer
Date: May 13, 2005
VPGI CORP.
and Subsidiaries
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibits Page Number
----------------------------------------------------------------------------
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. 15
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. 17
_______________
* Filed herewith.