SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                                February 12, 2004
                                -----------------

                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
                                  VG TECH INC.
                                  ------------

             (Exact name of registrant as specified in its charter)


                                     NEVADA
                                     ------

                 (State or other jurisdiction of incorporation)
     0-50163                                              52-2357931
     ----------                                          ----------
(Commission  File  Number)                             (IRS  Employer
                                                       Identification  No.)

           4676 WEST 6TH AVENUE, SUITE A, VANCOUVER, BC CANADA V6R 1V7
           -----------------------------------------------------------
               (address of principal executive offices) (Zip Code)

                                  604-710-4272
              (Registrant's telephone number, including area code)



ITEM  5.  OTHER  EVENTS.

In  the Final Amendment of the VG Tech, Inc. 10K-SB which was filed May 29, 2003
the  company  stated  within  that  document  that:

"The  Company  completed  an  offering  of 38,000 shares of Common Stock to - 76
purchasers  at  a  price  of  $0.02  per share from December 27, 2002 through to
December 30, 2002 pursuant to Rule 504 of Regulation D of the Act.  The offering
was  completed  to  persons known to the officers and directors of the Company."

This  offering  totaled  a  value of US$760.  The company was notified that this
offering  was  improperly  documented  and  for this reason VG Tech, Inc did not
issue the stock to these 76 shareholders.  While the offering was declared, this
stock  was  never  issued and the company on December 22, 2003, has attempted to
refund  the  US$760  to  the  shareholders.  The  company's shareholder list has
always  reported  17,477,000  shares  issued and outstanding which is consistent
with  this  action.


                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                          VG TECH, INC

                                               /s/  Steve  Livingston
                                          By:  ----------------------------
                                               Steve  Livingston
Date:  February  12,  2004                     Chief  Executive  Officer