Under the Securities Exchange Act of 1934
(Amendment No.   )*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following box.   (  )

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1. Security and Issuer

                   Ordinary Shares 0.5 pence
         
         VI GROUP plc
         The Mill, Brimscombe Port, Stroud, Gloucestershire GL5 2QG, U.K.

Item 2. Identity and Background.

(a)

Name:           Ezio Galardo

(b)

Residence or business address:           Via Ponte Chiusella angolo Via Gurgo
         10090 Romano Canavese (TO)
         Italy

(c)

Present Principal Occupation or Employment:           Technical Consultant

(d)

Criminal Conviction:           No

(e)

Court or Administrative Proceedings:           No

(f)

Item 3. Source and Amount of Funds or Other Consideration:

                   The issuer's predecessor Vero International Software S.r.l was formed in Italy in 1988 by Mr. Galardo, Donald Babbs and other investors.
         
          The issuer was incorporated in England on November 5, 1997 as Deepcredit Limited with 2 ordinary shares of ¢1 each being issued at par for cash to a nominee. It changed is name to VI Group Limited on February 25, 1998.
         
          On December 19, 1997, the issuer acquired Quota Interests of $210,000 nominal value in Vero International Software S.r.l., representing 78.936 per cent of the Quota Interests of that company.
         
          On February 12, 1998 the issuer acquired the remaining Quota Interests in Vero International Software S.r.l. which company then became a wholly-owned subsidiary of the issuer.
         
          On March 12, 1998, the issuer issued 14,299,600 shares of 0.5p each at par for $116,000 in cash.
         
          Mr. Galardo and his wife Caterina Alberico acquired 3,672,043 shares and 538,185 shares of the issuer respectively between March 12 and 16, 1998 for total cash consideration of $30,477 and $4,467 respectively. Mr. Galardo subsequently resold 510,006 shares and Ms. Alberico sold 74,748 shares on April 3, 1998 for $423,305 in the aggregate as part of the initial public offering of the issuer's shares on the Alternative Investment Market of the London Stock Exchange.
         
          Mr. Galardo's adult daughter Sabrina Galardo acquired 1,381,838 shares of the issuer between March 12 and March 16, 1998 for total cash consideration of $11,469. Ms. Galardo subsequently resold 191,922 shares on April 3, 1998 for $159,295 as part of the initial public offering of the issuer's shares on the Alternative Investment Market of the London Stock Exchange.
         
          On December 23, 1998, Mr. Galardo acquired an additional 58,500 shares of the issuer for $16,623 in cash.
         
          On October 28, 2002, the issuer's American Depository Receipts became listed for trading on the American Stock Exchange.

Item 4. Purpose of Transaction

            State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:

                  Mr. Galardo acquired all of the shares reported herein in connection with the original organization of the issuer's predecessor Vero International s.r.l. and the subsequent reorganization of that entity into the issuer as described in Item 3. On January 10, 2003, the issuer entered into a letter of intent with Hemisphere Capital relating to the possible purchase by Hemisphere Capital from issuer of between $2 and $4 million of preferred shares, subject to various contingencies. This transaction was reported by issuer in a report on Form 6K filed by issuer with the Securities and Exchange Commission on January 14, 2003.
         
          Mr. Galardo has no present plans or proposals which relate to or would result in:

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(a)

The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;

(d)

Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the issuer;

(f)

Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

(g)

Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

(h)

Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)

Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a)

         As of the date hereof, Mr. Galardo reports beneficial ownership of 4,873,890 Ordinary Shares of VI Group plc which shares include 3,220,537 shares owned directly and 463,437 shares owned by Mr. Galardo's wife, Caterina Alberico, and 1,189,916 shares owned by Mr. Galardo's adult daughter Sabrina Galardo who does not share the same household and as to which beneficial ownership is disclaimed.

(b)

         Mr. Galardo has sole authority to vote or dispose of shares listed in (a) as to which he is identified as the owner and for the purposes of this report may be deemed to have shared voting and dispositive authority with respect to shares as to which his spouse or daughter are identified as the owner.

(c)

         None

(d)

         Not applicable.

(e)

         Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

                   None.

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Item 7. Material to be Filed as Exhibits.

                   None.

Signature

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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