UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





Form
10-K











(Mark
one)


x
            Annual Report Under Section 13
      or 15(d) of The Securities Exchange Act of
  1934





For
      the fiscal year ended December 31,
2008





o
            Transition Report Under Section
      13 or 15(d) of The Securities Exchange Act of
  1934





For the transition period from
______________ to _____________











Commission
File Number: 000-53248





HPC
Acquisitions, Inc.


(Exact
Name of Registrant as Specified in Its Charter)





Nevada
              68-0635204(State
      of Incorporation)
              (I.
      R. S.  Employer ID
Number)





10935
57th
Avenue North, Plymouth MN 55442


(Address
of Principal Executive Offices)





(952)
541-1155


(Registrant’s
Telephone Number)










Securities
registered pursuant to Section 12 (b) of the Act - None





Securities
registered pursuant to Section 12(g) of the Act: - Common Stock - $0.001 par
value










Indicate
by check mark if the registrant is a well known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  o  No  x








Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes  x  No o





Indicate
by check mark whether the registrant has (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.Yes o  No o    NOTE:
The registrant is a voluntary filer under the Exchange Act and has filed all
reports called for by the Exchange Act during the past 12 months (or such
shorter period since the registrant began voluntary filing).





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):





Large
      accelerated filer  o
              Accelerated
      filer  oNon-accelerated
      filer  o
              Smaller
      reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes  x  No 
o





The
aggregate market value of voting and non-voting common equity held by
non-affiliates as of February 17, 2009 was approximately $98,400 based upon
984,000 shares held by non-affiliates and a closing market price of $0.10 per
share on December 16, 2008.





As of
February 17, 2009, there were 6,984,000 shares of Common Stock issued and
outstanding.









HPC
Acquisitions, Inc.





Index
to Contents





Page
      NumberPart
      IItem 1
                      Business
                      3Item 1A
                      Risk Factors
                      5Item 2
                      Properties
                      5Item 3
                      Legal Proceedings
                      5Item 4
                      Submission of Matters to a Vote of Security
      Holders
                      6Part
      IIItem 5
                      Market for Registrant’s Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity Securities
                      6Item 6
                      Selected Financial Data
                      6Item 7
                      Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                      6Item 7A
                      Quantitative and Qualitative Disclosures About Market
      Risk
                      10Item 8
                      Financial Statements and Supplementary Data
                      10Item 9
                      Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
                      10Item 9A
                      Controls and Procedures
                      10Item 9B
                      Other Information
                      11Part
      IIIItem 10
                      Directors, Executive Officers and Corporate
      Governance
                      11Item 11
                      Executive Compensation
                      12Item 12
                      Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
                      13Item 13
                      Certain Relationships and Related Transactions, and Director
      Independence
                      13Item 14
                      Principal Accountant Fees and Services
                      14Part
      IVItem 15
                      Exhibits and Financial Statement Schedules
                      15Signatures
                      
                      16





2


Caution Regarding
Forward-Looking Information





Certain
statements contained in this annual filing, including, without limitation,
statements containing the words "believes", "anticipates", "expects" and words
of similar import, constitute forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.





Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; existing government regulations
and changes in, or the failure to comply with, government regulations; adverse
publicity; competition; fluctuations and difficulty in forecasting operating
results; changes in business strategy or development plans;
business  disruptions; the ability to attract and retain qualified
personnel; and other factors referenced in this and previous
filings.





Given
these uncertainties, readers of this Form 10-K and investors are cautioned not
to place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.





PART
I





Item 1 - Business





General





HPC
Acquisitions, Inc. (“Company”) was initially formed under the laws of the State
of Minnesota as Herky Packing Co. on July 17, 1968.  On July 24, 1968,
the Company acquired certain of the assets and goodwill of Anderson Provision
Company (“Anderson”) in exchange for 17,500 shares of common stock and a
promissory note.  At the time of this transaction, Anderson had been
in the business of producing and marketing beef jerky since 1965.  The
acquisition of Anderson enabled the Company to engage in its primary line of
business of producing and marketing meat snack foods, principally beef jerky,
smoked dried beef and snack sausages, through food brokers, distributors and
wagon jobbers.  On December 2, 1968, the Company commenced the sale of
common stock pursuant to an Offering Circular in accordance with Regulation A of
the Securities Act of 1933, as amended (Securities Act), in a self-underwritten
offering to provide needed capital for the Company’s operations.  This
Circular offered up to 120,000 shares of the Company’s common stock at a price
of $2.20 per share.  The shares were offered through the Company’s
officers and directors on a best-efforts basis.  The Company sold an
aggregate 120,000 shares for gross proceeds of $264,000 under this
Offering.





The
Company’s efforts to operate in the snack food business were unsuccessful and
all operations were terminated by the end of 1970.





On April
10, 1972, the Company changed its corporate name to H.P.C.
Incorporated.  In connection with this name change, the Company
acquired Ed Stein’s Tire Center, Inc, a Minneapolis, Minnesota-based distributor
of Gates tires.  This acquisition was unsuccessful and the tire
business was disposed of in 1973.





Since
December 31, 1973, the Company has had no operations, assets or significant
liabilities.





In 1999,
the Board of Directors of the Company appointed Craig S. Laughlin to serve as
the sole officer and director of the Company, replacing the former sole officer
and director who had served in such capacity since 1972.





On August
7, 2006, the Company changed its state of incorporation from Minnesota to Nevada
by means of a merger with and into HPC Acquisitions, Inc., a Nevada corporation
formed on June 7, 2006, solely for the purpose of effecting the
reincorporation.  The Articles of Incorporation and Bylaws of the
Nevada corporation are the Articles of Incorporation and Bylaws of the surviving
corporation.  Such Articles of Incorporation modified the Company’s
capital structure to allow for the issuance of up to 50,000,000 shares of $0.001
par value common stock and up to 10,000,000 shares of $0.001 par value preferred
stock.  Through the merger each outstanding share of the common stock
of the predecessor Minnesota company became one share of the Nevada
corporation.





Business
Plan





Our
current business plan is to seek and identify a privately-held operating company
desiring to become a publicly held company by combining with us through a
reverse merger or acquisition type transaction.  Private companies
wishing to have their securities publicly traded may seek to merge or effect an
exchange transaction with a shell company with a significant stockholder base.
As a result





3


of the
merger or exchange transaction, the stockholders of the private company will
hold a majority of the issued and outstanding shares of the shell
company.  Typically, the directors  and officers of the
private company become the directors and officers of the
shell  company.  Often the name of the private company
becomes the name of the shell company.





We have
no capital and must depend on Craig S. Laughlin, our sole officer and director,
to provide us with the necessary funds to implement our business plan. We intend
to seek opportunities demonstrating the potential of long-term growth as opposed
to short-term earnings.  However, at the present time, we have not
identified any business opportunity that we plan to pursue, nor have
we  reached any agreement or definitive understanding with any person
concerning an acquisition or merger.





Mr.
Laughlin , as our sole officer and director, will be primarily responsible for
investigating combination  opportunities.  However, we
believe that business opportunities may also come to our attention from various
sources, including  professional advisors such as attorneys, and
accountants, securities broker-dealers,
venture  capitalists,  members of the financial community,
and others who may present unsolicited proposals.  We have no plan,
understanding, agreements, or commitments with any individual for such person to
act as a finder of opportunities for us.





No direct
discussions regarding the possibility of a combination are currently ongoing and
we can give no  assurances  that we will be successful in
finding or acquiring a desirable business opportunity, given the limited funds
that are expected to be available to us for implementation of our business
plan.  Furthermore, we can give no assurances that any acquisition, if
it occurs, will be on terms that are favorable to us or our current
stockholders.





We do not
propose to restrict our search for a candidate to any particular geographical
area or industry, and therefore,  we are unable to predict the nature
of our future business operations.  Our  management's
discretion in the selection of business opportunities is unrestricted, subject
to the availability of such opportunities, economic conditions, and other
factors.





Any
entity which has an interest in being acquired by, or merging into us, is
expected to be an entity that desires to become a public company and establish a
public trading market for its securities.  In connection with such a
merger or  acquisition, it is anticipated that an amount of common
stock constituting control of us would be issued by us.





It is
possible that we may enter into a merger or acquisition transaction with a
business with which Mr. Laughlin may  be providing consulting or other
financial services.





Investigation and Selection
of Business Opportunities





Certain
types of business acquisition transactions may be completed without requiring us
to first submit the transaction to our stockholders for their
approval.  If the proposed transaction is structured in such a fashion
our stockholders (other than Mr. Laughlin, our majority stockholder) will not be
provided with financial or other information relating to the candidate prior to
the completion of the transaction.





If a
proposed business combination or business acquisition transaction is structured
that requires our stockholder approval, and we are a reporting company, we will
be required to provide our stockholders with information as applicable under
Regulations 14A and 14C under the Securities Exchange Act of 1934, as amended
(Exchange Act).





The
analysis of business opportunities will be undertaken by or under the
supervision of Craig S. Laughlin, our  president and sole
director.  In analyzing potential merger candidates, our management
will consider, among other things, the following factors:





·
            Potential
      for future earnings and appreciation of value of
    securities;


·
            Perception
      of how any particular business opportunity will be received by the
      investment community and by our
stockholders;


·
            Eligibility
      of a candidate, following the business combination, to qualify its
      securities for listing on a national  exchange or on a national
      automated securities quotation system, such as
  NASDAQ.


·
            Historical
      results of operation;


·
            Liquidity
      and availability of capital
resources;


·
            Competitive
      position as compared to other companies of similar size and experience
      within the industry segment as well as within the industry as a
      whole;


·
            Strength
      and diversity of existing management or management prospects that are
      scheduled for recruitment;


·
            Amount
      of debt and contingent liabilities;
and


·
            The
      products and/or services and marketing concepts of the target
      company.





4


There is
no single factor that will be controlling in the selection of a business
opportunity.  Our management will attempt to analyze all factors
appropriate to each  opportunity and make a determination based upon
reasonable investigative  measures and available
data.  Potentially available business opportunities may occur in many
different industries and at various stages of development, all of which will
make the task of comparative  investigation and analysis of such
business opportunities extremely difficult and complex.  Because of
our limited capital available for investigation and our dependence on one
person,  Craig S. Laughlin, we may not discover or adequately evaluate
adverse facts about the business opportunity to be acquired.





We are
unable to predict when we may participate in a business
opportunity.  We expect, however, that the analysis of specific
proposals and the selection of a business opportunity may take several
months.





Prior to
making a decision to participate in a business transaction, we will generally
request that we be provided with written materials regarding the business
opportunity containing as much relevant information as possible,
including,  but not limited to, a description of products, services
and company history; management resumes; financial
information;  available projections, with related assumptions upon
which they are based; an explanation of proprietary products
and  services; evidence of existing patents, trademarks, or service
marks, or rights thereto; present and proposed forms of  compensation
to management; a description of transactions between such company and its
affiliates during the relevant  periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if audited financial statements are
not  available, unaudited financial statements, together with
reasonable assurance that audited financial statements would be able to be
produced to comply with the requirements of a Current Report on Form 8-K to be
filed with the U. S. Securities  and Exchange Commission (Commission),
upon consummation of the business combination.





We
believe that various types of potential candidates might find a business
combination with us to be attractive.  These include candidates
desiring to create a public market for their securities in order to enhance
liquidity for current stockholders, candidates which have long-term plans for
raising capital through public sale of securities and believe that the prior
existence of a public market for their securities would be beneficial, and
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the  development of
a public market for their securities will be of assistance in that
process.  Companies, which have a need for an immediate cash infusion,
are not likely to find a potential business combination with us to be a prudent
business transaction alternative unless funding can be arranged to close
concurrently with the closing of the business combination.





Employees





The
Company currently has no employees. Management of the Company expects to use
consultants, attorneys and accountants as necessary, and does not anticipate a
need to engage any full-time employees so long as it is seeking and evaluating
business opportunities. The need for employees and their availability will be
addressed in connection with the decision whether or not to acquire or
participate in specific business opportunities.








Item 1A- Risk Factors





Not
applicable.








Item 2 - Properties





The
Company currently maintains a mailing address at 10935 57th Avenue
North, Plymouth, Minnesota 55442.  The Company’s telephone number
there is (952) 541-1155.  Other than this mailing address, the Company
does not currently maintain any other office facilities, and does not anticipate
the need for maintaining office facilities at any time in the foreseeable
future. The Company pays no rent or other fees for the use of the mailing
address as these offices are used virtually full-time by other businesses of the
Company’s sole officer and director.





It is
likely that the Company will not establish an office until it has completed a
business acquisition transaction, but it is not possible to predict what
arrangements will actually be made with respect to future office
facilities.








Item 3 - Legal Proceedings





The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.






5


Item 4 - Submission of Matters to a Vote of Security
Holders





The
Company has not conducted any meetings of stockholders during the preceding
quarter or periods subsequent thereto.








PART
II








Item 5- Market for the Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities





Market
for Trading and Eligibility for Future Sale





Pursuant
to a letter from the Financial Industry Regulatory Authority (FINRA) dated
October 14, 2008, the Company’s common stock was cleared for trading on the the
OTC Bulletin Board and Pink Sheets.  Information obtained from market
activity reports available on the nasdaq.com website shows that there was active
trading of the Company's common stock on only one day in 2008 consisting of
1,400 shares that traded on December 16, 2008 for $.10 per share.  As
of the date hereof, there is no Bid or Ask quoted for the Company’s common
stock.





At
February 17, 2009, there were approximately 191 holders of record of the
Company's Common Stock.





Dividends





Since its
inception, no dividends have been paid on the Company's common
stock.  Future dividends, if any, will be contingent upon the
Company’s revenues and earnings, if any, and capital requirements and financial
conditions.  The payment of dividends, if any, will be within the
discretion of the Company’s Board of Directors.  The Company presently
intends to retain all earnings, if any, and accordingly the Board of Directors
does not anticipate declaring any dividends prior to a business
combination.








Item 6 - Selected Financial Data





Not
applicable








Item 7 - Management’s Discussion and Analysis of Financial Condition
and Results of Operations





(1)
            Caution
      Regarding Forward-Looking
Information





Certain
statements contained in this annual filing, including, without limitation,
statements containing the words "believes", "anticipates", "expects" and words
of similar import, constitute forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.





Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; existing government regulations
and changes in, or the failure to comply with, government regulations; adverse
publicity; competition; fluctuations and difficulty in forecasting operating
results; changes in business strategy or development plans;
business  disruptions; the ability to attract and retain qualified
personnel; and other factors referenced in this and previous
filings.





Given
these uncertainties, readers of this Form 10-K and investors are cautioned not
to place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.





(2)
            General





HPC
Acquisitions, Inc. (Company) was initially formed under the laws of the State of
Minnesota as Herky Packing Co. on July 17, 1968.  The Company
initially produced and marketed meat snack foods, principally beef jerky, smoked
dried beef and snack sausages, through food brokers, distributors and wagon
jobbers.  Despite a 1970 restructuring, including the relocation to an
approximate 12,500 square





6


foot
production facility, the Company’s efforts were unsuccessful and all
operations were terminated by the end of 1970.   On April 10,
1972, the Company changed its corporate name to H. P. C.
Incorporated.  In connection with this name change, the Company
acquired Ed Stein’s Tire Center, Inc, a Minneapolis, Minnesota-based distributor
of Gates tires.  This acquisition was unsuccessful and reversed in
1973.





Since
December 31, 1973, the Company has had no operations, assets or significant
liabilities.





On August
7, 2006, the Company changed its state of incorporation from Minnesota to Nevada
by means of a merger with and into HPC Acquisitions, Inc., a Nevada corporation
formed on June 12, 2006 solely for the purpose of effecting the
reincorporation.  The Articles of Incorporation and Bylaws of the
Nevada corporation are the Articles of Incorporation and Bylaws of the surviving
corporation.  Such Articles of Incorporation modified the Company’s
capital structure to allow for the issuance of up to 50,000,000 shares of $0.001
par value common stock and up to 10,000,000 shares of $0.001 par value preferred
stock.





On
December 2, 1968, the Company commenced the sale of common stock pursuant to an
Offering Circular pursuant to Regulation A of the Securities Act of 1933, as
amended, in a self-underwritten offering.  This Circular offered up to
120,000 shares of the Company’s common stock at a price of $2.20 per
share.  The shares were offered through the Company’s officers and
directors on a best-efforts basis.  The Company sold an aggregate
120,000 shares for gross proceeds of $264,000 under this Offering.





The
current business purpose of the Company is to seek out and obtain a merger,
acquisition or outright sale transaction whereby the Company's stockholders will
benefit.  The Company is not engaged in any negotiations and has not
undertaken any steps to initiate the search for a merger or acquisition
candidate.





(3)
            Results
      of Operations





The
Company had no revenue for either of the years ended December 31, 2008 or 2007,
respectively.





General
and administrative expenses for each of the years ended December 31, 2008 and
2007 were approximately $20,000 and $1,000, respectively.  These
expenses were directly related to the maintenance of the corporate entity and
the preparation and filing of periodic reports pursuant to the Exchange
Act.  It is anticipated that future expenditure levels will remain
relatively constant, if not decline slightly, as the Company intends to fully
comply with its periodic reporting requirements.  Earnings per share
for the respective years ended December 31, 2008 and 2007 were $(0.00) and
$(0.00) based on the post-forward split weighted-average shares issued and
outstanding at the end of each respective period.





It is
anticipated that future expenditure levels will remain in line relatively
consistent until such time that the Company completes a business combination
transaction.  Upon completion of a business combination transaction,
it is anticipated that the Company’s expenses will increase
significantly.





The
Company does not expect to generate any meaningful revenue or incur operating
expenses for purposes other than fulfilling the obligations of a reporting
company under the Exchange Act unless and until such time that the Company
begins meaningful operations.





(4)
            Plan
      of Business





General





The
Company’s current purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to it
by persons or companies who or which desire to seek the perceived advantages of
an Exchange Act registered corporation.  As of the date of this
report, the Company has no particular acquisitions in mind and has not entered
into any negotiations regarding such an acquisition, and neither the Company’s
officer and director nor any promoter and affiliate has engaged in any
negotiations with any representatives of the owners of any business or company
regarding the possibility of a merger or acquisition between the Company and
such other company.





Pending
negotiation and consummation of a combination, the Company anticipates that it
will have, aside from carrying on its search for a combination partner, no
business activities, and, thus, will have no source of revenue. Should the
Company incur any significant liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are
incurred.







7


If the
Company’s management pursues one or more combination opportunities beyond the
preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company’s
ability to continue to seek such combination opportunities before any successful
combination can be consummated. In that event, the Company’s common stock will
become worthless and holders of the Company’s common stock will receive a
nominal distribution, if any, upon the Company’s liquidation and
dissolution.





Management





The
Company is a shell corporation, and currently has no full-time employees. Craig
S. Laughlin is the Company’s sole officer, director, and controlling
stockholder. All references herein to management of the Company are to Mr.
Laughlin.  Mr. Laughlin, as president of the Company, has agreed to
allocate a limited portion of his time to the activities of the Company without
compensation.  Potential conflicts may arise with respect to the
limited time commitment by Mr. Laughlin and the potential demands of the
Company’s activities.





The
amount of time spent by Mr. Laughlin on the activities of the Company is not
predictable. Such time may vary widely from an extensive amount when reviewing a
target company to an essentially quiet time when activities of management focus
elsewhere, or some amount in between. It is impossible to predict with any
precision the exact amount of time Mr. Laughlin will actually be required to
spend to locate a suitable target company. Mr. Laughlin estimates that the
business plan of the Company can be implemented by devoting less than 4 hours
per month but such figure cannot be stated with precision.





Search
for Business Opportunities





The
Company’s search will be directed toward enterprises, which have a desire to
become reporting corporations and which are able to provide audited financial
statements. The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. The Company’s discretion in the selection of business opportunities
is unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors. No assurance can be given that the Company will
be successful in finding or acquiring a desirable business opportunity, and no
assurance can be given that any acquisition, which does occur, will be on terms
that are favorable to the Company or its current stockholders.





The
Company may merge with a company that has retained one or more consultants or
outside advisors. In that situation, the Company expects that the business
opportunity will compensate the consultant or outside advisor. As of the date of
this filing, there have been no discussions, agreements or understandings with
any party regarding the possibility of a merger or acquisition between the
Company and such other company. Consequently, the Company is unable to predict
how the amount of such compensation would be calculated at this time. It is
anticipated that any finder that the target company retains would be a
registered broker-dealer.





The
Company will not restrict its search to any specific kind of firm, but may
acquire a venture, which is in its preliminary or development stage, one which
is already in operation, or in a more mature stage of its corporate existence.
The acquired business may need to seek additional capital, may desire to have
its shares publicly traded, or may seek other perceived advantages which the
Company may offer. The Company does not intend to obtain funds to finance the
operation of any acquired business opportunity until such time as the Company
has successfully consummated the merger or acquisition transaction. There are no
loan arrangements or arrangements for any financing whatsoever relating to any
business opportunities.





Evaluation
of Business Opportunities





The
analysis of business opportunities will be under the supervision of the
Company’s sole officer and director, who is not a professional business analyst.
In analyzing prospective business opportunities, management will consider such
matters as available technical, financial and managerial resources; working
capital and other financial requirements; history of operations, if any;
prospects for the future; nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable, but which then may be
anticipated to impact the proposed activities of the Company; the potential for
growth or expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification; and other
relevant factors. In many instances, it is anticipated that the historical
operations of a specific business opportunity may not necessarily be indicative
of the potential for the future because of a variety of factors, including, but
not limited to, the possible need to expand substantially, shift marketing
approaches, change product emphasis, change or substantially augment management,
raise capital and the like. Management intends to meet personally with
management and key personnel of the target business entity as part of its
investigation. To the extent possible, the Company intends to utilize written
reports and personal investigation to evaluate the above factors. Prior to
making a decision to participate in a business opportunity, the Company will
generally request that it be provided with written materials regarding the
business opportunity containing as much relevant information as possible.





8


Including,
but not limited to, such items as a description of products, services and
company history; management resumes; financial information; available
projections, with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents, trademarks,
or service marks, or rights thereto; present and proposed forms of compensation
to management; a description of transactions between such company and its
affiliates during the relevant periods; a description of present and required
facilities;, an analysis of risks and competitive conditions; a financial plan
of operation and estimated capital requirements; audited financial statements,
or if they are not available at that time, unaudited financial statements,
together with reasonable assurance that audited financial statements would be
able to be produced within a required period of time; and the like.





The
Company is currently subject to the reporting requirements of the Exchange Act
since the effective date of the Company’s May 2008 filing of the Registration
Statement on Form 10-SB.  Under the Exchange Act, any merger or
acquisition candidate will become subject to the same reporting requirements of
the Exchange Act as the Company following consummation of any merger or
acquisition.  Thus, in the event the Company successfully completes
the acquisition of or merger with an operating business entity, that business
entity must provide audited financial statements for at least two most recent
fiscal years or, in the event the business entity has been in business for less
than two years, audited financial statements will be required from the period of
inception.  Acquisition candidates that do not have or are unable to
obtain the required audited statements will not be considered appropriate for
acquisition.





Management
believes that various types of potential merger or acquisition candidates might
find a business combination with the Company to be attractive.  These
include acquisition candidates desiring to create a public market for their
shares in order to enhance liquidity for current stockholders, acquisition
candidates which have long-term plans for raising capital through public sale of
securities and believe that the possible prior existence of a public market for
their securities would be beneficial, and acquisition candidates which plan to
acquire additional assets through issuance of securities rather than for cash,
and believe that the possibility of development of a public market for their
securities will be of assistance in that process.  Acquisition
candidates, who have a need for an immediate cash infusion, are not likely to
find a potential business combination with the Company to be an attractive
alternative unless funding can be arranged to close concurrently with the
closing of the business combination.  Nevertheless, the Company has
not conducted market research and is not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.  The Company is unable to predict
when it may participate in a business opportunity. It expects, however, that the
analysis of specific proposals and the selection of a business opportunity may
take several months or more.  There can also be no assurances that we
are able to successfully pursue a business opportunity.  In that
event, there is a substantial risk to the Company that failure to complete a
business combination will significantly restrict its business operation and
force management to cease operations and liquidate the Company.





(5)       Liquidity
and Capital Resources





At
December 31, 2008 and 2007, respectively, the Company had working capital of
approximately $(24,800) and $1,000, respectively.





It is the
belief of management and significant stockholders that they will provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity.   However, there is no legal obligation for
either management or significant stockholders to provide additional future
funding.  Further, the Company is at the mercy of future economic
trends and business operations for the Company’s majority stockholder to have
the resources available to support the Company.  Should this pledge
fail to provide financing, the Company has not identified any alternative
sources.  Consequently, there is substantial doubt about the Company's
ability to continue as a going concern.





The
Company's need for working capital may change dramatically as a result of any
business acquisition or combination transaction.  There can be no
assurance that the Company will identify any such business, product, technology
or company suitable for acquisition in the future.  Further, there can
be no assurance that the Company would be successful in consummating any
acquisition on favorable terms or that it will be able to profitably manage the
business, product, technology or company it acquires.





The
Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional securities prior to the location
of a merger or acquisition candidate.  Accordingly, there can be no
assurance that sufficient funds will be available to the Company to allow it to
cover the expenses related to such activities.





Regardless
of whether the Company’s cash assets prove to be inadequate to meet the
Company’s operational needs, the Company might seek to compensate providers of
services by issuances of stock in lieu of cash.






9


(6)       Critical
Accounting Policies





Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”).  GAAP requires the use of estimates; assumptions, judgments
and subjective interpretations of accounting principles that have an impact on
the assets, liabilities, revenue and expense amounts reported.  These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition.  We believe our use of estimates and underlying accounting
assumptions adhere to GAAP and are consistently and conservatively
applied.  We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under the
circumstances.  Actual results may differ materially from these
estimates under different assumptions or conditions. We continue to monitor
significant estimates made during the preparation of our financial
statements.





Our
significant accounting policies are summarized in Note D of our financial
statements.  While all these significant accounting policies impact
our financial condition and results of operations, we view certain of these
policies as critical. Policies determined to be critical are those policies that
have the most significant impact on our financial statements and require
management to use a greater degree of judgment and estimates.  Actual
results may differ from those estimates. Our management believes that given
current facts and circumstances, it is unlikely that applying any other
reasonable judgments or estimate methodologies would cause effect on our results
of operations, financial position or liquidity for the periods presented in this
report.








Item 7A- Quantitative and Qualitative Disclosures about Market
Risk





Not
applicable.








Item 8 - Financial Statements and Supplementary Data





The
required financial statements begin on page F-1 of this document.








Item 9 - Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure





None








Item 9A- Controls and Procedures





Disclosure Controls and
Procedures.  Our management, under the supervision and with the
participation of our Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), has evaluated the effectiveness of our disclosure controls and procedures
as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of
the period covered by this Annual Report. Based on such evaluation, our CEO and
CFO have concluded that, as of the end of the period covered by this Annual
Report, our disclosure controls and procedures are
effective.  Disclosure controls and procedures are controls and
procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Commission’s
rules and forms and include controls and procedures designed to ensure that
information we are required to disclose in such reports is accumulated and
communicated to management, including our CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.





Management’s Annual Report on
Internal Control over Financial Reporting.Management is
responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange
Act.





Internal
control over financial reporting is defined under the Exchange Act as a process
designed by, or under the supervision of, our CEO and CFO and effected by our
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures
that:





3⁄4
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;






10


3⁄4
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and





3⁄4
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.





Because
of its inherent limitation, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluations
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies and procedures may
deteriorate.  Accordingly, even an effective system of internal
control over financial reporting will provide only reasonable assurance with
respect to financial statement preparation.





Management's
assessment of the effectiveness of the Company's internal control over financial
reporting is as of the year ended December 31, 2008.  We are currently
considered to be a shell company in as much as we have no specific business
plans, no operations, revenues or employees.  Because we have only one
officer and director, the Company's internal controls are deficient for the
following reasons, (1) there are no entity level controls because there is only
one person serving in the dual capacity of sole officer and sole director, (2)
there are no segregation of duties as that same person approves, enters, and
pays the Company's bills, and (3) there is no separate audit
committee.  As a result, the Company's internal controls have an
inherent weakness which may increase the risks of errors in financial reporting
under current operations and accordingly are deficient as evaluated against the
criteria set forth in the Internal Control - Integrated Framework issued by the
committee of Sponsoring Organizations of the Treadway
Commission.  Based on our evaluation, our management concluded that
our internal controls over financial reporting were not effective as of December
31, 2008.





This
Annual Report does not include an attestation report of our registered public
accounting firm regarding our internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this Annual
Report.





Changes in Internal Control over
Financial Reporting.  There was no change in our internal
control over financial reporting that occurred during the quarter ended December
31, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting which internal controls
will remain deficient until such time as the Company completes a merger
transaction or acquisition of an operating business at which time management
will be able to implement effective controls and procedures.








Item 9B- Other Information





Not
applicable.








PART
III








Item 10- Directors, Executive Officers and Corporate
Governance





The
directors and executive officers serving the Company are as
follows:





Name
                  Age
                  Position Held and TenureCraig
      S. Laughlin
                  58
                  President,
      Chief Executive OfficerChief
      Financial Officer and
Director





The
director named above will serve until the next annual meeting of the Company’s
stockholders or until any successors are duly elected and have
qualified.  Directors will be elected for one-year terms at the annual
stockholders meeting. Officers will hold their positions at the pleasure of the
board of directors, absent any employment agreement, of which none currently
exists or is contemplated.  There is no arrangement or understanding
between any of the directors or officers of the Company and any other person
pursuant to which any director or officer was or is to be selected as a director
or officer, and there is no arrangement, plan or understanding as to whether
non-management stockholders will exercise their voting rights to continue to
elect the current directors to the Company’s board. There are also no
arrangements, agreements or understandings between non-management stockholders
that may directly or indirectly participate in or influence the management of
the Company’s affairs.






11


The sole
director and officer will devote his time to the Company’s affairs on an as
needed basis, which, depending on the circumstances, could amount to as little
as two hours per month, or more than forty hours per month, but more than likely
encompass less than four (4) hours per month.  There are no agreements
or understandings for the officer or director to resign at the request of
another person, and he is not acting on behalf of, and will not act at the
direction of, any other person.





Biographical
Information





Craig S. Laughlin -
Mr. Laughlin is the founder and President of SRC Funding, Inc., which is a
private company owned by Mr. Laughlin.  For the past five years Mr.
Laughlin has provided business consulting services and engaged in private
investment activity through SRC Funding.  During the past five years,
Mr. Laughlin has served as chairman and secretary of Merlin Marketing
International, Inc., a privately held Nevada corporation engaged in the business
of distributing sound system components.  He has also served for the
past five years as a director of Gold Standard Medical, Inc., a company that
holds certain patent rights to a blood gas monitoring device, but has suspended
further research and development of the technology pending reorganization of the
company and obtaining additional capital.  From August 2002 to July
2006, Mr. Laughlin served as an officer and director of Dinewise, Inc. (formerly
SimplaGene USA, Inc.), a publicly-held direct to consumer retailer of branded,
prepared, premium quality frozen proteins (such as beef, chicken, pork and
fish), meals, soups, appetizers and deserts.  Prior to the July 2006,
Dinewise (then SimplaGene USA) was an inactive shell
corporation.   From June 2005 to April 2006, Mr. Laughlin served
as a director of Dotronix, Inc., and served as its president and chief financial
officer from October 2005 to April 2006.  Dotronix is a publicly-held
company that was engaged in the electronic display business until June 2005,
when it discontinued operations and began a search for a new business venture in
which to participate, which resulted in the acquisition of an over-the-counter
health care products business in April 2006.





Compliance
With Section 16(a) of the Exchange Act





Section 16(a)
of the Exchange Act requires our executive officers and directors and person who
own more than 10% of our common stock to file reports regarding ownership of and
transactions in our securities with the Commission and to provide us with copies
of those filings.  Based solely on our review of the copies received
by or a written representation from certain reporting persons we believe that
during fiscal year ended December 31, 2008, we believe that all eligible
persons are in compliance with the requirements of Section 16(a).





Involvement
on Certain Material Legal Proceedings During the Past Five (5)
Years





(1)
            No
      director, officer, significant employee or consultant has been convicted
      in a criminal proceeding, exclusive of traffic violations or is subject to
      any pending criminal proceeding.





(2)
            No
      bankruptcy petitions have been filed by or against any business or
      property of any director, officer, significant employee or consultant of
      the Company nor has any bankruptcy petition been filed against a
      partnership or business association where these persons were general
      partners or executive officers.





(3)
            No
      director, officer, significant employee or consultant has been permanently
      or temporarily enjoined, barred, suspended or otherwise limited from
      involvement in any type of business, securities or banking
      activities.





(4)
            No
      director, officer or significant employee has been convicted of violating
      a federal or state securities or commodities
  law.





Code
of Ethics





The
Company has not adopted a code of ethics.  Since the Company has no
employees and one person serving as both sole director and sole executive and
financial officer, a code of ethics would have no practical benefit due to the
lack of any meaningful reporting or accountability process.








Item 11- Executive Compensation





The
current management and oversight of the Company requires less than four (4)
hours per month.  As the Company’s sole officer and director is
engaged in other full-time income producing activities, the Company’s sole
officer or director has received any compensation from the
Company.  In future periods, subsequent to the consummation of a
business combination transaction, the Company anticipates that it will pay
compensation to its officer(s) and/or director(s).






12


SUMMARY
COMPENSATION TABLE





Name
      and
                                        Principal
      Position
                                      
                                      Year
                                      
                                      Salary ($)
                                      
                                      
                                      Bonus ($)
                                      
                                      
                                      Stock
                                        Awards
      ($)
                                      
                                      
                                      Option
                                        Awards
      ($)
                                      
                                      
                                      Non-Equity
                                        Incentive
      Plan
                                        Compensation
      ($)
                                      
                                      
                                      Change
      in
                                        Pension
                                        Value
      and
                                        Nonqualified
                                        Deferred
                                        Compensation
                                        Earnings($)
                                      
                                      
                                      All
      Other
                                        Compensation($)
                                      
                                      
                                      Total($)Craig
      S. Laughlin,
                                        Principal
      Executive
                                        Officer
                                      2008
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-2007
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-2006
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-
                                      
                                      
                                      $
                                      -0-





The
Company has no other Executive Compensation issues which would require the
inclusion of other mandated table disclosures.








Item 12- Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters





The
following table sets forth, as of the date of this Annual Report, the number of
shares of Common Stock owned of record and beneficially by executive officers,
directors and persons who hold 5% or more of the outstanding Common Stock of the
Company.  Also included are the shares held by all executive officers
and directors as a group.





Shares
      Beneficially Owned (1)Name and address (2)
                                  
                                  
                                  
                                  Number of Shares
                                  
                                  
                                  Percentage (3)Craig
      S. Laughlin (4)
                                  
                                  
                                  6,000,000
                                  
                                  
                                  
                                  85.9
                                  %Directors
      and officers as a group
                                  
                                  
                                  6,000,000
                                  
                                  
                                  
                                  85.9
                                  %(1
      person)







(1)
            On
      February 17, 2009, there were 6,984,000 shares of our common stock
      outstanding and no shares of preferred stock issued and
      outstanding.  We have no outstanding stock options or
      warrants.





(2)
            Under
      applicable SEC rules, a person is deemed the "beneficial owner" of a
      security with regard to which the  person directly or
      indirectly, has or shares (a) the voting power, which includes the power
      to vote or direct the  voting of the security, or (b) the
      investment power, which includes the power to dispose,  or
      direct the disposition, of the security, in each case irrespective of the
      person's economic interest in the security.  Under SEC rules, a
      person is deemed to beneficially own securities which the person has the
      right to acquire within 60 days through the exercise of any option or
      warrant or through the conversion of another
  security.





(3)
            In
      determining the percent of voting stock owned by a person on December 31,
      2008 (a) the numerator is the number of shares of common stock
      beneficially owned by the person, including shares the beneficial
      ownership of which may be acquired within 60 days upon the exercise of
      options or warrants or conversion of convertible
      securities,  and (b) the denominator is the total of (i) the
      6,984,000 shares of common stock outstanding on December 31, 2008, and
      (ii) any shares of common stock which the person has the right to acquire
      within 60 days upon the exercise of options or warrants or conversion of
      convertible securities.  Neither the numerator nor the
      denominator includes shares which may be issued upon the exercise of any
      other options or warrants or the conversion of any other convertible
      securities.





(4)
            Mr.
      Laughlin is our sole officer, including president, and sole director. Mr.
      Laughlin’s address is 10935 57th
      Avenue North, Plymouth, MN 55442.





Changes
in Control





There are
currently no arrangements which may result in a change in control of the
Company.








Item 13- Certain Relationships and Related Transactions, and
Director Independence





There are
no identified relationships or transactions between us and any of our directors,
officers and principal stockholders other than the Company currently maintaining
a mailing address at 10935 57th Avenue
North, Plymouth, MN 55442.  The Company’s telephone number there is
(952) 541-1155. Other than this mailing address, the Company does not currently
maintain any other office facilities, and does not anticipate the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of the mailing address as these offices
are used virtually full-time by other revenue producing businesses of the
Company’s sole officer and director.





13


Conflicts
of Interest





The sole
officer of the Company will not devote more than a small portion of his time to
the affairs of the Company. There will be occasions when the time requirements
of the Company’s business conflict with the demands of the officer’s other
business and investment activities. Such conflicts may require that the Company
attempt to employ additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to the Company.





The
officer, director and principal stockholder of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in connection with, a proposed merger or acquisition transaction. It is
anticipated that a substantial premium may be paid by the purchaser in
conjunction with any sale of shares by the Company’s officer, director and
principal stockholder made as a condition to, or in connection with, a proposed
merger or acquisition transaction. The fact that a substantial premium may be
paid to the Company’s sole officer and director to acquire his shares creates a
conflict of interest for him and may compromise his state law fiduciary duties
to the Company’s other stockholders. In making any such sale, the Company’s sole
officer and director may consider his own personal pecuniary benefit rather than
the best interests of the Company and the Company’s other stockholders, and the
other stockholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out transaction involving shares held by Company
management.





The
Company may adopt a policy under which any consulting or finders fee that may be
owed to a third party for services to assist management in evaluating a
prospective business opportunity could be paid in stock rather than in cash. Any
such issuance of stock would be made on an ad hoc basis.  Accordingly,
the Company is unable to predict whether, or in what amount, such stock issuance
might be made.





It is not
currently anticipated that any salary, consulting fee, or finders fee shall be
paid to any of the Company’s directors or executive officers, or to any other
affiliate of the Company except as described under Executive Compensation
above.





Although
management has no current plans to cause the Company to do so, it is possible
that the Company may enter into an agreement with an acquisition candidate
requiring the sale of all or a portion of the Common Stock held by the Company’s
current stockholders to the acquisition candidate or principals thereof, or to
other individuals or business entities, or requiring some other form of payment
to the Company’s current stockholders, or requiring the future employment of
specified officers and payment of salaries to them. It is more likely than not
that any sale of securities by the Company’s current stockholders to an
acquisition candidate would be at a price substantially higher than that
originally paid by such stockholders. Any payment to current stockholders in the
context of an acquisition involving the Company would be determined entirely by
the largely unforeseeable terms of a future agreement with an unidentified
business entity.





Director
Independence





Pursuant
to the Company’s current structure of having a sole director, who is also the
Company’s sole officer and controlling shareholder, the Company has no
independent directors, as defined in Rule 4200 (a) (15) of the NASDAQ
Marketplace Rules.








Item 14- Principal Accountant Fees and Services





The
Company paid or accrued the following fees in each of the prior two fiscal years
to it’s principal accountant, S. W. Hatfield, CPA of Dallas,
Texas.





Year
      ended
                        
                        
                        Year
      endedDecember
      31,
                        
                        
                        December
      31,2008
                        
                        
                        20071.
      Audit fees
                        
                        $
                        9,400
                        
                        
                        $
                        —2.
      Audit—related fees
                        
                        
                        —
                        
                        
                        
                        —3.
      Tax fees
                        
                        
                        —
                        
                        
                        
                        —4.
      All other fees
                        
                        
                        —
                        
                        
                        
                        —Totals
                        
                        $
                        9,400
                        
                        
                        $
                        —





14


We have
considered whether the provision of any non-audit services, currently or in the
future, is compatible with S. W. Hatfield, CPA maintaining its
independence and have determined that these services do not compromise their
independence.





Financial
Information System Design and Implementation: S. W. Hatfield, CPA did not charge
the Company any fees for financial information system design and implementation
fees.





The
Company has no formal audit committee.  However, the entire Board of
Directors (Board) is the Company's defacto audit committee.  In
discharging its oversight responsibility as to the audit process, the Board
obtained from the independent auditors a formal written statement describing all
relationships between the auditors and the Company that might bear on the
auditors' independence as required by the appropriate Professional Standards
issued by the Public Company Accounting Oversight Board, the U. S. Securities
and Exchange Commission and/or the American Institute of Certified Public
Accountants.  The Board discussed with the auditors any relationships
that may impact their objectivity and independence, including fees for non-audit
services, and satisfied itself as to the auditors' independence. The Board also
discussed with management, the internal auditors and the independent auditors
the quality and adequacy of the Company's internal controls.





The
Company’s principal accountant, S. W. Hatfield, CPA, did not engage any other
persons or firms other than the principal accountant’s full-time, permanent
employees.








Item 15- Exhibits and Financial Statement Schedules





2.1
            Plan
      of Merger between HPC Acqusitions, Inc. and H. P. C., Incorporated dated
      June 8, 2006 (*)


3.1
              Articles
      of Incorporation of HPC Acquisitions, Inc.
(*)


3.2
              By-Laws
      of HPC Acquisitions, Inc. (*)


10.1
              Note
      payable to Craig Laughlin (*)


31.1
              Certification
      pursuant to Section 302 of Sarbanes-Oxley Act of
  2002.


32.1
              Certification
      pursuant to Section 906 of Sarbanes-Oxley Act of
  2002.









(*)
            Incorporated
      by reference to the Company’s Registration Statement on Form 10-SB (File
      No. 000-53248) on May 20,
2008.











(Remainder
of this page left blank intentionally)











(Financial
statements follow on next page)








15


HPC
ACQUISITIONS, INC.





CONTENTS








PageReport of Registered Independent Certified Public Accounting
      Firm
                      F-2Financial
      StatementsBalance Sheetsas of December 31, 2008 and 2007
                      F-3Statements of Operations and Comprehensive
      Lossfor the years ended December 31, 2008 and
    2007
                      F-4Statement of Changes in Stockholders’
      Equityfor the years ended December 31, 2008 and
      2007
                      F-5Statements of Cash Flowsfor the years ended December 31, 2008 and
      2007
                      F-6Notes to Financial Statements
                      F-7







F-1


swh logo
                S. W.
      Hatfield, CPA
                  certified public accountantsUse our past to
      assist your future. sm


REPORT OF
REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM








Board of
Directors and Stockholders


HPC
Acquisitions, Inc.





We have
audited the accompanying balance sheets of HPC Acquisitions, Inc. (a Nevada
corporation) as of December 31, 2008 and 2007 and the related statements of
operations and comprehensive loss, changes in stockholders' equity and cash
flows for each of the years ended December 31, 2008 and 2007,
respectively.  These financial statements are the sole responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of HPC Acquisitions, Inc. (a Nevada
corporation) as of December 31, 2008 and 2007 and the results of its operations
and cash flows for each of the years ended December 31, 2007 and 2006,
respectively, in conformity with generally accepted accounting principles
generally accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note C to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant stockholders to provide sufficient working
capital to maintain the integrity of the corporate entity.  These
circumstances create substantial doubt about the Company's ability to continue
as a going concern and are discussed in Note C.  The financial
statements do not contain any adjustments that might result from the outcome of
these uncertainties.







/s/
      S. W. Hatfield, CPAS. W. HATFIELD, CPA
 Dallas,
Texas
 February
10, 2009
 
 
 214.342.9635
 f:
214-342-9601
 swhcpa@aol.com
 
 9002
Green Oaks Circle
 2nd
Floor
 Dallas,
Texas 75243-7212


F-2


HPC ACQUISITIONS, INC.


BALANCE
SHEETS


December
31, 2008 and 2007








December
      31,
                    
                    
                    December
      31,2008
                    
                    
                    2007ASSETSCurrent
      assetsCash
      on hand and in bank
                    
                    $
                    369
                    
                    
                    $
                    1,837Prepaid
      expenses
                    
                    
                    88
                    
                    
                    
                    133TOTAL
      ASSETS
                    
                    $
                    457
                    
                    
                    $
                    1,970LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilitiesAccounts
      payable - trade
                    
                    $
                    55
                    
                    
                    $
                    538Accrued
      interest payable to controlling stockholder
                    
                    
                    1,063
                    
                    
                    
                    394Note
      payable to controlling stockholder
                    
                    
                    24,040
                    
                    
                    
                    —Total
      Current Liabilities
                    
                    
                    25,258
                    
                    
                    
                    932Long-Term
      LiabilitiesNote
      payable to controlling stockholder
                    
                    
                    —
                    
                    
                    
                    5,000Total
      Liabilities
                    
                    
                    25,258
                    
                    
                    
                    5,932Commitments
      and contingenciesStockholders’
      equityPreferred
      stock - $0.001 par value.10,000,000
      shares authorized.None
      issued and outstanding
                    
                    
                    —
                    
                    
                    
                    —Common
      stock - $0.001 par value.50,000,000
      shares authorized.6,984,000
      shares issued and outstanding, respectively
                    
                    
                    6,984
                    
                    
                    
                    6,984Additional
      paid-in capital
                    
                    
                    402,435
                    
                    
                    
                    402,435Accumulated
      deficit
                    
                    
                    (434,120
                    )
                    
                    
                    (413,381
                    )Total
      stockholders’ equity
                    
                    
                    (24,701
                    )
                    
                    
                    (3,962
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                    
                    $
                    457
                    
                    
                    $
                    1,970














The
accompanying notes are an integral part of these financial
statements.




F-3


HPC ACQUISITIONS, INC.


STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS


Years
ended December 31, 2008 and 2007








Year
      ended
                    
                    
                    Year
      endedDecember
      31,
                    
                    
                    December
      31,2008
                    
                    
                    2007Net
      revenues
                    
                    $
                    —
                    
                    
                    $
                    —Operating
      expensesProfessional
      fees
                    
                    
                    15,023
                    
                    
                    
                    —General
      and administrative expenses
                    
                    
                    5,047
                    
                    
                    
                    1,021Total
      operating expenses
                    
                    
                    20,070
                    
                    
                    
                    1,021Loss
      from operations
                    
                    
                    (20,070
                    )
                    
                    
                    (1,021
                    )Other
      income (expense)Interest
      expense on line of credit payable to stockholder
                    
                    
                    (669
                    )
                    
                    
                    (305
                    )Loss
      before provision for income taxes
                    
                    
                    (20,739
                    )
                    
                    
                    (1,326
                    )Provision
      for income taxes
                    
                    
                    —
                    
                    
                    
                    —Net
      Loss
                    
                    
                    (20,739
                    )
                    
                    
                    (1,326
                    )Other
      comprehensive income
                    
                    
                    —
                    
                    
                    
                    —Comprehensive
      Loss
                    
                    $
                    (20,739
                    )
                    
                    $
                    (1,326
                    )Loss
      per weighted-average share of common stock outstanding,computed
      on net loss - basic and fully diluted
                    
                    nil
                    
                    
                    nilWeighted-average
      number of common shares outstanding -basic
      and fully diluted
                    
                    
                    6,984,000
                    
                    
                    
                    2,328,000














The
accompanying notes are an integral part of these financial
statements.




F-4


HPC ACQUISITIONS, INC.


STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY


Years
ended December 31, 2008 and 2007







AdditionalCommon
      Stock
                        
                        
                        paid-in
                        
                        
                        AccumulatedShares
                        
                        
                        Amount
                        
                        
                        capital
                        
                        
                        deficit
                        
                        
                        TotalBalances
      at January 1, 2007
                        
                        
                        2,328,000
                        
                        
                        $
                        2,328
                        
                        
                        $
                        407,091
                        
                        
                        $
                        (412,055
                        )
                        
                        $
                        (2,636
                        )Effect
      of August 2008 2 for 1 forward stock split
                        
                        
                        4,656,000
                        
                        
                        
                        4,656
                        
                        
                        
                        (4,656
                        )
                        
                        
                        —
                        
                        
                        
                        —Balances
      at January 1, 2007, as adjusted
                        
                        
                        6,984,000
                        
                        
                        
                        6,984
                        
                        
                        
                        402,435
                        
                        
                        
                        (412,055
                        )
                        
                        
                        (2,636
                        )Net
      loss for the year
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        (1,326
                        )
                        
                        
                        (1,326
                        )Balances
      at December 31, 2007
                        
                        
                        6,984,000
                        
                        
                        
                        6,984
                        
                        
                        
                        402,435
                        
                        
                        
                        (413,381
                        )
                        
                        
                        (3,962
                        )Net
      loss for the year
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        (20,739
                        )
                        
                        
                        (20,739
                        )Balances
      at December 31, 2008
                        
                        
                        6,984,000
                        
                        
                        $
                        6,984
                        
                        
                        $
                        402,435
                        
                        
                        $
                        (434,120
                        )
                        
                        $
                        (24,701
                        )














The
accompanying notes are an integral part of these financial
statements.




F-5


HPCACQUISITIONS, INC.


STATEMENTS
OF CASH FLOWS


Years
ended December 31, 2008 and 2007







Year
      ended
                    
                    
                    Year
      endedDecember
      31,
                    
                    
                    December
      31,2008
                    
                    
                    2007Cash
      flows from operating activitiesNet
      loss for the period
                    
                    $
                    (20,739
                    )
                    
                    $
                    (1,326
                    )Adjustments
      to reconcile net loss to net cash provided by operating
      activities(Increase)
      Decrease inPrepaid
      expenses
                    
                    
                    45
                    
                    
                    
                    (133
                    )Increase
      (Decrease) inAccounts
      payable - trade
                    
                    
                    (483
                    )
                    
                    
                    44Accrued
      interest payable to controlling stockholder
                    
                    
                    669
                    
                    
                    
                    305Net
      cash used in operating activities
                    
                    
                    (20,508
                    )
                    
                    
                    (1,110
                    )Cash
      flows from investing activities
                    
                    
                    —
                    
                    
                    
                    —Cash
      flows from financing activitiesProceeds
      from note payable to controlling stockholder
                    
                    
                    19,040
                    
                    
                    
                    —Cash
      paid on note payable to controlling stockholder
                    
                    
                    —
                    
                    
                    
                    (250
                    )Net
      cash provided by financing activities
                    
                    
                    19,040
                    
                    
                    
                    (250
                    )Increase
      in Cash
                    
                    
                    (1,468
                    )
                    
                    
                    (1,360
                    )Cash
      at beginning of period
                    
                    
                    1,837
                    
                    
                    
                    3,197Cash
      at end of period
                    
                    $
                    369
                    
                    
                    $
                    1,837Supplemental
      disclosure of interest and income taxes paidInterest
      paid for the period
                    
                    $
                    —
                    
                    
                    $
                    —Income
      taxes paid for the period
                    
                    $
                    —
                    
                    
                    $
                    —














The
accompanying notes are an integral part of these financial
statements.




F-6


HPCACQUISITIONS, INC.


NOTES
TO FINANCIAL STATEMENTS


December
31, 2008 and 2007








NOTE
A - ORGANIZATION AND DESCRIPTION OF BUSINESS





HPC
Acquisitions, Inc. (Company) was initially formed under the laws of the State of
Minnesota as Herky Packing Co. on July 17, 1968.  The Company
initially produced and marketed meat snack foods, principally beef jerky, smoked
dried beef and snack sausages, through food brokers, distributors and wagon
jobbers.  Despite a 1970 restructuring, including the relocation to an
approximate 12,500 square foot production facility, the Company’s efforts were
unsuccessful and all operations were terminated by the end of
1970.   On April 10, 1972, the Company changed its corporate name
to H. P. C. Incorporated.  In connection with this name
change, the Company acquired Ed Stein’s Tire Center, Inc, a Minneapolis,
Minnesota-based distributor of Gates tires.  This acquisition was
unsuccessful and reversed in 1973.





Since
December 31, 1973, the Company has had no operations, assets or significant
liabilities.





On August
7, 2006, the Company changed its state of incorporation from Minnesota to Nevada
by means of a merger with and into HPC Acquisitions, Inc., a Nevada corporation
formed on June 12, 2006 solely for the purpose of effecting the
reincorporation.  The Articles of Incorporation and Bylaws of the
Nevada corporation are the Articles of Incorporation and Bylaws of the surviving
corporation.  Such Articles of Incorporation modified the Company’s
capital structure to allow for the issuance of up to 50,000,000 shares of $0.001
par value common stock and up to 10,000,000 shares of $0.001 par value preferred
stock.





On
December 2, 1968, the Company commenced the sale of common stock pursuant to an
Offering Circular pursuant to Regulation A of the Securities Act of 1933, as
amended, in a self-underwritten offering.  This Circular offered up to
120,000 shares of the Company’s common stock at a price of $2.20 per
share.  The shares were offered through the Company’s officers and
directors on a best-efforts basis.  The Company sold an aggregate
120,000 shares for gross proceeds of $264,000 under this Offering.





The
current business purpose of the Company is to seek out and obtain a merger,
acquisition or outright sale transaction whereby the Company's stockholders will
benefit.  The Company is not engaged in any negotiations and has not
undertaken any steps to initiate the search for a merger or acquisition
candidate.








NOTE
B - PREPARATION OF FINANCIAL STATEMENTS





The
Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and has a year-end of December 31.





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.





Management
further acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud.  The Company’s system of internal
accounting control is designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows of the Company for the respective periods being
presented.








NOTE
C - GOING CONCERN UNCERTAINTY





The
Company has no operations, limited cash on hand, no assets and has a business
plan with inherent risk.  Because of these factors, the Company’s
auditor has issued an audit opinion on the Company’s financial statements which
includes a statement describing our going concern status.  This means,
in our auditor’s opinion, substantial doubt about our ability to continue as a
going concern exists at the date of their opinion.




F-7


HPC
ACQUISITIONS, INC.


NOTES
TO FINANCIAL STATEMENTS - CONTINUED


December
31, 2008 and 2007








NOTE
C - GOING CONCERN UNCERTAINTY - Continued





The
Company's continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.  Further, the Company faces considerable risk in it’s
business plan and a potential shortfall of funding due to our inability to raise
capital in the equity securities market.  If no additional operating
capital is received during the next twelve months, the Company will be forced to
rely on existing cash in the bank and additional funds loaned by management
and/or significant stockholders.





The
Company’s business plan is to seek an acquisition or merger with a private
operating company which offers an opportunity for growth and possible
appreciation of our stockholders’ investment in the then issued and outstanding
common stock.  However, there is no assurance that the Company will be
able to successfully consummate an acquisition or merger with a private
operating company or, if successful, that any acquisition or merger will result
in the appreciation of our stockholders’ investment in the then outstanding
common stock.





The
Company’s majority stockholder has provided the necessary working capital to
maintain the corporate status of the Company.  The Company remains
dependent upon additional external sources of financing; including being
dependent upon its management and/or significant stockholders to provide
sufficient working capital in excess of the Company’s initial capitalization to
preserve the integrity of the corporate entity.  It is the intent of
management and significant stockholders to provide sufficient working capital
necessary to support and preserve the integrity of the corporate
entity.  However, no formal commitments or arrangements to advance or
loan funds to the Company or repay any such advances or loans
exist.  There is no legal obligation for either management or
significant stockholders to provide additional future funding.





The
Company anticipates offering future sales of equity
securities.  However, there is no assurance that the Company will be
able to obtain additional funding through the sales of additional equity
securities or, that such funding, if available, will be obtained on terms
favorable to or affordable by the Company.





The
Company’s certificate of incorporation authorizes the issuance of up to
10,000,000 shares of preferred stock and 50,000,000 shares of common
stock.  The Company’s ability to issue preferred stock may limit the
Company’s ability to obtain debt or equity financing as well as impede potential
takeover of the Company, which takeover may be in the best interest of
stockholders.  The Company’s ability to issue these authorized but
unissued securities may also negatively impact our ability to raise additional
capital through the sale of our debt or equity securities.





In such a
restricted cash flow scenario, the Company would be unable to complete its
business plan steps, and would, instead, delay all cash intensive
activities.  Without necessary cash flow, the Company may become
dormant during the next twelve months, or until such time as necessary funds
could be raised in the equity securities market.





While the
Company is of the opinion that good faith estimates of the Company’s ability to
secure additional capital in the future to reach its goals have been made, there
is no guarantee that the Company will receive sufficient funding to sustain
operations or implement any future business plan steps.








NOTE
D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





1.
            Cash and cash
      equivalents





The
Company considers all cash on hand and in banks, certificates of deposit and
other highly-liquid investments with maturities of three months or less, when
purchased, to be cash and cash equivalents.





2.
            Reorganization
      costs





The
Company has adopted the provisions of AICPA Statement of Position 98-5,
“Reporting on the Costs of Start-Up Activities” whereby all costs incurred with
the reorganization of the Company were charged to operations as
incurred.




F-8


HPC
ACQUISITIONS, INC.


NOTES
TO FINANCIAL STATEMENTS - CONTINUED


December
31, 2008 and 2007








NOTE
D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued





3.
            Income
      taxes





The
Company files income tax returns in the United States of America and may file,
as applicable and appropriate, various state(s).  With few exceptions,
the Company is no longer subject to U.S. federal, state and local, as
applicable, income tax examinations by regulatory taxing authorities for years
before 2005.  The Company does not anticipate any examinations of
returns filed since 2005.





The
Company uses the asset and liability method of accounting for income
taxes.  At December 31, 2008 and 2007, respectively, the deferred tax
asset and deferred tax liability accounts, as recorded when material to the
financial statements, are entirely the result of temporary
differences.  Temporary differences generally represent differences in
the recognition of assets and liabilities for tax and financial reporting
purposes, primarily accumulated depreciation and amortization, allowance for
doubtful accounts and vacation accruals.





The
Company adopted the provisions of FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes”, on October 1, 2007.  FASB Interpretation
No. 48 requires the recognition of potential liabilities as a result of
management’s acceptance of potentially uncertain positions for income tax
treatment on a “more-likely-than-not” probability of an assessment upon
examination by a respective taxing authority.  As a result of the
implementation of Interpretation 48, the Company did not incur any liability for
unrecognized tax benefits.





4.
            Income (Loss) per
      share





Basic
earnings (loss) per share is computed by dividing the net income (loss)
available to common stockholders by the weighted-average number of common shares
outstanding during the respective period presented in our accompanying financial
statements.





Fully
diluted earnings (loss) per share is computed similar to basic income (loss) per
share except that the denominator is increased to include the number of common
stock equivalents (primarily outstanding options and warrants).





Common
stock equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company’s net income (loss) position at the calculation
date.





As of
December 31, 2008 and 2007, and subsequent thereto, the Company had no
outstanding stock warrants, options or convertible securities which could be
considered as dilutive for purposes of the loss per share
calculation.








NOTE
E - FAIR VALUE OF FINANCIAL INSTRUMENTS





The
carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.





Interest
rate risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates on either investments or on debt and is fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to interest rate risk, if any.





Financial
risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates or foreign exchange rates and are fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to financial risk, if any.




F-9


HPC
ACQUISITIONS, INC.


NOTES
TO FINANCIAL STATEMENTS - CONTINUED


December
31, 2008 and 2007








NOTE
F - NOTE PAYABLE TO CONTROLLING STOCKHOLDER





The
Company and its current controlling stockholder, Craig Laughlin, have agreed
that additional funds will be necessary in the foreseeable future to support the
corporate entity and comply with the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended.  To this end, Mr.
Laughlin has agreed to lend the Company up to an additional $50,000 with a
maturity period not to exceed three (3) years from the initial funding date at
an interest rate of 6.0% per annum.  As of December 31, 2008 and 2007,
respectively, Mr. Laughlin has advanced approximately $24,040 and $5,000 under
this agreement with a scheduled maturity date in September 2009.








NOTE
G - INCOME TAXES





The
components of income tax (benefit) expense for each of the years ended December
31, 2008 and 2007, respectively, are as follows:




Nine
      months
                      
                      
                      Nine
      monthsended
                      
                      
                      endedSeptember
      30,
                      
                      
                      September
      30,2008
                      
                      
                      2007Federal:Current
                      
                      $
                      —
                      
                      
                      $
                      —Deferred
                      
                      
                      —
                      
                      
                      
                      ——
                      
                      
                      
                      —State:Current
                      
                      
                      —
                      
                      
                      
                      —Deferred
                      
                      
                      —
                      
                      
                      
                      ——
                      
                      
                      
                      —Total
                      
                      $
                      —
                      
                      
                      $
                      —





As of
December 31, 2008, the Company has an aggregate net operating loss carryforward
of approximately $27,000 to offset future taxable income.  The amount
and availability of any net operating loss carryforwards will be subject to the
limitations set forth in the Internal Revenue Code.  Such factors as
the number of shares ultimately issued within a three year look-back period;
whether there is a deemed more than 50 percent change in control; the applicable
long-term tax exempt bond rate; continuity of historical business; and
subsequent income of the Company all enter into the annual computation of
allowable annual utilization of any net operating loss
carryforward(s).





The
Company's income tax expense (benefit) for each of the years ended December 31,
2008 and 2007, respectively, differed from the statutory federal rate of 34
percent as follows:





Year
      ended
                    
                    
                    Year
      endedDecember
      31,
                    
                    
                    December
      31,2008
                    
                    
                    2007Statutory
      rate applied to income before income taxes
                    
                    $
                    (7,100
                    )
                    
                    $
                    (450
                    )Increase
      (decrease) in income taxes resulting from:State
      income taxes
                    
                    
                    —
                    
                    
                    
                    —Other,
      including reserve for deferred tax asset andapplication
      of net operating loss carryforward
                    
                    
                    7,100
                    
                    
                    
                    450Income
      tax expense
                    
                    $
                    —
                    
                    
                    $
                    —






F-10


HPC
ACQUISITIONS, INC.


NOTES
TO FINANCIAL STATEMENTS - CONTINUED


December
31, 2008 and 2007








NOTE
G - INCOME TAXES - Continued





Temporary
differences, consisting primarily of the prospective usage of net operating loss
carryforwards give rise to deferred tax assets and liabilities as of December
31, 2008 and 2007, respectively:





December
      31,
                    
                    
                    December
      31,2008
                    
                    
                    2007Deferred
      tax assetsNet
      operating loss carryforwards
                    
                    $
                    9,100
                    
                    
                    $
                    2,050Less
      valuation allowance
                    
                    
                    (9,100
                    )
                    
                    
                    (2,050
                    )Net
      Deferred Tax Asset
                    
                    $
                    —
                    
                    
                    $
                    —





During
each of the years ended December 31, 2008 and 2007, respectively, the valuation
allowance against the deferred tax asset increased by approximately $7,100 and
$450.








NOTE
H - COMMON STOCK TRANSACTIONS





On August
11, 2008, the Company’s Board of Directors adopted resolutions approving a pro
rata distribution of common stock to the stockholders of record of the Company
as of the close of business on August 15, 2008.  On August 19, 2008,
the Company distributed, without consideration, two shares of common stock for
each issued and outstanding share of common stock on August 15,
2008.  As a result of this action, the Company issued a total of
4,656,000 new shares, increasing the total number of issued and outstanding
shares of common stock to 6,984,000 shares.  The effect of this action
is presented in the accompanying financial statements as of the first day of the
first period presented.














(Remainder
of this page left blank intentionally)














(Signatures
follow on next page)








F-11


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.







HPC Acquisitions,
      Inc.Dated:
      March 4, 2009
                          
                          /s/ Craig S. LaughlinCraig
      S. LaughlinPresident,
      Chief Executive OfficerChief
      Financial Officer and Director





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates as indicated.







Dated:
      March 4, 2009
                  
                  /s/ Craig S. LaughlinCraig
      S. LaughlinPresident,
      Chief Executive OfficerChief
      Financial Officer and
Director








16