UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                  FORM 10-QSB

    (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended September 30, 2002

    ( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                   For the transition period from _______ to ________

                   Commission file number:           000-49684
                                              -----------------------

                          HOPEWELL ACQUISITION CORP.
     ----------------------------------------------------------------
    (Exact Name of Small Business Issuer as specified in its charter)

                  Delaware                      01-0558051
     -------------------------------  ------------------------------
    (State or other jurisdiction of     (I.R.S. Employer Identification
       incorporation or organization               Number)


                   38 Fox Run Road, Monroe, Connecticut 06468
                --------------------------------------------------
                      (Address of principal executive offices)

                                (203) 261-5698
                --------------------------------------------------
                           (Issuer's telephone number)

                                     None
                ---------------------------------------------------
          (Former name, former address and former fiscal year, if changed
                               since last report)

    Indicate by check mark whether the Registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act
 of 1934 during the preceding 12 months (or for such shorter period that the
 Registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.  YES [ X ]    NO [  ]

   State the number of shares outstanding of each of the issuer's  classes
 of common equity, as of November 8, 2002: 5,000,000 shares of common stock,
 $.0001 par value

  Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]






                             TABLE OF CONTENTS



                                                                      PAGE
  PART  I.  FINANCIAL INFORMATION

  Item 1.   Financial Statements ..................................    3

  Item 2.   Management's Discussion and Analysis or
            Plan of Operation .....................................    8

  PART II.  OTHER INFORMATION

  Item 1.   Legal Proceedings .....................................   11

  Item 2.   Changes in Securities .................................   11

  Item 3.   Defaults Upon Senior Securities .......................   11

  Item 4.   Submission of Matters to a Vote of Security
            Holders ...............................................   11

  Item 5.   Other Information .....................................   11

  Item 6.   Exhibits and Reports on Form 8-K ......................   11

  Signature






                      PART I  -  FINANCIAL INFORMATION


 ITEM 1.    Financial Statements



                          HOPEWELL ACQUISITION CORP.
                      (A DEVELOPMENT STAGE CORPORATION)

                           BALANCE SHEETS (UNAUDITED)
                              SEPTEMBER 30, 2002


                                  ASSETS

CURRENT ASSETS:
 Cash ..................................................  $  503
                                                          ------

TOTAL ASSETS ...........................................  $  503
                                                          ======


                    LIABILITIES AND STOCKHOLDER'S EQUITY


LIABILITIES: ..........................................  $   --

STOCKHOLDER'S EQUITY:

 Preferred Stock, $.0001 par value, 20,000,000
 shares authorized, none issued and outstanding .......      --

 Common Stock, $.0001 par value, 80,000,000
 shares authorized, 5,000,000 issued
 and outstanding ......................................     500

Additional paid-in capital ............................     274

Deficit accumulated during development stage ..........    (271)
                                                           -----
 Total Stockholder's Equity ...........................     503

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY ............  $  503
                                                         =======



   See accountants' review report and notes to the financial
                        statements.





                        HOPEWELL ACQUISITION CORP.
                    (A DEVELOPMENT STAGE CORPORATION)

                   STATEMENTS OF OPERATIONS (UNAUDITED)
              FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002


Revenue .............................................       -
                                                         -----
Expenses
  General and administrative expenses ...............       -
                                                          ----
Total expenses ......................................       -
                                                         -----

Income before taxes .................................       -

Other Income
  Interest income ...................................       1

Provision for income taxes ..........................       -

NET Income ..........................................  $    1
                                                       =======

Basic loss per common share .........................  $ (.00)
                                                       =======

Diluted loss per common share .......................  $ (.00)
                                                       =======

Basic and diluted weighted average number
 of common shares outstanding ...................     5,000,000
                                                      =========




         See accountants' review report and notes to the
                    financial statements.



                           HOPEWELL ACQUISITION CORP.
                       (A DEVELOPMENT STAGE CORPORATION)

                       STATEMENTS OF CASH FLOWS (UNAUDITED)
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002



CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income .............................................    $   1

Adjustment to reconcile net loss
 to net cash used by operating activities: .............        -
                                                            -----
Net cash provided in operating activities ..............        1


CASH FLOWS FROM INVESTING ACTIVITIES ...................       --
                                                            -----

CASH FLOWS FROM FINANCING ACTIVITIES:

 Net cash provided by financing activities ...............     --
                                                             ----

INCREASE IN CASH AND CASH EQUIVALENTS ...................       1


CASH AND CASH EQUIVALENTS   BEGINNING OF PERIOD .........     502
                                                             =====

CASH AND CASH EQUIVALENTS   END OF PERIOD ...............   $ 503
                                                             =====



      See accountants' review report and notes to the financial
                             statements





                        HOPEWELL ACQUISITION CORP.
                     (A DEVELOPMENT STAGE CORPORATION)
                 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                              SEPTEMBER 30, 2002

NOTE  1 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    A.  Basis of Presentation

    The accompanying unaudited financial statements have been prepared by
    the Company in accordance with generally accepted accounting principles
    and pursuant to the rules and regulations of the Securities and Exchange
    Commission. Certain information and footnote disclosures normally
    included in financial statements, prepared in accordance with generally
    accepted accounting principles, have been condensed or omitted pursuant
    to such rules and regulations. The Company believes that the disclosures
    in these financial statements are adequate and not misleading.

    In the opinion of management, the unaudited financial statements contain
    all adjustments (consisting only of normal recurring adjustments)
    necessary for a fair presentation of the Company's financial position,
    results of operations and cash flows. Operating results for the three
    months ended September 30, 2002 are not necessarily indicative of the
    results for any future period.

   B.  Organization and Business Operations

   Hopewell Acquisition Corp. (a development stage company) ("the Company")
   was incorporated in Delaware on January 2, 2002 to serve as a vehicle
   to effect a merger, exchange of capital stock, asset acquisition or
   other business combination with a domestic or foreign private business.
   As of September 30, 2002, the Company had not yet commenced any formal
   business operations, and all activity to date relates to the Company's
   formation and preparation of the filing of a registration statement on
   Form 10-SB with the Securities and Exchange Commission.

   The year-end of the Company is December 31st for both book and tax
   purposes.

   The Company's ability to commence operations is contingent upon its
   ability to identify a prospective target business.

   C.  Income Taxes

   The Company accounts for income taxes under the Financial Accounting
   Standards Board of Financial Accounting No. 109, "Accounting for Income
   Taxes" "Statement 109"). Under Statement 109, deferred tax assets and
   liabilities are recognized for the future tax consequences attributable
   to differences between the financial statement carrying amounts of
   existing assets and liabilities and their respective tax basis. Deferred
   tax assets and liabilities are measured using enacted tax rates expected
   to apply to taxable income in the years in which those temporary
   differences are expected to be recovered or settled. Under Statement
   109, the effect on deferred tax assets and liabilities of a change in
   tax rates is recognized in income in the period that includes the
   enactment date. At September 30, 2002, there were no current or deferred
   income tax expense or benefits due to the Company not having any material
   operations.

   D.  Basic and diluted net loss per share

   Net loss per share is calculated in accordance with Statement of
   Financial Accounting Standards 128, Earnings Per Share ("SFAS 128").
   Basic net loss per share is based upon the weighted average number of
   common shares outstanding. Diluted net loss per share is based on the
   assumption that all dilutive convertible shares, stock options and
   warrants were converted or exercised. Dilution is computed by applying
   the treasury stock method. At September 30, 2002 there were no dilutive
   convertible shares, stock options or warrants.

NOTE  2 - STOCKHOLDER'S EQUITY

   A.  Preferred Stock

   The Company is authorized to issue 20,000,000 shares of preferred
   stock at $.0001 par value, with such designations, voting and other
   rights and preferences as may be determined from time to time by
   the Board of Directors.

   B.  Common Stock

   The Company is authorized to issue 80,000,000 shares of common stock
   at $.0001 par value.  At inception, January 2, 2002, the Company
   issued 5,000,000 shares of its common stock to Newfield Capital, Inc.
   ("Newfield Capital") pursuant to Section 4(2) of the Securities Act
   of 1933 for an aggregate consideration of $500 in cash.

   C.  Additional Paid-in Capital

   Additional paid-in capital at September 30, 2002 represents the fair value
   of the amount of organization and professional costs incurred by Newfield
   Capital on behalf of the Company. (See Note 3)

NOTE 3 - RELATED PARTY TRANSACTIONS

   The Company's sole officer and director is also the sole beneficial
   shareholder of the Company.

   The Company currently uses the offices of Newfield Capital, the sole
   shareholder of the Company, as its principal place of business at
   no cost to the Company.

   On January 2, 2002, the Company signed an agreement with Newfield
   Capital, the sole shareholder of the Company.  The Agreement calls
   for Newfield to provide the following services, without reimbursement
   from the Company, until the Company enters into a business combination
   as described in Note 1B:

     1.  Preparation and filing of required documents with the Securities
         and Exchange Commission.

     2.  Location and review of potential target companies.

     3.  Payment of all corporate, organizational, and other costs incurred
         by the Company.

NOTE 4 - GOING CONCERN CONSIDERATION

    The accompanying financial statements have been prepared in conformity
    with generally accepted accounting principles in the United States, which
    contemplates the continuation of the Company as a going concern. However,
    the Company is in the development stage, and has no current sources of
    revenue.  Without realization of additional capital, it would be unlikely
    for the Company to continue as a going concern.

    The management's plans include the acquisition of a suitable business
    venture to provide the opportunity for the Company to continue as a going
    concern. However, there can be no assurance that management will be
    successful in this endeavor.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Liquidity and Capital Resources

We are a development stage company with minimal assets, and since inception
(January 2, 2002), have experienced operating losses. As of September 30, 2002,
the Company's balance sheet reflects a total asset value of $503.

We will incur expenses due to the legal and accounting services required to
prepare and file reports with the Securities and Exchange Commission. We
anticipate that such expenses will be paid by Newfield Capital, Inc., the sole
shareholder of the Company. At inception, the Company signed an agreement with
Newfield Capital, Inc.  The Agreement calls for Newfield Capital to provide the
following services, without reimbursement from the Company until the Company
is able to consummate a business combination:  (i) Preparation and filing of
required reports with the Securities and Exchange Commission, (ii) Location and
review of potential target companies, and (iii) Payment of all corporate,
organizational, and other costs incurred by the Company.  See Note 3 to the
Financial Statements.

In the event we acquire a business opportunity we may incur additional expenses
related to proxy or information statements we must provide to our stockholders
which disclose that company's business operations, management and financial
condition.  In addition, the acquired or merged company will be subject to
these same reporting obligations.  The Company has no current plans to raise
additional capital through sale of securities, or otherwise.

Results of Operations

Since inception, the Company has not engaged in any operations other than
filing a registration statement on Form 10-SB/12g with the Securities and
Exchange Commission under the Securities and Exchange Act of 1934, as amended.
No revenues were received for the three months ended September 30, 2002, and
the Company has experienced cumulative net losses of $271.

We are a "blank check" company. The purpose of the Company is to seek,
investigate, and if such investigation warrants, acquire a favorable business
opportunity.  Such an acquisition may be made by purchase, merger, and/or
exchange of stock, or otherwise. Currently the Securities and Exchange
Commission is reviewing the Company's registration statement on Form 10-SB/12g.
After the registration statement reaches no further comments by the Securities
and Exchange Commission, the Company will investigate, review and evaluate
business opportunities as they become available and will seek to acquire or
become engaged in business opportunities at such time as specific opportunities
warrant. The Company has very limited capital, and it is unlikely that the
Company will be able to take advantage of more than one such business
opportunity.  The Company intends to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.

To date the Company has not had any preliminarily contact, agreements or
understandings with any consultant to provide services or with companies that
are searching for blank check companies with which to merge. The Company does
not intend to have any such contact or relationship until the registration
statement of the Company on Form 10-SB/12g completes the comment period
with the Securities and Exchange Commission.

To date Mr. Huang, the sole officer and director of the Company, in any
capacity, including as the principal of Newfield Capital, has not had any
preliminary contact or discussions with, and there are no present plans,
proposals, arrangements or understandings with, any representatives of the
owners of any business or company regarding the possibility of a acquisition
or merger transaction. The Company does not intend to have any such contact
or relationship until the registration statement of the Company on Form
10-SB/12g completes the comment period with the Securities and Exchange
Commission.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company.  When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements.  Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and
the like, and are subject to certain risks, uncertainties and assumptions
which could cause actual results to differ materially from projections or
estimates contained herein.  Factors which could cause actual results to
differ materially include, among others, unanticipated delays or difficulties
in location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market conditions,
lack of adequate management personnel and the like.  Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially form those anticipated,
estimated or projected. The Company cautions again placing undue reliance on
forward-looking statements all of that speak only as of the date made.


                        PART II.   OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

  Exhibit No.                      Description
--------------     -----------------------------------------------------
     3.1           Articles of Incorporation of Wayne Acquisition Corp.*

     3.2           Bylaws of Wayne Acquisition Corp.*

     10.1          Agreement between the Company and Newfield Capital, Inc.
                   executed on February 2, 2002*

     10.2          Shareholder Agreement executed on February 15, 2002*

  *  Incorporated herein by reference to the Exhibits on the Company's
Form 10-SB/12g as filed with the Securities and Exchange Commission on
March 13, 2002.


(b) Reports on Form 8-K

    No reports on Form 8-K were required to be filed for the period covered by
    this Form 10-QSB.



                               SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



                                    HOPEWELL ACQUISITION CORP.

                                     Date:  November 8, 2002


                                    By:  /s/ Gary G. Huang
                                        -------------------
                                           Gary G. Huang
                                       President and Director



                             CERTIFICATIONS


    I, Gary Huang, President and Director of Hopewell Acquisition Corp,
certify that:

    1.  I have reviewed this quarterly report on Form 10-QSB of Hopewell
Acquisition Corp.;

    2.  Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

    3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

    4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

       a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          quarterly report is being prepared;

       b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date
          of this quarterly report (the "Evaluation Date"); and

       c) presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

   5.  The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

      a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

      b) any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

  6.  The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 8, 2002


/s/ Gary Huang
-----------------------
President and Director