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

                            FORM 10-KSB

(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, 2003

 [ ]  TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                     Commission File No. 000-49681

                      THOMPSON ACQUISITION CORP.
             ---------------------------------------------
             (Name of Small Business Issuer in its Charter)

              Delaware                          30-0008916
---------------------------------   -----------------------------------
(State or other jurisdiction        (I.R.S. Employer Identification No.)
  of incorporation or organization)

    38 Fox Run Road, Monroe, Connecticut               06468
------------------------------------------  ---------------------------
   Address of principal executive offices           Zip Code

           Issuer's telephone number:  (203) 261-5698
-----------------------------------------------------------------------
       SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT

                     Common Stock, $.0001 Par Value
                 ----------------------------------------
                           (Title of Class)

Check whether the issuer: (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 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  [  ]

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in the form, and no disclosure will
be contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of the
Form 10-KSB.  							          [X]

State issuer's revenues for its most recent fiscal year:   $ 0.

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days:   Since
there is no trading market for Registrant's securities, no estimate as
to the market value can be given.

State the number of shares outstanding of each of the issuer's classes
of common equity:  As of March 19, 2004: 5,000,000 shares of common stock,
par value $.0001 per share, were outstanding.

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


                          TABLE OF CONTENTS


                               PART I

Item 1.  Description of Business..................................     3
Item 2.  Description of Properties................................     4
Item 3.  Legal Proceedings........................................     4
Item 4.  Submission of Matters to a Vote of Security Holders......     4

                               PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.     4
Item 6.  Management's Discussion and Analysis or Plan of Operations    4
Item 7.  Financial Statements.....................................    12
Item 8.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure....................    22
Item 8A. Controls and Procedures..................................    22

                              PART III

Item 9.  Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the
           Exchange Act...........................................    23
Item 10. Executive Compensation...................................    24
Item 11. Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters..............    25
Item 12. Certain Relationships and Related Transactions...........    25
Item 13. Exhibits and Reports on Form 8-K.........................    27
Item 14. Principal Accountant Fees and Services...................    28

SIGNATURES


<PAGE>                           2



                              PART I


Item 1.   DESCRIPTION OF BUSINESS

Thompson Acquisition Corp. (the "Company") was incorporated under the laws
of the State of Delaware on January 2, 2002. We were formed as a blank
check company for the purpose of seeking to complete a merger or business
acquisition transaction. We have not been involved in any bankruptcy,
receivership or similar proceeding.  We have not been involved in any
material reclassification, merger consolidation, or purchase or sale of a
significant amount of assets not in the ordinary course of business.

We have been in the developmental stage since inception and have conducted
virtually no business operations other than organizational activities and
filing of periodic reports as required by the Securities Exchange Act of
1934. We have no full-time employees and own no real estate or personal
property.

We have voluntarily filed a registration statement on Form 10-SB in order
to become a 12(g) registered company under the Securities Exchange Act of
1934.  As a "reporting company," we may be more attractive to a private
acquisition target because our common stock shares may thereby be quoted
on the OTC Bulletin Board. As a result of filing the registration
statement, we are obligated to file with the Securities and Exchange
Commission (the "SEC") certain interim and periodic reports including an
annual report.

We are a "blank check" company, whose business plan is to seek,
investigate, and, if warranted, acquire one or more properties or
businesses, and to pursue other related activities intended to enhance
shareholder value. The acquisition of a business opportunity may be made
by purchase, merger, exchange of stock, or otherwise, and may encompass
assets or a business entity, such as a corporation, joint venture, or
partnership. We have no capital, and it is unlikely that we will be able
to take advantage of more than one such business opportunity. We intend
to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.

To date we have not identified any business opportunity, and nor have our
officer, director and promoter had any preliminary contact or discussion
with any specific candidate for acquisition. There are no proposals,
arrangements, or understandings with any representatives of the owners
of any business or company regarding the possibility of an acquisition
transaction.

The proposed business activities described herein classify us as a "blank
check" company.  Many states have enacted statutes, rules and regulations
limiting the sale of securities of blank check companies in their
respective jurisdictions. We do not intend to undertake any offering of
our securities, either debt or equity, until such time as we have
successfully implemented our business plan described herein. We have no
current plans, proposals, arrangements or understandings with respect to
issuance of additional securities prior to the location of a merger or
acquisition candidate. There have been no arrangements, agreements
(including derivative agreements), contracts that give or will give anyone
else an interest in the Company.  Our shareholder has not used our
shares to secure a loan.

<PAGE>                            3


Item 2.  DESCRIPTION OF PROPERTY

We have no properties, and we have no agreements to acquire any properties.
We currently maintain a mailing address at the office of Newfield Capital,
Inc., the sole shareholder of the Company, at no cost to us. Newfield
Capital, Inc. has agreed to continue this arrangement until we complete
a business combination.


Item 3.  LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings.


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

No matter was submitted to a vote of stockholders in the fourth quarter
of 2003.


                              PART II

Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NO TRADING MARKET.  There is no trading market for our common stock and
there has been no trading market to date. We will not undertake any
efforts to cause a market to develop in our securities until such time
as we have successfully merge or acquire an operating business entity.
There are no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of our
securities.

OPTIONS OR WARRANTS. There are no outstanding options or warrants to
purchase, nor any securities convertible into, our common shares.

NUMBER OF SHAREHOLDERS.  There is currently one stockholder of our
outstanding common stock.

DIVIDENDS.  We have not paid any dividends to date, and have no plans
to do so in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

For the year ended December 31, 2003, we have not sold any equity
securities that were not registered under the Securities Act of 1933,
as amended.


Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Some discussions in this report may contain forward-looking statements
that involve risk and uncertainty. Forward-looking statements are often
identified by words like: "believe", "expect", "estimate", "anticipate",
"intend", "plan" and similar expressions or words which, by their nature,
refer to future events. These statements are only predictions and involve
known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements
expressed or implied by these forward-looking statements. These forward-
looking statements represent our judgment as of the date of this filing.
Except as required by applicable laws, we disclaim, however, any intent
or obligation to update these forward-looking statements.

Plan of Operation

Our purpose is to seek, investigate and, if such investigation warrants,
merge or acquire an interest in business opportunities presented to us
by persons or companies who or which desire to seek the perceived
advantages of a Securities Exchange Act of 1934 registered corporation.
As to date we have no particular acquisitions in mind and have not
entered into any negotiations regarding such an acquisition, and neither
our 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
us and such other company.

Search for Business Opportunities

Our search will be directed toward small and medium-sized enterprises,
which have a desire to become reporting corporations and which are able
to provide audited financial statements. We do not propose to restrict
our search for business opportunities to any particular geographical
area or industry, and may, therefore, engage in essentially any business,
to the extent of its limited resources. This includes industries such
as service, manufacturing, high technology, product development, medical,
communications and others. Our 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 we 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 us.

Business opportunities may come to our attention from various sources,
including professional advisers such as attorneys and accountants,
venture capitalists, members of the financial community, and others who
may present unsolicited proposals. In case required by the ferderal
securities laws, the company intends to retain a registered broker-dealer
to effect the transactions in our securities.

We have entered into a services agreement with Newfield Capital to
supervise the search for target companies as potential candidates for a
business combination. Under the agreement, Newfield Capital agreed to
(i) assist us in the preparation and filing with the SEC of a
registration statement on Form 10-SB for our common stock; (ii) assist
us in the location and review of potential target companies for a
business combination; (iii) assist us in the preparation and filing
with the SEC of all required filings under the Securities Exchange Act
of 1934; and (iv) we may use the offices of Newfield Capital as our
mailing address without any rent payments. In addition, Newfield Capital
agreed to pay on behalf of the Company all corporate, organizational
and other costs incurred or accrued by us until effectiveness of a
business combination without repayment.  This agreement will continue
until such time as we have effected a business combination.

In the event of a successful merger or acquisition, we may pay a finder's
fee, in the form of cash or common stock in the merged entity retained
by us, to persons instrumental in facilitating the transaction. The amount
of any finder's fee will be subject to negotiation, and cannot be estimated
at this time, but is expected to be comparable to consideration normally
paid in like transactions. Any cash finder's fee earned will need to be
paid by the prospective merger or acquisition candidate, as we have no cash
assets with which to pay such obligation. No fees of any kind will be paid
to our promoter and management or his associates or affiliates.

We will not restrict our 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 we may offer. However, we do not intend to obtain funds
to finance the operation of any acquired business opportunity until such
time as we have 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
our sole officer and director, who is not a professional business analyst.
In analyzing prospective business opportunities, we 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; the potential for growth or expansion; 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.

Prior to making a decision to participate in a business opportunity, we
will generally request that it be provided with written materials regarding
the business opportunity containing as much relevant information as
possible. Including 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.

We are subject to the reporting requirements of the Exchange Act. Any
merger or acquisition candidate will become subject to the same reporting
requirements of the Exchange Act as us following consummation of any
merger or acquisition. In the event we successfully complete 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. We will not acquire or merge
with any entity which cannot provide audited financial statements at or
within a required period of time after closing of the proposed transaction.
The audited financial statements of the acquired company must be furnished
with 75 days following the effective date of a business combination.

When a non-reporting company becomes the successor of a reporting company
by merger, consolidation, exchange of securities, acquisition of assets
or otherwise, the successor company is required to provide in a Form 8-K
current report the same kind of information that would appear in a
registration statement, including audited and pro forma financial
statements.  The SEC treats these Form 8-K filings in the same way it
treats the registration statements on Form 10-SB filings. The SEC may
issue substantive comments on the sufficiency of the disclosures
represented.  If the Company enters into a business combination with
a non-reporting company, such non-reporting company will not receive
reporting status until the SEC has determined that it will not review
the 8-K filing or all of the comments has been cleared.

Acquisition of a Business Opportunity

In implementing a structure for a particular business combination, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another entity. It may also
acquire stock or assets of an existing business.  In connection with a
merger or acquisition, it is highly likely that an amount of stock
constituting control of us would either be issued by the Company or be
purchased from our current principal stockholder by the acquiring entity
or his affiliates, and accordingly, the shareholders of the target
company, typically, become the majority of the shareholders of the
combined company, the board of directors and officers of the target
company become the new board and officers of the combined company and
often the name of the target company becomes the name of the combined
company. There are currently no arrangements that would result in a
change of control of the Company.

It is anticipated that any securities issued as a result of consummation
of a business combination will be issued in reliance upon one or more
exemptions from registration under applicable federal and state
securities laws to the extent that such exemptions are available. In some
circumstances, however, as a negotiated element of its transaction, the
Company may agree to register all or a part of such securities immediately
after the transaction is consummated or at specified times thereafter. If
such registration occurs, of which there can be no assurance, it will be
undertaken by the surviving entity after we have consummated a business
combination and we are no longer considered a blank check company. Until
such time as this occurs, we will not attempt to register any additional
securities. There are no plans, proposals, arrangements or understandings
with respect to the sale or issuance of additional securities.

While the actual terms of a transaction to which we may be a party cannot
be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable
event and thereby structure the acquisition in a "tax-free" reorganization
under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
In order to obtain tax-free treatment, it may be necessary for the owners
of the surviving entity to own 80% or more of the voting stock of the
surviving entity. In this event, the existing shareholder of the Company
would retain less than 20% of the issued and outstanding shares of the
surviving entity, which could result in significant dilution in the equity
of such shareholders. However, treatment as a tax-free reorganization will
not be a condition of any future business combination and if it is not the
case, we will not obtain an opinion of counsel that the reorganization
will be tax free.

There are no present plans, proposals, arrangements or understandings
to offer the shares of the post-merger companies to third parties if any
mergers occur, and there is no a marketing plan to distribute the shares
of the post-merger companies to third parties.

Investment Company Act of 1940

Although we are subject to regulation under the Securities Exchange Act
of 1934, we believe we will not be subject to regulation under the
Investment Company Act of 1940, insofar as we will not be primarily engaged
in the business of investing or trading in securities. In the event we
engage in a business combination which results in us holding passive
investment interests in a number of entities, we could be subject to
regulation under the Investment Company Act of 1940.  In such event, we
would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. We have
obtained no formal determination from the SEC as to our status under the
Investment Company Act of 1940 and, consequently, any violation of such
Act would subject us to material adverse consequences.

As our controlling shareholder, Newfield Capital may participate in a
business opportunity by purchasing, holding or selling the securities of
such business.  Newfield Capital does not, however, intend to engage
primarily in such activities. Specifically, Newfield Capital intends to
conduct its activities so as to avoid being classified as an "investment
company" under the Investment Company Act of 1940, as amended, and
therefore to avoid application of the costly and restrictive registration
and other provisions of the Investment Company Act, and the regulations
promulgated thereunder.

Results of Operations

Since inception the Company has not engaged in any operations other than
filing periodic reports with the SEC under the Securities and Exchange
Act of 1934, as amended. For the year ended December 31, 2003, we have
generated no revenues, and we have experienced cumulative net losses of
$1,344.

Liquidity and Capital Resources

At December 31, 2003, we had no cash assets and other assets. At December
31, 2003, we had no liabilities.

We incur expenses due to the legal and accounting services required to
prepare and file reports with the SEC. It is anticipated that such expenses
will be paid by Newfield Capital, Inc., our sole shareholder. In January
2002, the Company entered an agreement with Newfield Capital, Inc. Under
the agreement, Newfield Capital agreed to provide the following services,
without reimbursement from us until we consummate a business combination:
(i) Preparation and filing of required reports with the SEC, (ii) Location
and review of potential target companies, and (iii) Payment of all
corporate, organizational, and other costs incurred by us. Should, Newfield
Capital fail to pay such expenses, we have not identified any alternative
sources, there is substantial doubt about our ability to continue as a
going concern. It is not anticipated that the Company will raise fund,
either debt or equity, while it is still a blank check company. The Company
will not borrow any funds to make any payments to its promoter, management
or his affiliates or associates.

RISK FACTORS

Our business is subject to numerous risk factors, including, but not
limited to, the following:

WE HAVE NO OPERATING HISTORY, NO ASSETS, AND NO SOURCE OF REVENUE. We have
no operating history nor any revenues or earnings from operations. We have
no assets or financial resources. We will, in all likelihood, continue to
sustain operating expenses without corresponding revenues, at least until
the consummation of a business combination. This may result in the Company
incurring a net operating loss which will increase continuously until we
can consummate a business combination with a target company. There is no
assurance that we can identify such a target company and consummate such
a business combination.

WE HAVE ONLY ONE DIRECTOR AND OFFICER. Because management consists of only
one person, while seeking a business combination, he will be the only
person responsible in implementing our business plan. We do not benefit
from multiple judgments that a greater number of directors or officers
would provide, and we will rely completely on the judgment of our one
officer and director when selecting a target company. There is no
employment agreement between us and our sole executive office. We have not
obtained key man life insurance on him.

THE PROPOSED OPERATIONS OF THE COMPANY ARE SPECULATIVE. The success of
our proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified target
company. While business combinations with entities having established
operating histories are preferred, there can be no assurance that we will
be successful in locating candidates meeting such criteria. The decision
to enter into a business combination will likely be made without detailed
feasibility studies, independent analysis, market surveys or similar
information which, if we had more funds available to it, would be
desirable.  In the event we complete a business combination, the success
of our operations will be dependent upon management of the target company
and numerous other factors beyond our control. There is no assurance that
we can identify a target company and consummate a business combination.

CONFLICTS OF INTEREST. Certain conflicts of interest exist between the
Company and Gary Huang, our sole officer and director. Mr. Huang has
other business interests to which he currently devotes attention, and is
expected to continue to do so. As a result, conflicts of interest may
arise that can be resolved only through his exercise of judgment in a
manner which is consistent with fiduciary duties to us. Conflicts of
interest and non-arms length transactions may also arise in the future
in the event our current and future officers or directors are is involved
in the management of any company with which we transact business.
Management has adopted a policy that the Company will not seek a merger
with, or acquisition of, any entity in which management serves as officer,
director or partner, or in which he or his family members own or hold
any ownership interest. We have established no other binding guidelines
or procedures for resolving potential conflicts of interest.

REGULATIONS OF PENNY STOCKS. The SEC has adopted a number of rules to
regulate "penny stocks."  Such rules include Rule 3a51-1 and Rules 15g-1
through 15g-9 under the Securities Exchange Act of 1934, as amended.
Because our securities may constitute "penny stocks" within the meaning
of the rules (as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per
share, largely traded in the NASD's OTC Bulletin Board or the "Pink
Sheets"), the rules would apply to the Company and to its securities.

The SEC has adopted Rule 15g-9 which established sales practice
requirements for certain low price securities.  Unless the transaction is
exempt, it shall be unlawful for a broker or dealer to sell a penny stock
to, or to effect the purchase of a penny stock by, any person unless prior
to the transaction: (i) the broker or dealer has approved the person's
account for transactions in penny stock pursuant to this rule and (ii) the
broker or dealer has received from the person a written agreement to the
transaction setting forth the identity and quantity of the penny stock
to be purchased. In order to approve a person's account for transactions
in penny stock, the broker or dealer must: (a) obtain from the person
information concerning the person's financial situation, investment
experience, and investment objectives; (b) reasonably determine that
transactions in penny stock are suitable for that person, and that the
person has sufficient knowledge and experience in financial matters that
the person reasonably may be expected to be capable of evaluating the
risks of transactions in penny stock; (c) deliver to the person a written
statement setting forth the basis on which the broker or dealer made the
determination (i) stating in a highlighted format that it is unlawful
for the broker or dealer to affect a transaction in penny stock unless
the broker or dealer has received, prior to the transaction, a written
agreement to the transaction from the person; and (ii) stating in a
highlighted format immediately preceding the customer signature line that
(iii) the broker or dealer is required to provide the person with the
written statement; and (iv) the person should not sign and return the
written statement to the broker or dealer if it does not accurately
reflect the person's financial situation, investment experience, and
investment objectives; and (d) receive from the person a manually signed
and dated copy of the written statement. It is also required that
disclosure be made as to the risks of investing in penny stock and the
commissions payable to the broker-dealer, as well as current price
quotations and the remedies and rights available in cases of fraud in
penny stock transactions. Statements, on a monthly basis, must be sent
to the investor listing recent prices for the Penny Stock and
information on the limited market.

LACK OF MARKET RESEARCH. We have neither conducted, nor have others made
available to us, results of market research indicating that market demand
exists for the transactions contemplated by the Company. Even in the event
a business opportunity is identified for a merger or acquisition
contemplated by the Company, there is no assurance we will be successful
in completing any such business combination.

COMPETITION. We are and will continue to be an insignificant participant
in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of
established and well-financed entities, including venture capital firms,
are active in mergers and acquisitions of companies which may be desirable
target candidates for us.  Nearly all such entities have significantly
greater financial resources, technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, we will also
compete in seeking merger or acquisition candidates with other public
"blank check" companies, some of which may also have funds available for
use by an acquisition candidate.

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE AN ACQUISITION. The Exchange
Act requires that any merger or acquisition candidates comply with all
applicable reporting requirements, which include providing audited
financial statements to be included in the reporting filings made under
the Exchange Act. Thus, in the event we 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. The time and additional costs that
may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by us. Merger or acquisition candidates that do
not have, or are unable to provide reasonable assurances that they will
be able to obtain the required audited financial statements would not
considered by us to be appropriate for merger or acquisition so long as
the reporting requirements of the Exchange Act are applicable. We will
not acquire or merge with any entity which cannot provide audited
financial statements at or within a required period of time after closing
of the proposed transaction.

PROBABLE CHANGE IN CONTROL AND MANAGEMENT. In conjunction with completion
of a business acquisition, it is anticipated that we will issue an amount
of our authorized but unissued common stock that represents the greater
majority of the voting power and our equity, which will, in all likelihood,
result in shareholders of a target company obtaining a controlling
interest in us. As a condition of the business combination agreement, our
current shareholder may agree to sell or transfer all or a portion of the
Company's common stock he owns so to provide the target company with all
or majority control. The resulting change in control of the Company will
likely result in removal of our present officer and director and a
corresponding reduction in or elimination of his participation in the
future affairs of the Company.

NO PUBLIC MARKET EXISTS. There is currently no public market for our
securities, and no assurance can be given that a market will develop or
that a shareholder ever will be able to liquidate his investment without
considerable delay, if at all. If a market should develop, the price may
be highly volatile. Owing to the low price of the securities, many
brokerage firms may not be willing to effect transactions in the
securities. Moreover, many lending institutions will not permit the use
of such securities as collateral for any loans.

ADDITIONAL RISKS - DOING BUSINESS IN A FOREIGN COUNTRY. We may effectuate
a business combination with a merger target whose business operations or
even headquarters, place of formation or primary place of business are
located outside the United States. In such event, we may face significant
additional risks associated with doing business in that country. In
addition to the language barriers, different presentations of financial
information, different business practices, and other cultural differences
and barriers that may make it difficult to evaluate such a merger target,
ongoing business risks result from the international political situation,
uncertain legal systems and applications of law, prejudice against
foreigners, corrupt practices, uncertain economic policies and potential
political and economic instability that may be exacerbated in various
foreign countries.

TAXATION. Federal and state tax consequences will, in all likelihood,
be major considerations in any business combination that we may undertake.
Currently, such transaction may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. We intend to structure any business combination so as to
minimize the federal and state tax consequences to both us and the target
entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax- free reorganization or
that the parties will obtain the intended tax-free treatment upon a
transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes, which may have an
adverse effect on both parties to the transaction.


Item 7.  FINANCIAL STATEMENTS

The Company is an inactive entity as defined by Section 3-11 of Regulation
S-X. Accordingly, the financial statements required for purposes of
reports pursuant to the Securities Exchange Act of 1934 may be unaudited.


                      THOMPSON ACQUISITION CORP.
                     (A Development Stage Company)

                    Unaudited Financial Statements
    As of December 31, 2003 and for the Year Ended December 31, 2003


                            TABLE OF CONTENTS



                                                                   Page No.
                                                                   -------
Balance Sheet as of December 31, 2003 and 2002................        14

Statement of Operations for the Years Ended December 31, 2003
 and 2002.....................................................        15

Statement of Changes in Stockholder's Equity for the Years
 Ended December 31, 2003 and 2002.............................        16

Statement of Cash Flows for Years Ended December 31, 2003
 and 2002.....................................................        17

Notes to Financial Statements..................................       18





<PAGE>                             13




                       THOMPSON ACQUISITION CORP.
                      (A DEVELOPMENT STAGE COMPANY)

                             BALANCE SHEET
                     As of December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                ASSETS

                                                    2003          2002
                                                  ---------     --------
                                                 (Unaudited)

                                             <c>            <c>

CURRENT ASSETS................................   $       0      $     0
                                                 ---------      --------
OTHER ASSETS..................................           0            0
                                                 ---------      --------
TOTAL ASSETS..................................   $       0      $     0
                                                 =========      ========

                    LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES...........................    $      0      $     0
                                                 ---------      --------
TOTAL LIABILITIES.............................           0            0
                                                 ---------      --------
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           500

Additional paid-in capital.....................     1,854           844
Deficit accumulated during development stage...   (2,354)       (1,344)
                                                 --------      --------
  Total Stockholder's Equity...................         0             0
                                                 --------      --------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY.....  $      0      $      0
                                                 ========      =========


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


</TABLE>

<PAGE>                            14



                        THOMPSON ACQUISITION CORP.
                       (A DEVELOPMENT STAGE COMPANY)

                          STATEMENT OF OPERATIONS
                For the Year Ended December 31, 2003 and 2002
<TABLE>
<CAPTION>

                                                   2003         2002
                                                -----------   ---------
                                                (Unaudited)

                                              <c>          <c>

Sales........................................     $       -   $       -
                                                  ---------   ---------
Operating Expenses:
  General and administrative expenses........         1,010        1,073
  Organization expense.......................             -          274
                                                  ----------   ---------
Total expenses...............................         1,010        1,347
                                                  ----------   ---------
Income (loss) before income taxes............       (1,010)      (1,347)
                                                  ----------   ---------
Other Income
  Interest income............................             -           3
                                                  ----------   ----------
Provision for income taxes...................             -           -

Net loss.....................................       (1,010)    $ (1,344)
                                                  =========    =========

Basic loss per common share..................     $ (.0002)    $ (.0003)
                                                  =========    =========
weighted average number
 of common shares outstanding................     5,000,000    5,000,000
                                                  =========    =========


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


</TABLE>


<PAGE>                            15



                     THOMPSON ACQUISITION CORP.
                   (A DEVELOPMENT STAGE COMPANY)

             STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
       For the Years Ended December 31, 2003 (Unaudited)and 2002

<TABLE>
<CAPTION>

                           Common Stock          Additional         Deficit Accumulated
                      Shares        Amount     Paid-in Capital    During Development Stage    Total
                   ------------  ----------  -------------------  -------------------------  -------

                <c>            <c>         <c>                  <c>                      <c>
Inception
  Jan. 2, 2002            -            -               -                     -                  -

Issuance of
 common stock      5,000,000      $   500         $    -              $      -               $ 500

Fair value of
 expenses contributed     -            -              844                     -                844

Net loss for the
 periods ended
 at Dec. 31, 2002         -            -                -               (1,344)            (1,344)

Balance at
 Dec. 31, 2002    5,000,000           500             844               (1,344)                  -

Fair value of
 Expenses contributed    -             -            1,010                     -              1,010

Net loss for the year
  Ended Dec. 31, 2003    -             -                -               (1,010)            (1,010)

Balance at
  Dec. 31, 2003  5,000,000            500           1,854               (2,354)                  0
                 =========           =====          =====               =======             ======



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

</TABLE>


<PAGE>                            16



                        THOMPSON ACQUISITION CORP.
                      (A DEVELOPMENT STAGE COMPANY)


                         STATEMENT OF CASH FLOWS
               For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                   2003       2002
                                                ----------  ---------
                                                (Unaudited)

                                             <c>          <c>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss......................................   $ (1,010)   $ (1,344)
                                                 ---------   ---------
Adjustment to reconcile net loss
 to net cash used by operating activities.....          -           -
                                                 ---------   ---------
Net cash used in operating activities.........     (1,010)     (1,344)
                                                 ---------   ----------

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

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock.........         -         500
Contributed additional paid-in capital.........     1,010         844
                                                 --------     -------
Net cash provided by financing activities......     1,010       1,344
                                                 --------     --------

NET INCREASE (DECREASE)........................         -           -
                                                 --------     --------

CASH AND CASH EQUIVALENTS
  - at Beginning of Period.....................        0            0
                                                 --------     --------
CASH AND CASH EQUIVALENTS
  - at End of Period...........................   $    0       $    0
                                                 ========     ========


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

</TABLE>


<PAGE>                           17



                        THOMPSON ACQUISITION CORP.
                      NOTES TO FINANCIAL STATEMENTS
                         AS OF DECEMBER 31, 2003
                              (UNAUDITED)


NOTE  1 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  Organization and Business Operations

Thompson 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. At
December 31, 2003, the Company had not yet commenced any formal business
operations.

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.

B.  Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an
original maturity of three months or less from the date of purchase that
are readily convertible into cash to be cash equivalents.

C.  Use of Estimates

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States 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.

D.  Income Taxes

The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards 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. There were no current or deferred income
tax expense or benefits due to the Company not having any material
operations for the period ended December 31, 2003.

E.  Net loss per share

Statement of Financial Accounting Standards No. 128, "Earnings per Share,"
requires dual presentation of basic earnings per share ("EPS") and diluted
EPS on the face of all income statements issued after December 15, 1997
for all entities with complex capital structures. Basic EPS is computed
as net income divided by the weighted average number of both classes of
common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur from common stock equivalents such as
common shares issuable through stock options, warrants and other
convertible securities. At December 31, 2003 and 2002, the Company had no
outstanding common stock equivalents, and only basic EPS is reported for
the years then ended.

F.  New Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Statements
No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical Corrections."
This statement culminates the current requirements that gains and losses
on debt extinguishment must be classified as extraordinary items in the
income statement. Instead, such gains and losses will be classified as
extraordinary items only if they are deemed to be unusual and infrequent,
in accordance with the current GAAP criteria for extraordinary
classifications. In addition, SFAS No. 145 eliminates an inconsistency in
lease accounting by requiring that modifications of capital leases that
result in reclassification as operating leases be accounted for consistent
with sales-leaseback accounting rules. The statement also contains other
nonsubstantive corrections to authoritative accounting literature. The
rescission of SFAS No. 4 is effective in fiscal years beginning after
May 15, 2002. The amendment and technical corrections of SFAS No. 13 are
effective for transactions occurring after May 15, 2002. All other
provisions of SFAS No. 145 are effective for financial statements issued
on or after May 15, 2002. SFAS No. 145 has no impact on the Company's
financial statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which addresses accounting
for restructuring and similar costs. SFAS No. 146 supersedes previous
accounting guidance, principally Emerging Issues Task Force Issue
No. 94-3. SFAS No. 146 requires that the liability for costs associated
with an exit or disposal activity be recognized when the liability is
incurred. SFAS No. 146 also establishes that the liability should
initially be measured and recorded at fair value. Accordingly SFAS
No. 146 may affect the timing of recognizing future restructuring costs
as well as the amount recognized. The provisions of SFAS 146 are
effective for exit or disposal activities that are initiated after
December 31, 2002. SFAS No. 146 has no impact on the Company's financial
statements.

In August 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes acquisitions of financial
institutions from the scope of SFAS No. 72 and FASB Interpretation
No. 9, and requires that those transactions be accounted for in
accordance with SFAS No. 141 and SFAS No. 142. In addition, SFAS
No. 147 amends SFAS No. 144, to include in its scope long-term customer-
relationship intangible assets of financial institutions. The provisions
of SFAS No. 147 are generally effective October 1, 2002.  SFAS No. 147
has no impact of the Company's financial statements.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting for Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, an interpretation of FASB Statements
No. 5, 57 and 107 and rescission of FASB Interpretation No. 34, Disclosure
of Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45
clarifies the requirements for a guarantor's accounting for and disclosure
of certain guarantees issued and outstanding. It also requires a
guarantor to recognize, at the inception of a guarantee, a liability for
the fair value of the obligation undertaken in issuing the guarantee. This
interpretation also incorporates without reconsideration the guidance in
FASB Interpretation No. 34, which is being superseded. The adoption of
FIN 45 has no material effect on the Company's financial statements.

In November 2002, the Emerging Issues Task Force ("EITF") reached a
consensus on EITF 00-21, "Revenue Arrangements with Multiple Deliverables,"
related to the timing of revenue recognition for arrangements in which
goods or services or both are delivered separately in a bundled sales
arrangement. The EITF requires that when the deliverables included in this
type of arrangement meet certain criteria they should be accounted for
separately as separate units of accounting. This consensus is effective
prospectively for arrangements entered into in fiscal periods beginning
after June 15, 2003. EITF 00-21 will not have an impact upon initial
adoption and is not expected to have impact on the Company's results of
operations, financial position and cash flows.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation, Transition and Disclosure, an amendment of FASB Statement
No. 123." SFAS No. 148 provides alternative methods of transition for an
entity that voluntarily changes to the fair value based method of
accounting for stock-based employee compensation. It also amends the
disclosure provisions of SFAS No. 123 to require prominent disclosure
about the effects of reported net income of an entity's accounting policy
decisions with respect to stock-based employee compensation. Finally, this
Statement amends APB Opinion No. 28, Interim Financial Reporting, to
require disclosure about those effects in interim financial information.
The amendments to SFAS No. 123, which provides alternative methods of
transition for an entity that voluntarily changes to the fair value based
method of accounting for stock-based employee compensation is effective
for financial statements for fiscal years ending after December 15, 2002.
The amendment to SFAS No. 123 relating to disclosures and the amendment
to Opinion 28 is effective for financial reports containing condensed
financial statements for interim periods beginning after December 15,
2002. SFAS No. 148 has no impact on the Company's financial statements.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities." This standard amends
and clarifies the accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and hedging
activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities."  This statement is effective prospectively for
contracts entered into or modified after June 30, 2003, and for
hedging relationships designated after June 30, 2003. SFAS No. 149
is not expected to have a material effect on the Company's results of
operations, financial position and cash flows.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and
Equity." This statement establishes standards for how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity. This statement is effective for financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after
June 15, 2003.  SFAS No. 150 is not anticipated to have a significant
effect on the Company's results of operations, financial position and
cash flows.

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 December 31, 2003 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

On January 2, 2002, the Company issued 5,000,000 shares of its common
stock to Newfield Capital, Inc. for $500 in cash pursuant to Section
4(2) of the Securities Act of 1933, as amended. The Company's sole
officer and director is also the sole shareholder of Newfield Capital.

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

On January 2, 2002, the Company entered into an agreement with Newfield
Capital, by which Newfield Capital agreed to provide the following
services to the Company without reimbursement until the Company completes
a business combination: (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

The financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has no current source of
revenue and has incurred accumulated net losses from January 2, 2002
(inception) through the period ended December 31, 2003 of $2,354, all
of which raise substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
asset amounts or to the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.

The continued support of the Company's sole stockholder is required in
order for the Company to continue as a going concern. Management's plan
is attempting to complete a business combination with an operating
business entity.  The inability of the Company to complete a business
combination could have a material adverse effect on its financial
position, results of operations and its ability to continue operations.


Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

None.


ITEM 8A.    CONTROLS AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.  Regulations under
the Securities Exchange Act of 1934 require public companies to maintain
"disclosure controls and procedures," which are defined to mean a
company's controls and other procedures that are designed to ensure that
information required to be disclosed in the reports that it files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms. Our president, who is our sole executive
officer, carried out an evaluation of the effectiveness of the Company's
disclosure controls and procedures as of the end of the period covered by
this report. Based on his evaluation, our president believes that, given
our limited operations, our disclosure controls and procedures were
effective.

(b) CHANGES IN INTERNAL CONTROLS. There were no significant changes in
our internal controls or in other factors that could significantly affect
our internal controls subsequent to the evaluation date.


                               PART III


Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

We have only one director and executive officer as follows:

       Name        Age        Positions and Offices Held
---------------  -------   -----------------------------------
  Gary Huang       48      President, Secretary, and Director

Gary Huang has served as our director, president, and secretary since
inception, and will serve on the board until a successor is elected.
There are no agreements or understandings for the officer and director
to resign at the request of another person, and the above-named officer
and director is not acting on behalf of, nor will act at the direction
of, any other person.

Set forth below is the name of the sole director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and his business experience during
at least the last five years:

Gary Huang has served as our director, president and secretary since
inception. A graduate of Yale University and the University of New Haven,
Mr. Huang was secretary (from 1997 to 2001), a director (from 1998 to
2001) and treasurer (from 2000 to 2001) of Lotus Pacific, Inc., a
telecommunications company in New Jersey. From 2001 to 2003, Mr. Huang
was acting financial controller of Sen Hong Resources Holdings Ltd., a
Hong Kong company whose primary business is to explore and produce crude
oil in South Sumatra, Indonesia.  Mr. Huang currently serves as president
of Newfield Capital, Inc., a small business consulting firm in Connecticut
(2002 to the present) and the president of Pacific Services, Inc. (from
2003 to the present), which is currently inactive.  Mr. Huang has not
involved in any legal proceedings as described in Item 401 of Regulation
S-B.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and
persons who beneficially own more than ten percent of our common stock,
to file initial reports of ownership and reports of changes in ownership
with the SEC. Executive officers, directors and greater than ten percent
beneficial owners are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based upon a review of
the copies of such forms furnished to the Company, the Company believes
that during the year ended 2003 all forms 3 and 4 were filed on a timely
basis.

Audit Committee and Financial Expert

We do not have an Audit Committee, Gary Huang, our sole director, performs
some of the same functions of an Audit Committee, such as recommending a
firm of independent certified public accountants to audit the annual
financial statements; reviewing the independent auditors independence,
the financial statements and their audit report; and reviewing management's
administration of the system of internal accounting controls. The Company
does not currently have a written audit committee charter or similar
document.

We have no financial expert. We believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because we are
a blank check company, we believe the services of a financial expert are
not warranted.

Code of Ethics

A code of ethics relates to written standards that are reasonably designed
to deter wrongdoing and to promote:

   *   Honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships;

   *   Full, fair, accurate, timely and understandable disclosure in
reports and documents that are filed with, or submitted to, the Commission
and in other public communications made by an issuer;

   *   Compliance with applicable governmental laws, rules and regulations;

   *   The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and

   *    Accountability for adherence to the code.

We have not adopted a corporate code of ethics that applies to our
principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions
in that our sole officer and director serves in all the above capacities.


Item 10.   EXECUTIVE COMPENSATION

Our officer and director does not receive any compensation for his services
rendered, has not received such compensation in the past, and is not
accruing any compensation pursuant to any agreement with us.  However, our
officer and director anticipates receiving benefits as a beneficial
stockholder and, possibly, in other ways.

No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by us for the benefit of our
employees.


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership as of March 19, 2004, by each person owning more than
5% of our common stock and the directors and executive officers, and by
all officers and directors, as a group. As of the filing date of this
annual report, we know of no other person and no entity that owns more
than 5% of our issued and outstanding shares. Except as noted, the holder
thereof has sole voting and investment power with respect to the shares
shown.

                    Name and Address    Amount  of Beneficial Percentage
  Title of Class   of Beneficial Owner        Ownership        of Class
----------------- --------------------- -------------------  ------------
Common Stock         Gary Huang                5,000,000         100%
                     38 Fox Run Road
                     Monroe, CT 06468

Common Stock         All Executive Officers    5,000,000          100%
                    and Directors as a Group (1 person)
------------------------------------------------------------------------

CHANGES IN CONTROL.  We are not aware of any arrangements which may result
in a change of control of the Company.


Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 2, 2002, we issued 5,000,000 restricted shares of our common
stock to Newfield Capital, Inc. in exchange for $500 in cash. The sole
officer and director of the Company is the sole shareholder of Newfield
Capital, Inc. The shares were issued pursuant to an exemption provided
by Section 4(2) of the Act, which exempts from registration "transactions
by an issuer not involving any public offering."

We currently use the office of Newfield Capital, Inc. as our mailing
address, for which we pay no rent, and for which Newfield Capital has
agreed to continue this arrangement until we complete a business
combination.

We incur nominal expenses in the implementation of our business plan. On
January 2, 2002, we entered into an agreement with Newfield Capital, by
which Newfield Capital agreed to provide the following services to the
Company until we complete a business combination: (i) preparation and
filing of required documents with the SEC, (ii) location and review of
potential target companies, and (iii) payment of all corporate,
organizational, and other costs incurred by us. Such payments will be
made without expectation of repayment unless the owners of the business
which we acquire or merge with agree to repay all or a portion of such
expenses. There is no minimum or maximum amount Newfield Capital will pay
on behalf of the Company.

Conflicts of Interest

The proposed business of the Company raises potential conflicts of
interest exist between the Company and Gary Huang, our sole officer and
director. Mr. Huang has other business interests to which he currently
devotes attention, and is expected to continue to do so. As a result,
conflicts of interest may arise that can be resolved only through his
exercise of judgment in a manner which is consistent with his fiduciary
duties to the Company. Mr. Huang intends to devote as much time to our
activities as required. Mr. Huang estimates that our business plan can
be implemented in theory by devoting approximately 10 to 25 hours per
month over the course of several months but such figure cannot be stated
with precision.

Newfield Capital has entered into five identical agreements to locate
potential target companies.  Accordingly, a conflict of interest may
arise in the event that the Company may be in competition with other
four blank check entities with which the management is affiliated in
seeking target companies. It is anticipated that target companies will
be located for the blank check company in alphabetical order of the name
of those companies, which all formed on the same date, with the same
place of incorporation, and with an identical capital structure. Thus,
if Newfield Capital becomes aware of a potential target, the first
company that elects to be consummated a business combination with the
target will be Hampton Acquisition Corp., followed, in order of preference,
by Hopewell Acquisition Corp, Newfield Acquisition Corp., Thompson
Acquisition Corp., and Wayne Acquisition Corp.

Additional conflicts of interest and non-arms length transactions may also
arise in the future in the event our current and future officers or
directors are involved in the management of any company with which we
transact business. We have adopted a policy that we will not enter into
a business combination, or acquire any assets of any kind for our
securities, in which management or any affiliates or associates have any
interest, direct or indirect. We have established no other binding
guidelines or procedures for resolving potential conflicts of interest.
Accordingly, our officer and Newfield Capital will be required to use
their discretion to resolve them in a manner which they consider
appropriate. Failure by management to resolve conflicts of interest in
favor of the Company could result in liability of management to us.

Prior Blank Check Involvement

Management has not been involved in developing blank check and shell
companies for sale to or acquisition by target companies in the past.

Recent Blank Check Companies

The following table summarized certain information to date concerning
all blank check companies with which the management of the Company has
been involved.

<TABLE>
<CAPTION>
                                                Initial        SEC
      Company Name         Registration Form   Filing Date File Number  Status
-------------------------  -----------------  ------------ ----------- -------

                        <c>                 <c>         <c>         <c>
Newfield Acquisition Corp.    Form 10-SB     March 13, 2002   0-49682   N/A
Hampton Acquisition Corp.     Form 10-SB     March 13, 2002   0-49683   N/A
Hopewell Acquisition Corp.    Form 10-SB     March 13, 2002   0-49684   N/A
Thompson Acquisition Corp.    Form 10-SB     March 13, 2002   0-49681   N/A
Wayne Acquisition Corp.       Form 10-SB     March 12, 2002   0-49678   N/A
--------------------------------------------------------------------------
</TABLE>

(1) Gary Huang is the sole officer, director and sole beneficial
shareholder for each of above mentioned five blank check companies.
Mr. Huang owns 100% of capital stock of Newfield Capital, Inc., which in
turn owns 100% of each of the five blank check companies listed above.

(2) The registration statements on Form 10-SB are automatically effective
60 days after filing with the SEC.

(3) The term "N/A" indicates that the company referenced has not entered
into an agreement for a business combination.

Transactions by Blank Check Companies

None.

Other than described above, there have been no transactions that are
required to be disclosed pursuant to Item 404 of Regulation S-B.


Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

 Exhibit No.                   Description
 ----------  ------------------------------------------------------
    3.1      Certificate of Incorporation*
    3.2      By-Laws*
   10.1      Agreement with Newfield Capital Inc..*
   10.2      Shareholder agreement*
   31.1      Certification Pursuant to Section 302 of Sarbanes-Oxley Act
   32.1      Certification Pursuant to Section 906 of Sarbanes-Oxley Act

 *  Incorporated by reference from the Company's Registration Statement
on Form 10-SB filed on March 12, 2002.

(b)  Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of 2003.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company's board of directors reviews and approves audit and permissible
non-audit services performed by Lim & Co. as well as the fees charged by
Lim & Co for such services.  In its review of non-audit service fees and
its appointment of Lim & Co. as the Company's independent accountants, the
board of directors considered whether the provision of such services is
compatible with maintaining Lim & Co.'s independence. All of the services
provided and fees charged by Lim & Co. in 2003 were pre-approved by the
board of directors.

(1)  Audit Fees

The aggregate fees billed by Lim & Co. for professional services for the
audit of the annual financial statements of the Company and the reviews
of the financial statements included in the Company's quarterly reports
for 2003 and 2002 were $-0- and $300, respectively, net of expenses.

(2)   Audit-Related Fees: None.

(3)   Tax Fees:  None.

(4)   All Other Fees:  None.

(5)  Audit Committee Policies and Procedures

We do not have an audit committee.

(6)  If greater than 50 percent, disclose the percentage of hours expended
on the principal accountant's engagement to audit the registrant's
financial statements for the most recent fiscal year that were attributed
to work performed by persons other than the principal accountant's full-
time, permanent employees.

Not applicable.


                             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.

Thompson Acquisition Corp.


By: /s/ Gary Huang
-----------------------------------
President and Director
(principal executive officer and
principal accounting officer)

Date: March 19, 2004