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, 2002

   [ ]     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)

               Dlaware                               30-0008916
     ------------------------------      -----------------------------------
     (State or other jurisdiction        (I.R.S. Employer Identiication 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 25, 2003: 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.......................................    4
ITEM 2.   Description of Properties.....................................    5
ITEM 3.   Legal Proceedings.............................................    5
ITEM 4.   Submission of Matters to a Vote of Security Holders...........    5

                                       PART II

ITEM 5.   Market For Common Equity and Related Stockholder Matters......    5
ITEM 6.   Management's Discussion and Analysis or Plan of Operations....    6
ITEM 7.   Financial Statements..........................................   18
ITEM 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure......................................   29

                                       PART III

ITEM 9.   Directors, Executive Officers, Promoters and Control
          Persons, Compliance with Section 16(a) of the Exchange Act.....  29
ITEM 10.  Executive Compensation.........................................  28
ITEM 11.  Security Ownership of Certain Beneficial Owners and Management.  30
ITEM 12.  Certain Relationships and Related Transactions.................  31
ITEM 13.  Exhibits and Reports on Form 8-K...............................  33

SIGNATURES

CERTIFICATIONS

<PAGE>



                                 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.  The Company was formed as a
blank check company for the purpose of seeking to complete a merger or business
acquisition transaction.  The Company has not been involved in any bankruptcy,
receivership or similar proceeding.  The Company has 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.

    The Company has been in the developmental stage since inception and has
conducted virtually no business operations other than organizational activities
and preparation of this registration statement on Form 10-SB. The Company has
no full-time employees and owns no real estate or personal property.  The
executive offices of the Company are located at 38 Fox Run Road, Monroe,
CT 06468.  The Company's sole officer and the sole director is Gary Huang.

    The Company is voluntarily filing a registration statement on Form 10-SB
in order to become a 12(g) registered company under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").  As a "reporting company," the
Company may be more attractive to a private acquisition target because its
common stock shares may thereby be quoted on the OTC Bulletin Board.  As a
result of filing the registration statement, the Company is obligated to file
with the Securities and Exchange Commission (the "Commission") certain interim
and periodic reports including an annual report containing audited financial
statements.  The Company anticipates that it will continue to file such reports
as required under the Exchange Act.

    The Company is 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.  The Company has no
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.

    After the Company's registration statement is cleared by the Commission,
the Company's officer and director intends to contact a number of registered
broker-dealers to advise them of the Company's existence and to determine if
any companies or businesses they represent have an interest in considering a
merger or acquisition with the Company.  All transactions in securities
effected in connection with the business plan of the Company as described in
this registration statement will be conducted through or effected by a
registered broker-dealer.  No assurance can be given that the Company will
be successful in finding or acquiring a desirable business opportunity, given
that no funds are available for acquisitions, or that any acquisition that
occurs will be on terms that are favorable to the Company or its stockholders.

    To date the Company has not identified any business opportunity that it
plans to pursue, and nor has the Company's officer, director, promoter,
affiliate, or associates had any preliminary contact or discussion with any
specific candidate for acquisition.  There are no proposals, arrangements, or

<PAGE>                                - 4 -

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 the Company 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.  The Company does not intend to undertake any
offering of the Company's securities, either debt or equity, until such time
as the Company has successfully implemented its business plan described herein.
The Company has no plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional securities prior to the location
of a merger or acquisition candidate.  Further, Newfield Capital Inc., the
sole shareholder of the Company, has executed and delivered an agreement
affirming that it will not sell any of the Company's common stock shares it
owns to anyone until such time as the Company has successfully consummated
a merger or acquisition and the Company is no longer classified as a "blank
check" company.

    Mr. Huang or any of the companies he directly or indirectly owns,
including Newfield Capital, has not entered into any arrangements, agreements
(including derivative agreements), contracts that give or will give anyone
else an interest in the Company.  Mr. Huang has not used the shares of these
companies to secure a loan.


Item 2.  Description of Property

    The Company has no properties and at this time has no agreements to
acquire any properties.  The Company currently maintains a mailing address
at the office of Newfield Capital, Inc. at no cost to the Company.  Newfield
Capital, Inc. is the sole shareholder of the Company, and it has agreed to
continue this arrangement until the Company completes a business combination.


Item 3.  Legal Proceedings

    The Company is 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 2002.


<PAGE>                               - 5 -


                                     PART II


Item 5.  Market for Common Equity and Related Stockholder Matters

    NO TRADING MARKET.   There is no trading market for the Company's common
stock at present and there has been no trading market to date.  There is no
assurance that a trading market will ever develop, or if developed, will be
sustained.

    The proposed business activities described herein classify the Company as
a "blank check" company.  A blank check company is a development stage company
that has no specific business plan or purpose or has indicated that its
business plan is to engage in a merger or acquisition with an unidentified
company or companies.  The Securities and Exchange Commission and many states
have enacted statutes, rules and regulations limiting the sale of securities
of blank check companies.  Therefore, management will not undertake any efforts
to cause a market to develop in the Company's securities until such time as the
Company has successfully implemented its business plan described herein. There
are no plans, proposals, arrangements or understandings with any person with
regard to the development of a trading market in any of the Company's
securities.

    OPTIONS OR WARRANTS.  There are no outstanding options or warrants to
purchase, nor any securities convertible into, the Company's common shares.
Additionally, there are no shares that could be sold pursuant to Rule 144 under
the Securities Act or that the Company has agreed to register under the
Securities Act for sale by security holders.  Further, there are no common
shares of the Company being, or proposed to be, publicly offered by the
Company.

    NUMBER OF SHAREHOLDERS.  There is one (1) holder of the Company's common
stock. The issued and outstanding shares of the Company's common stock were
issued in accordance with the exemptions from registration afforded by Section
4(2) of the Securities Act of 1933, as amended.

    DIVIDENDS. The Company has not paid any dividends to date, and has no
plans to do so in the foreseeable future.


Item 6.   Management's Discussion and Analysis or Plan of Operation

Plan of Operation

    The Company's purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to
it by persons or companies who or which desire to seek the perceived advantages
of a Securities Exchange Act of 1934 registered corporation.  As to date, the
Company has no particular acquisitions in mind and has not entered into any
negotiations regarding such an acquisition, and neither the Company's officer
and director nor any promoter and affiliate has engaged in any negotiations
with any representatives of the owners of any business or company regarding
the possibility of a merger or acquisition between the Company and such other
company.

Search for Business Opportunities

    The Company's 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.  The Company does not

<PAGE>                              - 6 -

propose to restrict its 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.  The Company's discretion in the selection of
business opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors.  No assurance can be
given that the Company will be successful in finding or acquiring a desirable
business opportunity, and no assurance can be given that any acquisition,
which does occur, will be on terms that are favorable to the Company or its
current stockholder.

    After the Company's registration statement is cleared by the Commission,
the Company's officer and director intends to contact a number of registered
securities broker-dealers to advise them of the Company's existence and to
determine if any companies or businesses they represent have an interest in
considering a merger or acquisition with the Company.  Business opportunities
may also come to the Company's 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.  If such person is not a registered broker-dealer, the Company
will retain the professional services of a registered broker-dealer.  All
transactions in securities effected in connection with the business plan
of the Company as described in the Company's registration statement will be
conducted through or effected by a registered broker-dealer.

    In selecting the services of a registered broker-dealer, the Company
would consider the years such broker-dealer had been in the business, its
rate of success in matching target companies with acquiring companies, and
the form and amount of compensation required by the broker-dealer. Such
broker-dealer shall have necessary state and federal licenses and
registered with the Commission, the National Association of Securities
Dealers ("NASD"), and the Securities Investor Protection Corp. ("SIPC").
The Company expects the securities broker-dealer retained would participate
all the important parts of securities transactions of the Company, including
solicitation, negotiation, and execution of the transactions, and would
effect all securities transactions in connection with the Company's business
plan as described in this registration statement.

    Mr. Huang has not, and will not, directly or indirectly, including through
Newfield Capital, advertise himself or Newfield Capital as, or otherwise hold
himself or Newfield Capital out as, being willing to buy or sell securities
from his or Newfield Capital's accounts in connection with the proposed
merger or acquisition of the Company;

    Mr. Huang has not, and will not, directly or indirectly, including through
Newfield Capital, purchase or sell securities as principal from or to
customers;

    Mr. Huang has not, and will not, directly or indirectly, including
through Newfield Capital, extend or arrange for the extension of, credit in
connection with securities transactions;

    Mr. Huang has not, directly or indirectly, including through Newfield
Capital, use an interdealer broker for securities transactions;


<PAGE>                               - 7 -

    Mr. Huang and Newfield Capital have not, and will not, carry a dealer
inventory in securities; and

    Mr. Huang has not, and will not, directly or indirectly, including
through Newfield Capital, issue or originate securities or assist issuers
in distributing their shares to the public in a regular and systematic way.

    Neither Mr. Huang nor Newfield Capital is presently engaging in similar
activities or have engaged in similar activities in the past with other
blank check companies.  To date the Company has not, directly or indirectly,
including through Newfield Capital, entered into any arrangements or
agreements, preliminary or otherwise, with a registered broker-dealer
regarding the Company's search for business opportunities.  Neither
Mr. Huang nor Newfield Capital is a registered broker-dealer.  Mr. Huang
and Newfield Capital have not been affiliated with any broker-dealers, and
have not in the past retained a broker-dealer to search for business
opportunities.

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

    The services agreement between the Company and Newfield Capital is not
exclusive and Newfield Capital has entered into a total of five identical
agreements with each of Hampton Acquisition Corp., Hopewell Acquisition
Corp., the Company, Newfield Acquisition Corp., and Thompson Acquisition
Corp.  All those companies are blank check companies beneficially owned
by Mr. Huang.  Newfield Capital and Mr. Gary Huang have not, and will not,
provide services to potential target companies.  Therefore, neither
Newfield Capital nor Mr. Huang will receive services fees of any kind,
including shares of the post-merger company, from target companies for
providing services in connection with the proposed merger.

    In the event of a successful merger or acquisition, the Company may pay
a finder's fee, in the form of cash or common stock in the merged entity
retained by the Company, 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.  Management believes that
such fees are customarily between 1% and 5% of the size of the transaction,

<PAGE>                                - 8 -


based upon a sliding scale of the amount involved.  Such fees are typically
in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction.  Any cash finder's fee earned will need to be paid
by the prospective merger or acquisition candidate, as the Company has no
cash assets with which to pay such obligation.  The registered broker-dealers
will be compensated solely in accordance with the NASD regulations.  No fees
of any kind will be paid to the promoter and management of the Company or to
its associates or affiliates by the Company.

    The Company may merge with a company that has retained one or more
consultants or outside advisors.  In that situation, the Company expects
that the target company will compensate the consultant or outside advisor.

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

Evaluation of Business Opportunities

    The analysis of business opportunities will be under the supervision of
the Company's sole officer and director, who is not a professional business
analyst.  In analyzing prospective business opportunities, management will
consider such matters as available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further
research, development, or exploration; specific risk factors not now
foreseeable, but which then may be anticipated to impact the proposed
activities of the Company; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and other relevant factors.
In many instances, it is anticipated that the historical operations of a
specific business opportunity may not necessarily be indicative of the
potential for the future because of a variety of factors, including, but not
limited to, the possible need to expand substantially, shift marketing
approaches, change product emphasis, change or substantially augment
management, raise capital and the like.

    Management intends to meet personally with management and key personnel
of the target business entity as part of its investigation.  To the extent
possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors.

    Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing as much relevant information as
possible.  Including, but not limited to, such items as a description of

<PAGE>                               - 9 -


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

    The Company is subject to the reporting requirements of the Exchange Act.
Under the Exchange Act, any merger or acquisition candidate will become
subject to the same reporting requirements of the Exchange Act as the Company
following consummation of any merger or acquisition.  Thus, in the event the
Company successfully completes the acquisition of or merger with an operating
business entity, that business entity must provide audited financial
statements for at least two most recent fiscal years or, in the event the
business entity has been in business for less than two years, audited
financial statements will be required from the period of inception. The
Company 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
Commission treats these Form 8-K filings in the same way it treats the
registration statements on Form 10-SB filings.  The Commission subjects them
to its standards of review selection, and the Commission 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 Commission
has determined that it will not review the 8-K filing or all of the comments
has been cleared by the Commission.

    Management believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be attractive.
These include acquisition candidates desiring to create a public market for
their shares in order to enhance liquidity for current stockholders,
acquisition candidates which have long-term plans for raising capital through
public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of assistance in
that process. Acquisition candidates, who have a need for an immediate cash
infusion, are not likely to find a potential business combination with the
Company to be an attractive alternative.  Nevertheless, the Company has not
conducted market research and is not aware of statistical data which would

<PAGE>                                - 10 -


support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.

    The Company is unable to predict when it may participate in a business
opportunity.  It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more. There
can also be no assurances that we are able to successfully pursue a business
opportunity.  In that event, there is a substantial risk to theCompany that
failure to complete a business combination will significantly restrict its
business operation and force management to cease operations and liquidate the
Company.

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 the Company would either be issued by the Company or be purchased from the
current principal stockholder of the Company by the acquiring entity or its
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 the Company has consummated a business combination and the
Company is no longer considered a blank check company.  Until such time as this
occurs, the Company 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 the Company 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 shareholders 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

<PAGE>                              - 11 -


combination and if it is not the case, the Company will not obtain an opinion
of counsel that the reorganization will be tax free.

    With respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company.  Depending upon, among other things, the
target company's assets and liabilities, the Company's only shareholder will
in all likelihood hold a substantially lesser percentage ownership interest
in the Company following any merger or acquisition.  The percentage ownership
may be subject to significant reduction in the event the Company acquires a
target company with substantial assets.  Any merger or acquisition effected by
the Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's shareholder at such time.

    The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements.  Although the terms of
such agreements cannot be predicted, generally such agreements will require
certain representations and warranties of the parties thereto, will specify
certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing, outline the manner of bearing costs, including costs associated with
the Company's attorneys and accountants, and will include miscellaneous other
terms.

    It is anticipated that the Company will not be able to diversify, but
will essentially be limited to the acquisition of one business opportunity
because of the Company's limited financing.  This lack of diversification
will not permit the Company to offset potential losses from one business
opportunity against profits from another, and should be considered an adverse
factor affecting any decision to purchase the Company's securities.

    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.  Neither Mr. Huang, Newfield Capital nor
its officer, director, promoter, affiliates, or associates have had any
preliminarily contact, agreements or understandings with anyone to help sell
these shares.

    The Company intends to seek to carry out its business plan as discussed
herein.  In order to do so, the Company needs to pay ongoing expenses,
including particularly legal and accounting fees incurred in conjunction with
preparation and filing of this registration statement, and in conjunction
with future compliance with its on-going reporting obligations.  Newfield
Capital, the sole shareholder of the Company, has agreed to pay all expenses,
on behalf of the Company, until such time as the Company completes a business
combination.  Such payments will be made without expectation of repayment
unless the owners of the business which the Company acquires or merges 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.  Should,
Newfield Capital fail to pay such expenses, the Company has not identified
any alternative sources, there is substantial doubt about the Company's
ability to continue as a going concern.  The Company currently does not
intend to raise funds, either debt or equity, from investors while the Company

<PAGE>                                - 12 -


is a blank check company, and the Company will not borrow any funds to make
any payments to the Company's promoter, management or their affiliates or
associates.

Investment Company Act of 1940

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

    As the controlling shareholder of the Company, 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.

    Section 3(a) of the Investment Company Act contains the definition of an
"investment company," excluding any entity that does not engage primarily in
the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets  (exclusive of government securities and cash
items).  Additionally, Newfield Capital has fewer than 100 shareholders (of
which there are currently only one) and is not making and does not intend to
make a public offering of its securities.  Management of Newfield Capital
believes that Newfield Capital is not deemed to be an investment company by
virtue of one of exemptions provided under the Investment Company Act of
1940, as amended.

<PAGE>                               - 13 -


Results of Operations

    Since inception, the Company has not engaged in any operations other
than filing a registration statement on Form 10-SB and other reports with
the Securities and Exchange Commission under the Securities and Exchange Act
of 1934, as amended. No revenues were received for the period from January 2
(inception) to December 31, 2002, 2002, and the Company has experienced
cumulative net losses of $1,344.

Liquidity and Capital Resources

    At December 31, 2002, the Company had no cash assets and other assets.
The Company had also no liabilities at December 31, 2002.

    The Company will incur expenses due to the legal and accounting services
required to prepare and file reports with the Securities and Exchange
Commission. It is anticipated that such expenses will be paid by Newfield
Capital, Inc., the sole shareholder of the Company. In January 2002, 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 the Company acquires a business opportunity the Company may
incur additional expenses related to proxy or information statements the
Company must provide to its 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.

Evaluation of Internal and Disclosure Controls

    The management of the Company has evaluated the effectiveness of the
issuer's disclosure controls and procedures as of a date within 90 days prior
to the filing date of the report (evaluation date) and has concluded that
the disclosure controls and procedures are adequate and effective based
upon their evaluation as of the evaluation date.

    There were no significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
the most recent evaluation of such, including any corrective actions with
regard to significant deficiencies and material weaknesses.

RISK FACTORS

    The Company's business is subject to numerous risk factors, including,
but not limited to, the following:

    THE COMPANY HAS NO OPERATING HISTORY, NO ASSETS, AND NO SOURCE OF REVENUE.
The Company has had no operating history nor any revenues or earnings from
operations.  The Company has no assets or financial resources.  The Company
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 the Company can consummate a business
combination with a target company.  There is no assurance that the Company can
identify such a target company and consummate such a business combination.

<PAGE>                               - 14 -


    THE COMPANY HAS ONLY ONE DIRECTOR AND OFFICER.  Because management consists
of only one person, while seeking a business combination, Gary Huang, the
president of the Company, will be the only person responsible in implementing
the business plan of the Company.  The Company does not benefit from multiple
judgments that a greater number of directors or officers would provide, and
the Company will rely completely on the judgment of its one officer and
director when selecting a target company.  Mr. Huang anticipates devoting
only a limited amount of time per month to the business of the Company and
does not anticipate commencing any services until this registration statement
has been cleared by the Commission.  Mr. Huang has not entered into a written
employment agreement with the Company and he is not expected to do so.  The
Company has not obtained key man life insurance on Mr. Huang.  The loss of the
services of Mr. Huang would adversely affect development of the Company's
business and its likelihood of continuing operations.

    THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION.   To date the Company
has not made attempts to identify, negotiate or consummate a merger with, or
acquisition of, a private company, and there is no arrangement, agreement or
understanding with respect to engaging in a merger with, joint venture with
or acquisition of, a private or public entity, and the Company has not
identified any particular industry or specific business within an industry for
evaluation by the Company.  There can be no assurance the Company will be
successful in identifying and evaluating suitable business opportunities or
in concluding a business combination.  The Company has not established a
specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which it will require a merger or acquisition
candidate to have achieved, and without which the Company would not consider
a business combination in any form with such business opportunity.  Accordingly,
the Company may enter into a business combination with a business opportunity
having no significant operating history, losses, limited or no potential for
earnings, limited assets, negative net worth or other negative characteristics.

    THE PROPOSED OPERATIONS OF THE COMPANY ARE SPECULATIVE.   The success of
the Company's 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 the Company 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 the Company had more funds available to it, would be
desirable.  In the event the Company completes a business combination, the
success of the Company's operations will be dependent upon management of the
target company and numerous other factors beyond the Company's control. There
is no assurance that the Company can identify a target company and consummate
a business combination.

    CONFLICTS OF INTEREST.   Certain conflicts of interest exist between the
Company and Gary Huang, the Company's 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 the Company.  Mr. Huang may in the

<PAGE>                             - 15 -


future participate in business ventures which could be deemed to compete
directly with the Company.  Additional conflicts of interest and non-arms
length transactions may also arise in the future in the event the Company's
current and future officers or directors are is involved in the management
of any company with which the Company transacts business.  Management has
adopted a policy that the Company will not seek a merger with, or acquisition
of, any entity in which management serve as officers, directors or partners,
or in which they or their family members own or hold any ownership interest.
The Company has established no other binding guidelines or procedures for
resolving potential conflicts of interest.  Failure by management to resolve
conflicts of interest in favor of the Company could result in liability of
management to the Company.  See Item 12, " Certain Relationships and Related
Transactions - Conflicts of Interest."

    REGULATIONS OF PENNY STOCKS.   The Commission 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 the securities of the Company 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 Commission 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.

<PAGE>                            - 16 -


    LACK OF MARKET RESEARCH.   The Company has neither conducted, nor have
others made available to it, 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 the Company will be
successful in completing any such business combination.

    COMPETITION.  The Company is 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 the Company. Nearly all such entities have significantly
greater financial resources, technical expertise and managerial capabilities
than the Company and, consequently, the Company will be at a competitive
disadvantage in identifying possible business opportunities and successfully
completing a business combination.  Moreover, the Company 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 specifically 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 the Company successfully completes the
acquisition of or merger with an operating business entity, that business
entity must provide audited financial statements for at least two most recent
fiscal years or, in the event the business entity has been in business for
less than two years, audited financial statements will be required from the
period of inception.  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
the Company.  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 the Company to be
appropriate for merger or acquisition so long as the reporting requirements
of the Exchange Act are applicable.  The Company 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 the Company will
issue an amount of the Company's authorized but unissued common stock that
represents the greater majority of the voting power and equity of the Company,
which will, in all likelihood, result in shareholders of a target company
obtaining a controlling interest in the Company.  As a condition of the
business combination agreement, the current shareholder of the Company may
agree to sell or transfer all or a portion of the Company's common stock it
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
the present officer and director of the Company and a corresponding reduction
in or elimination of his participation in the future affairs of the Company.

<PAGE>                              - 17 -


    NO PUBLIC MARKET EXISTS.  There is currently no public market for the
Company's 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.  Factors such as those discussed in this "Risk Factors"
section may have a significant impact upon the market price of the securities
offered hereby.  Owing to the low price of the securities, many brokerage
firms may not be willing to effect transactions in the securities.  Even if
a purchaser finds a broker willing to effect a transaction in theses
securities, the combination of brokerage commissions, state transfer taxes,
if any, and any other selling costs may exceed the selling price.  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. The Company 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, the Company
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 the Company may
undertake.  Currently, such transactions may be structured so as to result
in tax-free treatment to both companies, pursuant to various federal and state
tax provisions.  The Company intends to structure any business combination so
as to minimize the federal and state tax consequences to both the Company 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.

<PAGE>                              - 18 -


Item 7.  Financial Statements


                             THOMPSON ACQUISITION CORP.
                           (A Development Stage Company)


                            Audited Financial Statements
           As of December 31, 2002 and for the Period from January 2, 2002
                           (Inception) to December 31, 2002


                                 TABLE OF CONTENTS


                                                                   Page No.
                                                                   -------
Independent Auditor's Report.......................................   20

Balance Sheet as of December 31, 2002..............................   21

Statement of Operations for the Period
  from January 2, 2002 (from Inception) to December 31, 2002.......   22

Statement of Changes in Stockholder's Equity for the Period
  from January 2, 2002 (from Inception) to December 31, 2002.......   23

Statement of Cash Flows for the Period
  from January 2, 2002 (from Inception) to December 31, 2002........  24

Notes to Financial Statements for the Period
  from January 2, 2002 (from Inception) to December 31, 2002........  25


<PAGE>                            - 19 -



                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors of:
Thompson Acquisition Corp.
(A Development Stage Company)
Monroe, CT

We have audited the accompanying balance sheet of Thompson Acquisition
Corp. (a development stage company) as of December 31,2002 and the related
statements of operations, changes in stockholder's equity and cash flows for
the period from January 2, 2002 (inception) to December 31, 2002. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in
all material respects, the financial position of Thompson Acquisition Corp.
(a development stage company) as of December 31, 2002, and the results of its
operations and its cash flows for the periods from January 2, 2000 (inception)
to December 31, 2002 in conformity with accounting principles generally
accepted in the United States.

The accompanying financial statements have been prepared assuming that
Hampton Acquisition Corp. will continue as a going concern. As discussed in
Note 4 to the financial statements, Thompson Acquisition Corp. has incurred
losses since its inception and has not yet been successful in establishing
profitable operations, raising substantial doubt about its ability to continue
as a going concern. Management's plans in regards to these matters are also
described in Note 4. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.


/s/ Lim & Co.
------------------
Lim & Co.
Certified Public Accountants
Edison, New Jersey
March 7, 2003

<PAGE>                                - 20 -



                            THOMPSON ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET
                              AS OF DECEMBER 31, 2002



                                   ASSETS

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

                       LIABILITIES AND STOCKHOLDER'S EQUITY

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

Additional paid-in capital.........................................      844

Deficit accumulated during development stage.......................  (1,344)
                                                                     -------
  Total Stockholder's Equity.......................................        0
                                                                     -------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY.........................   $    0
                                                                     =======



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

<PAGE>                               - 21 -




                             THOMPSON ACQUISITION CORP.
                           (A DEVELOPMENT STAGE COMPANY)

                              STATEMENT OF OPERATIONS
                    For the Period of January 2, 2002 (Inception)
                                 to December 31, 2002



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

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


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


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


<PAGE>                                - 22 -


                            THOMPSON ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                       For the Period From January 2, 2002
                        (Inception) to December 31, 2002

<TABLE>
<CAPTION>

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

                <c>           <c>        <c>               <c>                     <c>
Inception
  January 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 December 31, 2002   --           --            --            (1,344)            (1,344)

Balance at
 Dec. 31, 2002     5,000,000     $ 500         $  844            $(1,344)              $  0
                   ==========     =====        =======           ========            ======



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

</TABLE>

<PAGE>                            - 23 -


                         THOMPSON ACQUISITION CORP.
                       (A DEVELOPMENT STAGE COMPANY)


                          STATEMENT OF CASH FLOWS
      For the Period of January 2, 2002 (Inception) to December 31, 2002


CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss.......................................................  $ (1,344)
                                                                  --------
Adjustment to reconcile net loss
 to net cash used by operating activities......................          0
                                                                  --------
Net cash used in operating activities..........................    (1,344)
                                                                  --------

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

CASH FLOWS FROM FINANCING ACTIVITIES:

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

NET INCREASE (DECREASE)..........................................        0
                                                                   --------
CASH AND CASH EQUIVALENTS
  - at Beginning of Period.......................................        0
                                                                   --------
CASH AND CASH EQUIVALENTS
  - at End of Period..............................................   $   0
                                                                   ========


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

<PAGE>                            - 24 -




                             THOMPSON ACQUISITION CORP.
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                               AS OF DECEMBER 31, 200


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, 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
     with the Securities and Exchange Commission on Form 10-SB.

     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.

<PAGE>                            - 25 -


    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, 2002.

E.  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 December 31, 2002 there were no dilutive convertible shares, stock
    options or warrants.

F.  Recent issued accounting standards

    In June 2001, the Financial Accounting Standards Board ("FASB") issued
    Statement of Financial Accounting Standards ("SFAS") No. 141 "Business
    Combinations" and No. 142 "Goodwill and Other Intangible Assets". SFAS
    No. 141 requires all business combinations initiated after June 30, 2001
    to be accounted for under the purchase method. For all business
    combinations for which the date of acquisition is after June 30, 2001,
    SFAS No. 141 also establishes specific criteria for the recognition of
    intangible assets separately from goodwill and requires unallocated
    negative goodwill to be written off immediately as an extraordinary gain,
    rather than deferred and amortized. SFAS No. 142 changes the accounting
    for goodwill and other intangible assets after an acquisition. The most
    significant changes made by SFAS No. 142 are:(1) goodwill and intangible
    assets with indefinite lives will no longer be amortized; (2) goodwill and
    intangible assets with indefinite lives must be tested for impairment at
    least annually; and (3) the amortization period for intangible assets
    with finite lives will no longer be limited to forty years.  At this time,
    the Company does not believe that the adoption of either of these
    statements will have a material effect on its financial position, results
    of operations, or cash flows.

    In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset
    Retirement Obligations".  SFAS No. 143 establishes accounting requirements
    for retirement obligations associated with tangible long-lived assets,
    including  (1) the timing of the liability recognition, (2) initial
    measurement of the liability, (3) allocation of asset retirement cost to
    expense, (4) subsequent measurement of the liability and (5) financial
    statement disclosures.  SFAS No. 143 requires that an asset retirement
    cost should be capitalized as part of the cost of the related long-lived
    asset and subsequently allocated to expense using a systematic and
    rational method. The adoption of SFAS No. 143 is not expected to have a
    material effect on the Company's financial position, results of operations,
    or cash flows.

    In August 2001, the FASB approved SFAS No. 144, "Accounting for the
    Impairment or Disposal of Long-Lived Assets". SFAS No. 144 replaces SFAS
    No. 121. The new accounting model for long-lived assets to be disposed

<PAGE>                               - 26 -


    of by sale applies to all long-lived assets, including discontinued
    operations, and replaces the provisions of Accounting Principles Board
    (APB) Opinion No. 30,  "Reporting Results of Operations - Reporting the
    Effects of Disposal of a Segment of a Business", for the disposal of
    segments of a business.  SFAS No. 144 requires that those long-lived assets
    be measured at the lower of carrying amount or fair value less cost to
    sell, whether reported in continuing operations or in discontinued
    operations.  Therefore, discontinued operations will no longer be
    measured at net realizable value or include amounts for operating losses
    that have not yet occurred.  SFAS No. 144 also broadens the reporting of
    discontinued   operations to include all components of an entity with
    operations that can be distinguished from the rest of the entity and
    that will be eliminated from the ongoing operations of the entity in a
    disposal transaction.  The provisions of SFAS No. 144 are effective for
    financial statements issued for fiscal years beginning after December
    15, 2001 and, generally, are to be applied prospectively. At this time,
    the Company does not believe that the adoption of SFAS No. 144 will have
    a material effect on its financial position, results of operations, or
    cash flows.

    On July 30, 2002, the FASB issued SFAS No. 146, "Accounting for Costs
    Associated with Exit or Disposal Activities."  SFAS No. 146 requires
    companies to recognize costs associated with exit or disposal activities
    when they are incurred rather than at the date of a commitment to an exit
    or disposal plan.  Examples of costs covered by the standard include
    lease termination costs and certain employee severance costs that are
    associated with a restructuring, discontinued operation, plant closing
    or other exit or disposal activity. SFAS No. 146 replaces the prior
    guidance that was provided by EITF Issue No. 94-3 "Liability Recognition
    for Certain Employee Termination Benefits and Other Costs to Exit an
    Activity (including Certain Costs Incurred in a Restructuring)."  SFAS
    No. 146 is to be applied prospectively to exit or disposal activities
    initiated after December 31, 2002.  Management currently believes that
    the adoption of SFAS No. 146 will not have a material effect on the
    Company's financial position, results of operations, or cash flows.

    In October 2002, SFAS No. 147, "Acquisitions of Certain Financial
    Institutions" was issued, which provides guidance on the accounting for
    the acquisition of a financial institution and supersedes the specialized
    accounting guidance provided in SFAS No. 72, "Accounting for Certain
    Acquisitions of Banking or Thrift Institutions." SFAS No. 147 is
    effective immediately and requires companies to cease amortization of
    unidentified intangible assets associated with certain branch acquisitions.
    Upon adoption of SFAS No. 147, the amount of unidentifiable intangible
    assets previously recorded was reclassified to goodwill. SFAS No. 147
    also modifies SFAS No. 144, "Accounting for the Impairment or Disposal
    of Long-Lived Assets," to include in its scope long-term customer-
    relationship intangible assets and thus subject those intangible assets
    to the same undiscounted cash flow recoverability test and impairment
    loss recognition and measurement provisions required for other long-
    lived assets. While SFAS No. 147 may affect how future business
    combinations, if undertaken, are accounted for and disclosed in the
    financial statements, the issuance of the new guidance currently has
    no effect on 1st Source's result of operations, financial position, or
    liquidity. The Company does not have any assets subject to the specialized
    accounting guidance provided in SFAS No. 72 or SFAS No. 147.

    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

<PAGE>                              - 27 -


    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 on 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 the interim financial information.  The amendments to SFAS No. 123
    that provide alternative methods of transition for an entity that
    voluntarily changes to the fair value based method of accounting for
    stock-based employee compensation are effective for financial statements
    for fiscal years ending after December 15, 2002.  The amendment to
    SFAS No. 123 relating to disclosure and the amendment to Opinion 28 is
    effective for financial reports containing condensed financial statements
    for interim periods beginning after December 15, 2002.  Early
    application is encouraged.  Management currently believes that the
    adoption of SFAS No. 148 will not have a material effect on the Company's
    financial position, results of operations, or 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, 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

    On January 2, 2002, the Company issued a total of 5,000,000 shares of
    common stock to Newfield Capital, Inc. in exchange for $500 in cash.  See
    NOTE 2. "STOCKHOLDERS' EQUITY - Common Stock."  Mr. Gary Huang, the sole
    officer and director of the Company, is the sole shareholder of Newfield
    Capital.  Mr. Huang is deemed to be the beneficial ownership of the
    5,000,000 shares of Common Stock of the Company owned by Newfield Capital.
    With respect to the sales made to Newfield Capital, the Company relied
    upon an exemption from registration provided by Section 4(2) of the
    Securities Act of 1933, as amended.

<PAGE>                              - 28 -


    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
    Capital to provide the following services, without reimbursement from
    the Company, until the Company enters into a business combination as
    described in Note 1A:

    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 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

          None.



                                     PART III


Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act.


    The Company has one director and one officer as follows:

      Name           Age         Positions and  Offices Held
-----------------  -------    ----------------------------------
   Gary Huang        47        President, Secretary,and Director

    Mr. Gary Huang has served as the Company's director, president, and
secretary since inception, and will serve on the board until the next
annual shareholders' meeting of the Company or until a successor is

<PAGE>                            - 29 -


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:

    Mr. Gary Huang has served as the Company's director, president and
secretary since inception.  A graduate of Yale University (M.A.in economics,
1987) and the University of New Haven (M.B.A. in finance, 1992), Mr. Huang
was secretary (from January 1997 to July 2001), a director (from October 1998
to July 2001) and treasurer (from March 2000 to July 2001) of Lotus Pacific,
Inc., a New Jersey based telecommunications company currently traded on the
Pink Sheets.  Prior to joining Lotus Pacific, Inc., from January 1996 to
January 1997, Mr. Huang was an accountant and financial analyst for
Rightiming Electronics Corp., a consumer electronics company in New Jersey.
From September 2001 to present, Mr. Huang is 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. Since its
inception in January 2002, Mr. Huang has been the sole director and officer
of Newfield Capital, Inc., a business consulting firm in Monroe, Connecticut,
and is the only promoter of the Company.  Mr. Huang has not involved in any
legal proceedings as described in Item 401 of Regulation S-B.

    Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership of equity securities of the Company with
the Securities and Exchange Commission. Officers, directors and greater than
10% shareholders are required by the Securities and Exchange Commission
regulation to furnish the Company with copies of all Section 16(a) filings.
For the period covered by this Annual Report, the Company was in compliance
with the Section 16(a) of the Securities Exchange Act of 1934.


Item 10.  Executive Compensation

    The Company's officer and director does not receive any compensation for
his services rendered to the Company since inception, has not received such
compensation in the past, and is not accruing any compensation pursuant to
any agreement with the Company.  The Company has no retirement, pension,
profit sharing, stock option or insurance programs or other similar programs
for the benefit of directors, officers, or other employees.

    The officer and director of the Company will not receive any finder's fee,
either directly or indirectly, as a result of his efforts to implement the
Company's business plan outlined herein.


Item 11.  Security Ownership of Certain Beneficial Owners and Management

    As of March 25, 2003, there are 5,000,000 shares of the Company's common
stock, par value $.0001 per share, issued and outstanding.  The following
table sets forth certain information regarding the beneficial ownership of

<PAGE>                            - 30 -


the Company's common stock by (i) each stockholder known by the Company to
be the beneficial owner of more than 5% of the Company's common stock; (ii)
by each director and executive officer of the Company; and (iii) by all
executive officer and directors of the Company as a group.  Each of the
persons named in the table has sole voting and investment power with respect
to the shares beneficially owned.

                    Name and Address    Amount of Beneficial  Percentage
Title of Class     of Beneficial Owner       Ownership         of Class
---------------  ---------------------   -----------------   -----------
Common Stock      Newfield Capital, Inc.(1)    5,000,000        100%
		      38 Fox Run
                  Monroe, CT 06468

Common Stock     Gary G. Huang (1)             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)
------------------------------------------------------------------
(1) Mr. Huang is the sole shareholder of Newfield Capital, Inc., and is deemed
to be the beneficial owner of the 5,000,000 shares of the Company's common
stock owned by Newfield Capital, Inc.

    The Company currently has no non-voting securities or other securities
outstanding, and there are no contracts or other arrangements that could result
in a change of control of the Company.


Item 12.   Certain Relationships and Related Transactions

    On January 2, 2002 (inception), the Company issued 5,00,000 restricted
shares of its common stock to Newfield Capital, Inc. in exchange for $500 in
cash.  Gary Huang, the sole officer and director of the Company, is the sole
shareholder of Newfield Capital, Inc.

    The Company currently uses the office of Newfield Capital, Inc. as its
mailing address, for which the Company pays no rent, and for which Newfield
Capital has agreed to continue this arrangement until the Company completes
a business combination.  See "Item 2.  Description of Property."

    The Company will incur nominal expenses in the implementation of its
business plan described herein.  On January 2, 2002, the Company entered into
an agreement with Newfield Capital, the sole shareholder of the Company.  The
Agreement calls for Newfield Capital to provide the following services until
the Company enters into a business combination, (i) preparation and filing of
required documents 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.  Such payments will
be made without expectation of repayment unless the owners of the business

<PAGE>                             - 31 -


which the Company acquires or merges with agree to repay all or a portion of
uch expenses.  There is no minimum or maximum amount Newfield Capital will pay
on behalf of the Company.  Newfield Capital has agreed to continue to pay
those expenses until the Company completes a business combination.

Conflicts of Interest

    The Company's proposed business raises potential conflicts of interest
exist between the Company and Gary Huang, the Company's 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 the activities of the
Company as required.  However, should such a conflict arise, there is no
assurance that Mr. Huang would not attend to other matters prior to those of
the Company.  Mr. Huang estimates that the business plan of the Company 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.

Prior Blank Check Involvement

    The Company's management and its promoter have 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 Company's management and its promoter is currently involved with
five blank check companies as described below.  The initial business purpose
of each of the five companies will be seeking to complete a business
combination with an unidentified company, and each will be classified as a
blank check company until completion of a business combination.  Each of the
five companies has filed a registration statement on Form 10-SB with the
Commission in order to become a reporting company under the Exchange Act.

<PAGE>                             - 32 -


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

<TABLE>
<CAPTION>
                                                  Initial         SEC
        Company Name         Registration Form   Filing Date    File Number Status (3)
----------------------------  ---------------- ---------------- ----------  --------

                           <c>                <c>             <c>        <c>
Newfield Acquisition Corp.(1)  Form 10-SB (2)   March 13, 2002   0-49682      N/A
Hampton Acquisition Corp.(1)   Form 10-SB (2)   March 13, 2002   0-49683      N/A
Hopewell Acquisition Corp.(1)  Form 10-SB (2)   March 13, 2002   0-49684      N/A
Thompson Acquisition Corp.(1)  Form 10-SB (2)   March 13, 2002   0-49681      N/A
Wayne Acquisition Corp.(1)     Form 10-SB (2)   March 12, 2002   0-49678      N/A
------------------------------------------------------------------------------------
</TABLE>

Notes:

   (1) Mr. Gary Huang is its sole officer, director and sole beneficial
shareholder.  Mr. Huang owns 100% of capital stock of Newfield Capital, Inc.,
and Newfield Capital, Inc. 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 Securities and Exchange Commission.

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

   Other than as described herein, Mr. Huang and the management of the Company
and its promoter has not been affiliated with any other blank check companies.

Transactions by Blank Check Companies

    None.

    Additional conflicts of interest and non-arms length transactions may
also arise in the future in the event the Company's current and future
officers or directors are involved in the management of any company with which
the Company transacts business.  The Company has adopted a policy that the
Company will not enter into a business combination, or acquire any assets of
any kind for its securities, in which management of the Company or any
affiliates or associates have any interest, direct or indirect.  The Company
has established no other binding guidelines or procedures for resolving
potential conflicts of interest.  Accordingly, the Company's 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 the Company.

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

<PAGE>                             - 33 -



Item 13.  Exhibits and Reports on Form 8-K

(a)   Exhibits

     Exhibit Number                   Description
    ----------------     -----------------------------------------------
         3.1             Certificate of Incorporation*
         3.2             By-Laws*
        10.1             Agreement with Waywood Investment Ltd.*
        10.2             Shareholder agreement*

  *  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 2002.



                                    SIGNATURE

    Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.


Thompson Acquisition Corp.


By: /s/ Gary Huang
----------------------------------
Gary Huang, Director and President

Date: March 25, 2003


<PAGE>                             - 35 -



                               CERTIFICATION


I, Gary Huang, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Thompson
     Acquisition Corp.;

2.   Based on my knowledge, this annual 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 annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual 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 annual 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
            annual 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 annual report (the "Evaluation
            Date"); and

       c)   presented in this annual 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
     annual 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:  March 25, 2003


 /s/ Gary Huang
 ---------------
  Gary Huang