UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q  SQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009  £TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from ___________ to _____________  HPC POS SYSTEM, CORP. (Exact name of small business issuer as specified in its charter)  Nevada333-14918826-0857573(State or other jurisdiction of incorporation or organization)(Commission file number)(IRS Employer Identification No.)  Melvin W. Coles
HPC POS System, Corp.
220 Little Falls Road, Unit 4
Cedar Grove, NJ 07009
(Address of principal executive offices)  973-239-9666(Issuer's telephone number)  Check whether the registrant (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 S  No £  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):  Large Accelerated Filer £  Accelerated Filer £  Non-Accelerated Filer £  Smaller Reporting Company S  State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 152,950,000 shares of Common Stock, as of  August 18, 2009.  Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes £    No S Transitional Small Business Disclosure Format (check one): Yes £    No S   1   HPC POS SYSTEM, CORP.  FORM 10-Q  June 30, 2009  INDEX  PART I-- FINANCIAL INFORMATION  Item 1.Financial Statements3Item 2.Managements Discussion and Analysis of Financial Condition14Item 3Quantitative and Qualitative Disclosures About Market Risk17Item 4.Control and Procedures17  PART II-- OTHER INFORMATION  Item 1Legal Proceedings18Item 2.Unregistered Sales of Equity Securities and Use of Proceeds18Item 3.Defaults Upon Senior Securities18Item 4.Submission of Matters to a Vote of Security Holders18Item 5.Other Information18Item 6.Exhibits and Reports on Form 8-K18  SIGNATURE  2


ITEM 1. Financial Information    HPC POS SYSTEM, CORP.  PageITEM 1  Financial InformationBalance Sheets as of June 30, 2009 (Unaudited) and September 30, 20084Statements of Operations for the Three Months Ended June 30, 2009 and 2008 (Unaudited)5Statements of Operations for the Nine Months Ended June 30, 2009 and 2008 (Unaudited)6Statements of Cash Flows for the Nine Months Ended June 30, 2009 and 2008 (Unaudited)7Notes to the Financial Statements (Unaudited)8                   3     HPC POS SYSTEM, CORP.  Balance Sheets   June 30,
2009September 30,
2008(Unaudited)ASSETSCurrent Assets:Cash$12,352$1,852Accounts receivable18,31623,804Inventory49,51847,467Total current assets80,18673,123COMPUTER EQUIPMENT, net of accumulated depreciation of $319 and $160, respectively747906Security deposit3,6463,646TOTAL ASSETS$84,579$77,675LIABILITIES AND STOCKHOLDERS' DEFICITCurrent Liabilities:Accounts payable$111,625$113,015Convertible note payable54,500-Accrued expenses and other current liabilities36,82019,665Total Current Liabilities202,945132,680Stockholders' Deficit:Preferred stock: $0.001 par value; 1,000,000 shares authorized; none issued or outstanding--Common stock: $0.001 par value; 99,000,000 shares authorized;10,000,000 shares issued and outstanding10,00010,000Additional paid-in capital60,2005,700Accumulated deficit(188,566)(70,705)Total stockholders deficit(118,366)(55,005)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT$84,579$77,675  See accompanying notes to financial statements.      4     HPC POS SYSTEM, CORP.  Statements of Operations  (Unaudited)   For the Three Months Ended June 30, 2009For the Three Months Ended June 30, 2008Sales$62,581$53,444Cost of sales32,56824,072Gross profit30,01329,372Operating expensesCommissions and fee expense4,7004,700Rent8,6726,300Professional fees56,0001,500Compensation49,207-General and administrative7,4568,434Total operating expenses126,03520,934Other (income) expensesInterest expense54,500-Total other (income) expenses54,500-Net income (loss)$(150,522)$8,438Net Income (loss) per share - basic and diluted$(0.02)$0.00Weighted average number of common shares outstanding  basic and diluted10,000,00010,000,000    See accompanying notes to financial statements.     5     HPC POS SYSTEM, CORP.  Statements of Operations  (Unaudited)   For the Nine Months Ended June 30, 2009For the Nine Months Ended June 30, 2008Sales$211,381$159,051Cost of sales105,85882,381Gross profit105,52376,670Operating expensesCommissions and fee expense20,2509,627Rent23,70119,080Professional fees57,50013,500Compensation49,207-General and administrative18,22614,081Total operating expenses168,88456,288Other (income) expensesInterest expense54,500-Total other (income) expenses54,500-Net income (loss)$(117,861)$20,382Net Income (loss) per share - basic and diluted$(0.01)$0.00Weighted average number of common shares outstanding  basic and diluted10,000,0009,882,482    See accompanying notes to financial statements.      6     HPC POS SYSTEM, CORP.  Statements of Cash Flows (Unaudited)  For the Nine Months Ended June 30, 2009For the Nine Months Ended June 30, 2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)$(117,861)$20,382Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation159-Convertible note payable issued for services54,500-Beneficial conversion feature54,500-Changes in operating assets and liabilities:Decrease (increase) in accounts receivable5,488(4,177)Decrease (increase) in inventory(2,051)10,721Increase in other assets-(1,066)Increase (decrease) in accounts payable and accrued expenses15,765(25,677)Net Cash Provided by Operating Activities10,500183CASH FLOWS FROM FINANCING ACTIVITIESSale of common stock-700Net Cash Provided by Financing Activities-700NET CHANGE IN CASH10,500883CASH AT BEGINNING OF PERIOD1,8522,073CASH AT END OF PERIOD$12,352$2,956     See accompanying notes to the financial statements.       7


HPC POS SYSTEM, CORP. June 30, 2009 and 2008 Notes to Unaudited Financial Statements (Unaudited)  NOTE 1 ORGANIZATION  HPC POS System, Corp. (the Company) was founded as a New Jersey corporation on June 27, 1996 and became a corporation in the State of Nevada on June 15, 2007, at which time 9,300,000 shares of common stock were issued to the Companys president in exchange for all of the outstanding shares of the New Jersey Corporation. The accompanying financial statements and all disclosures have been prepared as if the Company had its current corporate capital structure as of the first date of the first period presented.  The Company sells equipment used in sophisticated electronic point of sale systems. All of its products are hardware in nature. It does do not sell software products. Its principal products are various sizes of cash drawers used in electronic checkout machines/cash registers. All of its products are manufactured to its design specifications by an unrelated vendor in Lithuania. All transactions between the Company and the Lithuanian manufacturer are denominated in United States dollars.  NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of presentation  The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (SEC) to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. These financial statements should be read in conjunction with the information filed as part of the Companys Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission on February 11, 2009. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full year.  Reclassification  Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.   These reclassifications had no effect on reported losses.  Use of Estimates  The preparation of 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.  Fiscal year end  The Company elected September 30 as its fiscal year end.  Cash Equivalents  The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.


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Trade accounts receivable  Trade accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in the Companys existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions.  Outstanding account balances are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure to its customers.  Inventory  Inventory, consisting of finished goods, is stated at the lower of cost or market, determined by the first-in, first-out method. Inventory is evaluated on an ongoing basis to determine if there are damaged goods, slow moving or products that are not in saleable condition. If such products are identified, they are written down. The Company regularly reviews its inventory on hand and, when necessary, records a provision for excess or obsolete inventory based primarily on current selling price.  The Company determined that there was no inventory obsolescence as of June 30, 2009.  Fair Value of Financial Instruments  The Company follows Statement of Financial Accounting Standards No. 107 Disclosures about fair value of Financial Instruments (SFAS No. 107) for disclosures about fair value of its financial instruments and has adopted Financial Accounting Standards Board (FASB) No. 157 Fair Value Measurements (SFAS No. 157) to measure the fair value of its financial instruments.  SFAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, SFAS No. 157 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by SFAS No. 157 are described below:  Level 1Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.Level 2Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.Level 3Pricing inputs that are generally observable inputs and not corroborated by market data.  As defined by SFAS No. 107, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.  The carrying amounts of the Companys financial assets and liabilities, such as cash, accounts receivable, and accrued expenses, approximate their fair values because of the short maturity of these instruments.  The Companys convertible note payable approximates the fair value of such instruments based upon managements best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2009.  The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2009 or 2008, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the interim period ended June 30, 2009 or 2008.


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Beneficial conversion feature  The Company accounts for convertible notes payable in accordance with the guidelines established by APB Opinion No. 14, Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants ("APB No. 14"), Emerging Issues Task Force ("EITF") 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios and EITF 00-27, Application of Issue No 98-5 To Certain Convertible Instruments.  The Beneficial Conversion Feature ("BCF") of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued.  The Company records a BCF related to the issuance of a convertible note when issued.  The BCF of a convertible note is measured as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, which is credited to additional paid-in-capital.  The fair value is recorded  in the financial statements as a debt discount from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner).   Revenue Recognition  The Company follows the guidance of the Securities and Exchange Commissions Staff Accounting Bulletin 104 (SAB No. 104) for revenue recognition. The Company records revenue when persuasive evidence of an arrangement exists, product delivery has occurred and the title and risk of loss transfer to the buyer, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The Company recognizes revenue when at the time of shipment. Warranty claims have been de minimis.  Income taxes  The Company follows Statement of Financial Accounting Standards No. 109 Accounting for Income Taxes (SFAS No. 109), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  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.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of income and comprehensive income in the period that includes the enactment date.  The Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48 Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48).  FIN 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  FIN 48 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of FIN 48.


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Net loss per common share  Net loss per common share is computed pursuant to Statement of Financial Accounting Standards No. 128  "Earnings per Share" ("SFAS No. 128").  Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2009 or 2008.  Recently Issued Accounting Pronouncements  In June 2003, the Securities and Exchange Commission (SEC) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404), as amended by SEC Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the fiscal year ending September 30, 2010, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement  · of managements responsibility for establishing and maintaining adequate internal control over its financial reporting;  · of managements assessment of the effectiveness of its internal control over financial reporting as of year end; and  · of the framework used by management to evaluate the effectiveness of the Companys internal control over financial reporting.  Furthermore, in the following fiscal year, it is required to file the auditors attestation report separately on the Companys internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.    In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. Based on the guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value in accordance with Statement of Financial Accounting Standards (SFAS) No. 157 Fair Value Measurements. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will adopt this FSP for its quarter ending June 30, 2009. There is no expected impact on the financial statements.  In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (APB) 28-1 Interim Disclosures about Fair Value of Financial Instruments. The FSP amends SFAS No. 107 Disclosures about Fair Value of Financial Instruments to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The company will include the required disclosures in its quarter ending June 30, 2009.  In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible Assets. The FSP states that in developing assumptions about renewal or extension options used to determine the useful life of an intangible asset, an entity needs to consider its own historical experience adjusted for entity-specific factors. In the absence of that experience, an entity shall consider the assumptions that market participants would use about renewal or extension options. This FSP is to be applied to intangible assets acquired after January 1, 2009. The adoption of this FSP did not have an impact on the financial statements.


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In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. Since FAS 165 at most requires additional disclosures, the Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.  In June 2009, the FASB approved the FASB Accounting Standards Codification (the Codification) as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered non-authoritative. The Codification is effective for interim and annual periods ending after September 15, 2009. The Codification is effective for the Company in the interim period ending September 30, 2009 and the Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.  Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.  NOTE 3  GOING CONCERN  The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At June 30, 2009, the Company has limited financial resources, has not established a source of equity or debt financing, has negative working capital and a stockholders deficit. These factors, among others, indicate that the Company's continuation as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing.  The Company will solicit sales based on all leads that it can obtain from contacts of its president and plans to introduce several new products. However, the Company cannot predict the likelihood of it being successful in its efforts to increase sales.  The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.  NOTE 4  CONVERTIBLE NOTE PAYABLE  On May 1, 2009, the Company entered into a convertible promissory note with their attorney for services performed during the quarter in the principal amount of $54, 500.  The note accrued interest at 2% per annum, and matured on May 8, 2009.  The note was convertible at the option of the holder at a conversion price of $0.001.  As the effective conversion price of the convertible promissory note on the date of issuance was below the fair market value of the underlying common stock, the Company recorded debt discount in the amount of $54,500 based on the intrinsic value of the beneficial conversion feature of the convertible promissory note.  In accordance with EITF No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, the debt discount as a result of the beneficial conversion feature of the convertible promissory note was amortized as non-cash interest expense over the term of the debt using the effective interest method. During the nine months ended June 30, 2009, interest expense of $54,500 has been recorded from the debt discount amortization.


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NOTE 5 CONCENTRATION OF RISK  Substantially all of the Companys sales revenue (81.31% in 2009 and 80.68% in 2008) for the nine months ended June 30, 2009 and 2008 was derived from one unrelated customer, PCS Revenue Control Systems, Inc. An additional 19.72% in 2009 and 17.35% in 2008 was derived from services performed for customers of PCS Revenue Control Systems, Inc.  A reduction in sales from or loss of such customers would have a material adverse effect on the Companys results of operations and financial condition.  All of the Companys products are manufactured by an unrelated vendor located in Lithuania.  NOTE 6   SUBSEQUENT EVENTS   The Company has evaluated all events that occurred after the balance sheet date but before financial statements were available to be issued to determine if they must be reported.  The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follows:  On August 7, 2009, the Company entered into a Share Exchange Agreement (the Agreement) among the Company and certain of its shareholders, House of Mohan Corporation, (Mohan) a Delaware Corporation, and the shareholders of Mohan (the Mohan Shareholders).  Pursuant to the terms of the Agreement, the Company issued to the Mohan Shareholders an aggregate of 142,950,000 restricted shares of its common stock in exchange for all of the issued and outstanding shares of Mohan making Mohan a wholly owned subsidiary of the Company.  The Agreement closed August 7, 2009.  For further and more complete information regarding this transaction, reference is herewith made to the Companys Form 8-K as filed on August 10, 2009, the full contents of which are herewith incorporated by reference.


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ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995  Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may, should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Companys actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company.  These factors include the Companys lack of historically profitable operations, dependence on key personnel, the success of the Companys business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission, press releases and/or other public communications.  The following discussion and analysis provides information which the Companys management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.  This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the nine months ended June 30, 2009. The reported results may not necessarily reflect the future.  Operations  At August 12, 2009, we had one employee, our founder and president, Melvin W. Coles, who devotes fulltime to us.  Our operations for the nine months ended June 30, 2009 and 2008 were as follows:  20092008Sales$211,381$159,051Cost of sales105,85882,381Gross profit105,52376,670Operating expensesCommissions and fee expense20,2509,627Rent23,70119,080Professional fees57,50013,500Compensation49,207-General and administrative18,22614,081Operating expenses168,88456,288Interest expense54,500-Net income (loss)$(117,861)$20,382


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During both periods our product offerings and pricing remained the same. Substantially all of our revenue (81.31% in 2009 and 80.68% in 2008) was derived from sales to one unrelated company, PCS Revenue Control Systems, Inc., which distributes its products throughout the United States, largely to public school districts. An additional 19.72% in 2009 and 17.35% in 2008 was derived from services performed for customers of PCS Revenue Control Systems, Inc.  All changes result from the number and mix of the orders received from PCS Revenue Control Systems, Inc.  We do not have any written or oral agreements with this customer covering future sales. If this customer ceases to buy our products or substantially reduces its purchases of our products, we may be unable to continue our operations.  Other  As a corporate policy,we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in Liquidity below.  Liquidity  We do not have any credit facilities or other commitments for debt or equity financing. No assurances can be given that advances when needed will be available. We do not believe that we need funding to cover current operations because we do not have a capital intensive business plan and can also use independent contractors, if necessary or advisable, to assist in many projects.  There are no current plans to seek private investment. Capital, if sought, will be sought from former business associates of our founder or private investors referred to us by those business associates. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurances, we may use restricted shares of our common stock to compensate employees/consultants and independent contractors wherever possible.  We believe that operations are generating sufficient cash to continue operations for the next 12 months from the date of this prospectus provided that our costs of being a public company remain equal to or below the maximum estimate provided below.  We have become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. We are subject to the reporting requirements of the Exchange Act of '34, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. These obligations will reduce our ability and resources to fund other aspects of our business. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensate vendors and professionals who provide products and services to us, although there can be no assurances that we will be successful in any of those efforts.  To date, we have not identified any obligations that we may seek to settle in this manner nor have we identified any vendors, professionals or other creditors that we may approach with this idea.   In November 2007, HPC sold 700,000 of its common stock to 39 people for $700. Of the 700,000 shares, 30,000 (4.2%) shares were sold to a director and 300,000 (42.9%) shares were sold to the Companys counsel. The sale of such shares was not specifically or solely intended to raise financing since the funds raised were de minimis.  It was also intended to get relatives and/or business associates of management involved in our business.  Although these stockholders have no obligation to provide any services to us, management hopes that these new stockholders, their families, friends and/or business associates may provide us with valuable services such as recommending our services and providing us with business advice in any areas of expertise or knowledge that they may have that can be of value and assistance to us.   15





Subsequent Events  The Company has evaluated all events that occurred after the balance sheet date but before financial statements were available to be issued to determine if they must be reported.  The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follows:  On August 7, 2009, the Company entered into a Share Exchange Agreement (the Agreement) among the Company and certain of its shareholders, House of Mohan Corporation, (Mohan) a Delaware Corporation, and the shareholders of Mohan (the Mohan Shareholders).  Pursuant to the terms of the Agreement, the Company issued to the Mohan Shareholders an aggregate of 142,950,000 restricted shares of its common stock in exchange for all of the issued and outstanding shares of Mohan making Mohan a wholly owned subsidiary of the Company.  The Agreement closed August 7, 2009.  For further and more complete information regarding this transaction, reference is herewith made to the Companys Form 8-K as filed August 10, 2009, the full contents of which are herewith incorporated by reference.   Recently Issued Accounting Pronouncements  The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.  Critical Accounting Policies The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.  Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements.  There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Seasonality  We do not anticipate a significant seasonal impact in our business.  Off-Balance Sheet Arrangements  We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.   16





ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  The Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures.  ITEM 4  CONTROLS AND PROCEDURES  We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (one person, our President), as appropriate, to allow timely decisions regarding required disclosures.  As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of that date.  Managements Report on Internal Controls over Financial Reporting  Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  There has been no change in the Companys internal control over financial reporting during the quarter ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.  The Companys management, including the Companys CEO and CAO, does not expect that the Companys disclosure controls and procedures or the Companys internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the companys internal control over financial reporting was effective as of June 30, 2009.  This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.  17





PART IIOTHER INFORMATIONItem 1Legal ProceedingsNoneItem 2Unregistered Sale of Equity Securities and Use of ProceedsNoneItem 3Defaults Upon Senior SecuritiesNoneItem 4Submission of Matters to a Vote of ShareholdersNoneItem 5Other InformationNoneItem 6Exhibits and Reports on Form 8-K (a)           Exhibits  Exhibit NumberDescription31.1Section 302 Certification Of Chief Executive And Chief Financial Officer32.1Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002  Chief Executive And Chief Financial Officer  (b)           Reports of Form 8-K  None.    18





Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  HPC POS SYSTEM, CORP. (Registrant)      /s/ Melvin W. Coles By: Melvin W. Coles, Chief Executive Officer     August 18, 2009      19