UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





Form
10-Q










(Mark
one)


x
            Quarterly
      Report under Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended September 30, 2008o
            Transition
      Report under Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period from ______________ to
  _____________










Commission
File Number: 0-53248






HPC
Acquisitions, Inc.


(Exact
name of small business issuer as specified in its charter)





Nevada
              68-0635204(State
      of incorporation)
              (IRS
      Employer ID Number)





10935 57thAvenue North, Plymouth, MN
55442


(Address
of principal executive offices)





(952) 541-1155


(Issuer's
telephone number)








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 
o





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





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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): YES x NOo





State the
number of shares outstanding of each of the issuer's classes of common equity as
of the latest practicable date: November 5, 2008:
6,984,000





Transitional
Small Business Disclosure Format (check one): YES  o NO x





HPC
Acquisitions, Inc.





Form 10-Q
for the Quarter ended September 30, 2008





Table of
Contents








PagePart
      I - Financial InformationItem 1 - Financial Statements
                3Item 2 - Management's Discussion and Analysis or Plan of
      Operation
                11Item 3 - Quantitative and Qualitative Disclosures About Market
      Risk
                13Item 4 - Controls and Procedures
                13Part
      II - Other InformationItem 1 - Legal Proceedings
                14Item 2 - Recent Sales of Unregistered Securities and Use of
      Proceeds
                14Item 3 - Defaults Upon Senior Securities
                14Item 4 - Submission of Matters to a Vote of Security
      Holders
                14Item 5 - Other Information
                14Item 6 - Exhibits
                14Signatures
                14






2


Part
I


Item 1 - Financial Statements





HPC
Acquisitions, Inc.


Balance
Sheets


September
30, 2008 and December 31, 2007








(Unaudited)
                                          
                                          
                                          (Audited)September
      30,
                                          
                                          
                                          December
      31,2008
                                          
                                          
                                          2007ASSETSCurrent
      assetsCash on
      hand and in bank
                                          
                                          $
                                          1,568
                                          
                                          
                                          $
                                          1,837Prepaid
      expenses
                                          
                                          
                                          154
                                          
                                          
                                          
                                          133Total
      Assets
                                          
                                          $
                                          1,722
                                          
                                          
                                          $
                                          1,970LIABILITIES AND STOCKHOLDERS’
      EQUITYCurrent
      liabilitiesAccounts
      payable - trade
                                          
                                          $
                                          2,184
                                          
                                          
                                          $
                                          538Accrued
      interest payable to controlling stockholder
                                          
                                          
                                          754
                                          
                                          
                                          
                                          394Total
      Current Liabilities
                                          
                                          
                                          2,938
                                          
                                          
                                          
                                          932Long-Term
      LiabilitiesNote
      payable to controlling stockholder
                                          
                                          
                                          18,040
                                          
                                          
                                          
                                          5,000Total
      Liabilities
                                          
                                          
                                          20,978
                                          
                                          
                                          
                                          5,932Commitments
      and contingenciesStockholders’
      equityPreferred stock
      - $0.001 par value.10,000,000
      shares authorized.None
      issued and outstanding
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —Common
      stock - $0.001 par value.50,000,000
      shares authorized.6,984,000
      shares issued and outstanding, respectively
                                          
                                          
                                          6,984
                                          
                                          
                                          
                                          6,984Additional
      paid-in capital
                                          
                                          
                                          402,435
                                          
                                          
                                          
                                          402,435Accumulated
      deficit
                                          
                                          
                                          (428,675
                                          )
                                          
                                          
                                          (413,381
                                          )Total
      Sockholders’ Euity
                                          
                                          
                                          (19,256
                                          )
                                          
                                          
                                          (3,962
                                          )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                                          
                                          $
                                          1,722
                                          
                                          
                                          $
                                          1,970








The
financial information presented herein has been prepared by
management


without
audit by independent certified public accountants.


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





3


HPC
Acquisitions, Inc.


Statements
of Operations and Comprehensive Loss


Nine and
Three months ended September 30, 2008 and 2007





(Unaudited)








Nine
      months
                  
                  
                  Nine
      months
                  
                  
                  Three
      months
                  
                  
                  Three
      monthsended
                  
                  
                  ended
                  
                  
                  ended
                  
                  
                  endedSeptember
      30,
                  
                  
                  September
      30,
                  
                  
                  September
      30,
                  
                  
                  September
      30,2008
                  
                  
                  2007
                  
                  
                  2008
                  
                  
                  2007Net
      revenues
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —Operating
      expensesProfessional
      fees
                  
                  
                  11,633
                  
                  
                  
                  —
                  
                  
                  
                  1,583
                  
                  
                  
                  —Other
      general and administrative expenses
                  
                  
                  3,301
                  
                  
                  
                  772
                  
                  
                  
                  2,477
                  
                  
                  
                  429Total
      operating expenses
                  
                  
                  14,934
                  
                  
                  
                  772
                  
                  
                  
                  4,060
                  
                  
                  
                  429Loss
      from operations
                  
                  
                  (14,934
                  )
                  
                  
                  (772
                  )
                  
                  
                  (4,060
                  )
                  
                  
                  (429
                  )Other
      income (expense)Interest
      expense on line of credit note payable to stockholder
                  
                  
                  (360
                  )
                  
                  
                  (229
                  )
                  
                  
                  (196
                  )
                  
                  
                  (76
                  )Loss
      before provision for income taxes
                  
                  
                  (15,294
                  )
                  
                  
                  (1,001
                  )
                  
                  
                  (4,256
                  )
                  
                  
                  (505
                  )Provision
      for income taxes
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Net
      Loss
                  
                  
                  (15,294
                  )
                  
                  
                  (1,001
                  )
                  
                  
                  (4,256
                  )
                  
                  
                  (505
                  )Other
      comprehensive income
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Comprehensive
      Loss
                  
                  $
                  (15,294
                  )
                  
                  $
                  (1,001
                  )
                  
                  $
                  (4,256
                  )
                  
                  $
                  (505
                  )Loss
      per weighted-average share of common stock outstanding,computed
                    on
      net loss – basic and fully diluted
                  
                  $
                  (0.01
                  )
                  
                  nil
                  
                  
                  nil
                  
                  
                  nilWeighted-average
      number of common shares outstanding -
                    basic
      and fully diluted
                  
                  
                  6,984,000
                  
                  
                  
                  6,984,000
                  
                  
                  
                  6,984,000
                  
                  
                  
                  6,984,000







The
financial information presented herein has been prepared by
management


without
audit by independent certified public accountants.


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




4


HPC
Acquisitions, Inc.


Statements
of Cash Flows


Nine
months ended September 31, 2008 and 2007





(Unaudited)








Nine
      months
                      
                      
                      Nine
      monthsended
                      
                      
                      endedSeptember
      30,
                      
                      
                      September
      30,2008
                      
                      
                      2007Cash
      flows from operating activitiesNet
      loss for the period
                      
                      $
                      (15,294
                      )
                      
                      $
                      (1,001
                      )Adjustments to
      reconcile net loss to net cash provided by operating
      activities(Increase)
      Decrease inPrepaid
      expenses
                      
                      
                      (21
                      )
                      
                      
                      (212
                      )Increase
      (Decrease) inAccounts
      payable - trade
                      
                      
                      1,646
                      
                      
                      
                      (126
                      )Accrued
      interest payable to controlling stockholder
                      
                      
                      360
                      
                      
                      
                      229Net
      cash used in operating activities
                      
                      
                      (13,309
                      )
                      
                      
                      (1,110
                      )Cash
      flows from investing activities
                      
                      
                      —
                      
                      
                      
                      —Cash
      flows from financing activitiesAdvances
      (Repayments) on line of credit note payable to controlling
      stockholder
                      
                      
                      13,040
                      
                      
                      
                      (250
                      )Net
      cash provided by (used in) financing activities
                      
                      
                      13,040
                      
                      
                      
                      (250
                      )Increase
      in Cash
                      
                      
                      (269
                      )
                      
                      
                      (1,360
                      )Cash
      at beginning of period
                      
                      
                      1,837
                      
                      
                      
                      3,197Cash
      at end of period
                      
                      $
                      1,568
                      
                      
                      $
                      1,837Supplemental
      disclosure of interest and income taxes paidInterest paid
      for the period
                      
                      $
                      —
                      
                      
                      $
                      —Income
      taxes paid for the period
                      
                      $
                      —
                      
                      
                      $
                      —







The
financial information presented herein has been prepared by
management


without
audit by independent certified public accountants.


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




5


HPC
Acquisitions, Inc.


Notes
to Financial Statements


September
30, 2008 and 2007








Note
A - Organization and Description of Business





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





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





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





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





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








Note
B - Preparation of Financial Statements





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





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





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





During
interim periods, the Company follows the accounting policies set forth in its
annual audited financial statements filed with the U. S. Securities and Exchange
Commission on its Registration Statement on Form 10 containing the Company’s
financial statements for the year ended December 31, 2007.  The
information presented within these interim financial statements may not include
all disclosures required by generally accepted accounting principles and the
users of financial information provided for interim periods should refer to the
annual financial information and footnotes when reviewing the interim financial
results presented herein.




6


HPC
Acquisitions, Inc.


Notes
to Financial Statements - Continued


September
30, 2008 and 2007








Note
B - Preparation of Financial Statements - Continued





In the
opinion of management, the accompanying interim financial statements, prepared
in accordance with the U. S. Securities and Exchange Commission’s instructions
for Form 10-Q, are unaudited and contain all material adjustments, consisting
only of normal recurring adjustments necessary to present fairly the financial
condition, results of operations and cash flows of the Company for the
respective interim periods presented.  The current period results of
operations are not necessarily indicative of results which ultimately will be
reported for the full fiscal year ending December 31, 2008.





Note
C - Going Concern Uncertainty





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





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





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





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





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





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





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





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




7


HPC
Acquisitions, Inc.


Notes
to Financial Statements - Continued


September
30, 2008 and 2007








Note
D - Summary of Significant Accounting Policies





1.
            Cash and cash
      equivalents





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





2.
            Reorganization
      costs





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





3.
            Income
      taxes





The
Company uses the asset and liability method of accounting for income
taxes.  At September 30, 2008 and 2007, respectively, the deferred tax
asset and deferred tax liability accounts, as recorded when material to the
financial statements, are entirely the result of temporary
differences.  Temporary differences represent differences in the
recognition of assets and liabilities for tax and financial reporting purposes,
primarily accumulated depreciation and amortization, allowance for doubtful
accounts and vacation accruals.





As of
September 30, 2008 and 2007, the deferred tax asset related to the Company’s net
operating loss carryforward is fully reserved.  Due to the provisions
of Internal Revenue Code Section 338, the Company may have no net operating loss
carryforwards available to offset financial statement or tax return taxable
income in future periods as a result of a change in control involving 50
percentage points or more of the issued and outstanding securities of the
Company.





4.
            Income (Loss) per
      share





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





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





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





As of
September 30, 2008 and 2007, and subsequent thereto, the Company had no
outstanding stock warrants, options or convertible securities which could be
considered as dilutive for purposes of the loss per share
calculation.





Note
E - Fair Value of Financial Instruments





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





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





8


HPC
Acquisitions, Inc.


Notes
to Financial Statements - Continued


September
30, 2008 and 2007








Note
E - Fair Value of Financial Instruments - Continued





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








Note
F - Note Payable to Controlling Stockholder





The
Company and its current controlling stockholder, Craig Laughlin, have agreed
that additional funds will be necessary in the foreseeable future to support the
corporate entity and comply with the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended.  To this end, Mr.
Laughlin has agreed to lend the Company up to an additional $50,000 with a
maturity period not to exceed three (3) years from the initial funding date at
an interest rate of 6.0% per annum.  As of September 30, 2008 and
2007, respectively, Mr. Laughlin has advanced approximately $18,040 and $5,000
under this agreement with a scheduled maturity date in September
2009.





Note
G - Income Taxes





The
components of income tax (benefit) expense for each of the nine month periods
ended September 30, 2008 and 2007, respectively, are as follows:





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





As of
September 30, 2008, the Company has an aggregate net operating loss carryforward
of approximately $21,300 to offset future taxable income.  The amount
and availability of any net operating loss carryforwards will be subject to the
limitations set forth in the Internal Revenue Code.  Such factors as
the number of shares ultimately issued within a three year look-back period;
whether there is a deemed more than 50 percent change in control; the applicable
long-term tax exempt bond rate; continuity of historical business; and
subsequent income of the Company all enter into the annual computation of
allowable annual utilization of any net operating loss
carryforward(s).





The
Company's income tax expense (benefit) for each of the nine month periods ended
September 30, 2008 and 2007, respectively, differed from the statutory federal
rate of 34 percent as follows:





Nine
      months
                      
                      
                      Nine
      monthsended
                      
                      
                      endedSeptember
      30,
                      
                      
                      September
      30,2008
                      
                      
                      2007Statutory
      rate applied to income before income taxes
                      
                      $
                      (5,200
                      )
                      
                      $
                      (340
                      )Increase
      (decrease) in income taxes resulting from:State
      income taxes
                      
                      
                      —
                      
                      
                      
                      —Other,
      including reserve for deferred tax asset andapplication of
      net operating loss carryforward
                      
                      
                      5,200
                      
                      
                      
                      340Income
      tax expense
                      
                      $
                      —
                      
                      
                      $
                      —







9


HPC
Acquisitions, Inc.


Notes
to Financial Statements - Continued


September
30, 2008 and 2007








Note
G - Income Taxes - Continued





Temporary
differences, consisting primarily of the prospective usage of net operating loss
carryforwards give rise to deferred tax assets and liabilities as of September
30, 2008 and 2007, respectively:





September
      30,
                      
                      
                      September
      30,2008
                      
                      
                      2007Deferred
      tax assetsNet
      operating loss carryforwards
                      
                      $
                      7,200
                      
                      
                      $
                      1,900Less
      valuation allowance
                      
                      
                      (7,200
                      )
                      
                      
                      (1,900
                      )Net
      Deferred Tax Asset
                      
                      $
                      —
                      
                      
                      $
                      —





During
each of the nine month periods ended September 30, 2008 and 2007, respectively,
the valuation allowance against the deferred tax asset increased by
approximately $3,200 and $325.





Note
H - Common Stock Transactions





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

















(Remainder
of this page left blank intentionally)




10


Part I - Item 2





Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





(1)
            Caution Regarding
      Forward-Looking Information





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





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





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





(1)
            Plan of
      Operations





The
Company had no revenue for either of the nine or three month periods ended
September 30, 2008 or 2007, respectively.





General
and administrative expenses for the nine and three month periods ended September
30, 2008 and 2007, respectively, have been directly related to maintaining the
corporate entity and the preparation and filing of a registration statement on
Form 10 pursuant to the Securities Exchange Act of 1934, as amended and
compliance with the periodic reporting requirements of the Securities Exchange
Act of 1934, as amended.





It is
anticipated that future expenditure levels may increase as the Company intends
to fully comply with its periodic reporting requirements.





Earnings
per share for the respective nine month periods ended September 30, 2008 and
2007 were $(0.01) and $(0.00) based on the weighted-average shares issued and
outstanding at the end of each respective period.





The
Company does not expect to generate any meaningful revenue or incur operating
expenses for purposes other than fulfilling the obligations of a reporting
company under the Securities Exchange Act of 1934 unless and until such time
that the Company acquires or participates in a business with revenue producing
activities.





At
September 30, 2008 and 2007, the Company had working capital of approximately
$(19,000) and $(3,600), respectively.





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





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




11


Plan
of Business





General





The
Company intends to locate and combine with an existing, privately-held company
which is profitable or, in management's view, has growth potential, irrespective
of the industry in which it is engaged.  However, the Company does not
intend to combine with a private company which may be deemed to be an investment
company subject to the Investment Company Act of 1940.  A combination
may be structured as a merger, consolidation, exchange of the Company's common
stock for stock or assets or any other form which will result in the combined
enterprise's becoming a publicly-held corporation.





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





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





Combination
Suitability Standards





In its
pursuit for a combination partner, the Company's management intends to consider
only combination candidates which are profitable or, in management's view, have
growth potential.  The Company's management does not intend to pursue
any combination proposal beyond the preliminary negotiation stage with any
combination candidate which does not furnish the Company with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary funds are available, engage
attorneys and/or accountants in its efforts to investigate a combination
candidate and to consummate a business combination.  The Company may
require payment of fees by such combination candidate to fund the investigation
of such candidate.  In the event such a combination candidate is
engaged in a high technology business, the Company may also obtain reports from
independent organizations of recognized standing covering the technology being
developed and/or used by the candidate.  The Company's limited
financial resources may make the acquisition of such reports difficult or even
impossible to obtain and, thus, there can be no assurance that the Company will
have sufficient funds to obtain such reports when considering combination
proposals or candidates.  To the extent the Company is unable to
obtain the advice or reports from experts, the risks of any combined
enterprise(s) being unsuccessful will be enhanced.  Furthermore, to
the knowledge of the Company's officers and directors, neither the candidate nor
any of its directors, executive officers, principal stockholders or general
partners:




(1)
            will
      have been convicted of securities fraud, mail fraud, tax fraud,
      embezzlement, bribery, or a similar criminal offense involving
      misappropriation or theft of funds, or be the subject of a pending
      investigation or indictment involving any of those
    offenses;





(2)
            will
      have been subject to a temporary or permanent injunction or restraining
      order arising from unlawful transactions in securities, whether as issuer,
      underwriter, broker, dealer, or
      investment  advisor,  may be the  subject of
      any  pending investigation or a defendant in a pending lawsuit
      arising from or based upon allegations of unlawful transactions in
      securities; or





(3)
            will
      have been a defendant in a civil action which resulted in a final
      judgement against it or him awarding damages or rescission based upon
      unlawful practices or sales of
securities.





The
Company's officers and directors will make these determinations by asking
pertinent questions of the management of prospective combination
candidates.  Such persons will also ask pertinent questions of others
who may be involved in the combination proceedings.  However, the
officers and directors of the Company will not generally take other steps to
verify independently information obtained in this manner which is
favorable.  Unless something comes to their attention which puts them
on notice of a possible disqualification which is being concealed from them,
such persons will rely on information received from the management of the
prospective combination candidate and from others who may be involved in the
combination proceedings.




12


(3)
            Liquidity
      and Capital Resources





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





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





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





(4)
            Critical
      Accounting Policies





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





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





Item 3 - Quantitative and Qualitative Disclosures About Market
Risk





The
Company may be subject to certain market risks, including changes in interest
rates and currency exchange rates.  At the present time, the Company
does not undertake any specific actions to limit those exposures.





Item4 - Controls and Procedures





(a)
            Evaluation
      of Disclosure Controls and
Procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (Exchange Act), as of September 30, 2008.  Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in alerting
them on a timely basis to material information relating to our Company required
to be included in our reports filed or submitted under the Exchange
Act.





(b)
            Changes
      in Internal Controls





There
were no significant changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in our internal controls over
financial reporting that occurred during the quarter ended September 30, 2008
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.




13


Part
II - Other Information





Item1 - Legal Proceedings





None





Item 2 - Unregistered Sales of Equity Securities and Use of
Proceeds





None




Item 3 - Defaults upon Senior Securities





None





Item4 - Submission of Matters to a Vote of Security
Holders





The
Company has held no regularly scheduled, called or special meetings of
stockholders during the reporting period.





Item 5 - Other Information





None





Item 6 - Exhibits





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




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











SIGNATURES





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






HPC
      Acquisitions, Inc.Dated:
      November , 2008
                              /s/ Craig S. LaughlinCraig
      S. LaughlinPresident,
      Chief Executive Officer,Chief
      Financial Officer and Sole
Director






14