UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

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(Mark one)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended June 30, 2008

[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For 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 57th Avenue 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 [ ]

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 [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          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] NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: August 5, 2008: 2,328,000
<PAGE>
                             HPC ACQUISITIONS, INC.

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

                                Table of Contents

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

  Item 1 - Financial Statements                                               3

  Item 2 - Management's Discussion and Analysis or Plan of Operation         11

  Item 3 - Quantitative and Qualitative Disclosures About Market Risk        13

  Item 4 - Controls and Procedures                                           13

PART II - OTHER INFORMATION

  Item 1 - Legal Proceedings                                                 13

  Item 2 - Recent Sales of Unregistered Securities and Use of Proceeds       13

  Item 3 - Defaults Upon Senior Securities                                   14

  Item 4 - Submission of Matters to a Vote of Security Holders               14

  Item 5 - Other Information                                                 14

  Item 6 - Exhibits                                                          14

SIGNATURES                                                                   14

                                       2
<PAGE>
                                     PART I
ITEM 1 - FINANCIAL STATEMENTS

                             HPC ACQUISITIONS, INC.
                                 BALANCE SHEETS
                             June 30, 2008 and 2007

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    June 30,             June 30,
                                                                      2008                2007
                                                                    ---------           ---------
<S>                                                                 <C>                 <C>
                                     ASSETS
CURRENT ASSETS
   Cash on hand and in bank                                         $     270           $   2,187
   Prepaid expenses                                                       220                 292
                                                                    ---------           ---------

      TOTAL ASSETS                                                  $     490           $   2,479
                                                                    =========           =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable - trade                                         $   6,932           $     369
   Accrued interest payable to controlling stockholder                    558                 243
                                                                    ---------           ---------

      TOTAL CURRENT LIABILITIES                                         7,490                 612
                                                                    ---------           ---------
LONG-TERM LIABILITIES
   Note payable to controlling stockholder                              8,000               5,000
                                                                    ---------           ---------

      TOTAL LIABILITIES                                                15,490               5,612
                                                                    ---------           ---------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Preferred 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
     2,328,000 shares issued and outstanding, respectively              2,328               2,328
   Additional paid-in capital                                         407,091             407,091
   Accumulated deficit                                               (424,419)           (412,552)
                                                                    ---------           ---------

      TOTAL STOCKHOLDERS' EQUITY                                      (15,000)             (3,133)
                                                                    ---------           ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $     490           $   2,479
                                                                    =========           =========
</TABLE>

   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
<PAGE>
                             HPC ACQUISITIONS, INC.
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                Six and Three months ended June 30, 2008 and 2007

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                    Six months       Six months      Three months     Three months
                                                      ended            ended            ended            ended
                                                     June 30,         June 30,         June 30,         June 30,
                                                       2008             2007             2008             2007
                                                    ----------       ----------       ----------       ----------
<S>                                                 <C>              <C>              <C>              <C>
NET REVENUES                                        $       --       $       --       $       --       $       --
                                                    ----------       ----------       ----------       ----------
OPERATING EXPENSES
   Professional fees                                    10,050               --           10,050               --
   Other general and administrative expenses               824              342              466              176
                                                    ----------       ----------       ----------       ----------

      TOTAL OPERATING EXPENSES                          10,874              342           10,516              176
                                                    ----------       ----------       ----------       ----------

LOSS FROM OPERATIONS                                   (10,874)            (342)         (10,516)            (176)

OTHER INCOME (EXPENSE)
   Interest expense on line of credit note
    payable to stockholder                                (164)            (154)             (90)             (76)
                                                    ----------       ----------       ----------       ----------

LOSS BEFORE PROVISION FOR INCOME TAXES                 (11,038)            (496)         (10,606)            (252)

PROVISION FOR INCOME TAXES                                  --               --               --               --
                                                    ----------       ----------       ----------       ----------

NET LOSS                                               (11,038)            (496)         (10,606)            (252)

OTHER COMPREHENSIVE INCOME                                  --               --               --               --
                                                    ----------       ----------       ----------       ----------

COMPREHENSIVE LOSS                                  $  (11,038)      $     (496)      $  (10,606)      $     (252)
                                                    ==========       ==========       ==========       ==========
Loss per weighted-average share of common stock
 outstanding, computed on net loss - basic
 and fully diluted                                         nil              nil              nil              nil
                                                    ==========       ==========       ==========       ==========
Weighted-average number of common shares
 outstanding - basic and fully diluted               2,328,000        2,328,000        2,328,000        2,328,000
                                                    ==========       ==========       ==========       ==========
</TABLE>

   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
<PAGE>
                             HPC ACQUISITIONS, INC.
                            STATEMENTS OF CASH FLOWS
                    Six months ended March 31, 2008 and 2007

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      Six months         Six months
                                                                        ended              ended
                                                                       June 30,           June 30,
                                                                         2008               2007
                                                                       --------           --------
<S>                                                                    <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the period                                             $(11,038)          $   (496)
   Adjustments to reconcile net loss to net
    cash provided by operating activities
      (Increase) Decrease in
        Prepaid expenses                                                    (87)              (292)
      Increase (Decrease) in
        Accounts payable - trade                                          6,394               (126)
        Accrued interest payable to controlling stockholder                 164                154
                                                                       --------           --------

          NET CASH USED IN OPERATING ACTIVITIES                          (4,567)              (760)
                                                                       --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES                                         --                 --
                                                                       --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES
   Advances (Repayments) on line of credit
    note payable to controlling stockholder                               3,000               (250)
                                                                       --------           --------

          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES             3,000               (250)
                                                                       --------           --------

INCREASE IN CASH                                                         (1,567)            (1,010)

Cash at beginning of period                                               1,837              3,197
                                                                       --------           --------

CASH AT END OF PERIOD                                                  $    270           $  2,187
                                                                       ========           ========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
   Interest paid for the period                                        $     --           $     --
                                                                       ========           ========
   Income taxes paid for the period                                    $     --           $     --
                                                                       ========           ========
</TABLE>

   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
<PAGE>
                             HPC ACQUISITIONS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             June 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
<PAGE>
                             HPC ACQUISITIONS, INC.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 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
<PAGE>
                             HPC ACQUISITIONS, INC.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 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 June 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 June 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 June 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
<PAGE>
                             HPC ACQUISITIONS, INC.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 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 it's  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 June 30, 2008 and 2007, respectively, Mr.
Laughlin has advanced  approximately $8,000 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 six month periods
ended June 30, 2008 and 2007, respectively, are as follows:

                                            Six months              Six months
                                              ended                   ended
                                             June 30,                June 30,
                                               2008                    2007
                                             -------                 -------
     Federal:
       Current                               $    --                 $    --
       Deferred                                   --                      --
                                             -------                 -------
                                                  --                      --
                                             -------                 -------
     State:
       Current                                    --                      --
       Deferred                                   --                      --
                                             -------                 -------
                                                  --                      --
                                             -------                 -------

       Total                                 $    --                 $    --
                                             =======                 =======

As  of  June  31,  2008,  the  Company  has  an  aggregate  net  operating  loss
carryforward  of  approximately  $16,700 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 three month periods
ended June 30, 2008 and 2007, respectively,  differed from the statutory federal
rate of 34 percent as follows:

                                                        Six months    Six months
                                                          ended         ended
                                                         June 30,      June 30,
                                                           2008          2007
                                                         -------       -------

Statutory rate applied to income before income taxes     $(3,750)      $  (170)
Increase (decrease) in income taxes resulting from:
  State income taxes                                          --            --
  Other, including reserve for deferred tax asset and
   application of net operating loss carryforward          3,750           170
                                                         -------       -------

Income tax expense                                       $    --       $    --
                                                         =======       =======

                                       9
<PAGE>
                             HPC ACQUISITIONS, INC.
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 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 June 30, 2008 and 2007, respectively:

                                                    June 30,            June 30,
                                                      2008                2007
                                                    -------             -------
Deferred tax assets
   Net operating loss carryforwards                 $ 5,800             $ 1,700
   Less valuation allowance                          (5,800)             (1,700)
                                                    -------             -------

Net Deferred Tax Asset                              $    --             $    --
                                                    =======             =======

During each of the six month periods ended June 30, 2008 and 2007, respectively,
the   valuation   allowance   against  the  deferred  tax  asset   increased  by
approximately $3,750 and $100.




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                                       10
<PAGE>
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.

(2) PLAN OF OPERATIONS

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

General and  administrative  expenses for the six and three month  periods ended
June 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 in compliance with 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 six and three month periods ended June 30,
2008 and 2007 were  $(0.00) 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's operating subsidiary begins meaningful operations.

At June 30, 2008 and 2007,  the Company  had  working  capital of  approximately
$(7,000) and $1,900, 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 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'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.

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

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<PAGE>
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 not 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 not 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 not 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.

(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.

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<PAGE>
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 if 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.

ITEM 4 - 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 June 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 June 30, 2008 that
has  materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.

                          PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

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<PAGE>
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 - 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: August 5, 2008                  /s/ Craig S. Laughlin
       --------------                  -----------------------------------------
                                                               Craig S. Laughlin
                                             President, Chief Executive Officer,
                                       Chief Financial Officer and Sole Director

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