UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD
ENDED JUNE  30, 2012

OR

| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
to



COMMISSION FILE NUMBER: 000-54679



Hyperion Acquisition Corp.

(Exact name of registrant as specified
in its charter)



|                                                                       |  |                                             
|---------------------------------------------------------------------- |  | --------------------------------------------
|Delaware                                                               |  | To be applied for                           
|(State or other jurisdiction
        of incorporation or organization) |  | (I.R.S. Employer
        Identification No.)
|                                                                       | 
|2000 Hamilton Street, #943
        Philadelphia, PA                    |  | 19130                                       
|(Address
    of principal executive offices)                           |  | (Zip
    Code)                              



Telephone/Fax:
215-405-8018

E-mail: william.tay@hotmail.com

(Registrant’s telephone number,
including area code)

N/A

(Former name, former address and
former fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1)
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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. [X  ]Yes [ ] No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [X  ]Yes [ ] No



-1-







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.

| |  |  |  |  |  | 
| |  |  |  |  |  | 



|Large accelerated filer   |  | [ ]                                                  |  | Accelerated filer             |  | [ ]
|------------------------- |  | ---------------------------------------------------- |  | ----------------------------- |  | ---
|Non-accelerated
    filer |  | [
    ](Do not check if a smaller reporting company) |  | 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).

[X  ]Yes [ ] No



State the number of shares outstanding of each of the
issuer’s classes of common equity, as of August 13, 2012: 31,390,000 shares of common stock.



-2-











TABLE OF CONTENTS



Hyperion
Acquisition Corp.

(A DEVELOPMENT STAGE COMPANY)



INDEX



PART I-FINANCIAL INFORMATION



|                                                                                                                                                                           |  |                                                                                            |  |   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | --
|ITEM
    1                                                                                                                                                                 |  | FINANCIAL
    STATEMENTS                                                                   |  | 4 
|                                                                                                                                                                           | 
|Balance
    Sheets at June 30, 2012 and March 31, 2012                                                                                                                     |  | 4                                                                                         
|                                                                                                                                                                           | 
|Statements
    of Operations for the Three Months ended June 30, 2012, and for the period from January 31, 2012 (Date of Inception) through
    June 30, 2012 (unaudited)  |  | 5                                                                                         
|                                                                                                                                                                           | 
|Statement
    of Changes in Stockholders’ Equity (Deficit) for the Period from January 31, 2012 (Date of Inception) through June 30,
    2012 (unaudited)                  |  | 6                                                                                         
|                                                                                                                                                                           | 
|Statements
    of Cash Flows for the Three Months ended June 30, 2012, and for the Period from January 31, 2012 (Date of Inception) through
     June 30, 2012 (unaudited) |  | 7                                                                                         
|                                                                                                                                                                           | 
|Notes
    to Unaudited Financial Statements                                                                                                                                |  | 8                                                                                         
|                                                                                                                                                                           |  |                                                                                           
|ITEM
    2                                                                                                                                                                 |  | MANAGEMENT’S
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS |  | 10
|                                                                                                                                                                           |  |                                                                                           
|ITEM
    3                                                                                                                                                                 |  | QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                             |  | 11
|                                                                                                                                                                           |  |                                                                                           
|ITEM
    4                                                                                                                                                                 |  | CONTROLS
    AND PROCEDURES.                                                               |  | 11
|                                                                                                                                                                          
|PART
    II-OTHER INFORMATION                                                                                                                                             
|                                                                                                                                                                           |  |                                                                                           
|ITEM
    1                                                                                                                                                                 |  | LEGAL
    PROCEEDING                                                                       |  | 11
|                                                                                                                                                                           |  |                                                                                            |  |   
|ITEM
    1A                                                                                                                                                                |  | RISK
    FACTORS                                                                           |  |   
|                                                                                                                                                                           |  |                                                                                           
|ITEM
    2                                                                                                                                                                 |  | UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                            |  | 11
|                                                                                                                                                                           |  |                                                                                           
|ITEM
    3                                                                                                                                                                 |  | DEFAULTS
    UPON SENIOR SECURITIES                                                        |  | 11
|                                                                                                                                                                           |  |                                                                                           
|ITEM
    4                                                                                                                                                                 |  | REMOVED
    AND RESERVED                                                                   |  | 12
|                                                                                                                                                                           |  |                                                                                           
|ITEM
    5                                                                                                                                                                 |  | OTHER
    INFORMATION                                                                      |  | 12
|                                                                                                                                                                           |  |                                                                                           
|ITEM
    6                                                                                                                                                                 |  | EXHIBITS                                                                                   |  | 12
|                                                                                                                                                                           | 
|SIGNATURES                                                                                                                                                                 |  | 12                                                                                        



-3-





PART I-FINANCIAL INFORMATION



|ITEM
    1 | FINANCIAL
    STATEMENTS
|---------- | ------------------------

Hyperion
Acquisition Corp.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS





|                                                                                                                                                         |  |                                          |        |   |                                    |   |        |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ------ | - | ---------------------------------- | - | ------ | -
|                                                                                                                                                         |  | As
    of 
    June 30, 2012 (unaudited) |        |   | As
    of March 31, 2012 (audited) |  
|ASSETS                                                                                                                                                   |  |                                          |        |   |                                    |   |        |  
|Current
    Assets                                                                                                                                       |  |                                          |        |   |                                    |   |        |  
|Cash                                                                                                                                                     |  | $                                        | —      |   |                                    | $ | —      |  
|                                                                                                                                                         |  |                                          |        |   |                                    |   |        |  
|Total
    Current Assets                                                                                                                                 |  |                                          | —      |   |                                    |   | —      |  
|                                                                                                                                                         |  |                                          |        |   |                                    |   |        |  
|TOTAL
    ASSETS                                                                                                                                         |  | $                                        | —      |   |                                    | $ | —      |  
|                                                                                                                                                         |  |                                          |        |   |                                    |   |        |  
|LIABILITIES
        & STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                     |  |                                          |        |   |                                    |   |        |  
|Current
    Liabilities                                                                                                                                  |  |                                          |        |   |                                    |   |        |  
|                                                                                                                                                         |  |                                          |        |   |                                    |   |        |  
|Total
    Current Liabilities                                                                                                                            |  |                                          | —      |   |                                    |   | —      |  
|                                                                                                                                                         |  |                                          |        |   |                                    |   |        |  
|TOTAL
    LIABILITIES                                                                                                                                    |  |                                          | —      |   |                                    |   | —      |  
|                                                                                                                                                         |  |                                          |        |   |                                    |   |        |  
|Stockholders’
    Equity (Deficit)                                                                                                                       |  |                                          |        |   |                                    |   |        |  
|Preferred
    stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding)                                                        |  |                                          | —      |   |                                    |   | —      |  
|                                                                                                                                                         |  |                                          |        |   |                                    |   |        |  
|Common
    stock ($.0001 par value, 500,000,000 shares authorized, 31,390,000 shares issued and outstanding as of  June 30, 2012 and
    March 31, 2012) |  |                                          | 3,139  |   |                                    |   | 3,139  |  
|Deficit
    accumulated during developmental stage                                                                                                       |  |                                          | (3,139 | ) |                                    |   | (3,139 | )
|                                                                                                                                                         |  |                                          |        |   |                                    |   |        |  
|Total
    Stockholders’ Equity (Deficit)                                                                                                                 |  |                                          | —      |   |                                    |   | —      |  
|                                                                                                                                                         |  |                                          |        |   |                                    |   |        |  
|TOTAL
    LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                   |  | $                                        | —      |   |                                    | $ | —      |  
|                                                                                                                                                         |  |                                          |        |   |                                    |   |        |  



See Accompanying Notes to Unaudited Financial Statements



-4-









Hyperion
Acquisition Corp.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED)

|                                                         |  |                                           |            |  |  |                                                                                          |   |        |  
|-------------------------------------------------------- |  | ----------------------------------------- | ---------- |  |  | ---------------------------------------------------------------------------------------- | - | ------ | -
|                                                         |  | Three
    Months Ended
     June 30, 2012 |            |  |  | Period
    from  January 31,
    2012 (Date of
    Inception) through
     June 30, 2012 |  
|Revenues                                                 |  | $                                         | —          |  |  |                                                                                          | $ | —      |  
|                                                         |  |                                           |            |  |  |                                                                                          |   |        |  
|Total
    Revenues                                       |  |                                           | —          |  |  |                                                                                          |   | —      |  
|                                                         |  |                                           |            |  |  |                                                                                          |   |        |  
|General
    & Administrative Expenses                    |  |                                           |            |  |  |                                                                                          |   |        |  
|Organization
    and related expenses                    |  |                                           | —          |  |  |                                                                                          |   | 3,139  |  
|                                                         |  |                                           |            |  |  |                                                                                          |   |        |  
|Total
    General & Administrative expenses              |  |                                           | —          |  |  |                                                                                          |   | 3,139  |  
|                                                         |  |                                           |            |  |  |                                                                                          |   |        |  
|Net
    Loss                                             |  | $                                         | —          |  |  |                                                                                          | $ | (3,139 | )
|                                                         |  |                                           |            |  |  |                                                                                          |   |        |  
|Basic
    and Diluted Loss Per Share                     |  | $                                         | —          |  |  |                                                                                          |   |        |  
|                                                         |  |                                           |            |  |  |                                                                                          |   |        |  
|Weighted
    average number of common shares outstanding |  |                                           | 31,390,000 |  |  |                                                                                          |   |        |  
|                                                         |  |                                           |            |  |  |                                                                                          |   |        |  

See Accompanying Notes to Unaudited Financial Statements



-5-







Hyperion
Acquisition Corp.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS’
EQUITY (DEFICIT)

(UNAUDITED)

|                                                                         |  |                  |            |  |        |   |       |                                |  |   |                                                              |  |  |       |        |   |  |   |        |  
|------------------------------------------------------------------------ |  | ---------------- | ---------- |  | ------ | - | ----- | ------------------------------ |  | - | ------------------------------------------------------------ |  |  | ----- | ------ | - |  | - | ------ | -
|                                                                         |  | Common
    Stock |            |  | Amount |   |       | Additional
    Paid-In Capital |  |   | Deficit
    Accumulated
    During
    Development
    Stage |  |  | Total |       
|January
31, 2012 (Inception) — Shares issued for services rendered       |  |                  | 31,390,000 |  |        | $ | 3,139 |                                |  | $ | —                                                            |  |  | $     | —      |   |  | $ | 3,139  |  
|Net
    loss for the period from January 31, 2012 through March 31, 2012 |  |                  | —          |  |        |   | —     |                                |  |   | —                                                            |  |  |       | (3,139 | ) |  |   | (3,139 | )
|                                                                         |  |                  |            |  |        |   |       |                                |  |   |                                                              |  |  |       |        |   |  |   |        |  
|Balance,
    March 31, 2012                                              |  |                  | 31,390,000 |  |        |   | 3,139 |                                |  |   | —                                                            |  |  |       | (3,139 | ) |  |   | —      |  
|                                                                         |  |                  |            |  |        |   |       |                                |  |   |                                                              |  |  |       |        |   |  |   |        |  
|Net
    loss for the three months ended June 30, 2012                    |  |                  | —          |  |        |   | —     |                                |  |   | —                                                            |  |  |       | —      |   |  |   | —      |  
|Balance,
    June 30, 2012                                               |  |                  | 31,390,000 |  |        | $ | 3,139 |                                |  | $ | —                                                            |  |  | $     | (3,139 | ) |  | $ | —      |  



See Accompanying Notes to Unaudited Financial Statements





-6-









Hyperion
Acquisition Corp.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

(UNAUDITED)

|                                                                                             |  |                                                      |   |  |                                                                                         |   |        |  
|-------------------------------------------------------------------------------------------- |  | ---------------------------------------------------- | - |  | --------------------------------------------------------------------------------------- | - | ------ | -
|                                                                                             |  | For
    the Three Months
    Ended June 30,
    2012 |   |  | Period
    from January 31,
    2012 (Date of
    Inception) through
     June 30, 2012 |  
|CASH
    FLOWS FROM OPERATING ACTIVITIES                                                     |  |                                                      |   |  |                                                                                         |   |        |  
|Net
    loss                                                                                 |  | $                                                    | — |  |                                                                                         | $ | (3,139 | )
|Adjustment
    to reconcile net loss to net cash provided by (used in) operating activities: |  |                                                      |   |  |                                                                                         |   |        |  
|Common
    stock issued to Founder for services rendered                                     |  |                                                      | — |  |                                                                                         |   | 3,139  |  
|                                                                                             |  |                                                      |   |  |                                                                                         |   |        |  
|Net
    cash provided by (used in) operating activities                                      |  |                                                      | — |  |                                                                                         |   | —      |  
|CASH
    FLOWS FROM INVESTING ACTIVITIES                                                     |  |                                                      |   |  |                                                                                         |   |        |  
|Net
    cash provided by (used in ) investing activities                                     |  |                                                      | — |  |                                                                                         |   | —      |  
|CASH
    FLOWS FROM FINANCING ACTIVITIES                                                     |  |                                                      |   |  |                                                                                         |   |        |  
|Net
    cash provided by (used in) financing activities                                      |  |                                                      | — |  |                                                                                         |   | —      |  
|                                                                                             |  |                                                      |   |  |                                                                                         |   |        |  
|Net
    increase (decrease) in cash                                                          |  |                                                      | — |  |                                                                                         |   | —      |  
|Cash
    at beginning of period                                                              |  |                                                      | — |  |                                                                                         |   | —      |  
|                                                                                             |  |                                                      |   |  |                                                                                         |   |        |  
|Cash
    at the end of period                                                                |  | $                                                    | — |  |                                                                                         | $ | —      |  
|                                                                                             |  |                                                      |   |  |                                                                                         |   |        |  
|NONCASH
    INVESTING AND FINANCING ACTIVITIES:                                              |  |                                                      |   |  |                                                                                         |   |        |  
|Common
    stock issued to founder for services rendered                                     |  | $                                                    | — |  |                                                                                         | $ | 3,139  |  
|                                                                                             |  |                                                      |   |  |                                                                                         |   |        |  
|SUPPLEMENTAL
    DISCLOSURES OF CASH FLOW INFORMATION:                                       |  |                                                      |   |  |                                                                                         |   |        |  
|Interest
    paid                                                                            |  | $                                                    | — |  |                                                                                         | $ | —      |  
|                                                                                             |  |                                                      |   |  |                                                                                         |   |        |  
|Income
    taxes paid                                                                        |  | $                                                    | — |  |                                                                                         | $ | —      |  
|                                                                                             |  |                                                      |   |  |                                                                                         |   |        |  

See Accompanying Notes to Unaudited
Financial Statements



-7-











Hyperion
Acquisition Corp.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2012

(UNAUDITED)



NOTE 1—ORGANIZATION AND DESCRIPTION OF BUSINESS

Hyperion Acquisition Corp. (the “Company”),
a development stage company, was incorporated under the laws of the State of Delaware on January 31, 2012 and has been inactive
since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or
other business combination with a domestic or foreign business.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Basis of Presentation

The financial
statements have been prepared without audit pursuant to the rules and regulations of the United States Securities and
Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements.
The unaudited financial statements reflect all adjustments (consisting of normal, recurring adjustments) which are, in
the opinion of management, necessary for a fair presentation of the financial position and operating results for the
periods indicated. The financial statements herein should be read in conjunction with the financial statements and notes
thereto, together with “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” contained in the Registration Statement on Form 10 (the “Form 10”) for the period from
inception on January 31, 2012 to March 31, 2012 for Hyperion Acquisition Corp. (the “Company” or
“Hyperion”). The results of operations for the three month period ended June 30, 2012 are not necessarily
indicative of the results for the entire year ending December 31, 2012.

The Company is a development stage company, as defined
by GAAP. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal
operations have not commenced. All losses accumulated, since inception, have been considered as part of the Company’s development
stage activities.

Use of Estimates

The preparation of financial statements in conformity
with GAAP 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.

Cash Equivalents

The Company considers all highly liquid investments
with maturity of three months or less when purchased to be cash equivalents.



-8-







Income Taxes

The Company uses the asset and liability method of
accounting for income taxes in accordance with GAAP. Under this method, income tax expense is recognized for the amount of: (i)
taxes payable or refundable for the current period operating results; and, (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to
reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely
than not that some portion or all of the deferred tax assets will not be realized.

GAAP prescribes recognition threshold and measurement
attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. A tax benefit
from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not”
that the position is sustainable upon examination, based on its technical merits. In the event that an uncertain tax position exists
in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax
position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would then be
recorded if the Company determined that it is probable that a position would not be sustained upon examination or if payment would
have to be made to a taxing authority and the amount can reasonably be estimated.

Net Loss Per Share

Basic earnings (loss) per share is computed by dividing
net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per
share is computed by dividing net income by the weighted average number of shares of both common and potentially dilutive securities
outstanding for the period. The Company does not have any potentially dilutive securities; accordingly, basic and dilutive loss
per share are equal in the accompanying financial statements.



NOTE 3—GOING CONCERN

The accompanying financial statements are prepared
on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction
of liabilities in the normal course of business. The Company is considered a development stage company and has no current revenue
sources. The Company’s management plans to engage in very limited activities without incurring any liabilities that must
be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as
a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue
or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate
its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute
the interests of existing stockholders.

NOTE 4—STOCKHOLDER’S EQUITY

Upon formation, on January 31, 2012 (date of inception),
the Board of Directors issued 31,390,000 shares of common stock to the founding shareholder in exchange for incorporation fees
of $89, annual resident agent fees in the State of Delaware for $50, and developing the Company’s business concept and plan
valued at $3,000 to a total amount of $3,139. The capitalization of the Company consists of the following classes of capital stock
as of June 30, 2012 and March 31, 2012:



|* | Common stock,
    $0.0001 par value: 500,000,000 shares authorized; 31,390,000 shares issued and outstanding
|- | ------------------------------------------------------------------------------------------------------------



|* | Preferred
    stock, $0.0001 par value: 20,000,000 shares authorized; but not issued and outstanding.
|- | -----------------------------------------------------------------------------------------------------



-9-







|ITEM
    2 | MANAGEMENT’S
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|---------- | ------------------------------------------------------------------------------------------



PLAN OF OPERATION

The Company will attempt to locate and negotiate
with a business entity for the combination of that target company with the Company. The combination will normally take the form
of a merger, stock-for-stock exchange or stock-for-assets exchange (the “business combination”). In most instances,
the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be
successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific
kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation,
or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may
become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business
acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with
another corporation or entity.



It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part
of such securities immediately after the transaction is consummated or at specified times hereafter. If such registration occurs,
it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional securities and their potential sale into any trading market which
may develop in the Company’s securities may depress the market value of the Company’s securities in the future if such
a market develops, of which there is no assurance.

The Company will participate in a business combination
only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the
percentage of the Company, which the target company shareholders would acquire in exchange for their shareholdings. Although the
terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of
the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be
satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition
effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company’s
shareholders at such time.



-10-







OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that is material to investors.



|ITEM
    3 | QUANTITATIVE
        AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|---------- | ------------------------------------------------------------------

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide
the information required by this Item.



|ITEM
    4 | CONTROLS
    AND PROCEDURES
|---------- | ---------------------------



Evaluation of Disclosure Controls and Procedures



Our Principal Executive Officer and Principal
Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2012. Based on that
evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and
procedures as of the end of the period covered by this report were effective such that the information required to be
disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the
Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding
disclosure.



Changes in Internal Controls



There have been no significant changes to the
Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended June 30, 2012,
that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.





PART II-OTHER INFORMATION



|ITEM
    1 | LEGAL
        PROCEEDINGS
|---------- | -------------------------

There are no legal proceedings against the Company
and the Company is unaware of such proceedings contemplated against it.





|ITEM
                                1A | RISK FACTORS
|--------------------------------------- | ------------



As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide
the information required by this Item.



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

The Company did not sell any unregistered equity
securities during the three months ended June 30, 2012.

On January 31, 2012, 31,390,000 shares were
issued to William Tay for founder services rendered to us, valued at $3,139, pursuant to the terms and conditions set forth in
a certain stock purchase agreement. Such shares were issued pursuant to an
exemption from registration at Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. These shares
of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did
not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not
undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these shareholders
had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a
legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that
these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.”
Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities
Act of 1933 for this transaction.



|ITEM
    3 | DEFAULTS
    UPON SENIOR SECURITIES
|---------- | -----------------------------------

None



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|ITEM
    4 | MINE SAFETY DISCLOSURES
|---------- | -----------------------
|           |                        

Not applicable.



|ITEM
    5 | OTHER
    INFORMATION
|---------- | ---------------------
|           |                      

The Company's promoter,
William Tay, holds   31,390,000 shares of the Company's common stock, has received certain registration rights to sell
shares of common stock held by him in the public market. Such rights consist of demand and piggyback registration rights.
Demand registration obligates the Company to register up to the entire 31,390,000 shares of its common stock upon written
request from   Mr. Tay. Mr. Tay paid $.0001 per share for his shares of common stock. The Company shall not be obligated to
effect more than two demand registrations under the agreement. Piggy-back registration obligates the Company to include Mr.
Tay’s shares in any subsequent registration made by the Company under the Securities Act, subject to certain exclusions
specified in the agreement. Both demand and piggyback registration rights become effective immediately following the
consummation of a merger or acquisition. A subsequent sale of a large number of shares by the Company's promoters following a
demand or piggyback registration may have the effect of reducing the fair market value of the Company's common stock by
increasing the number of shares available in the open market. Copy of the Registration Rights Agreement is attached hereto as
an exhibit to this report on Form 10-Q.



|ITEM
    6 | EXHIBITS
|---------- | --------
|           |         



|(a) | Exhibits required by Item 601 of Regulation S-K.
|--- | ------------------------------------------------



|            |  |                                                                                                                                                                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                        
|3.1         |  | Certificate
    of Incorporation, as filed with the Delaware Secretary of State on January 31, 2012. (1)                                                                                                                                           
|            |  |                                                                                                                                                                                                                                                    
|3.2         |  | By-laws.
    (1)                                                                                                                                                                                                                                   
|            |  |                                                                                                                                                                                                                                                    
|4.1         |  | Registration
    Rights Agreement. (2)                                                                                                                                                                                                             
|            |  |                                                                                                                                                                                                                                                    
|31.1        |  | Certification
    of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002, with respect to the registrant’s report on Form 10-Q for the quarter ended June 30, 2012. (2)
|            | 
|32.1        |  | Certification
    of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)                                           
|            |  |                                                                                                                                                                                                                                                    
|101.INS     |  | XBRL
    Instance Document (3)                                                                                                                                                                                                                     
|            |  |                                                                                                                                                                                                                                                    
|101.SCH     |  | XBRL
    Taxonomy Extension Schema (3)                                                                                                                                                                                                             
|            |  |                                                                                                                                                                                                                                                    
|101.CAL     |  | XBRL
    Taxonomy Extension Calculation Linkbase (3)                                                                                                                                                                                               
|            |  |                                                                                                                                                                                                                                                    
|101.DEF     |  | XBRL
    Taxonomy Extension Definition Linkbase (3)                                                                                                                                                                                                
|            |  |                                                                                                                                                                                                                                                    
|101.LAB     |  | XBRL
    Taxonomy Extension Label Linkbase (3)                                                                                                                                                                                                     
|            |  |                                                                                                                                                                                                                                                    
|101.PRE     |  | XBRL
    Taxonomy Extension Presentation Linkbase (3)                                                                                                                                                                                              
|            | 

____________________

|(1) | Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on April 30, 2012, and incorporated
herein by this reference.                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed herewith.                                                                                                                                                                                                                                                                                                                                    
|(3) | Users of this data are advised that,
    pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement
    or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and
    otherwise are not subject to liability.









SIGNATURES

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



Hyperion Acquisition Corp.

(Registrant)



By: /s/ William Tay

William Tay, President, Secretary and

Principal Financial Officer

Dated: August 13, 2012



| |  | 
| |  | 



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