**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





x
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**





**For
      the quarterly period ended September 30, 2007**








 ̈
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**





For
      the
      transition period from





Commission
      File No. 000-52501





**Hyperion
      Energy, Inc.**


(Name
      of
      Small Business Issuer in its charter)





**Colorado**
            -----(State
                or other jurisdiction of
            (I.R.S.
                employerincorporation
                or formation)
            identification
                number)





**3755
      Avocado Blvd, #229, La Mesa, California  91941**


(Address
      of principal executive offices)





Issuer’s
                telephone number:
            (619)
                659-8297Issuer’s
                facsimile number:
            (619)
                399-5900





**No
      change**


(Former
      name, former address and former


fiscal
      year, if changed since last report)





Copies
      to:


**Hyperion
      Energy, Inc.**


**3755
      Avocado Blvd., #229**


**La
      Mesa, CA 91941**





Check
      whether the issuer (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 issuer 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 Company 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 September 30, 2007: 1,390,000 shares of common
      stock.





**HYPERION
      ENERGY, INC.**


**(A
      Development Stage Enterprise)**


**INDEX
      TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS**


**September
      30, 2007**


**(Unaudited)**





**Page**Financial
                StatementsBalance
                Sheet
            F-1Statements
                of Operations
            F-2Statements
                of Changes in Shareholders’
            F-3Statements
                of Cash Flows
            F-4Notes
                to Financial Statements
            F-5








**HYPERION
      ENERGY, INC.**


**(A
      Development Stage Enterprise)**


**BALANCE
      SHEET**


**SEPTEMBER
      30, 2007**








**March
                31, 2007**
            
            
            **December
                31, 2006****(Unaudited)**
            
            
            **(Audited)**ASSETSTotal
                assets
            
            $
            -
            
            
            $
            -LIABILITIES
                AND STOCKHOLDER’S EQUITYCommitment
                and contingencies
            
            $
            -
            
            
            $
            -Stockholder’s
                equity
            
            
            -
            
            
            
            -Preferred
                stock, $.001 par value,authorized
                20,000,000 shares,
                none issuedCommon
                stock, $.001 par value, authorized 100,000,000 shares1,390,000
                issued and
                outstanding
            
            
            1,390
            
            
            
            1,390Additional
                paid in capital
            
            
            -
            
            
            
            -Deficit
                accumulated during the development stage
            
            
            (1,390
            )
            
            
            1,390
            )Total
                stockholder’s equity
            
            
            -
            
            
            
            -Total
                liabilities and stockholder’s equity
            
            $
            -
            
            
            $
            -$
            -
            
            
            $
            -








The
      accompanying notes are an integral part of these financial
      statements


**F-1**


**HYPERION
      ENERGY, INC.**


**(A
      Development Stage Enterprise)**


**INTERIM
      AND UNAUDITED STATEMENTS OF OPERATIONS**


**(Unaudited)**




**For
                  the period****For
                  the nine**
              
              
              **For
                  the nine**
              
              
              **December
                  29, 2005****Months
                  ended**
              
              
              **Months
                  ended**
              
              
              **(Inception)****September
                  30,**
              
              
              **September
                  30,**
              
              
              **Through****2007
                  and 2006**
              
              
              **2007
                  and 2006**
              
              
              **September
                  30, 2007****Income**Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -Expenses
              
              
              -
              
              
              
              -
              
              
              
              -General
                  and Administrative
              
              
              -
              
              
              
              -
              
              
              
              1,390Total
                  Expenses
              
              
              -
              
              
              
              -
              
              
              
              (1,390
              )Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              (1,390
              )Net
                  loss per share (basic and diluted)
              
              
              
              
              
              
              
              
              
              
              -Weighted
                  average shares outstanding (basic and diluted)
              
              
              1,390,000
              
              
              
              1,390,000
              
              
              
              1,390,000





The
      accompanying notes are an integral part of these financial
      statements


**F-2**


**HYPERION
      ENERGY, INC.**


**(A
      Development Stage Enterprise)**


**STATEMENTS
      OF CHANGES IN STOCKHOLDER’S EQUITY**


**For
      the period from December 29, 2005 (Inception) through September 30,
      2007**


**(Unaudited)**








**Additional****Common
                Stock**
            
            
            **Paid-In**
            
            
            **Deficit****Shares**
            
            
            **Amount**
            
            
            **Capital**
            
            
            **Accumulated**
            
            
            **Total****Issuance
                of Common Stock**Balance
                December 29, 2005
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Shares
                issued in lieu of expensesDecember
                29,
                2005
            
            
            1,390,000
            
            
            $
            1,390
            
            
            $
            -
            
            
            $
            -
            
            
            $
            1,3902005
                Net Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (1,390
            )
            
            $
            (1,390
            )Balance
                at December 31, 2006and September
                30,
                2007
            
            
            1,390,000
            
            
            $
            1,390
            
            
            $
            -
            
            
            $
            (1,390
            )
            
            $
            -








The
      accompanying notes are an integral part of these financial
      statements


**F-3**


**HYPERION
      ENERGY, INC.**


**(A
      Development Stage Enterprise)**


**INTERIM
      AND UNAUDITED STATEMENTS OF CASH FLOWS**


**(Unaudited)**





**For
                the period****For
                the nine**
            
            
            **December
                29, 2005****months
                ended**
            
            
            **(inception)****September
                30,**
            
            
            **through****2007
                and 2006**
            
            
            **September
                30, 2007**Cash
                flows from operating activitiesNet
                loss
            
            $
            -
            
            
            $
            (1,390
            )Shares
                issued in lieu of expenses paid
            
            
            
            
            
            
            1,390Cash
                flows used in operating activities
            
            
            -
            
            
            
            -Net
                increase in cash
            
            
            -
            
            
            
            -Cash,
                beginning of period
            
            
            -
            
            
            
            -Cash,
                end of period
            
            $
            -
            
            
            $
            -SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:Cash
                paid during the period for:Interest
            
            
            -
            
            
            
            -Income
                taxes
            
            
            -
            
            
            
            -








The
      accompanying notes are an integral part of these financial
      statements





**F-4**


**HYPERION
      ENERGY, INC.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS**


**September
      30, 2007**





**NOTE
                1 -**
            **ORGANIZATION
                AND SIGNIFICANT ACCOUNTING
                POLICIES**





*Nature
      of Operations*





Hyperion
      Energy, Inc. (“the Company”) was incorporated in the State of Colorado on
      December 29, 2005 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. It is currently in its development stage.




On
        July
        26, 2007, the Company entered into an Asset Purchase Agreement with
        AccountAbilities, Inc., based in Manalapan, New Jersey, to purchase
        substantially all of the properties, rights and assets used by AccountAbilities,
        Inc. in conducting its business of providing (i) professional staffing services,
        primarily to CPA firms and (ii) information technology/scientific staffing
        services and workforce solutions to various businesses.
 
 The
        purchase price for the AccountAbilities, Inc. assets shall be a number of
        shares
        of the Company’s common stock which will be equal to the number of shares of
        AccountAbilities, Inc. common stock outstanding at the time of
        closing.  In addition, AccountAbilities, Inc. has agreed to pay the
        Company’s sole shareholder a total of $12,500 in exchange for his agreement to
        surrender all of his shares of the Company’s common stock for cancellation at
        the time of closing.  As a result of these transactions (the
“Transactions”), the shares of the Company’s common stock issued to
        AccountAbilities, Inc. will represent 100% of the Company’s outstanding common
        stock after the completion of the Transactions.
 
 The
        closing of the Transactions is scheduled to take place within five (5) days
        after the date when each of the conditions to closing set forth in the Purchase
        Agreement have been fulfilled (or waived by the party entitled to waive such
        condition), including, among others, the approval of the sale of assets by
        the
        stockholders of each of AccountAbilities, Inc., and the effectiveness of
        a
        Registration Statement on Form S-4 which will be filed with the Securities
        and
        Exchange Commission to register the shares being issued to AccountAbilities,
        Inc.
 
 The
        existing sole officer and director of the Company will resign upon the closing
        of the Transactions and a new management team and new Board of Directors
        consisting of individuals to be designated by AccountAbilities, Inc. will
        be
        appointed.
 *General*





The
        accompanying unaudited financial statements include all adjustments of a
        normal
        and recurring nature, which, in the opinion of Company’s management, are
        necessary to present fairly the Company’s financial position as of September 30,
        2007, the results of its operations for the three and nine months ended
        September 30, 2007 and 2006, and from the date of inception (December 29,
        2005)
        through September 30, 2007, and cash flows for the nine months ended September
        30, 2007 and 2006, and from the date of inception (December 29, 2005) through
        September 30, 2007.
 
 Certain
        information and footnote disclosures normally included in financial statements
        prepared in accordance with generally accepted accounting principles have
        been
        omitted pursuant to the rules and regulations of the Securities and Exchange
        Commission.  These condensed financial statements should be read in
        conjunction with the financial statements and related notes contained in
        the
        Company’s annual report on Form 10-K to the Securities and Exchange Commission
        for the year ended December 31, 2006
 
 The
        results of operations and cash flows for the three and nine months ended
        September 30, 2007 are not necessarily indicative of the results to be expected
        for the full year’s operation.




**F-5**




**NOTE
                2 -**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES**





*Basis
      of Presentation – Development Stage Company*





The
      Company has not earned any revenue from operations. Accordingly, the Company's
      activities have been accounted for as those of a "Development Stage Enterprise"
      as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS
      7").
      Among the disclosures required by SFAS 7 are that the Company's financial
      statements be identified as those of a development stage company, and that
      the
      statements of operations, stockholders' equity and cash flows disclose activity
      since the date of the Company's inception.


*Accounting
      Method*





The
      Company's financial statements are prepared using the accrual method of
      accounting. The Company has elected a fiscal year ending on December
      31.





*Basic
      Earnings (Loss) Per Share*





In
      February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
      specifies the computation, presentation and disclosure requirements for earnings
      (loss) per share for entities with publicly held common stock. SFAS No. 128
      supersedes the provisions of APB No. 15, and requires the presentation of basic
      earnings (loss) per share and diluted earnings (loss) per share. The Company
      has
      adopted the provisions of SFAS No. 128.





Basic
      net
      loss per share amounts is computed by dividing the net income by the weighted
      average number of common shares outstanding. Diluted earnings per share are
      the
      same as basic earnings per share due to the lack of dilutive items in the
      Company.





*Impact
      of New Accounting Standards*





The
      Company does not expect the adoption of recently issued accounting
      pronouncements to have a significant impact on the Company's results of
      operations, financial position, or cash flow.





**NOTE
                3 -**
            **GOING
                CONCERN**





The
      Company’s financial statements have been presented on the basis that it is a
      going concern in the development stage, which contemplates the realization
      of
      assets and the satisfaction of liabilities in the normal course of business.
      As
      of the date of these financial statements, the Company has made no efforts
      to
      identify a possible business combination.





The
      Company’s shareholder shall fund the Company’s activities while the Company
      takes steps to locate and negotiate with a business entity through acquisition,
      or merger with, an existing company; however, there can be no assurance these
      activities will be successful.





**NOTE
                4 -**
            **SHAREHOLDERS’
                EQUITY**





On
      December 29, 2005, the Board of Directors issued 1,390,000 shares of common
      stock for $1,390 in services to the founding shareholder of the Company to
      fund
      organizational start-up costs.





The
      stockholders' equity section of the Company contains the following classes
      of
      capital stock as of September 30, 2007:





·
            Common
                stock, $ 0.001 par value: 100,000,000 shares authorized; 1,390,000
                shares
                issued and outstanding;





·
            Preferred
                stock, $ 0.001 par value: 20,000,000 shares authorized; but not issued
                and
                outstanding.


**F-6**





**Item
                2 -**
            **Management’s
                Discussion and Analysis of Financial Conditions and Results of
                Operations**





On
        July
        26, 2007, the Company entered into an Asset Purchase Agreement with
        AccountAbilities, Inc., based in Manalapan, New Jersey, to purchase
        substantially all of the properties, rights and assets used by AccountAbilities,
        Inc. in conducting its business of providing (i) professional staffing services,
        primarily to CPA firms and (ii) information technology/scientific staffing
        services and workforce solutions to various businesses.
 
 The
        purchase price for the AccountAbilities, Inc. assets shall be a number of
        shares
        of the Company’s common stock which will be equal to the number of shares of
        AccountAbilities, Inc. common stock outstanding at the time of
        closing.  In addition, AccountAbilities, Inc. has agreed to pay the
        Company’s sole shareholder a total of $12,500 in exchange for his agreement to
        surrender all of his shares of the Company’s common stock for cancellation at
        the time of closing.  As a result of these transactions (the
“Transactions”), the shares of the Company’s common stock issued to
        AccountAbilities, Inc. will represent 100% of the Company’s outstanding common
        stock after the completion of the Transactions.
 
 The
        closing of the Transactions is scheduled to take place within five (5) days
        after the date when each of the conditions to closing set forth in the Purchase
        Agreement have been fulfilled (or waived by the party entitled to waive such
        condition), including, among others, the approval of the sale of assets by
        the
        stockholders of each of AccountAbilities, Inc., and the effectiveness of
        a
        Registration Statement on Form S-4 which will be filed with the Securities
        and
        Exchange Commission to register the shares being issued to AccountAbilities,
        Inc.
 
 The
        existing sole officer and director of the Company will resign upon the closing
        of the Transactions and a new management team and new Board of Directors
        consisting of individuals to be designated by AccountAbilities, Inc. will
        be
        appointed.
 
 If
        the
        Transactions are not completed, 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 thereafter. 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. However, if the Company cannot effect a non-cash acquisition,
        the
        Company may have to raise funds from a private offering of its securities
        under
        Rule 506 of Regulation D. There is no assurance the Company would obtain
        any
        such equity funding.
 
 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.
 
 Results
        of Operation
 
 The
        Company did not have any operating income nor any operating expenses for
        the
        three and nine months ended September 30, 2007 or 2006.
 
 Liquidity
        and Capital Resources
 
 At
        September 30, 2007 and 2006, the Company had no capital resources and will
        rely
        upon the issuance of common stock and additional capital contributions from
        shareholders to fund administrative expenses pending acquisition of an operating
        company.  The Company plans to proceed with the acquisition of
        Accountabilities Inc as described above an operate Accountabilities’
professional staffing and workforce solutions business as the Company’s sole
        line of business if the proposed Transactions are completed.  If the
        Transactions are completed, it is anticipated that revenues generated through
        the operation of the acquired business will be sufficient to support the
        Company’s operations for the forseeable future.  No assurance can be
        given that the Transactions will be completed.
 
 If
        the
        Transactions are not completed, management anticipates seeking out another
        target company through solicitation. Such solicitation may include newspaper
        or
        magazine advertisements, mailings and other distributions to law firms,
        accounting firms, investment bankers, financial advisors and similar persons,
        the use of one or more World Wide Web sites and similar methods. No estimate
        can
        be made as to the number of persons who will be contacted or solicited.
        Management may engage in such solicitation directly or may employ one or
        more
        other entities to conduct or assist in such solicitation. Management and
        its
        affiliates will pay referral fees to consultants and others who refer target
        businesses for mergers into public companies in which management and its
        affiliates have an interest. Payments are made if a business combination
        occurs,
        and may consist of cash or a portion of the stock in the Company retained
        by
        management and its affiliates, or both.
 
 The
        Company and or shareholders will supervise the search for target companies
        as
        potential candidates for a business combination. The Company and or shareholders
        may pay as their own expenses any costs incurred in supervising the search
        for a
        target company. The Company and or shareholders may enter into agreements
        with
        other consultants to assist in locating a target company and may share stock
        received by it or cash resulting from the sale of its securities with such
        other
        consultants.
  **F-7**




**Item
                3 -**
            **Controls
                and Procedures**





(a)  Evaluation
      of
      disclosure controls and procedures.





Our
      Chief
      Executive Officer and Chief Financial Officer (collectively the “Certifying
      Officers”) maintain a system of disclosure controls and procedures that is
      designed to provide reasonable assurance that information, which is required
      to
      be disclosed, is accumulated and communicated to management timely. Under the
      supervision and with the participation of management, the Certifying Officers
      evaluated the effectiveness of the design and operation of our disclosure
      controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
      Exchange Act) within 90 days prior to the filing date of this report. Based
      upon
      that evaluation, the Certifying Officers concluded that our disclosure controls
      and procedures are effective in timely alerting them to material information
      relative to our company required to be disclosed in our periodic filings with
      the SEC.





(b)  Changes
      in
      internal controls.





Our
      Certifying Officer has indicated that there were no significant changes in
      our
      internal controls or other factors that could significantly affect such controls
      subsequent to the date of his evaluation, and there were no such control actions
      with regard to significant deficiencies and material weaknesses.




**PART
                II -**
            **OTHER
                INFORMATION****Item
                1**
            **Legal
                Proceedings**.





The
      Company is currently not a party to any pending legal proceedings and no such
      action by or to the best of its knowledge, against the Company has been
      threatened.





**Item
                2**
            **Changes
                in Securities.**





None





**Item
                3**
            **Defaults
                Upon Senior Securities.**





None





**Item
                4**
            **Submission
                of Matters to a Vote of Security
                Holders.**





No
      matter
      was submitted during the quarter ending March 31, 2007, covered by this report
      to a vote of the Company's shareholders, through the solicitation of proxies
      or
      otherwise.





**Item
                5**
            **Other
                Information.**





None





**Item
                6**
            **Exhibits
                and Reports of Form 8-K.**





**(a)**                 **Exhibits**





*3.1
            Certificate
                of Incorporation as filed with the Colorado Secretary of State on
                December
                29, 2005**2.1
            Asset
              Purchase Agreement dated July 26, 2007 among the Company, Walter Reed
              and AccountAbilities, Inc.*3.2
            By-Laws31.1
            Certification
                pursuant to Section 302 of Sarbanes Oxley Act of 200232.1
            Certification
                pursuant to Section 906 of Sarbanes Oxley Act of
                2002





*  Filed
      as an
      exhibit to the Company’s Registration Statement on Form 10-SB, as filed with the
      Securities and Exchange Commission on March 24, 2007, and incorporated herein
      by
      this reference.




**  Filed
      as an
      exhibit to the Company’s Report on Form 8-K as filed with the Securities and
      Exchange Commission on April 26, 2007, and incorporated herein by this
      reference.





**(b)**                 Reports
      of Form 8-K





None


**F-8**


**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, there unto duly
      authorized.




**Hyperion
              Energy,
              Inc.**Date:  November
                15,
                2007
            By:
            /s/ Walter
              ReedName: 
Walter
              ReedTitle: 
              President




F-9