UNITED STATES
 SECURITIES AND EXCHANGE
COMMISSION
 Washington, D.C.
20549
 
 FORM 10-Q
 
 x
            QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the quarterly period
ended September30,
2008
 
 
  ̈
            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 Registrant as specified in its charter)
 
 Colorado
            -----(State
      or other jurisdiction of
            (I.R.S.
      employerincorporation
      or formation)
            identification
      number)
 
 195 Route
9 South, Suite 109
  (Address
of principal executive offices)
 
 Issuer’s
      telephone number:
            (732)
      333-3622Issuer’s
      facsimile number:
            (732)
      625-7985
 
 
 Copies
to:
 Hyperion Energy,
Inc.
 195 Route 9 South, Suite
109
 Manalapan, New Jersey
07726
 
 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 registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer.  See definition of
"accelerated filer" and large accelerated filer in Rulte 12b-2 of the Exchange
Act.  (Check one)
  Large Accelerated
      Filer - o
            Accelerated Filer -
      o
            Non-Accelerated
      Filer - o
            Smaller Reporting
      Company - x
  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 registrant's classes of common
equity, as of November 6, 2008: 1,390,000 shares of common
stock.
  
  HYPERION ENERGY,
INC.
 (A Development Stage
Enterprise)
 INDEX TO INTERIM AND UNAUDITED
FINANCIAL STATEMENTS
 September 30,
2008
 
 PageFinancial
      StatementsBalance
      Sheets
            3Statements
      of Operations
            4Statements
      of Changes in Stockholder's Equity
            5Statements
      of Cash Flows
            6Notes
      to Financial Statements
            7 -
      9
 
  2
  HYPERION ENERGY,
INC.
 (A Development Stage
Enterprise)
 BALANCE SHEETS
  
 
 September 30,
      2008
            
            
            December 31,
      2007(Unaudited)ASSETSTotal
      assets
            
            $
            -
            
            
            $
            -LIABILITIES AND
      STOCKHOLDER’S EQUITYTotal
      liabilities
            
            $
            -
            
            
            $
            -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
  3
  HYPERION ENERGY,
INC.
 (A Development Stage
Enterprise)
 INTERIM AND UNAUDITED STATEMENTS OF
OPERATIONS
 (Unaudited)
  December 29,
      2005(Inception)Three
      & Nine Months Ended
              
              
              ThroughSeptember 30,
      2008
              
              
              September 30,
      2007
              
              
              September 30,
      2008Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              -General
      and administrative expenses
              
              
              -
              
              
              
              -
              
              
              
              1,390Net
      income (loss)
              
              $
              
              
              
              $
              
              
              
              $
              (1,390
              )Basic
      and diluted net income per share
              
              $
              0.00
              
              
              $
              0.00Basic
      and diluted weighted average shares outstanding
              
              
              1,390,000
              
              
              
              1,390,000
 
 The
accompanying notes are an integral part of these financial
statements
  4
  HYPERION ENERGY,
INC.
 (A Development Stage
Enterprise)
 INTERIM AND UNAUDITED STATEMENTS OF
CHANGES IN STOCKHOLDER’S EQUITY
 For the period from December 29, 2005
(Inception) to September 30, 2008
 (Unaudited)
 
 
 AdditionalCommon
    Stock
            
            
            Paid-In
            
            
            DeficitShares
            
            
            Amount
            
            
            Capital
            
            
            Accumulated
            
            
            TotalBalances
      at December 29, 2005
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Shares
      issued for services
            
            
            1,390,000
            
            
            $
            1,390
            
            
            $
            -
            
            
            $
            -
            
            
            $
            1,390Net
      loss for the period from Inception through September 30,
      2008
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (1,390
            )
            
            $
            (1,390
            )Balances
      at September 30, 2008, December 31, 2007, 2006 and
    2005
            
            
            1,390,000
            
            
            $
            1,390
            
            
            $
            -
            
            
            $
            (1,390
            )
            
            $
            -
 
 
 The
accompanying notes are an integral part of these financial
statements
  5
  HYPERION ENERGY,
INC.
 (A Development Stage
Enterprise)
 INTERIM AND UNAUDITED STATEMENTS OF
CASH FLOWS
 (Unaudited)
 
 Period
      fromDecember
      29, 2005(Inception)Nine Months
      Ended
              
              
              ThroughSeptember 30,
      2008
              
              
              September 30,
      2007
              
              
              September 30,
      2008Cash
      Flows from Operating Activities:Net income
    (loss)
              
              $
              -
              
              
              $
              -
              
              
              $
              (1,390
              )Shares issued for
      services
              
              
              -
              
              
              
              -
              
              
              
              1,390Net
      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
      change in cash
              
              
              -
              
              
              
              -
              
              
              
              -Cash,
      beginning of period
              
              
              -
              
              
              
              -
              
              
              
              -Cash,
      end of period
              
              $
              -
              
              
              $
              -
              
              
              $
              -Non
      Cash Investing and Financing Activities:Common stock issued to founder
      for services
              
              $
              -
              
              
              $
              -
              
              
              $
              1,390Supplemental
      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
 
  6
  
 HYPERION
ENERGY, INC.
 (A
Development Stage Enterprise)
 NOTES
TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS
 September 30,
2008
 
 NOTE
1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of
Operations:
 
 Hyperion
Energy, Inc. (“the Company”) was incorporated under the laws of 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 (the “Asset
Purchase Agreement”) with AccountAbilities, Inc. (“Accountabilities”) based in
Manalapan, New Jersey, to purchase substantially all of the properties, rights
and assets used by AccountAbilities 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.
 
 In March
2008, Accountabilities filed a Form 10 registration statement with the
Securities and Exchange Commission, which later became effective.  As
a result of the successful filing and execution of the Form 10 filing, the
Company has requested the withdrawal of the Form S-4 Registration
Statement.  On May 16, 2008 the Company and Accountabilities agreed to
terminate the Asset Purchase Agreement between them.  At the same
time, the Company’s sole stockholder, agreed to transfer all of the outstanding
shares of the Company’s common stock to
Accountabilities.  Accountabilities had previously paid the Company’s
sole stockholder $12,500 to surrender his stock pursuant to the Asset Purchase
Agreement.  As a result, Accountabilities became the owner of 100% of
the Company’s outstanding common stock.
 
 No active
business operations have been contributed to or acquired by the Company in
connection with the change in control of the Company.  It is
anticipated that the Company will continue to attempt to locate and negotiate
with a business entity for the combination of that target company with the
Company.  It is anticipated that any such combination will 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 does not expect to restrict 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 state 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.
 
 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, 2008, the results of its operations for the three
and nine months ended September 30, 2008 and 2007, and from the date
of inception (December 29, 2005) through  September 30, 2008, and cash
flows for
the nine months ended September 30, 2008 and 2007, and from the date
of inception (December 29, 2005) through September 30,
2008.
 
 7
 
 
 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-KSB to the Securities and Exchange Commission
for the year ended December 31, 2007.
 
 The
results of operations and cash flows for the nine months
ended September 30, 2008 are not necessarily indicative of the results to
be expected for the full year’s operation.
 
 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
accompanying financial statements are prepared in accordance with accounting
principles generally accepted in the United States.
 
 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 effective December 29, 2005
(inception).
 
 Basic
earnings (loss) per share is computed by dividing the net earnings (loss) by the
weighted average number of common shares outstanding.  Diluted
earnings per share is based upon the weighted average number of common shares
and dilutive common stock equivalent shares outstanding during the
period.  The Company does not have any dilutive common stock
equivalent shares; therefore, diluted earnings per share is the same as basic
earnings per share.
 
 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.
 
 
 8
 
 NOTE 3 -
GOING CONCERN
 
 The
Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
that contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not established any source of
revenue to cover its operating costs. The Company will 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 -
SHAREHOLDER'S 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.  On May 16, 2008, as a result of the
termination of the Asset Purchase Agreement, the founding shareholder
surrendered his shares to Accountabilities, and Accountabilities became the
owner of 100% of the Company’s outstanding common stock.
 
 The
stockholders' equity section of the Company contains the following classes of
capital stock as of September 30, 2008:
 
 - 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.
 
 9
 Item
2. - Management's
Discussion and Analysis of Financial Condition 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 was to be a number of
shares of the Company’s common stock equal to the number of shares of
AccountAbilities, Inc. common stock outstanding at the time of
closing.  In addition, AccountAbilities, Inc. paid 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. were to
represent 100% of the Company’s outstanding common stock after the completion of
the Transactions.
 
 In March
2008, Accountabilities filed a Form 10 registration statement with the
Securities and Exchange Commission, which later became effective.  As
a result of the successful filing and execution of the Form 10 filing, the
Company has requested the withdrawal of the Form S-4 Registration
Statement.  On May 16, 2008 the Company and Accountabilities agreed to
terminate the Asset Purchase Agreement between them.  At the same
time, the Company’s sole stockholder, agreed to transfer all of the outstanding
shares of the Company’s common stock to
Accountabilities.  Accountabilities had previously paid the Company’s
sole stockholder $12,500 to surrender his stock pursuant to the Asset Purchase
Agreement.  As a result, Accountabilities became the owner of 100% of
the Company’s outstanding common stock.
 
 It is
anticipated that the Company will continue to attempt to locate and negotiate
with a business entity for the combination of that target company with the
Company.  It is anticipated that any such combination will 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 nine months ended September 30, 2008 or 2007.
 
 
 10
 
 Liquidity and Capital
Resources
 
 At September
30, 2008 and December 31, 2007, 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.
 
 It is
anticipated that the Company will continue to seek 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.
 
 Item
3. -  Quantitative and Qualitative
Disclosures About Market Risk.
  At September 30, 2008, the company had no capital
resources or operations and was not exposed to market risks.
  Item 4. - Controls and
Procedures
 (a)           Evaluation
of disclosure controls and procedures.
 
 Our
President 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 Officers have 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.
 
 
 11
 
 Item
2. - Unregistered
Sales of Equity Securities and Use of Proceeds.
 
 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 September 30, 2008, 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.
 
 3.1
            Certificate
      of Incorporation, as filed with the Colorado Secretary of State on
      December 29, 2005. (1)2.1
            Asset
      Purchase Agreement dated July 26, 2007 among the Company, Walter Reed and
      Accountabilities, inc. (2)3.2
            By-Laws
      (1)10.1
            Termination
      of Asset Purchase Agreement; Transfer of Hyperion Energy, Inc. Common
      Stock (3)31.1
            Certification
      of President pursuant to Section 302 of Sarbanes Oxley Act of
      200231.2
            Certification
      of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act
      of 200232.1
            Certification
      of President and Chief Financial Officer pursuant to Section 906 of
      Sarbanes Oxley Act of 2002
 
 (1) Filed
as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed
with the Securities and Exchange Commission on March 15, 2007, and incorporated
herein by this reference.
 
 (2) Filed
as an exhibit to the Company’s Report on Form 8-K as filed with the Securities
and Exchange Commission on July 26, 2007, and incorporated herein by this
reference.
 
 (3) Filed
as an exhibit to the Company’s Report on Form 10-QSB as filed with the
Securities and Exchange Commission on May 14, 2008, and incorporated herein by
this reference.
 
 
 12
 
 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, thereunto duly
authorized.
 
 Hyperion Energy,
      Inc.Date: 
      November 13, 2008
              By:
              /s/ Jeffrey
      J. RaymondName: 
      Jeffrey J. RaymondTitle:
      President
  By:
              /s/ Stephen
      DelVecchiaName: 
      Stephen DelVecchiaTitle: 
      Chief Financial Officer
   13