U.S. 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 June 30, 2009





[   ] 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


Manalapan, New Jersey 07726


(Address of principal executive offices)





Registrant’s telephone number: (732) 333-3622


Registrant’s facsimile number: (732) 625-7985








Copies to:


Hyperion Energy, Inc.


195 Route 9 South ,Suite 109


Manalapan, New Jersey 07726





Check whether the registrant has  (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. 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 Rule 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 July 28, 2009: 1,390,000 shares of common stock.











HYPERION ENERGY, INC.


(A Development Stage Enterprise)


INDEX TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS


June 30, 2009





PageFinancial StatementsBalance Sheets
3Statements of Operations
4Statements of Changes in Stockholder’s Equity
5Statements of Cash Flows
6Notes to Financial Statements
7 − 9











HYPERION ENERGY, INC.


(A Development Stage Enterprise)


BALANCE SHEETS








June 30, 2009
(unaudited)


December 31, 2008ASSETS:Total assets:

$
-


$
-LIABILITIES AND STOCKHOLDER'S EQUITY:Total liabilities:

$
-


$
-Stockholder's equity:Preferred stock, $.001 par value,  authorized 20,000,000 shares, none issuedCommon stock, $.001 par value,  authorized 100,000,000 shares,1,390,000 shares 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, 2005Three &

(Inception)Six Months Ended

ThroughJune 30, 2009

June 30, 2008

June 30, 2009Revenues

$
-


$
-


$
-General and administrative expenses


-



-



1,390Net income (loss)

$
-


$
-


$
(1,390
)Basic and diluted net income per share

$
0.00


$
0.00WBasic 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 June 30, 2009


(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 June 30, 2009













$
(1,390
)

$
(1,390
)Balances at June 30, 2009, December 31, 2008, 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)Six Months Ended


ThroughJune 30, 2009


June 30, 2008


June 30, 2009Cash 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


June 30, 2009





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 June 30, 2009, the results of its operations for the six months ended June 30, 2009 and 2008, and from the
date of inception (December 29, 2005) through June 30, 2009, and cash flows for the six months ended June 30, 2009 and 2008, and from the date of inception (December 29, 2005) through June 30, 2009.





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-K to the Securities and Exchange Commission for the year ended December 31, 2008.





The results of operations and cash flows for the six months ended June 30, 2009 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.





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 non-cash 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.


8


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 June 30, 2009:





-              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.


10


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 six months ended June 30, 2009 or 2008.





Liquidity and Capital Resources





At June 30, 2009 and December 31, 2008, 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 June 30, 2009, 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-15(e)/15d-15(e))] 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.


11


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 1A.   Risk Factors.





There has been no material changes with respect to the risk factors disclosed in our latest report on Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission.





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 June 30, 2009, 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:  August 12, 2009
By:
/s/ Jeffrey J. RaymondName:  Jeffrey J. RaymondTitle:  President




Date:  August 12, 2009
By:
/s/ Stephen DelVecchiaName:  Stephen DelVecchiaTitle:  Chief Financial Officer




13