**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 March 31, 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 March 31, 2007: 1,390,000 shares of common stock.





**HYPERION
      ENERGY, INC.**


**(A
      Development Stage Enterprise)**


**INDEX
      TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS**


**March
      31, 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**


**MARCH
      31, 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 three**
            
            
            **December
                29, 2005****Months
                ended**
            
            
            **(inception)****March
                31, 2007**
            
            
            **Through****And
                2006**
            
            
            **March
                31, 2007**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





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 March 31,
      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 servicesDecember
                29,
                2005
            
            
            1,390,000
            
            
            $
            1,390
            
            
            $
            -
            
            
            $
            -
            
            
            $
            1,3902005
                Net Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (1,390
            )
            
            $
            (1,390
            )Balance
                at December 31, 2006 (audited)and
                March 31, 2007
                (unaudited)
            
            
            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 three**
            
            
            **December
                29, 2005****months
                ended**
            
            
            **(inception)****March
                31, 2007**
            
            
            **Through****and
                2006**
            
            
            **March
                31, 2007**Cash
                flows from operating activitiesNet
                loss
            
            $
            -
            
            
            $
            (1,390
            )Shares
                issued in lieu of services
            
            
            
            
            
            
            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**


**March
      31, 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.





As
      a
      blank check company, the Company’s business is to pursue a business combination
      through acquisition, or merger with, an existing company. As of the date of
      the
      financial statements, the Company has made no efforts to identify a possible
      business combination.  The company has subsequently entered into an
      asset purchase agreement which is referenced in Note 5.





Since
      inception, the Company has been engaged in organizational efforts.





*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 March 31,
      2007, the results of its operations for the three months ended March 31, 2007,
      and from the date of inception (December 29, 2005) through March 31, 2007,
      and
      cash flows for the three months ended March 31, 2007, and from the date of
      inception (December 29, 2005) through March 31, 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.





The
      results of operations and cash flows for the three months ended March 31, 2007
      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.


**F
          -5**


*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 March 31, 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**





**NOTE
                5 -**
            **SUBSEQUENT
                EVENT**





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.





**F
          -7**





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





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 which
      are more fully described in the 8-K filing.





Results
      of Operation





The
      Company did not have any operating income nor any costs incurred for the three
      months ended March 31, 2007 or 2006.


**F
          -8**


Liquidity
      and Capital Resources





At
      March
      31, 2007 and 2006, three months ended, 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.





Management
      anticipates seeking out a 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 -**
            **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.





**F
          -9**





**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*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.





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





None


**F
          -10**


**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: 
                August 24, 2007
            By:
            /s/ Walter
              ReedName: 
Walter
              ReedTitle: 
              President




F-11