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,
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
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 May 12, 2008: 1,390,000 shares of common stock.





HYPERION ENERGY,
INC.


(A Development Stage
Enterprise)


INDEX TO INTERIM AND UNAUDITED
FINANCIAL STATEMENTS


March 31, 2008


(Unaudited)





PageFinancial
      StatementsBalance
      Sheets
            1Statements
      of Operations
            2Statements
      of Changes in Stockholder's Equity
            3Statements
      of Cash Flows
            4Notes
      to Financial Statements
            5 -
      6








HYPERION ENERGY,
INC.


(A Development Stage
Enterprise)


BALANCE SHEETS










March 31,
      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


1


HYPERION ENERGY,
INC.


(A Development Stage
Enterprise)


INTERIM AND UNAUDITED STATEMENTS OF
OPERATIONS


(Unaudited)




December 29,
      2005(Inception)Three
      Months Ended
              
              
              ThroughMarch 31,
      2008
              
              
              March 31,
      2007
              
              
              March 31,
      2008Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -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


2


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 March 31, 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 March 31, 2008
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (1,390
            )
            
            $
            (1,390
            )Balances
      at March 31, 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


3


HYPERION ENERGY,
INC.


(A Development Stage
Enterprise)


INTERIM AND UNAUDITED STATEMENTS OF
CASH FLOWS


(Unaudited)





Period
      fromDecember
      29, 2005(Inception)Three
      Months Ended
              
              
              ThroughMarch
      31, 2008
              
              
              March
      31, 2007
              
              
              March
      31, 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





4


HYPERION ENERGY,
INC.


(A Development Stage
Enterprise)


NOTES TO INTERIM AND UNAUDITED
FINANCIAL STATEMENTS


March 31, 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.




Asset
Purchase Agreement with AccountAbilities, Inc.




On July
26, 2007, the Company entered into an Asset Purchase Agreement with
AccountAbilities, Inc., (the "Asset Purchase Agreement") 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 March
31, 2008, the results of its operations for the three months
ended March 31, 2008 and 2007, and from the date of inception (December 29,
2005) through March 31, 2008, and cash flows for the three months
ended March 31, 2008 and 2007, and from the date of inception (December 29,
2005) through March 31, 2008.
 
 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 three months ended March 31,
2008 are not necessarily indicative of the results to be expected for the
full year’s operation.




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 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 amounts 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 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 -
            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, 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.




NOTE
5 – SUBSEQUENT EVENT
 
 In March,
2008, Accountabilities, Inc. 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, Hyperion
has requested the withdrawal of the Form S-4  registration statement
and the plan to reverse merge has been terminated.  On May 7, 2008,
the Company, its sole shareholder and Accountabilities, Inc. terminated
the Asset Purchase Agreement and executed a Transfer of Hyperion Energy,
Inc. Common Stock to Accountabilities, Inc. effective on May 16,
2008.


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 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 May
2008, the Company and Accountabilities, Inc. agreed to terminate the Asset
Purchase Agreement and the Company’s sole shareholder agreed to transfer all of
the outstanding shares of the Company’s common stock to Accountabilities, Inc.,
effective May 16, 2008.
 
 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
three months ended March 31, 2008 or 2007.
 
 Liquidity and Capital
Resources
  At March
31, 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.
 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
      INFORMATIONItem 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
            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 March 31, 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**2.1
            Asset
      Purchase Agreement dated July 26, 2007 among the Company, Walter Reed
      and AccountAbilities, Inc.*3.2
            By-Laws10.1
            Termination
      of Asset Purchase Agreement; Transfer of Hyperion Energy, Inc. Common
      Stock31.1
            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 15, 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 July 26, 2007, and incorporated herein by this
reference.




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:  May 14,
      2008
            By:
            /s/ Walter
      ReedName:  Walter
      ReedTitle: 
      President




9