U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Form
10-K
 
 
 x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d)
 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 For the
fiscal year ended December 31, 2008
 
 r TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d)
 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 For the
transition period from ______________ to ______________
 
 Commission File Number000-52501
   
 Hyperion
Energy, Inc.
 (Exact
name of registrant as specified in its charter)
    Colorado(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)195
      Route 9 South, Suite 109Manalapan,
      New Jersey
            07726(Address
      of principal executive offices)
            (zip
      code)
  Registrant’s
      telephone number, including area code:
              732-333-3622
 
  Securities
registered under Section 12(b) of the Exchange Act:
 
 None.
 
 Securities
registered under Section 12(g) of the Exchange Act:
 
 Common Stock, $0.001 par
value per share
 (Title of
Class)
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes rNo x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes rNo x
  
  Indicate
by check mark 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
r.
 
 Indicate
by check mark if  disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. r
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
 
 Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            Smaller
      Reporting Company ý
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No r.
 
 As of
December 31, 2008, there were 1,390,000 shares of common stock, par value $.001
per share, outstanding, none of which were held by non-affiliates.
 
 
 
 FORWARD-LOOKING
STATEMENTS
 
 Certain
statements made in this Annual Report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Hyperion Energy,
Inc. (the “Company”) to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. The Company's plans
and objectives are based, in part, on assumptions involving the continued
expansion of business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein particularly in view of the current state of our operations, the
inclusion of such information should not be regarded as a statement by us or any
other person that our objectives and plans will be achieved. Factors that could
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, but are not limited to, the factors set
forth herein under the headings “Business” and “Risk Factors”. We undertake no
obligation to revise or update publicly any forward-looking statements for any
reason.
  
  Hyperion Energy, Inc.
 Form
10-K
 
 Table
of Contents
 
 
 
 Part
      IItem
      1
            Business
            1Item
      1A
            Risk
      Factors
            2Item
      1B
            Unresolved
      Staff Comments
            7Item
      2
            Properties
            8Item
      3
            Legal
      Proceedings
            8Item
      4
            Submission
      of Matters to a Vote of Security Holders
            8
 
 Part
      IIItem
      5
            Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities
            8Item
      6
            Selected
      Financial Data
            9Item
      7
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            9Item
      7A
            Quantitative
      and Qualitative Disclosure about Market Risk
            10Item
      8
            Financial
      Statements and Supplementary Data
            11Item
      9
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            20Item
      9A
            Controls
      and Procedures
            20
 
 Part
      IIIItem
      10
            Directors,
      Executive Officers and Corporate Governance
            21Item
      11
            Executive
      Compensation
            22Item
      12
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            22Item
      13
            Certain
      Relationships and Related Transactions and Director
      Independence
            23Item
      14
            Principal
      Accounting Fees and Services
            23
 
 Part
      IVItem
      15
            Exhibits,
      Financial Statement Schedules
            23
 
   
  PART
I
 
 Item 1.
            Business.
 
 Introduction
 
 Hyperion
Energy, Inc. ("we", "us", "our", the "Company" or the "Registrant") was
incorporated in the State of Colorado on December 29, 2005, and maintains its
principal executive offices at 195 Route 9 South, Suite 109, Manalapan, New
Jersey, 07726.
 
 Since
inception, the Company has been engaged in organizational efforts and obtaining
initial financing. The Company was formed as a vehicle to pursue a business
combination through the acquisition of, or merger with, an operating business.
The Company filed a registration statement on Form 10-SB with the U.S.
Securities and Exchange Commission (the “SEC”) on March 15, 2007, and since its
effectiveness, the Company has focused its efforts to identify a possible
business combination.
 
 The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and that has no specific business
plan or purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other than
cash) and no or nominal operations. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
 
 The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. 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.
 
 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 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.
   1
  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.
 
 Competition
 
 The
Company faces vast competition from other shell companies with the same
objectives. The Company is in a highly competitive market for a small number of
business opportunities which could reduce the likelihood of consummating a
successful business combination. A large number of established and well-financed
entities, including small public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
 
 Employees
 
 We have
no employees other than our two officers who devote only a limited amount of
time to our business.
 
 Item
1A.  Risk
Factors
 
 You
should carefully review and consider the following risks as well as all other
information contained in this Annual Report on Form 10-K, including our
financial statements and the notes to those statements. The following risks and
uncertainties are not the only ones facing us. Additional risks and
uncertainties of which we are currently unaware or which we believe are not
material also could materially adversely affect our business, financial
condition, results of operations, or cash flows. To the extent any of the
information contained in this annual report constitutes forward-looking
information, the risk factors set forth below are cautionary statements
identifying important factors that could cause our actual results
for various financial reporting periods to differ materially from those
expressed in any forward-looking statements made by or on our behalf and could
materially adversely effect our financial condition, results of operations or
cash flows.
  We
have a limited operating history.
 
 We have a
limited operating history and no revenues or earnings from operations since
inception. We have no significant assets or financial resources. We will, in all
likelihood, sustain operating expenses without corresponding revenues, at least
until the consummation of a merger or other business combination with a private
company. This may result in our incurring a net operating loss that will
increase unless we consummate a business combination with a profitable business.
We cannot assure you that we can identify a suitable business opportunity and
consummate a business combination, or that any such business will be profitable
at the time of its acquisition by us or ever.
  2
  We
have incurred and may continue to incur losses.
 
 Since
December 29, 2005 (inception) through December 31, 2008, we have accumulated a
deficit of ($1,390). We expect that we will incur losses at least until we
complete a merger or other business combination with an operating business and
perhaps after such a combination as well. There can be no assurance that we will
complete a merger or other business combination with an operating business or
that we will ever be profitable.
 
 We
face a number of risks associated with potential acquisitions.
 
 We intend
to use reasonable efforts to complete a merger or other business combination
with an operating business. Such combination will be accompanied by risks
commonly encountered in acquisitions, including, but not limited to,
difficulties in integrating the operations, technologies, products and personnel
of the acquired companies and insufficient revenues to offset increased expenses
associated with acquisitions. Failure to manage and successfully integrate
acquisitions we make could harm our business, our strategy and our operating
results in a material way.
 
 There
is competition for those private companies suitable for a merger transaction of
the type contemplated by management.
 
 The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are, and will continue to be, an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
 
 Future
success is highly dependent on the ability of management to locate and attract a
suitable acquisition.
 
 The
nature of our operations is highly speculative, and there is a consequent risk
of loss of your investment. The success of our plan of operation will depend to
a great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.
 
 Management
intends to devote only a limited amount of time to seeking a target company
which may adversely impact our ability to identify a suitable acquisition
candidate.
  While
seeking a business combination, management anticipates devoting very limited
time to the Company's affairs. Our officers have not entered into written
employment agreements with us and are not expected to do so in the foreseeable
future. This limited commitment may adversely impact our ability to identify and
consummate a successful business combination.
 
  3
  There
can be no assurance that the Company will successfully consummate a business
combination.
 
 We can
give no assurances that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms.
 
 The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.
 
 Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
 
 The
Company may be subject to further government regulation which would adversely
affect our operations.
 
 Although
we are subject to the reporting requirements under the Exchange Act, management
believes we are not subject to regulation under the Investment Company Act of
1940, as amended (the “Investment Company Act”), since we are not engaged in the
business of investing or trading in securities. If we engage in business
combinations which result in our holding passive investment interests in a
number of entities, we could be subject to regulation under the Investment
Company Act. If so, we would be required to register as an investment company
and could be expected to incur significant registration and compliance costs. We
have obtained no formal determination from the SEC as to our status under the
Investment Company Act and, consequently, violation of the Investment Company
Act could subject us to material adverse consequences.
 
 Any
potential acquisition or merger with a foreign company may subject us to
additional risks.
 
 If we
enter into a business combination with a foreign company, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.
 
 The
Company may be subject to certain tax consequences in our business, which may
increase our cost of doing business.
 
 We may
not be able to structure our acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.
 
  4
  Our
business will have no revenue unless and until we merge with or acquire an
operating business.
 
 We are a
development stage company and have had no revenue from operations. We do not
expect to realize any revenue unless and until we successfully merge with or
acquire an operating business.
 
 Because
we may seek to complete a business combination through a “reverse merger”,
following such a transaction we may not be able to attract the attention of
major brokerage firms.
 
 Additional
risks may exist since we expect to assist a privately held business to become
public through a “reverse merger.” Securities analysts of major brokerage firms
may not provide coverage of our Company since there is no incentive to brokerage
firms to recommend the purchase of common stock, par value $0.001 per share (the
“Common Stock”). No assurance can be given that brokerage firms will want to
conduct any secondary offerings on behalf of our post-merger company in the
future.
 
 We
cannot assure you that following a business combination with an operating
business, our Common Stock will be listed on NASDAQ or any other securities
exchange.
  Following
a business combination, we may seek the listing of Common Stock on NASDAQ or the
American Stock Exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of Common Stock on either of those or any other stock exchange. After completing
a business combination, until the Common Stock is listed on the NASDAQ or
another stock exchange, we expect that the Common Stock would be eligible to
trade on the OTC Bulletin Board, another over-the-counter quotation system, or
on the “pink sheets,” where our stockholders may find it more difficult to
dispose of shares or obtain accurate quotations as to the market value of the
Common Stock. In addition, we would be subject to an SEC rule that, if it failed
to meet the criteria set forth in such rule, imposes various practice
requirements on broker-dealers who sell securities governed by the rule to
persons other than established customers and accredited investors. Consequently,
such rule may deter broker-dealers from recommending or selling the Common
Stock, which may further affect its liquidity. This would also make it more
difficult for us to raise additional capital following a business
combination.
  Our
sole stockholder may have a minority interest in the Company following a merger
or other business combination with an operating business.
 
 If we
consummate a merger or business combination with a company with a value in
excess of the value of our Company and issue shares of Common Stock to the
stockholders of such company as consideration for merging with us, our sole
stockholder would own less than 50% of the Company after the business
combination. The stockholders of the acquired company would therefore be able to
control the election of our Board of Directors and control our
Company.
 
 There
is currently no trading market for our Common Stock, and liquidity of shares of
our Common Stock is limited.
 
 Shares of
our Common Stock are not registered under the securities laws of any state or
other jurisdiction, and accordingly there is no public trading market for the
Common Stock. Further, no public trading market is expected to develop in the
foreseeable future unless and until the Company completes a business combination
with an operating business and the Company thereafter files a registration
statement under the Securities Act of 1933, as amended (the “Securities Act”).
Therefore, outstanding shares of Common Stock cannot be offered, sold, pledged
or otherwise transferred unless subsequently registered pursuant to, or exempt
from registration under, the Securities Act and any other applicable federal or
state securities laws or regulations. If we acquire or combine with an operating
company, shares of Common Stock will not be eligible for sale under
the exemptions from registration provided by Rule 144 under or Section 4(1) of
the Securities Act (“Rule 144”) until one year after certain information
pertaining to the operating company is filed with the Securities and Exchange
Commission.
 5
  Compliance
with the criteria for securing exemptions under federal securities laws and the
securities laws of the various states is extremely complex, especially in
respect of those exemptions affording flexibility and the elimination of trading
restrictions in respect of securities received in exempt transactions and
subsequently disposed of without registration under the Securities Act or state
securities laws.
 
 There
are issues impacting liquidity of our securities with respect to the SEC’s
review of a future resale registration statement.
 
 Since
shares of our Common Stock issued prior to a business combination or reverse
merger cannot currently, nor will they for a considerable period of time after
we complete a business combination, be available to be offered, sold, pledged or
otherwise transferred without being registered pursuant to the Securities Act,
we will likely file a resale registration statement on Form S-1, or some
other available form, to register for resale such shares of Common Stock. We
cannot control this future registration process in all respects as some matters
are outside our control. Even if we are successful in causing the effectiveness
of the resale registration statement, there can be no assurances that the
occurrence of subsequent events may not preclude our ability to maintain the
effectiveness of the registration statement. Any of the foregoing items could
have adverse effects on the liquidity of our shares of Common
Stock.
 
 In
addition, the SEC has disclosed that it has developed internal informal
guidelines concerning the use of a resale registration statement to register the
securities issued to certain investors in private investment in public equity
(PIPE) transactions, where the issuer has a market capitalization of less than
$75 million and, in general, does not qualify to file a Registration Statement
on Form S-3 to register its securities. The SEC has taken the position that
these smaller issuers may not be able to rely on Rule 415 under the Securities
Act (“Rule 415”), which generally permits the offer and sale of securities on a
continued or delayed basis over a period of time, but instead would require that
the issuer offer and sell such securities in a direct or "primary" public
offering, at a fixed price, if the facts and circumstances are such that the SEC
believes the investors seeking to have their shares registered are underwriters
and/or affiliates of the issuer. It appears that the SEC in most cases will
permit a registration for resale of up to one third of the total number of
shares of common stock then currently owned by persons who are not affiliates of
such issuer and, in some cases, a larger percentage depending on the facts and
circumstances. Staff members also have indicated that an issuer in most cases
will have to wait until the later of six months after effectiveness of the first
registration or such time as substantially all securities registered in the
first registration are sold before filing a subsequent registration on behalf of
the same investors. Since, following a reverse merger or business combination,
we may have little or no tradable shares of Common Stock, it is unclear as to
how many, if any, shares of Common Stock the SEC will permit us to register for
resale, but SEC staff members have indicated a willingness to consider a higher
percentage in connection with registrations following reverse mergers with shell
companies such as the Company. The SEC may require as a condition to the
declaration of effectiveness of a resale registration statement that we reduce
or “cut back” the number of shares of common stock to be registered in such
registration statement. The result of the foregoing is that a stockholder’s
liquidity in Common Stock may be adversely affected in the event the SEC
requires a cut back of the securities as a condition to allow the Company to
rely on Rule 415 with respect to a resale registration statement, or, if the SEC
requires us to file a primary registration statement.
 
 We
have never paid dividends on our Common Stock.
 
 We have
never paid dividends on our Common Stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy.
  6
  The
Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.
 
 Our
Certificate of Incorporation authorizes the issuance of a maximum of 100,000,000
shares of Common Stock and a maximum of 20,000,000 shares of preferred stock,
par value $.001 per share (the “Preferred Stock”). Any merger or acquisition
effected by us may result in the issuance of additional securities without
stockholder approval and the substantial dilution in the percentage of Common
Stock held by our then existing stockholders. Moreover, the Common Stock issued
in any such merger or acquisition transaction may be valued on an arbitrary or
non-arm’s-length basis by our management, resulting in an additional reduction
in the percentage of Common Stock held by our current stockholder. Our Board of
Directors has the power to issue any or all of such authorized but unissued
shares without stockholder approval. To the extent that additional shares of
Common Stock or Preferred Stock are issued in connection with a business
combination or otherwise, dilution to the interests of our stockholder will
occur and the rights of the holder of Common Stock might be materially and
adversely affected.
 
 Our
sole stockholder may engage in a transaction to cause the Company to repurchase
its shares of Common Stock.
  In order
to provide an interest in the Company to a third party, our sole stockholder may
choose to cause the Company to sell Company securities to third parties, with
the proceeds of such sale being utilized by the Company to repurchase its
shares of Common Stock. As a result of such transaction, our management,
stockholder(s) and Board of Directors may change.
 
 Our
Board of Directors has the power to issue shares of Preferred Stock with certain
rights without stockholder approval.
 
 Our
Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares
of Preferred Stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue shares of Preferred Stock with
dividend, liquidation, conversion, voting, or other rights which could adversely
affect the voting power or other rights of the holders of the Common Stock. In
the event of issuance, the Preferred Stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of our authorized Preferred Stock, there can be no assurance that we will
not do so in the future.
 
 Control
by Accountabilities, Inc.
 
 Our sole
stockholder is Accountabilities, Inc., who’s Chief Executive Officer and Chief
Financial Officer are our sole officers. Accountabilities, Inc. currently owns
all of the issued and outstanding capital stock of the Company. Consequently,
this stockholder controls the operations of the Company and will have the
ability to control all matters submitted to stockholders for approval,
including:
 
 
            Election
      of the board of directors;
            Removal
      of any directors;
            Amendment
      of the Company’s certificate of incorporation or bylaws;
    and
            Adoption
      of measures that could delay or prevent a change in control or impede a
      merger, takeover or other business
combination.
 
 This
stockholder will thus have complete control over our management and affairs.
Accordingly, this ownership may have the effect of impeding a merger,
consolidation, takeover or other business consolidation, or discouraging a
potential acquirer from making a tender offer for our common stock.
 
 Item
      1B.
            Unresolved
      Staff Comments
 
 None.
  7
  
 Item
      2.
            Properties
 
 The
Company neither rents nor owns any properties. The Company utilizes the office
space and equipment of Accountabilities, Inc. at no cost. Management estimates
such amounts to be immaterial. The Company currently has no policy with respect
to investments or interests in real estate, real estate mortgages or securities
of, or interests in, persons primarily engaged in real estate
activities.
 
 Item
      3.
            Legal
      Proceedings.
 
 Presently,
there are not any material pending legal proceedings to which the Company is a
party or as to which any of its property is subject, and no such proceedings are
known to the Company to be threatened or contemplated against it.
 
 Item
      4.
            Submission
      of Matters to a Vote of Security
Holders.
 
 None.
 
 PART
II
 
 Item
      5.
            Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities.
 
 Common
Stock
 
 Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of Common Stock. Our Common Stock is not listed on a publicly-traded market. As
of December 31, 2008, there was one holder of record of our Common
Stock.
 
 Preferred
Stock
 
 Our
Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares
of Preferred Stock. The Company has not yet issued any of the Preferred
Stock.
 
 Dividend
Policy
 
 The
Company has not declared or paid any cash dividends on Common Stock and does not
intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.
 
 Securities
Authorized for Issuance Under Equity Compensation Plans
 
 None.
 
 Recent
Sales of Unregistered Securities
 
 The
Company did not sell any equity securities that were not registered under the
Securities Act during the period covered by this Annual Report.
 
 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.
    8
 
 Item
      6
            Selected
      Financial Data
 
 Not
Applicable
 
 Item
      7.
            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.
  9
  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
years ended December 31, 2008 or 2007.
 
 Liquidity and Capital
Resources
 
 At
December 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.
 
 Item
      7A.
            Quantitative
      and Qualitative Disclosure about Market
Risk
 
 For the
period from inception to December 31, 2008, the Company had no capital resources
or operations and was not exposed to market risks.
  10
  Item
8. Financial Statements.
 
 HYPERION
ENERGY, INC.
 (A
Development Stage Company)
 December
31, 2008
 
 - TABLE
OF CONTENTS -
 
 Page(s)Financial
      Statements:Report
      of Independent Registered Public Accounting Firm
            12Balance
      Sheets as of December 31, 2008 and 2007
            13StStatements
      of Operations for the Years Ended December 31, 2008 and 2007 and the
      Period from December 29, 2005 (Inception) through December 31,
      2008
            14StStatements
      of Changes in Stockholder’s Equity for the Years Ended December 31, 2008
      and 2007 and the Period from December 29, 2005 (Inception) through
      December 31, 2008
            15StStatements
      of Cash Flows for the Years Ended December 31, 2008 and 2007 and the
      Period from December 29, 2005 (Inception) through December 31,
      2008
            16Notes
      to Financial Statements
            17-19
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  11
  ROTENBERG & CO. LLP
 Certified Public
Accountants
 1870 Winton Road
South
 Rochester, NY
14618
 www.rotenbergllp.com
 585.295.2400
 585.295.2150
(fax)
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 
 To
the Board of Directors and Stockholder of
 Hyperion
Energy, Inc.
   We
have audited the accompanying balance sheets of Hyperion Energy, Inc. as of
December 31, 2008 and 2007, and the related statements of operations, changes in
stockholder’s equity, and cash flows for each of the years in the two-year
period ended December 31, 2008 and for the period from the date of inception
(December 29, 2005) throughDecember
31, 2008.
Hyperion Energy, Inc.’s management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial
statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
  In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Hyperion Energy, Inc. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for each of the years in the two-year period ended December 31, 2008 and for the
period from the date of inception (December 29, 2005) through December 31, 2008
in conformity with accounting principles generally accepted in the United States
of America.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company’s accumulated deficit and absence of revenue generating
activities raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
    /s/
Rotenberg & Co., LLP
  Rochester,
New York
 March
31, 2009
 12
  Hyperion
Energy, Inc.
 (A
Development Stage Company)
 Balance
Sheets
 
 
 December
      31, 2008
            
            
            December
      31, 2007ASSETS: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,
      1,390,000issued
      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.
   13
  Hyperion
Energy, Inc.
 (A
Development Stage Company)
 Statements
of Operations
 
  December
      29, 2005(Inception)Year
      Ended
            
            ThroughDecember
      31, 2008
            
            December
      31, 2007
            
            December
      31, 2008Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -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.
  
 
  14
  Hyperion
Energy, Inc.
 (A
Development Stage Company)
 Statements
of Changes in Stockholder’s Equity
 For
the Period December 29, 2005 (Inception) through December 31, 2008
 
 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 December 31,
    2008
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              (1,390
              )
              
              $
              (1,390
              )Balances
      at 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.
 
  
  15
  Hyperion
Energy, Inc.
 (A
Development Stage Company)
 Statements
of Cash Flows
 
  Period
      fromDecember
      29, 2005(Inception)Year
      Ended
            
            
            ThroughDecember
      31, 2008
            
            
            December
      31, 2007
            
            
            December
      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.
 
  16
  Hyperion
Energy, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 December
31, 2008
 
 Note 1 –Background and 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.
 
 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 SFAS7 are that the
Company’s financial statements be identified as those of a development stage
company, and that the statements of operations, stockholder’s equity and cash
flows disclose activity since the date of the Company’s
inception.
  17
  Accounting
Method:
 
 The
accompanying financial statements are prepared in accordance with accounting
principles generally accepted in the United States.
 
 Use of
Estimates:
 
 The
preparation of the financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the period. Actual results could differ from those
estimates.
 
 Cash
Equivalents:
 
 The
Company considers all highly liquid investments with maturity of three months or
less when purchased to be cash equivalents.
 
 Assumption of Certain
Expenses By AccountAbilities:
 
 Upon
entering into the Asset Purchase Agreement AccountAbilities agreed to
assume all expenses associated with the Company’s obligations arising from its
status as a reporting company under the Securities and Exchange Act of
1934.  Since the termination of the Asset Purchase Agreement on May 16,
2008, AccountAbilities has agreed to continue to pay certain expenses of the
Company while it remains a wholly-owned subsidiary.  AccountAbilities has
agreed not to be repaid for these expenses.  For the years ended December
31, 2008 and 2007, these expenses totalled $3,000 and $5,327, respectively,
representing audit and accounting fees.
 
 Income
Taxes:
 
 Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes.  A deferred
tax asset or liability is recorded for all temporary differences between
financial and tax reporting and net operating loss
carryforwards.  Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion of all of the deferred tax assets
will be realized.
 
 Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment. There were no current or deferred income tax
expenses or benefits due to the Company not having any material operations since
its inception.
 
 Basic Earnings (Loss) per
Common 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
Pronouncements:
  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.
  18
  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 – Stockholder’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 December 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 - Income
Taxes:
 
 No
current provision or benefit for federal income taxes has been recorded for the
years ended December 31, 2008 or 2007 or for any period from its inception as
the Company has had no taxable income or loss.
  19
  Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
 
 None.
 
 Item
9A. Controls and Procedures.
 
 Evaluation of Disclosure
Controls and Procedures.
 
   Internal Control Over
Financial Reporting
  (a) Management's annual report on
internal controls over financial reporting
 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission.  Based on this evaluation, the Company's
management concluded that its internal control over financial reporting was
effective as of December 31, 2008.
    (b) Attestation
Report
   (c)  Changes in internal
control over financial reporting
    20
   PART
III
 
 Item
10. Directors, Executive Officers and Corporate Governance
 
 (a)
Identification of Directors and Executive Officers. The following table sets
forth certain information regarding the Company’s directors and executive
officers as of March 30, 2009:
 
 Name
            Position
            TermJeffrey
      J. Raymond
            President
      and Director
            May
      17, 2008 to PresentStephen
      DelVecchia
            Chief
      Financial Officer and Director
            May
      17, 2008 to Present
 
 The
Company’s officers and directors are elected annually for a one year term or
until their respective successors are duly elected and
qualified or until their earlier resignation or removal.
  Jeffrey
J. Raymondwas appointed President of Hyperion Energy, Inc. in May,
2008.  Mr. Raymond was appointed Chief Executive Officer of
AccountAbilities, Inc. in May, 2008.  Prior thereto, he provided consulting
services through Pylon Management, Inc., a mergers and acquisition/financial
consulting firm that works with staffing and related public and private firms
where he also served as President.  From August 1997 through June 2005, Mr.
Raymond served as a turnaround consultant and a consultant to staffing
companies.  He served as the President of RoyalPar Industries, a national
technical staffing company from April 1994 through August
1997.
  Stephen
DelVecchiawas appointed Chief Financial Officer of Hyperion Energy, Inc.
in May, 2008.  Mr. DelVecchia joined AccountAbilities, Inc. as Chief
Financial Officer in March, 2007.  Prior thereto, he was employed by Geller
and Company, LLC, where he functioned as the Chief Financial Officer of the firm
as awell as Co-Chief Operating Officer of the private equity services
division.  From 2000 to 2003, he was with Corbis Motion LLC, a media
licensing and services company, where he also functioned as Chief Financial
Officer, as well as Chief Operating Officer of the research subsidiary. 
From 1999 to 2000, Mr. DelVecchia was Chief Financial Officer for GSV Inc., a
publicly traded company where he was responsible for all SEC compliance and
capital market placements.  From 1996 to 1999, Mr. DelVecchia led the
financial reporting and compliance group for Barnes and Noble, Inc., a book
retailer where he led all SEC compliance, reporting and audit functions. 
Mr. DelVecchia earned his CPA license while an auditor with Grant Thornton
LLP.
 
 (b)
Significant Employees.
 
 As of the
date hereof, the Company has no significant employees.
 
 (c)
Family Relationships.
 
 None.
 
 (d)
Involvement in Certain Legal Proceedings.
 
 There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of Company during the past five years.
 
 Compliance with Section 16(a) of the
Exchange Act
 
 Section 16(a)
of the Exchange Act requires the Company’s directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company’s equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.
 
 Based
solely on the Company’s review of the copies of the forms received by it during
the fiscal year ended December 31, 2008 and written representations that no
other reports were required, the Company believes that the no persons who, at
any time during such fiscal year, was a director, officer or beneficial owner of
more than 10% of Common Stock failed to comply with all Section 16(a)
filing requirements during such fiscal year, except that our President, Jeffrey
J. Raymond, our Chief Financial Officer, Stephen DelVecchia, and
AccountAbilities, Inc., our sole shareholder, were delinquent in filing Forms
3.  In addition, our former sole shareholder, Walter Reed, did not file a
Form 4 when he transferred his shares to AccountAbilities, Inc.
  21
  Code
of Ethics
 
 We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because there are only two
persons involved in the management of the Company and they devote only a limited
amount of time to our business.
 
 Nominating
Committee
 
 We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.
 
 Audit
Committee
 
 The Board
of Directors acts as the audit committee. The Company does not have a qualified
financial expert at this time because it has not been able to hire a qualified
candidate. Further, the Company believes that it has inadequate financial
resources at this time to hire such an expert. The Company intends to continue
to search for a qualified individual for hire.
 
 Item
11. Executive Compensation.
 
 The
following table sets forth the cash compensation paid by the Company to its
President and Chief Financial Officer for services rendered during the fiscal
years ended December 31, 2008 and 2007.
 
 Name
      and Position
            Year
            Total
      CompensationJeffrey
      J. Raymond, President and Director
            2008
      & 2007
            NoneStephen
      DelVecchia, Chief Financial Officer and Director
            2008
      & 2007
            NoneWalter
      Reed, Former President, Secretary and Director
            2008
      & 2007
            None
 
 Director
Compensation
 
 We do not
currently pay any cash fees to our directors, nor do we pay their expenses in
attending board meetings.
 
 Employment
Agreements
 
 The
Company is not a party to any employment agreements.
 
 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
 
 The
following tables set forth certain information as of December 31, 2008,
regarding (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock, (ii) each director,
nominee and executive officer of the Company and (iii) all officers and
directors as a group.
 
 Name
      and Address
            
            Amount
      and Nature of Beneficial Ownership
            
            
            Percentage
      of ClassAccountabilities,
      Inc.
            
            
            1,390,000
            
            
            
            100
            %
 
  22
  Item
13. Certain Relationships and Related Transactions and Director
Independence.
 
 The
Company utilizes the office space and equipment of its sole shareholder,
Accountabilities, Inc. at no cost. Management estimates such costs to be
immaterial.
 
 Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed.
 
 Item
14. Principal Accountant Fees and Services
 
 Rotenberg
& Associates is the Company’s independent registered public accounting
firm.
 
 Audit
Fees:
 
 During
the fiscal years 2008 and 2007, the aggregate fees billed to the Company by its
independent auditors was $3,000 and $5,327 respectively, for the annual
audits of financial statements and review of the financial statements included
in the Company’s Quarterly Reports on Form 10-Q.
 
 Tax
Fees:
 
 There
were no fees billed by Rotenberg for professional services for tax compliance,
tax advice, and tax planning for the fiscal years ended December 31, 2008 or
2007.
 
 Audit
Committee’s Pre-Approval Process
 
 The Board
of Directors acts as the audit committee of the Company, and accordingly, all
services are approved by the members of the Board of Directors.
 
 Item
15. Exhibits.
 
 Index to
Exhibits
 
 Exhibit
            Description2.1
            Asset
      Purchase Agreement among the Company, Walter Reed and Accountabilities,
      Inc. dated July 26, 2007 (2)3.1
            Certificate
      of Incorporation, as filed with the Delaware Secretary of State on
      December 29, 2005. (1)3.2
            By-laws.
      (1)10.1
            Termination
      of Asset Purchase Agreement; Transfer of Hyperion Energy, Inc. Common
      Stock (3)31.1
            Certification
      of the President pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2
            Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      of President pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.
 
  23
  
 (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.
 
  24
  SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  HYPERION ENERGY,
      INC.Date:
      March 31, 2009
              By:
              /s/ Jeffrey
      J. RaymondName:
      Jeffrey J. RaymondTitle:
      President
  Date:
      March 31, 2009
              By:
              /s/ Stephen
      DelVecchiaName:
      Stephen DelVecchiaTitle:
      Chief Financial Officer
  25