UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2007
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
Commission File No. 000-52501
Hyperion Energy, Inc.
(Name of Small Business Issuer in its charter)
Colorado | ----- |
| (State or other jurisdiction of | (I.R.S. employer |
| incorporation or formation) | identification number) |
3755 Avocado Blvd, #229, La Mesa, California 91941
(Address of principal executive offices)
| Issuer’s telephone number: | (619) 659-8297 |
| Issuer’s facsimile number: | (619) 399-5900 |
No change
(Former name, former address and former
fiscal year, if changed since last report)
Copies to:
Hyperion Energy, Inc.
3755 Avocado Blvd., #229
La Mesa, CA 91941
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨]
State the number of shares outstanding of each of the issuer's classes of common equity, as of March 31, 2007: 1,390,000 shares of common stock.
HYPERION ENERGY, INC.
(A Development Stage Enterprise)
INDEX TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS
March 31, 2007
(Unaudited)
| | Page |
| | |
| Financial Statements | |
| | |
| Balance Sheet | F-1 |
| | |
| Statements of Operations | F-2 |
| | |
| Statements of Changes in Shareholders’ | F-3 |
| | |
| Statements of Cash Flows | F-4 |
| | |
| Notes to Financial Statements | F-5 |
HYPERION ENERGY, INC.
(A Development Stage Enterprise)
BALANCE SHEET
MARCH 31, 2007
| | | March 31, 2007 | | | December 31, 2006 | |
| | | (Unaudited) | | | (Audited) | |
| | | | | | | |
ASSETS | | | | | | |
| | | | | | | |
| Total assets | | $ | - | | | $ | - | |
| | | | | | | | | |
LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | | |
| | | | | | | | | |
| Commitment and contingencies | | $ | - | | | $ | - | |
| | | | | | | | | |
| Stockholder’s equity | | | - | | | | - | |
| Preferred stock, $.001 par value, | | | | | | | | |
authorized 20,000,000 shares, none issued | | | | | | | | |
| Common stock, $.001 par value, authorized 100,000,000 shares | | | | | | | | |
1,390,000 issued and outstanding | | | 1,390 | | | | 1,390 | |
| Additional 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
HYPERION ENERGY, INC.
(A Development Stage Enterprise)
INTERIM AND UNAUDITED STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | For the period | |
| | | For the three | | | December 29, 2005 | |
| | | Months ended | | | (inception) | |
| | | March 31, 2007 | | | Through | |
| | | And 2006 | | | March 31, 2007 | |
| | | | | | | |
| Revenue | | $ | - | | | $ | - | |
| | | | | | | | | |
| Expenses | | | - | | | | - | |
| | | | | | | | | |
| General and Administrative | | | - | | | | 1,390 | |
| | | | | | | | | |
| Total Expenses | | $ | - | | | $ | (1,390 | ) |
| | | | | | | | | |
| Net Loss | | | - | | | | (1,390 | ) |
| | | | | | | | | |
| Net loss per share (basic and diluted) | | $ | - | | | $ | - | |
| | | | | | | | | |
| Weighted average shares outstanding (basic and diluted) | | | 1,390,000 | | | | 1,390,000 | |
The accompanying notes are an integral part of these financial statements
HYPERION ENERGY, INC.
(A Development Stage Enterprise)
STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
For the period from December 29, 2005 (Inception) through March 31, 2007
(Unaudited)
| | | | | | | | | | | | | | | | |
| | | | | | | | | Additional | | | | | | | |
| | | Common Stock | | | Paid-In | | | Deficit | | | | |
| | | Shares | | | Amount | | | Capital | | | Accumulated | | | Total | |
| | | | | | | | | | | | | | | | |
Issuance of Common Stock | | | | | | | | | | | | | | | |
| Balance December 29, 2005 | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| Shares issued in lieu of services | | | | | | | | | | | | | | | | | | | | |
December 29, 2005 | | | 1,390,000 | | | $ | 1,390 | | | $ | - | | | $ | - | | | $ | 1,390 | |
| 2005 Net Loss | | | | | | | | | | | | | | $ | (1,390 | ) | | $ | (1,390 | ) |
| Balance at December 31, 2006 (audited) | | | | | | | | | | | | | | | | | | | | |
and March 31, 2007 (unaudited) | | | 1,390,000 | | | $ | 1,390 | | | $ | - | | | $ | (1,390 | ) | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements
HYPERION ENERGY, INC.
(A Development Stage Enterprise)
INTERIM AND UNAUDITED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | For the period | |
| | | For the three | | | December 29, 2005 | |
| | | months ended | | | (inception) | |
| | | March 31, 2007 | | | Through | |
| | | and 2006 | | | March 31, 2007 | |
| | | | | | | |
| Cash flows from operating activities | | | | | | |
| Net loss | | $ | - | | | $ | (1,390 | ) |
| Shares issued in lieu of services | | | | | | | 1,390 | |
| | | | | | | | | |
| Cash flows used in operating activities | | | - | | | | - | |
| | | | | | | | | |
| Net increase in cash | | | - | | | | - | |
| | | | | | | | | |
| Cash, beginning of period | | | - | | | | - | |
| | | | | | | | | |
| Cash, end of period | | $ | - | | | $ | - | |
| | | | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | | | | |
| Cash paid during the period for: | | | | | | | | |
| Interest | | | - | | | | - | |
| Income taxes | | | - | | | | - | |
| | | | | | | | | |
| | | | | | | | | |
The accompanying notes are an integral part of these financial statements
HYPERION ENERGY, INC.
(A Development Stage Enterprise)
NOTES TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS
March 31, 2007
NOTE 1 - | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES |
Nature of Operations
Hyperion Energy, Inc. (“the Company”) was incorporated in the State of Colorado on December 29, 2005 and has been inactive since inception. The company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. It is currently in its development stage.
As a blank check company, the Company’s business is to pursue a business combination through acquisition, or merger with, an existing company. As of the date of the financial statements, the Company has made no efforts to identify a possible business combination. The company has subsequently entered into an asset purchase agreement which is referenced in Note 5.
Since inception, the Company has been engaged in organizational efforts.
General
The accompanying unaudited financial statements include all adjustments of a normal and recurring nature, which, in the opinion of Company’s management, are necessary to present fairly the Company’s financial position as of March 31, 2007, the results of its operations for the three months ended March 31, 2007, and from the date of inception (December 29, 2005) through March 31, 2007, and cash flows for the three months ended March 31, 2007, and from the date of inception (December 29, 2005) through March 31, 2007.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission.
The results of operations and cash flows for the three months ended March 31, 2007 are not necessarily indicative of the results to be expected for the full year’s operation.
NOTE 2 - | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation – Development Stage Company
The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.
Accounting Method
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.
Basic Earnings (Loss) Per Share
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128.
Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
Impact of New Accounting Standards
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.
The Company’s financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of the date of these financial statements, the Company has made no efforts to identify a possible business combination.
The Company’s shareholder shall fund the Company’s activities while the Company takes steps to locate and negotiate with a business entity through acquisition, or merger with, an existing company; however, there can be no assurance these activities will be successful.
NOTE 4 - | SHAREHOLDERS’ EQUITY |
On December 29, 2005, the Board of Directors issued 1,390,000 shares of common stock for $1,390 in services to the founding shareholder of the Company to fund organizational start-up costs.
The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2007:
| · | Common stock, $ 0.001 par value: 100,000,000 shares authorized; 1,390,000 shares issued and outstanding; |
| · | Preferred stock, $ 0.001 par value: 20,000,000 shares authorized; but not issued and outstanding. |
On July 26, 2007, the Company entered into an Asset Purchase Agreement with AccountAbilities, Inc., based in Manalapan, New Jersey, to purchase substantially all of the properties, rights and assets used by AccountAbilities, Inc. in conducting its business of providing (i) professional staffing services, primarily to CPA firms and (ii) information technology/scientific staffing services and workforce solutions to various businesses.
The purchase price for the AccountAbilities, Inc. assets shall be a number of shares of the Company’s common stock which will be equal to the number of shares of AccountAbilities, Inc. common stock outstanding at the time of closing. In addition, AccountAbilities, Inc. has agreed to pay the Company’s sole shareholder a total of $12,500 in exchange for his agreement to surrender all of his shares of the Company’s common stock for cancellation at the time of closing. As a result of these transactions (the “Transactions”), the shares of the Company’s common stock issued to AccountAbilities, Inc. will represent 100% of the Company’s outstanding common stock after the completion of the Transactions.
The closing of the Transactions is scheduled to take place within five (5) days after the date when each of the conditions to closing set forth in the Purchase Agreement have been fulfilled (or waived by the party entitled to waive such condition), including, among others, the approval of the sale of assets by the stockholders of each of AccountAbilities, Inc., and the effectiveness of a Registration Statement on Form S-4 which will be filed with the Securities and Exchange Commission to register the shares being issued to AccountAbilities, Inc.
The existing sole officer and director of the Company will resign upon the closing of the Transactions and a new management team and new Board of Directors consisting of individuals to be designated by AccountAbilities, Inc. will be appointed.
Item 2 - | Management’s Discussion and Analysis of Financial Conditions and Results of Operations |
The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for- assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.
The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.
It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance. However, if the Company cannot effect a non-cash acquisition, the Company may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the Company would obtain any such equity funding.
The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings.
Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time which are more fully described in the 8-K filing.
Results of Operation
The Company did not have any operating income nor any costs incurred for the three months ended March 31, 2007 or 2006.
Liquidity and Capital Resources
At March 31, 2007 and 2006, three months ended, the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.
Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.
The Company and or shareholders will supervise the search for target companies as potential candidates for a business combination. The Company and or shareholders may pay as their own expenses any costs incurred in supervising the search for a target company. The Company and or shareholders may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.
Item 3 - | Controls and Procedures |
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the “Certifying Officers”) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.
PART II - | OTHER INFORMATION |
| | |
Item 1 | Legal Proceedings. |
The Company is currently not a party to any pending legal proceedings and no such action by or to the best of its knowledge, against the Company has been threatened.
Item 2 | Changes in Securities. |
None
Item 3 | Defaults Upon Senior Securities. |
None
Item 4 | Submission of Matters to a Vote of Security Holders. |
No matter was submitted during the quarter ending March 31, 2007, covered by this report to a vote of the Company's shareholders, through the solicitation of proxies or otherwise.
None
Item 6 | Exhibits and Reports of Form 8-K. |
(a) Exhibits
| *3.1 | Certificate of Incorporation as filed with the Colorado Secretary of State on December 29, 2005 |
| | |
| *3.2 | By-Laws |
| | |
| 31.1 | Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 |
| | |
| 32.1 | Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 |
* Filed as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on March 24, 2007, and incorporated herein by this reference.
(b) Reports of Form 8-K
None
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| | Hyperion Energy, Inc. | |
| | | | |
| Date: August 24, 2007 | By: | /s/ Walter Reed | |
| | | Name: Walter Reed | |
| | | Title: President | |
| | | | |
F-11
