U.S. 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 June 30, 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. _____________
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, CA 91941
(Address of principal executive offices) (Zip
Code)
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 June 30, 2007:
1,390,000 shares of common stock.
HYPERION ENERGY, INC.
FINANCIAL STATEMENTS
(Unaudited)
June 30, 2007
HYPERION ENERGY, INC.
(A Development Stage Enterprise)
INDEX TO INTERIM AND UNAUDITED FINANCIAL
STATEMENTS
June 30, 2007
(Unaudited)
Page
Financial Statements
Balance Sheet
F-1
Statements of Operations
F-2
Statements of Stockholder's Equity
F-3
Statements of Cash Flows
F-4
Notes to Financial Statements
F-5 -
F-6
HYPERION ENERGY, INC.
(A Development Stage Enterprise)
BALANCE SHEET
JUNE 30, 2007
June 30,
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
1,390
1,390,000 issued and
outstanding
Additional paid in capital
- -
- -
Deficit accumulated during the
development stage
(1390)
(1390)
Total stockholder's equity
Total liabilities and
stockholder's equity
- -
- -
$
- -
$
- -
The accompanying notes are an integral part of these
financial statements
F-1
HYPERION ENERGY, INC.
(A Development Stage Enterprise)
INTERIM AND UNAUDITED STATEMENTS OF
OPERATIONS
(Unaudited)
Income
For the
six
months
ended
June 30,
2007
and 2006
For the three
months
ended
June 30,
2007 and
2006
For the
period
D December
29, 2005
(Inception)
through
Through June
30, 2007
Revenue
$
- -
$
- -
$
- -
Expenses
$
- -
$
- -
$
- -
General and
Administrative
$
- -
- -
$
1,390
Total Expenses
$
- -
$
- -
$
($1,390)
Net Loss
(1390)
Net loss per share
(basic and diluted)
$
$
$
(.00)
Weighted average
shares outstanding
(basic and diluted)
$
1,390,000
1,390,000
1,390,000
The accompanying notes are an integral part of these
financial statements
F-2
HYPERION ENERGY, INC.
(A Development Stage Enterprise)
INTERIM AND UNAUDITED STATEMENTS OF
CHANGES IN STOCKHOLDER'S EQUITY
For the period from December 29, 2005 (Inception) to
June 30, 2007
(Unaudited)
Additional
Paid-in
Capital
Deficit
accumulated
Total
Common Stock
Shares
Amount
Issuance of
Common Stock
Balance December
29, 2005
0
0
0
0
0
Shares issued in
Lieu of Services,
December 29, 2005
1,390,000
$1,390.00
$0.00
$0.00
$1,390.00
2005 Net Loss
($1,390.00)
($1,390.00)
Balance at
December 31, 2006
June 30, 2007
1,390,000
$1,390.00
$0.00
($1,390.00)
0.00
Additional Paid-in
Capital Deficit accumulated Total
The accompanying notes are an integral part of
these financial statements
F-3
HYPERION ENERGY, INC.
(A Development Stage Enterprise)
INTERIM AND UNAUDITED STATEMENTS OF
CASH FLOWS
(Unaudited)
For the
six
months
ended
June
30,
2007
and
2006
For the
period
December
29, 2005
(Inception)
through
June 30,
2007
Cash flows from operating activities
Net Loss
$
- -
$
(1,390)
Shares issued in lieu of Services
1390
Cash flows used in operating
activities
- -
- -0-
Net increase in cash
- -
- -
Cash, beginning of period
- -
- -
Cash, end of period
$
- -
$
- -
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest
- -
- -
Income taxes
- -
- -
The accompanying notes are an integral part of these
financial statements
F-4
HYPERION ENERGY, INC.
(A Development Stage Enterprise)
NOTES TO INTERIM AND UNAUDITED
FINANCIAL STATEMENTS
June 30, 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. 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
June 30, 2007, the results of its operations for the three
and six months ended June 30, 2007 and 2006, and from
the date of inception (December 29, 2005) through June
30, 2007, and cash flows for the six months ended June
30, 2007 and 2006, and from the date of inception
(December 29, 2005) through June 30, 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. These condensed
financial statements should be read in conjunction with
the financial statements and related notes contained in the
Company's annual report on Form 10-K to the Securities
and Exchange Commission for the year ended December
31, 2006
The results of operations and cash flows for the three and
six months ended June 30, 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.
NOTE 3 - GOING CONCERN
The Company's financial statements have been presented
on the basis that it is a going concern in the development
stage, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
As of the date of these financial statements, the Company
has made no efforts to identify a possible business
combination.
The Company's shareholder shall fund the Company's
activities while the Company takes steps to locate and
negotiate with a business entity through acquisition, or
merger with, an existing company; however, there can be
no assurance these activities will be successful.
NOTE 4 - SHAREHOLDER'S EQUITY
On January 1, 2006, 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 June 30, 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.
NOTE 5 - SUBSEQUENT EVENT
On July 26, 2007, the Company entered into an Asset
Purchase Agreement with AccountAbilities, Inc., based in
Manalapan, New Jersey, to purchase substantially all of
the properties, rights and assets used by AccountAbilities,
Inc. in conducting its business of providing (i)
professional staffing services, primarily to CPA firms and
(ii) information technology/scientific staffing services and
workforce solutions to various businesses.
The purchase price for the AccountAbilities, Inc. assets
shall be a number of shares of the Company's common
stock which will be equal to the number of shares of
AccountAbilities, Inc. common stock outstanding at the
time of closing. In addition, AccountAbilities, Inc. has
agreed to pay the Company's sole shareholder a total of
$12,500 in exchange for his agreement to surrender all of
his shares of the Company's common stock for
cancellation at the time of closing. As a result of these
transactions (the "Transactions"), the shares of the
Company's common stock issued to AccountAbilities,
Inc. will represent 100% of the Company's outstanding
common stock after the completion of the Transactions.
The closing of the Transactions is scheduled to take place
within five (5) days after the date when each of the
conditions to closing set forth in the Purchase Agreement
have been fulfilled (or waived by the party entitled to
waive such condition), including, among others, the
approval of the sale of assets by the stockholders of each
of AccountAbilities, Inc., and the effectiveness of a
Registration Statement on Form S-4 which will be filed
with the Securities and Exchange Commission to register
the shares being issued to AccountAbilities, Inc.
The existing sole officer and director of the Company will
resign upon the closing of the Transactions and a new
management team and new Board of Directors consisting
of individuals to be designated by AccountAbilities, Inc.
will be appointed.
F-5
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of Operations Plan of
Operation
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.
If the Transactions are not completed, 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.
Results of Operation
The Company did not have any operating income nor any
operating expenses for the three and six months ended
June 30, 2007 or 2006.
Liquidity and Capital Resources
At June 30, 2007 and 2006, three months and six 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. The Company plans to proceed with
the acquisition of Accountabilities Inc as described above
an operate Accountabilities' professional staffing and
workforce solutions business as the Company's sole line
of business if the proposed Transactions are completed. If
the Transactions are completed, it is anticipated that
revenues generated through the operation of the acquired
business will be sufficient to support the Company's
operations for the forseeable future. No assurance can be
given that the Transactions will be completed.
If the Transactions are not completed, management
anticipates seeking out another target company through
solicitation. Such solicitation may include newspaper or
magazine advertisements, mailings and other distributions
to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or
more World Wide Web sites and similar methods. No
estimate can be made as to the number of persons who
will be contacted or solicited. Management may engage in
such solicitation directly or may employ one or more
other entities to conduct or assist in such solicitation.
Management and its affiliates will pay referral fees to
consultants and others who refer target businesses for
mergers into public companies in which management and
its affiliates have an interest. Payments are made if a
business combination occurs, and may consist of cash or a
portion of the stock in the Company retained by
management and its affiliates, or both.
The Company and or shareholders will supervise the
search for target companies as potential candidates for a
business combination. The Company and or shareholders
may pay as their own expenses any costs incurred in
supervising the search for a target company. The
Company and or shareholders may enter into agreements
with other consultants to assist in locating a target
company and may share stock received by it or cash
resulting from the sale of its securities with such other
consultants.
Item 3. 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 June
30, 2007, covered by this report to a vote of the
Company's shareholders, through the solicitation of
proxies or otherwise.
Item 5. Other Information.
None
Item 6. Exhibits.
*3.1
Certificate of Incorporation, as filed with the
Colorado Secretary of State on December 29,
2006.
**2.1
Asset Purchase Agreement dated July 26,
2007 among the Company, Walter Reed
and Accountabilities, inc.
*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 15, 2007, and
incorporated herein by this reference.
** Filed as an exhibit to the Company's Report on Form
8-K as filed with the Securities and Exchange
Commission on April 26, 2007, and incorporated herein
by this reference.
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.
Dated: August 7, 2007
Hyperion Energy, Inc.
By: /s/ Walter Reed
President
Exhibit 31.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Walter Reed, certify that:
1 I have reviewed this Form 10-QSB of Hyperion
Energy, Inc. (the "Company");
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial
statements, and other financial information included in
this report, fairly present in all material respects the
financial condition, results of operations and cash flows
of the small business issuer as of, and for, the periods
present in this report;
4. The small business issuers other certifying
officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in
Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the
small business issuer and have:
(a) Designed such disclosure controls and
procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to
ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
(b) Designed such internal control over
financial reporting, or caused such internal control over
financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial
statements for external purposes in accordance with
generally accepted accounting principals;
(c) Evaluated the effectiveness of the
small business issuer's disclosure controls and procedures
and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on
such evaluation; and
(d) Disclosed in this report any change in
the small business issuer's internal control over financing
reporting that occurred during the small business issuer's
most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to
materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying
officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to
the small business issuer's auditors and the audit
committee of the small business issuer's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and
material weaknesses in the design or operation of internal
control over financial reporting which are reasonable
likely to adversely affect the small business issuer's ability
to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material,
that involved management or other employees who have a
significant rile in the small business issuer's internal
control over financial reporting.
Dated: August 7, 2007
Hyperion Energy, Inc.
By: /s/ Walter Reed
Chief Executive Officer and
Chief Financial Officer
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report
On Form 10-QSB of Hyperion Energy, Inc. (the
"Company") for the quarter ending June 30, 2007, I,
Norman Reed, Chief Executive Officer and Chief
Financial Officer of the Company hereby certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, to the best of my
knowledge and belief, that:
1. Such Quarterly Report on Form 10-QSB for
the quarter ending June 30, 2007, fully complies with the
requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
2. The information contained in such Quarterly
Report on Form 10-QSB for the quarter ending June 30,
2007, fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Dated: August 7, 2007
Hyperion Energy, Inc.
By: /s/ Walter Reed
Chief Executive Officer and
Chief Financial Officer