U.S. SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
? ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
? TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to
______________
Commission File Number 000-52501
Hyperion Energy, Inc.
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction
of
(I.R.S. Employer
incorporation or
organization)
Identification No.)
3755 Avocado Blvd.
La Mesa, CA
91941
(Address of principal
executive offices)
(zip code)
Registrant's telephone number, including area code:
877-565-0515
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)
Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. ?
Check whether the issuer (1) has 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 ? No ?.
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B (229.405 of
this chapter) contained herein, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. ?
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange
Act).
Yes ? No ?.
The issuer's revenues for fiscal year end December 31,
2007 were $0.
As of December 31, 2007, there were 1,390,000 shares
of common stock, par value $.001 per share,
outstanding, none of which were held by non-affiliates.
Transitional Small Business Disclosure Format (check
one): Yes ? No ?
DOCUMENTS INCORPORATED BY
REFERENCE:
* Certificate of Incorporation, as filed with the
Delaware Secretary of State on December 29,
2005.
* By-laws
FORWARD-LOOKING STATEMENTS
Certain statements made in this Annual Report on Form
10-KSB 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," "Plan of Operation" and "Risk Factors".
We undertake no obligation to revise or update publicly
any forward-looking statements for any reason.
2
PART I
Item 1. Description of 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 3755 Avocado Blvd.,
La Mesa, CA , 91941.
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.
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.
3
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.
No assurance can be given that the Transactions will be
completed. If the Transactions are not completed, the
Company will attempt to locate and negotiate with
another business entity for the combination of that
target company with the Company. The Company will
not restrict its potential candidate target companies to
any specific business, industry or geographical location
and, thus, may acquire any type of business.
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 sole
officer who devotes only a limited amount of time to
our business.
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-KSB,
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.
There may be conflicts of interest as a result of our
management being involved with other blank check
shell companies.
Conflicts of interest create the risk that
management may have an incentive to act adversely to
the interests of the Company. Our management is
currently involved with other blank check shell
companies, and in the pursuit of business combinations,
conflicts with such other blank check shell companies
with which it is, and may in the future become,
affiliated, may arise. If we and the other blank check
shell companies that our management is affiliated with
desire to take advantage of the same opportunity, then
those members of management that are affiliated with
both companies would abstain from voting upon the
opportunity. In the event of identical officers and
directors, the officers and directors will arbitrarily
determine the company that will be entitled to proceed
with the proposed transaction.
4
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.
We have incurred and may continue to incur losses.
Since December 29, 2005 (inception) through
December 31, 2007, 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.
5
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 sole officer has not entered
into a written employment agreement with us and is 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.
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.
6
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.
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.
7
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. Shares of Common Stock
cannot be sold under the exemptions from registration
provided by Rule 144 under or Section 4(1) of the
Securities Act ("Rule 144"), in accordance with the
letter from Richard K. Wulff, Chief of the Office of
Small Business Policy of the Securities and Exchange
Commission's Division of Corporation Finance, to Ken
Worm of NASD Regulation, dated January 21, 2000
(the "Wulff Letter"). The Wulff Letter provides that
certain private transfers of the shares of common stock
also may be prohibited without registration under
federal securities laws. The SEC has approved
codifying certain aspects of the Wulff Letter and
adjusting some of its provisions. The adjustments
include allowing stockholders of a company that was
formerly a shell company to be able to utilize the
exemption from registration under Rule 144 under
certain circumstances following such time as the
company is no longer a shell company and certain
disclosures have been completed. The changes, which
will apply retroactively to the purchasers, became
effective on February 15, 2008.
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 SB-2 or 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.
8
In addition, the SEC has recently 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.
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 his shares of
Common Stock.
9
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 his 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 Walter Reed
Our sole stockholder is Walter Reed, who is
also our sole officer and director. Walter Reed 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 2. Description of Property.
The Company neither rents nor owns any
properties. The Company utilizes the office space and
equipment of its sole officer and director 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.
10
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 Small Business 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, 2007, 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 Company issued
1,390,000 shares of Common Stock to Walter Reed, our
President, Secretary and sole director, for an aggregate
purchase price equal to $1,390.00. The Company sold
these shares of Common Stock under the exemption
from registration provided by Section 4(2) of the
Securities Act.
11
No securities have been issued for services. Neither the
Company nor any person acting on its behalf offered or
sold the securities by means of any form of general
solicitation or general advertising. No services were
performed by any purchaser as consideration for the
shares issued.
Item 6. Management's Discussion and Analysis or
Plan of Operation.
Plan of Operation
The Company has not realized any revenues
from operations since inception, and its plan of
operation for the next twelve months is to locate a
suitable acquisition or merger candidate and
consummate a business combination. The Company
may need additional cash advances from its stockholder
or loans from other parties to pay for operating
expenses until the Company consummates a merger or
business combination with a privately-held operating
company. Although it is currently anticipated that the
Company can satisfy its cash requirements with
additional cash advances or loans from other parties, if
needed, for at least the next twelve months, the
Company can provide no assurance that it can continue
to satisfy its cash requirements for such period.
Since our formation on December 29, 2005,
our purpose has been to effect a business combination
with an operating business which we believe has
significant growth potential. We are currently
considered to be a "blank check" company in as much
as we have no specific business plans, no operations,
revenues or employees. We currently have no definitive
agreements or understanding with any prospective
business combination candidates and have not targeted
any business for investigation and evaluation nor are
there any assurances that we will find a suitable
business with which to combine. The implementation of
our business objectives is wholly contingent upon a
business combination and/or the successful sale of
securities in the Company.
As a result of our limited resources, we expect
to effect only a single business combination.
Accordingly, the prospects for our success will be
entirely dependent upon the future performance of a
single business. Unlike certain entities that have the
resources to consummate several business combinations
or entities operating in multiple industries or multiple
segments of a single industry, we will not have the
resources to diversify our operations or benefit from the
possible spreading of risks or offsetting of losses. A
target business may be dependent upon the
development or market acceptance of a single or limited
number of products, processes or services, in which
case there will be an even higher risk that the target
business will not prove to be commercially viable.
Our sole officer is only required to devote a
very limited portion of his time to our affairs on a part-
time or as-needed basis. We expect to use outside
consultants, advisors, attorneys and accountants as
necessary, none of which will be hired on a retainer
basis. We do not anticipate hiring any full-time
employees so long as we are seeking and evaluating
business opportunities.
We expect our present management to play no
managerial role in the Company following a merger or
business combination. Although we intend to scrutinize
closely the management of a prospective target business
in connection with our evaluation of a business
combination with a target business, our assessment of
management may be incorrect. We cannot assure you
that we will find a suitable business with which to
combine.
12
On July 26, 2007, we 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 terms of the proposed transaction with
Accountabilites are described "Item 1. Description of
Business - Overview" above.
If the proposed transaction with AccountAbiliies is not
completed, we will attempt to locate and negotiate with
a business entity for the combination of that target
company with us. 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 we will be successful in locating or negotiating
with any target business.
Results of Operations
The Company has not conducted any active
operations since inception, except for its efforts to
locate a suitable acquisition or merger transaction. No
revenue has been generated by the Company during
such period, and it is unlikely the Company will have
any revenues unless it is able to effect an acquisition of
or merger with another operating company, of which
there can be no assurance.
Off-Balance Sheet Arrangements
The Company does not have any off-balance
sheet arrangements that have or are reasonably likely to
have a current or future effect on the Company's
financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material
to investors.
13
Item 7. Financial Statements.
HYPERION ENERGY, INC.
(A Development Stage Company)
December 31, 2007
- - TABLE OF CONTENTS -
Page(s)
Financial Statements:
Report of Independent Registered Public
Accounting Firm
15
Balance Sheets as of December 31, 2007 and
2006
16
StStatements of Operations for the Years Ended
December 31, 2007 and 2006 and the Period
from December 29, 2005 (Inception) through
December 31, 2007
17
StStatements of Changes in Stockholder's Equity
for the Years Ended December 31, 2007 and
2006 and the Period from December 29, 2005
(Inception) through December 31, 2007
18
StStatements of Cash Flows for the Years Ended
December 31, 2007 and 2006 and the Period
from December 29, 2005 (Inception) through
December 31, 2007
19
Notes to Financial Statements
20-22
14
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Hyperion Energy, Inc.
We have audited the accompanying
balance sheet of Hyperion Energy, Inc. as of
December 31, 2007 and 2006, 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, 2007 and for
the period from the date on inception (December
29, 2005) through December 31, 2007. 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 audit.
We conducted our audit in accordance
with the standards of the Public Company
Accounting Oversight Board (United States).
Those standards require that we plan and perform
the audit 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 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 audit provides 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, 2007 and 2006,
and the results of its operations and its cash flows
for each of the years in the two-year period ended
December 31, 2007 and for the period from the
date of inception (December 29, 2005) through
December 31, 2007 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
generated 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.
Rochester, New York
March 20, 2008
15
Hyperion Energy, Inc.
(A Development Stage Company)
Balance Sheets
December
31, 2007
December 31,
2006
ASSETS:
Total assets:
$
- -
$
- -
LIABILITIES AND
STOCKHOLDER'S EQUITY:
Total liabilities:
$
- -
$
-
Stockholder's equity:
Common stock, $.001 par value,
authorized 100,000,000 shares,
1,390,000 issued and outstanding
Preferred stock, $.001 par value,
authorized 20,000,000 shares, none
issued.
$
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.
16
Hyperion Energy, Inc.
(A Development Stage Company)
Statements of Operations
December
29, 2005
(Inception)
Year Ended
Through
December
31, 2007
December
31, 2006
December
31, 2007
Revenues
$
- -
$
- -
$
- -
General and administrative
expenses
- -
- -
1,390
Net income (loss)
$
- -
$
- -
$
(1,390)
Basic and diluted net
income per share
$
0.00
$
0.00
WBasic and diluted weighted
average shares outstanding
1,390,000
1,390,000
The accompanying notes are an integral part of these
financial statements.
17
Hyperion Energy, Inc.
(A Development Stage Company)
Statements of Changes in Stockholder's Equity
For the Period December 29, 2005 (Inception)
through December 31, 2007
, , , , Additional Paid-in Capital , Deficit accumulated ,
, , Common Stock , , ,
, , Shares , Amount , , , Total
, , , , , , ,
Balances at December 29, 2005, , -, -, -, -, , -
Shares issued for services , , , , , , ,
, , 1,390,000, $1,390, -, -, , $1,390
Net Loss For the Period From Inception through December
31, 2007, , , , , ($1,390), , ($1,390)
, , , , , , ,
Balances at December 31, 2007, 2006 and 2005, , 1,390,000,
$1,390, -, ($1,390), , -
The accompanying notes are an integral part of these
financial statements.
18
Hyperion Energy, Inc.
(A Development Stage Company)
Statements of Cash Flows
Period from
December
29, 2005
(Inception)
Year Ended
Through
December
31, 2007
December
31, 2006
December
31, 2007
Cash Flows from Operating
Activities:
Net income (loss)
$
- -
$
- -
$
(1,390)
Shares issued for
services
- -
- -
1,390
Net 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
$
- -
$
- -
$
1,390
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.
19
Hyperion Energy, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2007
Note 1 - Background and Nature of Operations:
Nature of Operations:
Hyperion Energy, Inc. ("the Company") was
incorporated under the laws of the State of Colorado on
December 29, 2005 and has been inactive since
inception. The Company intends to serve as a vehicle
to effect an asset acquisition, merger, exchange of
capital stock or other business combination with a
domestic or foreign business. It is currently in its
development stage.
Asset Purchase Agreement with AccountAbilities, Inc.
On July 26, 2007, the Company entered into an Asset
Purchase Agreement with AccountAbilities, Inc., (the
"Asset Purchase Agreement") based in Manalapan,
New Jersey, to purchase substantially all of the
properties, rights and assets used by AccountAbilities,
Inc. in conducting its business of providing (i)
professional staffing services, primarily to CPA firms
and (ii) information technology/scientific staffing
services and workforce solutions to various businesses.
The purchase price for the AccountAbilities, Inc. assets
shall be a number of shares of the Company's common
stock which will be equal to the number of shares of
AccountAbilities, Inc. common stock outstanding at the
time of closing. In addition, AccountAbilities, Inc. has
agreed to pay the Company's sole shareholder a total of
$12,500 in exchange for his agreement to surrender all
of his shares of the Company's common stock for
cancellation at the time of closing. As a result of these
transactions (the "Transactions"), the shares of the
Company's common stock issued to AccountAbilities,
Inc. will represent 100% of the Company's outstanding
common stock after the completion of the Transactions.
The closing of the Transactions is scheduled to take
place within five (5) days after the date when each of
the conditions to closing set forth in the Purchase
Agreement have been fulfilled (or waived by the party
entitled to waive such condition), including, among
others, the approval of the sale of assets by the
stockholders of each of AccountAbilities, Inc., and the
effectiveness of a Registration Statement on Form S-4
which will be filed with the Securities and Exchange
Commission to register the shares being issued to
AccountAbilities, Inc.
The existing sole officer and director of the Company
will resign upon the closing of the Transactions and a
new management team and new Board of Directors
consisting of individuals to be designated by
AccountAbilities, Inc. will be appointed.
20
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.
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 has 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.
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.
21
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 amounts is computed by
dividing the net earnings (loss) by the weighted average
number of common shares outstanding. Diluted
earnings per share is based upon the weighted average
number of common shares and dilutive common stock
equivalent shares outstanding during the period. The
Company does not have any dilutive common stock
equivalent shares; therefore, diluted earnings per share
is the same as basic earnings per share.
Impact of New Accounting 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.
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.
The stockholders' equity section of the Company
contains the following classes of capital stock as of
December 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.
Note 5 - Income Taxes:
No current provision or benefit for federal income taxes
has been recorded for the years ended December 31,
2007 or 2006 or for any period from its inception as the
Company has had no taxable income or loss.
22
Item 8. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure.
None.
Item 8A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures that are
designed to ensure that information required to be
disclosed in our reports filed pursuant to the Exchange
Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules,
regulations and related forms, and that such information
is accumulated and communicated to our principal
executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding
required disclosure.
As of December 31, 2007, we carried out an evaluation,
under the supervision and with the participation of our
principal executive officer and our principal financial
officer of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on this
evaluation, our principal executive officer and our
principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of
the period covered by this report.
Changes in Internal Controls.
There have been no changes in our internal controls
over financial reporting during the period covered by
this report that has materially affected or is reasonably
likely to materially affect our internal controls. This
annual report does not include a report of management's
assessment regarding internal control over financial
reporting or an attestation report of the company's
registered public accounting firm due to a transition
period established by rules of the SEC for newly public
companies.
Item 8B. Other Information.
None.
PART III
Item 9. Directors and Executive Officers of the
Company.
(a) Identification of Directors and Executive Officers.
The following table sets forth certain information
regarding the Company's directors and executive
officers for the fiscal year ended December 31, 2007:
Name
Position
Term
Walter Reed
President,
Secretary and
Director
Inception thru
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.
23
(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, 2007 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.
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 is only one person
involved in the management of the Company and he
devotes 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.
24
Item 10. Executive Compensation.
The following table sets forth the cash
compensation paid by the Company to its President (the
sole executive officer of the Company) for services
rendered during the fiscal year ended December 31,
2007.
Name and Position
Year
Total
Compensation
Walter Reed, President, Secretary
and Director
2007
None
Director Compensation
We do not currently pay any cash fees to our sole
director, nor do we pay his expenses in attending board
meetings.
Employment Agreements
The Company is not a party to any
employment agreements.
Item 11. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder
Matters.
The following tables set forth certain
information as of December 31, 2007, 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 Class
Walter Reed (1)
1,390,000
100%
All Directors and Officers as a
Group
(1 individual)
1,390,000
100%
(1)
Walter Reed is President, Secretary and sole
director of the Company.
Item 12. Certain Relationships and Related
Transactions.
The Company utilizes the office space and equipment
of its sole officer and director 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 pursuant to
Item 404 of Regulation S-B.
25
Item 13. Exhibits.
Index to Exhibits
Exhibit
Description
*3.1
Certificate of Incorporation, as filed with the
Delaware Secretary of State on December 29,
2005.
*3.2
By-laws.
31.1
Certification of the Company's Principal
Executive Officer and Principal Financial
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, with respect to
the registrant's Annual Report on Form 10-
KSB for the year ended December 31, 2007.
32.1
Certification of the Company's Principal
Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
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.
Item 14. Principal Accountant Fees and Services
Rotenberg & Associates is the Company's independent
registered public accounting firm.
Audit Fees
During the fiscal year 2007, the aggregate fees
billed to the Company by its independent auditors was
$1,500.00 for the annual audit 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 year ended December 31,
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 sole member of the Board
of Directors.
26
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.
Dated: March 25, 2008
By:
/s/ Walter Reed
Name: Walter Reed
Title: President,
Secretary and sole
Director
27
Exhibit 31.1
CERTIFICATION
I, Walter Reed, certify that:
1. I have reviewed this annual report on Form 10-K for the
fiscal year December 31, 2007 of Hyperion Energy, Inc.;
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 registrant as of, and for,
the periods presented in this report;
4. The registrant's other certifying officer 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 13a-15(f) and
15d-15(f)) for the registrant 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 registrant, 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 principles;
(c) Evaluated the effectiveness of the registrant'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 registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant'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 reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal control over financial reporting.
Date: March 25, 2008
/s/ Walter Reed
President and Chief
Executive Officer
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Exhibit 32.1
CERTIFICATION FURNISHED PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K for the
period ended December 31, 2007 (the "Report") filed by
Hyperion Energy, Inc. (the "Company") with the Securities
and Exchange Commission, I, Walter Reed, Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that:
The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
Date: March 25, 2008
/s/ Walter Reed
Walter Reed
President and Chief
Executive Officer
A signed original of this written statement required by
Section 906 has been provided to Hyperion Energy, Inc. and
will be retained by Hyperion Energy, Inc. and furnished to the
Securities and Exchange Commission or its staff upon
request.
29
Exhibit 32.2
CERTIFICATION FURNISHED
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K
for the period ended December 31, 2007 (the "Report")
filed by Hyperion Energy, Inc. (the "Company") with
the Securities and Exchange Commission, I, Walter
Reed, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
The information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Company.
Date: March 25, 2008
/s/ Walter Reed
Walter Reed
Chief Financial
Officer
A signed original of this written statement required by
Section 906 has been provided to Hyperion Energy, Inc.
and will be retained by Hyperion Energy, Inc. and
furnished to the Securities and Exchange Commission
or its staff upon request.
30