Hyperion Energy, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.1 - Hyperion Energy, Inc.	v184814_ex32-1.htm
EX-31.1 - Hyperion Energy, Inc.	v184814_ex31-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File No.

000-52501

Hyperion Energy, Inc.

(Name of Registrant as specified in its charter)

Colorado
(State or other jurisdiction of		(I.R.S. employer
incorporation or formation)		identification number)

160 Broadway, Suite 1101

New York, New York 10038

(Address of principal executive offices)

Registrant’s telephone number: (646) 443-2380

Copies to:

Hyperion Energy, Inc.

160 Broadway, Suite 1101

New York, New York 10038

Check whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer” and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check One)

Large Accelerated Filer ¨	Accelerated Filer ¨

Non - Accelerated Filer ¨	Smaller Reporting Company x

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

State the number of shares outstanding of each of the registrant's classes of common equity, as of May 6, 2010: 1,390,000 shares of common stock.

HYPERION ENERGY, INC.

(A Development Stage Enterprise)

INDEX TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS

March 31, 2010

	Page

Financial Statements

Balance Sheets	3

Statements of Operations	4

Statements of Changes in Stockholder’s Equity	5

Statements of Cash Flows	6

Notes to Financial Statements	7 − 9

HYPERION ENERGY, INC.

(A Development Stage Enterprise)

BALANCE SHEETS

	March 31, 2010 (unaudited)			December 31, 2009

ASSETS:

Total assets:	$	-		$	-

LIABILITIES AND STOCKHOLDER'S EQUITY:

Total liabilities:	$	-		$	-

Stockholder's equity:
Preferred stock, $.001 par value, authorized 20,000,000 shares, none issued
Common stock, $.001 par value, authorized 100,000,000 shares, 1,390,000 shares issued and outstanding	$	1,390		$	1,390
Additional paid in capital		-			-
Deficit accumulated during the development stage		(1,390	)		(1,390	)

Total stockholder's equity:		-			-

Total liabilities and stockholder's equity:	$	-		$	-

The accompanying notes are an integral part of these financial statements.

HYPERION ENERGY, INC.

(A Development Stage Enterprise)

INTERIM AND UNAUDITED STATEMENTS OF OPERATIONS

(Unaudited)

							December 29, 2005
							(Inception)
	Three Months Ended						Through
	March 31, 2010			March 31, 2009			March 31, 2010

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.

HYPERION ENERGY, INC.

(A Development Stage Enterprise)

INTERIM AND UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

For the period from December 29, 2005 (Inception) to March 31, 2010

(Unaudited)

					Additional
	Common Stock				Paid-in		Deficit
	Shares		Amount		Capital		Accumulated			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 March 31, 2010							$	(1,390	)	$	(1,390	)

Balances at March 31, 2010, December 31, 2009, 2008, 2007, 2006 and 2005		1,390,000	$	1,390		-	$	(1,390	)		-

The accompanying notes are an integral part of these financial statements.

HYPERION ENERGY, INC.

(A Development Stage Enterprise)

INTERIM AND UNAUDITED STATEMENTS OF CASH FLOWS

(Unaudited)

					Period from
					December 29, 2005
					(Inception)
	Three Months Ended				Through
	March 31, 2010		March 31, 2009		March 31, 2010
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

HYPERION ENERGY, INC.

(A Development Stage Enterprise)

NOTES TO INTERIM AND UNAUDITED FINANCIAL STATEMENTS

March 31, 2010

NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations:

Hyperion Energy, Inc. (“the Company”) was incorporated under the laws of the State of Colorado on December 29, 2005 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. It is currently in its development stage.

On July 26, 2007, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Accountabilities, Inc. (“Accountabilities”) based in New York, NY, to purchase substantially all of the properties, rights and assets used by Accountabilities in conducting its business of providing (i) professional staffing services, primarily to CPA firms and (ii) information technology/scientific staffing services and workforce solutions to various businesses.

In March 2008, Accountabilities filed a Form 10 registration statement with the Securities and Exchange Commission, which later became effective. As a result of the successful filing and execution of the Form 10 filing, the Company has requested the withdrawal of the Form S-4 Registration Statement. On May 16, 2008 the Company and Accountabilities agreed to terminate the Asset Purchase Agreement between them. At the same time, the Company’s sole stockholder, agreed to transfer all of the outstanding shares of the Company’s common stock to Accountabilities. Accountabilities had previously paid the Company’s sole stockholder $12,500 to surrender his stock pursuant to the Asset Purchase Agreement. As a result, Accountabilities became the owner of 100% of the Company’s outstanding common stock.

No active business operations have been contributed to or acquired by the Company in connection with the change in control of the Company. It is anticipated that the Company will continue to attempt to locate and negotiate with a business entity for the combination of that target company with the Company. It is anticipated that any such combination will take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the “business combination”). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

The Company does not expect to restrict its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any state of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

General

The accompanying unaudited financial statements include all adjustments of a normal and recurring nature, which, in the opinion of Company’s management, are necessary to present fairly the Company’s financial position as of March 31, 2010, the results of its operations for the three months ended March 31, 2010 and 2009, and from the date of inception (December 29, 2005) through March 31, 2010, and cash flows for the three months ended March 31, 2010 and 2009, and from the date of inception (December 29, 2005) through March 31, 2010.

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, 2009.

The results of operations and cash flows for the three months ended March 31, 2010 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 FASB ASC 915. Among the disclosures required by ASC 915 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 accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States.

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.

BASIC EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings per share is based upon the weighted average number of common shares and dilutive common stock equivalent shares outstanding during the period. The Company does not have any dilutive common stock equivalent shares; therefore, diluted earnings per share is the same as basic earnings per share.

IMPACT OF NEW ACCOUNTING STANDARDS

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer non-cash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

NOTE 4 - STOCKHOLDER'S EQUITY

On December 29, 2005, the Board of Directors issued 1,390,000 shares of common stock for $1,390 in services to the founding shareholder of the Company to fund organizational start-up costs. On May 16, 2008, as a result of the termination of the Asset Purchase Agreement, the founding shareholder surrendered his shares to Accountabilities, and Accountabilities became the owner of 100% of the Company’s outstanding common stock.

The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2010:

-	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.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

On July 26, 2007, the Company entered into an Asset Purchase Agreement with Accountabilities, Inc., which was then based in Manalapan, New Jersey, to purchase substantially all of the properties, rights and assets used by Accountabilities, Inc. in conducting its business of providing (i) professional staffing services, primarily to CPA firms and (ii) information technology/scientific staffing services and workforce solutions to various businesses.

The purchase price for the Accountabilities, Inc. assets was to be a number of shares of the Company’s common stock equal to the number of shares of Accountabilities, Inc. common stock outstanding at the time of closing. In addition, Accountabilities, Inc. paid the Company’s sole shareholder a total of $12,500 in exchange for his agreement to surrender all of his shares of the Company’s common stock for cancellation at the time of closing. As a result of these transactions (the “Transactions”), the shares of the Company’s common stock issued to Accountabilities, Inc. were to represent 100% of the Company’s outstanding common stock after the completion of the Transactions.

It is anticipated that the Company will continue to attempt to locate and negotiate with a business entity for the combination of that target company with the Company. It is anticipated that any such combination will take the form of a merger, stock-for-stock exchange or stock-for- assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business, which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance. However, if the Company cannot effect a non-cash acquisition, the Company may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the Company would obtain any such equity funding.

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings.

Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.

Results of Operation

The Company did not have any operating income nor any operating expenses for the three months ended March 31, 2010 or 2009.

Liquidity and Capital Resources

At March 30, 2010 and December 31, 2009, the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.

It is anticipated that the Company will continue to seek out another target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

The Company and or shareholders will supervise the search for target companies as potential candidates for a business combination. The Company and or shareholders may pay as their own expenses any costs incurred in supervising the search for a target company. The Company and or shareholders may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

At March 31, 2010, the Company had no capital resources or operations and was not exposed to market risks.

Item 4.

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

Our President (the “Certifying Officer”) maintains 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 Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-15(e)/15d-15(e))] under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officer 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.

There have been no significant changes in our internal controls over financial reporting during the first quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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 1A.

Risk Factors.

There has been no material changes with respect to the risk factors disclosed in our latest report on Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3.

Defaults Upon Senior Securities.

None

Item 4.

Submission of Matters to a Vote of Security Holders.

No matter was submitted during the quarter ending March 31, 2010, covered by this report to a vote of the Company's shareholders, through the solicitation of proxies or otherwise.

Item 5.

Other Information.

None

Item 6.

Exhibits.

3.1		Certificate of Incorporation, as filed with the Colorado Secretary of State on December 29, 2005. (1)

2.1		Asset Purchase Agreement dated July 26, 2007 among the Company, Walter Reed and Accountabilities, Inc. (2)

3.2		By-Laws (1)

10.1		Termination of Asset Purchase Agreement; Transfer of Hyperion Energy, Inc. Common Stock (3)

31.1		Certification of President pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1		Certification of President pursuant to Section 906 of Sarbanes Oxley Act of 2002

(1) Filed as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on March 15, 2007, and incorporated herein by this reference.

(2) Filed as an exhibit to the Company’s Report on Form 8-K as filed with the Securities and Exchange Commission on July 26, 2007, and incorporated herein by this reference.

(3) Filed as an exhibit to the Company’s Report on Form 10-QSB as filed with the Securities and Exchange Commission on May 14, 2008, and incorporated herein by this reference.

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, thereunto duly authorized.

Dated: May 6, 2010

Hyperion Energy, Inc.

By:

/s/ John P. Messina

Name: John P. Messina

Title: President

Hyperion Energy, Inc. - FORM 10-Q - May 13, 2010

Attached files

Hyperion Energy, Inc. Reports