Filed
by
AccountAbilities, Inc. pursuant to Rule 425 under the Securities Act of 1933,
as
amended.
Subject
Company: AccountAbilities, Inc.
File
No.
of Related Registration Statement: 333-145739
AccountAbilities
Announces Filing of S-4 Registration Statement by Hyperion
Energy
Related
to Proposed Reverse Acquisition
MANALAPAN,
N.J., August 30, 2007 – AccountAbilities, Inc. (Other OTC: ACBT.PK – News), a
provider of financial personnel staffing services, professional marketing
services, and management consulting services to CPA and other professional
firms, reported today that a Form S-4 Registration Statement (including a
joint
preliminary prospectus and proxy statement) has been filed by Hyperion Energy,
Inc. in connection with the previously announced proposed sale of assets
and
reverse acquisition with Hyperion. The Registration Statement was
filed with the Securities and Exchange Commission (the “SEC”) on August 28,
2007, and is not yet effective and the information in it is subject to
change. After the Registration Statement has been declared effective,
a definitive proxy statement/prospectus will be sent to AccountAbilities
shareholders prior to the holding of a special meeting of AccountAbilities’
shareholders to vote on the proposed transaction.
Hyperion
is a “shell” company with no operations. “By moving our core business
of professional services and commercial staffing into Hyperion, Hyperion
serves
AccountAbilities as the vehicle for becoming a full SEC reporting company
with
the ability to apply for listing on a major exchange,” stated Stephen
DelVecchia, CFO of Accountabilities.
As
discussed further in the Registration Statement, the proposed transaction
will
effectively result in a reverse acquisition, whereby AccountAbilities’
shareholders will ultimately own 100% of Hyperion’s outstanding common
stock. AccountAbilities’ current management and directors will be
assuming similar responsibilities and positions within Hyperion, with Hyperion’s
current sole officer and director resigning upon the closing of the
transaction.
It
is
intended that after the closing, Hyperion will assume the AccountAbilities
name,
and the name of the current corporation will be changed from AccountAbilities
to
a name yet to be determined. Further, because the shares of Hyperion
will be distributed as a dividend to current AccountAbilities shareholders,
AccountAbilities shareholders will own shares in both corporations.
In
addition, as explained further in the Registration Statement, AccountAbilities
has reached an agreement in principle to acquire Woopee Connect, Inc. once
the
core operations of AccountAbilities have been moved to the Hyperion corporate
entity. Under the terms of the proposed agreement, Woopee Connect,
Inc., a New Jersey based corporation engaged in providing voice over internet
protocol telephone services, will be merged into a newly formed wholly owned
subsidiary of AccountAbilities and the existing holders of Woopee Connect
common
stock will be issued shares of AccountAbilities common stock representing
approximately 51% of AccountAbilities outstanding shares after giving effect
to
the transaction. Definitive terms are expected to be announced in a
later release.
Allan
Hartley, President of AccountAbilities said, "Filing the S-4 Registration
Statement is a significant step forward in accomplishing our ultimate goal
of
providing our shareholders with the advantages of being a fully reporting,
publicly traded company on the OTC Bulletin Board. If the transaction
is completed, not only will we ultimately be able to provide our shareholders
with the value of their ownership
in AccountAbilities, but also the value represented through their separate
ownership in the business of Woopee.”
About
AccountAbilities, Inc.
AccountAbilities
is engaged in the Professional Staffing Industry providing accounting through
its Accounting/Finance Division, and IT, Engineering and Scientific through
its
Technical Services Division. AccountAbilities, through its Partner on Premise
Program, provides accounting (CPA) firms and professional firms and companies
the opportunity to partner in AccountAbilities staffing network. The Company
also offers productivity based staffing solutions through its Workforce
Solutions Program. http://www.aabilities.com.
The
statements which are not historical facts contained in this press release
are
forward-looking statements that involve certain known and unknown risks and
uncertainties, including but not limited to, the possibility that the
transactions described in the press release will not be completed, changes
in
the market for professional staffing services, regulatory and technological
changes, changes in levels of unemployment and other economic factors, increased
competition, the ability to attract and retain customers, the availability
of
qualified candidates for placement by the Company and the possibility of
the
Company incurring liability for activities of the employees and contractors
that
it places with its customers. The Company's actual results may differ materially
from the results discussed in or implied by any forward-looking statement.
The
words "intend", "expect", "should", "project", "anticipate" and similar
expressions identify forward-looking statements. Readers are cautioned not
to
place undue reliance on these forward-looking statements, which speak only
as of
the date they were made.
Hyperion
Energy. has filed with the Securities and Exchange Commission a Registration
Statement on Form S-4 (Registration No. 333-145739) containing a preliminary
proxy statement/prospectus regarding the proposed acquisition of substantially
all of the assets used by AccountAbilities in its staffing and workforce
solutions business. Investors are urged to read the definitive proxy
statement/prospectus, which will include detailed risk factors, when it becomes
available because it will contain important information about the proposed
transaction. The prospectus/proxy statement will be available free of
charge at the SEC’s website, www.sec.gov, or by directing a request to
AccountAbilities, Inc., 500 Craig Road, Suite 201, Manalapan, New Jersey,
07726,
Attention: Investor Relations.
AccountAbilities,
Inc., its directors and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the proposed
transaction with Hyperion Energy, Inc. Information abut the directors
and executive officers of Accountabilities, their interests in the transaction
and their ownership of AccountAbilities common stock is set forth in the
Registration Statement on Form S-4 filed by Hyperion Energy and will be set
forth in the definitive proxy statement/when it becomes available.
Contact:
AccountAbilities,
Inc.
Ron
Shapss
732-333-3622
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