SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): January 1419, 2009 (January 816, 2009)

Imperiali, Inc.

(Exact Name Registrant as Specified in Its Charter)

Florida	65-0574887
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

222 Lakeview Avenue
Suite 160
West Palm Beach, Florida	33401
(Address of Principal Executive Offices)	(Zip Code)

(~~Registrant’s Telephone Number, including Area Code): (~~561)805-9494

(~~Former~~Registrant’s ~~name~~Telephone ~~or former address~~Number, ifincluding ~~changed~~Area ~~since last report~~Code):

~~Check the~~Former ~~appropriate~~name ~~box~~or ~~below~~former address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing~~report: ~~is intended to simultaneously~~Not ~~satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):~~Applicable

~~o Written~~Check the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously satisfy ~~425~~the ~~under~~filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of the following ~~230.425)~~provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Pre-commencement~~Item ~~communications~~4.02 ~~pursuant to Rule 14d~~Non-~~2(b)~~Reliance ~~under~~on ~~the~~Previously ~~Exchange~~Completed ~~Act~~Annual ~~(17 CFR 240.14d-2(b))~~Report

~~o Pre-commencement~~On ~~communications~~January ~~pursuant~~19, to2009, ~~Rule~~the ~~13e-4~~officers and directors of Imperiali, Inc. (cthe “Company”) concluded ~~under~~that the ~~Exchange~~financial ~~Act~~statements ~~(17~~included ~~CFR 240.13e~~in the Form 10-~~4(c))~~K for the period ended August 31, 2008 should not be relied upon because of:

~~Item~~1 ~~4.01~~– Equity ~~Changes~~– InThe ~~Registrant’s~~number ~~Certifying~~of ~~Accountant~~shares outstanding was not correct as of August 31, 2008.

~~(a) On~~2 – ~~January~~Interest 8,Expense ~~2009,~~– ~~the~~The ~~registrant~~interest ~~notified~~expense ~~Larry~~related ~~O'Donnell,~~to ~~CPA,~~fiscal ~~P.C. (“O’Donnell”)~~year ~~that~~2008 ~~they~~was ~~had~~not included ~~been~~in ~~dismissed as~~ the ~~registrant’s auditor. The~~financials ~~dismissal~~and ~~was~~should ~~approved~~be ~~by the registrant’s Board of Directors~~$11,762.

~~O’Donnell~~3 ~~reported~~– Depreciation ~~only~~Expense on– ~~the registrant’s~~The ~~financial~~depreciation ~~statements~~expense ~~for~~related ~~the~~to fiscal year ~~ended August 31,~~ 2008~~. O’Donnell’s~~ ~~audit report did~~ was not ~~contain~~included anin ~~adverse~~the ~~opinion~~financials ~~or a disclaimer of opinion,~~ and ~~was~~should ~~not~~be ~~qualified or modified as to uncertainty, audit scope or accounting principles~~$160.

In4 ~~connection~~– Consulting ~~with~~Expense ~~the~~– ~~audit~~Consulting ofexpense ~~the Company’s~~recorded ~~financial statements~~ for ~~the~~ fiscal year ~~ended August 31,~~ 2008 ~~and~~was ~~through~~understated ~~the~~by ~~date of this current report~~$3, there were: (1) no disagreements between the registrant and O’Donnell on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of O’Donnell, would have caused O’Donnell to make reference to the subject matter of the disagreements in connection with their report, and (2) no reportable events within the meaning set forth in Item 304 (a)(1)(v) of Regulation S-K000.

~~The registrant~~5 ~~has provided O’Donnell a copy of the disclosures in this Form 8-K and~~– ~~has~~Accounts ~~requested~~Payable ~~that~~– ~~O’Donnell~~Accounts ~~furnish~~payable itrecorded ~~with~~as ~~a letter addressed to the Securities and Exchange Commission stating whether or not O’Donnell agrees with the registrant’s statements in Form 8-K. A copy~~ of ~~the~~August ~~response letter from~~31, ~~O’Donnell~~2008 ~~will be filed as an exhibit to an amendment of this~~was ~~Form~~overstated ~~8-K~~by ~~within two business days of receipt~~$191.

~~(b)~~ On January 816, 2009, the ~~registrant~~Company ~~engaged~~was ~~M&K~~informed ~~CPAs,~~of ~~PLLC~~the ~~(“M&K”)~~errors toregarding ~~assume~~the above adjustments from its independent accountant during preparations for filing the Company’s ~~role~~Form 10-Q for the period ended November 30, 2008. Officers and Directors of ~~its~~the ~~new~~Company ~~certifying~~have discussed this issue with the independent accountant. ~~The~~and ~~decision~~came to ~~engage~~the ~~M&K~~conclusion ~~was~~on January 16, 2009, that the financial ~~approved~~statements byincluded in the ~~registrant’s~~Form ~~Board~~10-K offor ~~Directors~~the period ended August 31, 2008 should no longer be relied upon.

~~During~~ As the result of this error, we are restating our financial statements included in the ~~during~~Form 10-K for the ~~registrant's~~period ~~two most~~ended ~~recent~~August ~~fiscal~~31, ~~years~~2008 orto ~~any~~reflect ~~subsequent~~the ~~interim~~change ~~period~~ in equity and ~~through~~to record the appropriate changes in expense and balance sheet line ~~date~~items. The ofrestatement ~~M&K’s~~impacted ~~engagement~~certain line items within cash flows from operations, and impacted the ~~Registrant~~income ~~did~~statement ~~not~~and ~~consult~~balance sheet. We ~~with~~expect M&to file in the near future an amendment to the previous Annual Report on Form 10-K ~~with~~for the period ended August 31, 2008 which ~~regard~~will ~~to:~~contain the restated financial statements for that same period.

~~(1)~~We ~~the~~have requested ~~application~~our ofindependent ~~accounting~~accountant ~~principles~~ to furnish us as promptly as possible a ~~specified~~letter ~~transaction,~~addressed ~~either~~to ~~completed~~the orCommission ~~proposed:~~stating whether orthe independent accountant agrees with the ~~type~~statements ofmade ~~audit~~in ~~opinion~~this ~~that~~Form ~~might~~8-K bein ~~rendered~~response onto this Item 4.02 and, if not, to state the ~~registrant~~respects in which it does not agree. We will file an amended Form 8-K to include our independent accountant’s ~~financial~~letter ~~statements;~~as oran exhibit to this filed Form 8-K no later than two business days after we receive their response letter.

(2) Any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

	IMPERIALI, INC.
	Imperiali, Inc.
January 14, 2009	By:	/s/ Daniel Imperato
Date: January 19, 2009	By:	/s/ Daniel Imperato
		Daniel Imperato
		Interim Non-Executive Chairman Emeritus

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