UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~November~~February 3028, ~~2008~~2009

¨	TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE EXCHANGE ACT

Imperiali, Inc.

(Name of Small Business Issuer as Specified in Its Charter)

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

222 Lakeview Avenue, Suite 160

West Palm Beach, Florida 33401

(Address of Principal Executive Offices)

(561) 805-9494

(Issuer’s Telephone Number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Class – Common Stock, 3639,~~961~~643,319 shares outstanding as of ~~January~~May 194, 2009.

Imperiali, Inc.

Form 10-Q

For the Quarter Ended ~~November~~February 3028, ~~2008~~2009

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets at November 30, 2008 (unaudited) and August 31, 2008	3
	Balance Sheets at February 28, 2009 (unaudited) and August 31, 2008	3
	Statements of Operations for the three-month periods ended November 30, 2008 and November 30, 2007(unaudited)	4
	Statements of Operations for the three and six month periods ended February 28, 2009 and February 29, 2008(unaudited)	4
	Statements of Cash Flows for the three-month periods ended November 30, 2008 and November 30, 2007 (unaudited)	5
	Statements of Cash Flows for the six-month periods ended February 28, 2009 and February 29, 2008 (unaudited)	6
	Notes to Financial Statements	67
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	910
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1416
Item 4.	Controls and Procedures	1416
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	1517
Item 1A	Risk Factors	1517
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	1517
Item 3	Defaults Upon Senior Securities	1517
Item 4	Submission of Matters to a Vote of Security Holders	1517
Item 5	Other Information	1517
Item 6.	Exhibits	1517
	Exh. 31.1 Section 302 Certification of Chief Executive Officer
	Exh. 31.2 Section 302 Certification of Chief Financial Officer
	Exh. 32.1 Section 906 Certification of Chief Executive Officer
	Exh. 32.2 Section 906 Certification of Chief Financial Officer
	Signatures	1618

PART I.

ITEM 1 - FINANCIAL STATEMENTS

Imperiali, Inc.

(a Development Stage Company)

Balance Sheets

As of ~~November~~February 3028, ~~2008~~2009 and August 31, 2008

(Unaudited)

	As of November 30, 2008			As of August 31, 2008
	February 28, 2009			August 31, 2008
				(restated)
ASSETS
Current assets:
Cash	$	78,~~877~~827		$	3,059
Total current assets		78,~~877~~827			3,059
Fixed assets (net of accumulated depreciation of $325 and $160 at November 30, 2008 and August 31, 2008 respectively)		5,904			840
Fixed assets (net of accumulated depreciation of $751 and $160 at February 28, 2009 and August 31, 2008 respectively)		6,004			840
Total assets	$	1314,~~781~~831		$	3,899
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable – related party	$	2039,~~000~~469		$	—43,000
Accounts payable		1558,~~094~~235			—1,651
Note payable and accrued interest – related party		~~272~~288,~~324~~975			269,262
Total current liabilities		~~307~~386,~~418~~679			~~269~~313,~~262~~913
Stockholders' deficit:
Common stock; $.001 par value; authorized - 500,000,000 shares; 36,961,319 shares issued and outstanding at November 30, 2008 and August 31, 2008		36,961			36,961
Common stock; $.001 par value; authorized - 500,000,000 shares; 39,643,319 and 36,961,319 shares issued and outstanding at February 28, 2009 and August 31, 2008, respectively		39,643			36,961
Additional paid in capital		1624,~~133~~642,~~539~~857			16,~~133~~469,539
Accumulated deficit		(16,464,137	)		(16,435,863	)
Accumulated deficit prior to entering the development stage		(15,983,833	)		(15,983,833	)
Total stockholders' deficit		(293,637	)		(265,363	)
Accumulated deficit since entering the development stage		(9,070,515	)		(832,681	)
Total liabilities and stockholders' deficit	$	13,781		$	3,899
Total stockholders' deficit		(371,848	)		(310,014	)
Total liabilities and stockholders' deficit	$	14,831		$	3,899

~~See~~The accompanying notes to ~~financial~~are an integral part of these financial statements

IMPERIALI, INC.

(a Development Stage Company)

Statements of Operations

For the three and six months ended ~~November~~February 3028, ~~2008~~2009 and ~~November~~February 3029, ~~2007~~ 2008

~~(Unaudited)~~and the period from September 1, 2007 to February 28, 2009

	For the Three Months
	Ended November 30,
	2008			2007
Consulting Income	$	80,002		$	216,000
Total Income		80,002			216,000
Expenses:
Employees and Consulting		40,000			234,564
General and administrative		54,782			324,213
Total Operating Expenses		94,782			558,777
Net Loss from Operations		(14,780	)		(342,777	)
Other Income (Expenses):
Interest Expense		(13,494	)		—
Interest and Dividend Income		—			22,689
Total Other Income (Expenses)		(13,494	)		22,689
Net Loss for the period	$	(28,274	)	$	(320,088	)
Earnings (loss) per common share – basic and diluted	$	(0.00	)	$	(0.01	)
Weighted avg. common shares out. – basic and diluted		36,961,319			36,961,319

(unaudited)

See notes to financial statements

	For the Three months ended						For the Six months ended
	February 28, 2009			February 29, 2008			February 28, 2009			February 29, 2008			Development Stage (Sept. 1, 2007 to Feb. 28, 2009)
				(Restated)						(Restated)
Dividend Income	$	—		$	36		$	—		$	725		$	735
Total Income		—			36			—			725			735

Expenses:
Employees and Related Party Consulting		8,067,756			9,000			8,107,756			172,158			8,146,663
General and administrative		45,481			19,363			100,263			341,953			203,010
Total Operating Expenses		8,113,237			28,363			8,208,019			514,111			8,349,673
Net Income (loss) from Operations		(8,113,237	)		(28,327	)		(8,208,019	)		(513,386	)		(8,348,938	)

Other Income (Expenses):
Other Expense														(680,000	)
Interest expense		(16,321	)		—			(29,815	)		—			(41,577	)
Net Loss for the period	$	(8,129,558	)	$	(28,327	)	$	(8,237,834	)	$	(513,386	)	$	(9,070,515	)

Earnings (loss) per common share – basic and diluted	$	(0.216	)	$	(0.001	)	$	(0.221	)	$	(0.014	)

Weighted avg. common shares out. – basic and diluted		37,557,617			36,955,714			37,259,468			36,937,600

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

IMPERIALI, INC.

~~Statements of Cash Flows~~(a Development Stage Company)

~~For~~Statement ~~the~~of ~~three~~Changes ~~months~~in ~~ended~~Stockholders' ~~November~~Equity ~~30, 2008 and November 30, 2007~~(Deficit)

~~(Unaudited)~~From August 31, 2006 to February 28, 2009

	For the Three Months Ended November 30, 2008			For the Three Months Ended November 30, 2007
Cash flow from operating activities:
Net loss	$	(28,274	)	$	(320,088	)
Depreciation expense		160			—
Adjustments to reconcile net loss to net cash used in by operating activities:
Change in accounts payable and accrued expenses		23,432			(65,336	)
Net cash (used in) operating activities		(4,682	)		(385,424	)
Cash flows from investing activities:
Loan receivable		—			(150,000	)
Capital expenditures		(500	)		—
Net cash (used in) investing activities		(500	)		(150,000	)
Cash flows from financing activities: Net proceeds from (repayments on) related party note		(10,000	)		300,000
Advances from related party		20,000			—
Proceeds from sale of common stock		—			72,963
Net cash provided by financing activities		10,000			372,963
Net increase (decrease) in cash		4,818			(162,461	)
Cash at beginning of period		3,059			189,368
Cash at end of period	$	7,877		$	26,907
Supplemental Cash Flow Information:
Income taxes paid in cash		—			—
Interest paid in cash		—			—
Non Cash Items:
Fixed assets purchased with accounts payable		4,724			—

(unaudited)

See notes to financial statements

	Shares		Amount		Additional Paid in Capital		Accumulated Deficit Prior to Entering the Development Stage			Deficit Accumulated Since Entering the Development Stage			Total

Balance August 31, 2006		20,358,486	$	20,358	$	11,760,605	$	(11,171,422	)	$	-		$	609,541

Issuance of common stock		16,561,000		16,561		4,358,828		-			-			4,375,389

Net loss for the year		-		-		-		(4,812,411	)		-			(4,812,411	)
Balance August 31, 2007		36,919,486	$	36,919	$	16,119,433	$	(15,983,833	)	$	-		$	172,519

Capital contribted by shareholder		-		-		336,000		-			-			336,000
Shares sold for cash		41,833		42		14,106		-			-			14,148
Net loss for the year								-			(832,681	)		(832,681	)
Balance August 31, 2008		36,961,319	$	36,961	$	16,469,539	$	(15,983,833	)	$	(832,681	)	$	(310,014	)

Capital contribted by shareholder		-		-		130,000		-			-			130,000
Stock based compensation		2,682,000		2,682		8,043,318								8,046,000
Net loss for the year								-			(8,237,834	)		(8,237,834	)
Balance February 28, 2009		39,643,319	$	39,643	$	24,642,857	$	(15,983,833	)	$	(9,070,515	)	$	(371,848	)

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

IMPERIALI, INC.

(a Development Stage Company)

Statements of Cash Flows

For the three months ended February 28, 2009 and February 29, 2008

and the period from September 1, 2007 to February 28, 2009

(unaudited)

	For the Six Months Ended February 28, 2009			For the Six Months Ended February 29, 2008			Development Stage (Sept. 1, 2007 to Feb. 28, 2009)
				(Restated)
Cash flow from operating activities:
Net loss	$	(8,237,834	)	$	(513,386	)	$	(9,070,515	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		8,046,000			—			8,046,000
Write-off of Kaiser Himmel loan		—			—			680,000
Depreciation expense		591			80			751
Change in operating assets and liabilities:
Other assets		—			—			9,765
Notes Receivable		—			—			(680,000	)
Change in accounts payable and accrued expenses		69,180			(208,135	)		98,979
Net cash (used in) operating activities		(122,063	)		(721,441	)		(915,020	)

Cash flows from investing activities:
Capital expenditures		(5,755	)		(1,000	)		(6,755	)
Net cash (used in) investing activities		(5,755	)		(1,000	)		(6,755	)

Cash flows from financing activities:
Net proceeds from related party note		3,586			300,000			261,086
Net capital contribution from shareholder		130,000			234,891			466,000
Proceeds from sale of common stock		—			14,147			14,148
Net cash provided by financing activities		133,586			549,038			741,234

Net increase (decrease) in cash		5,768			(173,403	)		(180,541	)
Cash at beginning of period		3,059			189,368			189,368
Cash at end of period	$	8,827		$	15,965		$	8,827

Supplemental Cash Flow Information:
Income taxes paid in cash		—			—			—
Interest paid in cash	$	3,259			—		$	3,259

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

Imperiali Inc.

(a Development Stage Company)

Notes To Financial Statements

(~~Unaudited~~unaudited)

Note 1 - Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Imperiali’s annual financial statements and notes thereto filed with the SEC on form 10-K/A for the year ended August 31, 2008. The interim financial information presented in this report is done so following the instructions to Form 10-Q. Accordingly, they do ~~not~~ not include all of the information and footnotes required by accounting ~~principles~~ principles generally accepted in the United States of America for financial statements. In the opinion of management, all adjustments, consisting of normal ~~recurring~~ recurring accruals considered necessary for a fair presentation, have been included. Operating results for the three months ended ~~November~~February 3028, ~~2008~~2009 are not necessarily indicative of the results that may be expected for the year ending August 31, 2009.

Note 2 – Going Concern

Imperiali’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlements of liabilities and commitments in the normal course of business for the foreseeable future. The company has insufficient working capital to meet operating needs for the next twelve months as of ~~November~~February 3028, ~~2008~~2009, which raises doubt about Imperiali’s ability to continue as a going concern.

Note 3 – Organizational Information

Nature of Business

Imperiali, Inc. is a team of global expansion and business development company experts that are strategically positioned around the globe to identify emerging companies that wish to align with strategic partners to grow their businesses, and raise capital for business development and telecommunications infrastructure. The Company is currently in the development stage.

Note 4 – Note Payable

As of ~~November~~February 3028, ~~2008~~2009 the company has a note payable due of $~~247~~251,~~500~~086, plus $2437,~~824~~889 in accrued interest, to Daniel Imperato a member of the Board of Directors and the interim CEO. As of August 31, 2008, the balance of the note was $257,~~000~~500, plus $1211,~~262~~762 in accrued interest.

Note 5 - Guaranteed Commitments

The Company leases approximately 12,000 square feet of space at 529 Flagler Drive and the mailing address is 222 Lakeview Avenue, Suite 160, West Palm Beach, Florida USA 33401. The office space is used for sales, administrative offices, and customer support. ~~In addition the company has offices in New York, New York and Washington, D.C.~~

Note 6 - Related Party Transactions

In January 2008, the Company's Chief Executive Officer, Daniel Imperato was issued 10,000,000 shares of common stock for advances and costs due to the Company to support operations, provide working capital and compensation from October 2005 to the current year. In addition included in current liabilities is $20,000 of accrual expenses owed to Mr. Imperato for travel and miscellaneous expenses incurred on behalf of the company.

The company also owes Mr. Imperato $272,324 related to a note payable and accrued interest, which is described in Note 4.

Note 7 – Restatement

The Company has restated its previously issued August 31, 2008 financial statements for matters related to the following: shares outstanding, depreciation expense, interest expense, and accounts payable. The following is a summary of the restatements for August 31, 2008:

BALANCE SHEET

	Previously reported						Restated
	8/31/2008			Net Change			8/31/2008
ASSETS
Cash		59			3,000			3,059
Total current assets		59						3,059
Fixed Assets, net		1,000			(160	)		840
Total Assets		1,059			2,840			3,899
LIABILITIES
AP and other current liabilities		191			(191	)		-
Note payable and accrued interest - related party		257,500			11,762			269,262
Total current liabilities		257,691			11,571			269,262
STOCKHOLDER'S EQUITY
Common Stock		48,201			(11,240	)		36,961
APIC		16,122,299			11,240			16,133,539
Accumulated Deficit		(16,427,132	)		(8,731	)		(16,435,863	)
Total shareholder's equity		(256,632	)		(8,731	)		(265,363	)
Total liabilities and equity		1,059			2,840			3,899

~~STATEMENT OF~~Note ~~OPERATIONS~~6 - Related Party Transactions

	Previously reported						Restated
	8/31/2008			Net Change			8/31/2008
Revenue
Consulting Income		343,173						343,173
I/C Income		22,000						22,000
Interest and dividends		735						735
Total Revenue		365,908			—			365,908
Expenses
Consulting and employee costs		137,720			(3,000	)		134,720
General and administrative		93,706			(31	)		93,675
Bad debt write off		680,000						680,000
Total Expenses		911,426			(3.031	)		908,395
Operating Income		(545,518	)		3,031			(542,487	)
Other income		-						-
Interest expense		-			11,762			11,762
Net Income		(545,518	)		(8,731	)		(554,249	)
Earnings (loss) per share (basic and diluted)		(0.01	)					(0.01	)
Weighted average common shares(basic and diluted)		36,961,319						36,961,319

Included in current liabilities is $39,469 of accrual expenses owed to Mr. Imperato for travel and miscellaneous expenses incurred on behalf of the company. The Company also received capital contributions of $130,000 from shareholders during the quarter ended February 28, 2009.

The ~~result~~company ofalso ~~these~~owes ~~restatements~~Mr. isImperato ~~an increase in the net loss of~~ $8288,~~731~~975 ~~and~~related ~~an increase~~to ina ~~stockholders’~~note ~~equity~~payable ofand $2accrued interest,~~840. There~~ which is nodescribed ~~change~~in ~~to basic~~Note ~~or diluted earnings per share~~4.

Note 7 - Entry into a Material Definitive Agreement

On February 10, 2009, the company entered into an agreement with three entities controlled by Mr. Imperato that had been providing management, marketing and consulting services to the company for an extended period of time. Pursuant to the terms of the agreement, the Company issued 2,682,000 shares of common stock for these services. The consideration for this transaction consisted solely of Company common stock valued at $3.00 per share, thereby totaling $8,046,000, which has been recorded as stock-based compensation on the Statement of Operations. The capitalization of the Company now consists of 39,643,319 shares of common stock outstanding. The $3.00 per share value was the last price at which the Company sold its common stock, and was used as the market value of the stock for this transaction.

Note 8 - Unregistered Sales of Equity Securities

Pursuant to the share transaction described above in Note 7, on February 10, 2009, the Company issued 2,682,000 shares of its common stock to entities controlled by Mr. Imperato. These persons were the only offerees in connection with this transaction. The registrant relied upon section 4(2) and Regulation D of the Securities Act of 1933, as amended.

Note 9 – Restatement

The Company has restated its previously issued February 29, 2008 financial statements for matters related to the following: revenue, operating expense and depreciation expense. The following is a summary of the restatements for February 29, 2008:

STATEMENT OF OPERATIONS

	Previously reported						Restated
	Six months ended 2/29/2008			Adjustment			Six months ended 2/29/2008
Revenue
Consulting Income	$	286,000		$	(286,000	)	$	—
I/C Income		22,000			(22,000	)		—
Interest and dividends		725			—			725
Total Revenue	$	308,725		$	(308,000	)	$	725

Expenses
Employee and related party consulting costs		243,564			(71,406	)		172,158
General and administrative		343,576			(1,703	)		341,873
Depreciation Expense		—			80			80
Total Expenses		587,140			(73,029	)		514,111
Operating Income		(278,415	)		(234,971	)		(513,386	)

Other (income)expense		—			—			—
Net Income (loss)	$	(278,415	)	$	(234,971	)	$	(513,386	)
Earnings (loss) per share (basic and diluted)	$	(0.006	)	$	(0.02	)	$	(0.014	)
Weighted average common shares (basic and diluted)		48,200,986			(11,263,386	)		36,937,600

The result of these restatements is an increase in the net loss of $234,971.

This Amendment to our Quarter Report on Form 10-Q for the quarter ended February 29, 2008 is filed to amend certain errors in the following sections: shares outstanding, cash, depreciation expense, interest expense, accounts payable and Shareholders Equity.

Except as required to reflect the change noted above, this Form 10-Q does not attempt to modify or update any other disclosures set forth in our Quarter Report on Form 10-Q. Additionally, this Form 10-Q does not purport to provide a general update or discussion of any other developments of the Company subsequent to the original filing. The filing of this Form 10-Q shall not be deemed an admission that the original filing, when made, included any untrue statement of material fact or omitted to state a material fact necessary to make a statement not misleading.

1 - Consulting income was overstated by $308,000, which should have been reported as capital contributed from shareholder.

2 – Consulting expenses and G&A expenses were overstated by $73,109.

3 – Depreciation expense was understated by $ 80.

ITEM 2 MANAGEMENT’S DISCUSSION and ANALYSIS or PLAN of OPERATIONS

The following discussion should be read in conjunction with our unaudited financial statements and notes thereto.

Forward-Looking Statements

This quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that we desire to effect; Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks,”; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. All forward-looking statements attributable to us are expressly qualified in their entirety by the forgoing cautionary statement.

Overview

~~Our~~On ~~investment~~November ~~objective is to generate both current income and capital appreciation to deliver superior~~6, risk adjusted returns to investors through investment in the debt and equity securities of privately and publicly held micro-cap companies (market capitalization below $50 million) that are based in the U.S. and that offer products and services that can be successfully expanded2008, ~~marketed and sold in commercially viable international markets. Our principals’ experience combines economic and financial analysis with expertise in business strategy and planning~~Imperiali, ~~market and demand forecasting, policy analysis, and technology development strategy~~Inc. ~~They~~filed ~~have worked on~~ a ~~variety~~Form ofN-54C ~~matters,~~with ~~such as mergers and acquisitions, new product introductions, strategy and capital investment decisions,~~ the ~~outcomes~~SEC ~~of which often have significant implications~~withdrawing ~~or consequences for~~ the ~~parties~~Company’s ~~involved.~~election Weto ~~will~~be ~~offer~~regulated ~~our~~as ~~portfolio companies~~ a ~~wide~~business ~~array of services such as strategy~~ development, ~~performance improvement,~~company ~~corporate~~pursuant ~~portfolio~~to ~~analysis,~~the ~~market~~Investment ~~demand~~Company ~~and~~Act ~~new product strategies, evaluation~~ of ~~intellectual property and other assets and competition analysis~~1940. Matters such as these often require independent analysis, and as a result, companies (such as our portfolio companies) must outsource this work to outside experts. We expect that our portfolio companies will turn to us because we can provide qualified economic and financial experts to address a wide variety of matters.

The Company is now pursuing a business model whereby it would consolidate its subsidiaries and provide global business development consulting services (the “New Business Model”). Specifically, the Company will identify client companies and assist them with their global expansion, and provide them with business advice and management expertise related thereto. Under the New Business Model, the Company will at all times be managed and conduct its activities in such a way as to not act as an “investment company” subject to regulation under the 1940 Act. Thus, it will not hold itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. In addition, the Company will conduct its business in such a manner as to ensure that it will at no time own or propose to acquire investment securities having a value exceeding 40 percent of the Company's total assets at any one time. The Company has recently implemented a share exchange whereby shareholders of each of the Company’s subsidiaries may exchange the subsidiary shares for Company shares on a 1:1 basis.

Plan of Operation

WeImperiali, Inc. ~~were~~(the “Company”) was incorporated in Florida on September 27, 1994 ~~by Daniel J. Imperato~~ under the name Automated Energy Security Inc.

From September 1994 through March 1999, the Company provided energy management services and intelligent security for residential dwellings, commercial buildings and government facilities. In 1994, the Company purchased all of the patented technology, software and patents pending on the Wide Area Energy Savings System known as “TESS” (Total Energy Security System) from Associated Data Consultants, Inc. In 1998, after Bell Atlantic (one of our strategic partners) withdrew from the development of TESS and engaged in litigation with Associated Data, the Company abandoned our business operations related to TESS.

In March 1999, we changed our name to New Millennium Development Group, Inc. and our business operations to media and telecommunications, focusing on connectivity solutions, storage, fiber optic cable systems, security and the international long distance market. Our plan was to spearhead a sub sea fiber optic cable system connecting 70 countries around the globe. In furtherance of the plan the Company entered into Memoranda of Understanding with 30 countries, completed landing party site and ocean surveys, arranged long-term financing and selected vendors and subcontractors for fiber optic cable and equipment. During the process, however, the price of cable systems skyrocketed, forcing us to reconsider our business plans and projections. The Company retained the services of an independent consultant who concluded that not only would increasing cable prices decrease long-term gains, the rapid development of the internet and Intellectual Property systems would render obsolete the market for fiber optic cable. Accordingly, in mid 2001 we shifted our focus away from fiber optic cable systems and concentrated on Voice over Internet Protocol (VOIP) and related services including high-speed wireless standard ISP and broadband services; international calling cards; video conferencing and related IP products.

Failed corporate history, management infighting, the tragedy of September 11, 2001 and the general economic downturn especially related to technology, led us to cease business operations in mid-2002 until mid-2005. However, during this time, Mr. Imperato, the Company’s Chairman, at the time, and majority shareholder, worked to maintain management relationships with previous businesses, associates and professionals for the eventual resurrection of business operations.

In November 2005, we changed our name to Imperiali, Inc. and commenced operations as an investment company. To date, the activities of our principals have largely been limited to organizational matters and fund raising. We have commenced the private placement of up to 10 million of the Company's common shares in an offering (the "Offering") exempt from the registration requirements of the Securities Act of 1933 ("1933 Act") pursuant to Section 4(2) thereof and Regulation D ("Regulation D") there under. At August 31, 2007, the Company’s total assets were $3,699,133 and its net asset value per share (“NAV”) was $.10. Upon the closing of the Offering, the Company's common shares will be owned by numerous persons that are both "accredited investors," as that term is defined in Regulation D, and "qualified clients" within the meaning of the Investment Advisers Act of 1940 (the "1940 Act"),

In addition to our internal Company resources, we believe that we will be able to provide such advice and assistance by using our extensive international network of agents and affiliates, located in many countries and regions and spanning more than five continents. This network, which we refer to as Imperiali Inc.’s Global Advisory Team, is able to monitor and in some cases influence events, prudently utilizing the tools and leverage that the portfolio company’s business model affords, endeavoring to mitigate risks and safeguard investments, with the idea of protecting the Company’s shareholders’ interest.

We have filed an election with the Securities and Exchange Commission to be regulated as a business development company under the 1940 Act and expect that election to become effective after the effective date of this Registration Statement. As a business development company, we intend to focus primarily on micro-cap companies with sales of $25-$50 million and a strong domestic presence, with a key product or service that is globally marketable. Micro-cap companies (market capitalization below $50 million) are more likely than larger companies to focus on innovative products and services. Due to the high cost of competition on a global scale, these micro-caps are losing market share. They may not have the advertising dollars to compete, may lack access to long-term debt financing for expansion and manufacturing and, more generally, they lack the experience and contacts to access new global markets.

~~We view~~From ~~this~~September ~~problem~~1994 ~~for~~through ~~micro-cap~~March ~~companies~~1999, toour beCompany anprovided ~~opportunity~~energy ~~for~~management services usand tointelligent ~~assist~~security ~~them~~for residential dwellings, commercial ~~with~~buildings ~~the~~and ~~competitive~~government ~~edge~~facilities. ~~they~~In ~~require~~1994, tothe ~~expand~~Company ~~and~~purchased toall ~~grow~~of ~~top-line revenues.~~the ~~Extending~~patented ~~the~~technology, ~~assistance~~software ofand ~~Company~~patents ~~management~~pending ~~personnel~~on by the ~~use~~Wide ofArea ~~our~~Energy ~~Global~~Savings ~~Advisory~~System ~~Team,~~known weas ~~can~~“TESS” ~~assist~~(Total ~~our~~Energy ~~portfolio~~Security ~~companies~~System) ~~expand~~from ~~globally,~~Associated ~~identify~~Data ~~capital~~Consultants, ~~and~~Inc. ~~political~~In ~~resources~~1998, ~~adapt~~after toBell ~~local~~Atlantic ~~customs~~(one ~~and~~of ~~operating~~our strategic ~~requirements~~partners) inwithdrew ~~international~~from ~~markets,~~the ~~access~~development ~~new~~of ~~consumers,~~TESS ~~new~~and ~~sources~~engaged ~~of materials~~in ~~and~~litigation ~~remote~~with Associated ~~manufacturing options~~Data, ~~and~~the ~~generally~~Company ~~make~~abandoned ~~the~~our ~~best possible~~ business ~~decisions~~operations related to TESS.

WeIn ~~favor~~March ~~companies~~1999, ~~that~~we ~~present~~changed ~~opportunities~~our ~~for~~name ~~superior~~to ~~performance~~New ~~through~~Millennium ~~internal growth~~Development Group, ~~product~~Inc. orand ~~geographic~~our business ~~expansion,~~operations ~~the~~to ~~completion~~media ofand ~~complementary~~telecommunications, ~~add-~~focusing on connectivity ~~acquisitions~~solutions, orstorage, ~~industry~~fiber ~~consolidations~~optic cable systems, security and the international long distance market. WeOur ~~would~~plan ~~prefer~~was to bespearhead a ~~majority~~subsea fiber optic cable ~~investor~~system connecting 70 countries around the globe. In furtherance of the plan the Company entered into Memoranda of Understanding with 30 countries, ~~without~~completed landing aparty ~~fixed~~site ~~time~~and ~~horizon~~ocean surveys, arranged long-term financing and selected vendors and subcontractors for fiber optic cable and equipment. During the process, ~~liquidation~~however, the price of cable systems skyrocketed, forcing us to reconsider our ~~investments~~business plans and projections. The Company retained the services Weof ~~may~~an ~~continue~~independent toconsultant ~~provide~~who ~~capital~~concluded ~~for~~that ~~add~~not only would increasing cable prices decrease long-onterm ~~acquisitions~~gains, ~~that~~the ~~help~~rapid ~~build~~development ~~value~~of the internet and ~~after~~Intellectual Property systems would render obsolete the ~~initial~~market ~~closing~~for fiber optic cable. Accordingly, in mid 2001 we shifted our focus away from fiber optic cable systems and concentrated on Voice over Internet Protocol (VOIP) and related services including high-speed wireless standard ISP and broadband services; international calling cards; video conferencing and related IP products.

~~Once we~~Failed ~~have~~corporate ~~identified~~history, amanagement ~~target portfolio company~~infighting, wethe ~~will~~tragedy ~~conduct~~of ~~our~~September ~~due diligence~~11, ~~and,~~ as2001 ~~appropriate, determine whether to either (i) invest~~ and ~~advise or (ii)~~ ~~merely advise~~ the ~~portfolio~~general ~~company~~economic ~~for~~downturn aespecially ~~fee.~~related ~~Once we have decided~~ to ~~advise the portfolio company~~technology, weled ~~can~~us ~~distribute~~to ~~the portfolio company’s~~ cease business ~~plan or~~operations ~~other~~in ~~corporate~~mid-2002 ~~literature~~until tomid-2005. ~~our~~However, ~~agents~~during ~~and~~this ~~affiliates~~time, ~~in over 70 countries~~Mr. ~~Based~~Imperato, ~~upon~~ the ~~feedback~~Company’s ~~from~~Chairman, at the ~~various~~time, ~~local agents~~ and ~~their~~majority ~~local markets~~shareholder, we ~~will determine how~~ worked to ~~proceed~~maintain tomanagement ~~assist~~relationships ~~the~~with ~~portfolio~~previous ~~company~~businesses, inassociates ~~pursuing~~ and ~~executing~~professionals ~~viable~~for ~~growth opportunities and strategies in~~ the ~~countries~~eventual ~~where~~resurrection ~~our business~~of ~~contacts have indicated clear~~ business ~~interest and market viability~~operations. Methods of expansion we may recommend to our portfolio companies include, but are not limited to, strategic partnering, joint venture, licensing with royalty agreement, regional distribution networks, regionalized manufacturing, and entry into the public markets.

In ~~addition~~November to2005, ~~investing~~we inchanged ~~and~~our ~~assisting~~name ~~portfolio~~to ~~companies~~Imperiali, weInc. ~~will~~and ~~have~~commenced operations ~~opportunities~~as ~~created~~a ~~through~~business ~~our~~development ~~relationship~~company ~~with~~an ~~the~~investment ~~Imperiali~~company ~~Organization, which~~and ~~has~~elected ~~contractually agreed~~ to ~~serve~~be regulated as ~~the~~a business development ~~team~~by ~~for~~the ~~Imperiali Inc.~~Securities ~~The~~and ~~Imperiali~~Exchange ~~Organization~~Commission under ~~has~~the anInvestment ~~ongoing~~Company ~~series~~Act of1940. ~~projects~~As ~~which~~a ~~have~~business ~~(or~~development company, we ~~may~~were ~~have)~~primarily ~~application~~engaged toin the ~~global~~business ~~marketplace.~~of ~~Through~~furnishing ancapital ~~agreement~~and ~~between~~making ~~Imperiali~~available ~~Organization~~managerial ~~and~~assistance ~~the~~to ~~Company,~~companies wethat ~~will~~do not have ~~the~~ready ~~first~~access ~~right~~to capital ofthrough ~~refusal on~~conventional ~~any~~financial ~~and~~channels. ~~all~~As ~~projects~~a ~~created~~business ~~and~~development company ~~developed~~we bywere ~~the~~required ~~Imperiali~~to comply with numerous regulatory ~~Organization~~requirements.

InOn ~~summary~~November 19, as2007, aour ~~business~~Company ~~development~~entered ~~company~~into ~~Imperiali~~an ~~Inc.~~initial ~~looks~~subscription ~~to globalize and~~agreement ~~grow~~with ~~viable~~Kaiser ~~micro-cap~~Himmel ~~companies~~Corporation by(“Kaiser”) ~~investing~~whereby inKaiser ~~them~~agreed to ~~and/or~~purchase ~~advising~~10,000,000 ~~them~~shares ~~by utilizing~~of our ~~international~~Company’s ~~teams,~~common ~~residing~~stock in ~~many~~exchange ~~international markets and~~for ~~who~~Kaiser ~~have~~transferring to the ~~intellectual,~~Company ~~cultural,~~1.6 ~~financial,~~million ~~political~~shares ~~and~~of ~~operational~~Sprint Nextel common ~~capabilities~~stock, ~~combined~~which ~~with~~Kaiser aindicated ~~global~~was ~~vision,~~held toin ~~connect~~the ~~growing~~name ~~companies~~of toKaiser ~~the~~at Bank of America. ~~world’s~~The ~~markets~~shares were purportedly restricted until October 2008.

~~Results~~Pursuant to the initial subscription agreement, (i) Kaiser agreed to provide non-cancellable instructions, along with all necessary and supporting documents related thereto, to Bank of ~~Operations~~America to directly transfer the 1.6 million shares Sprint Nextel stock to our Company’s stock account upon the expiration of the restrictions in October 2008. Such shares were valued at $23,800,120; and (ii) our Company agreed to loan Kaiser an aggregate of $380,000 at the current prime interest rate plus 1%, with such loan due and payable in October 2008. $150,000 was to be transferred to Kaiser upon execution of the subscription agreement, with the balance to be transferred to Kaiser within 30 days. Further, the Company agreed to deliver 10,000,000 shares of Company common stock to Kaiser.

The following table summarizes selected unaudited financial information for the three months ended November 30, 2008 compared to the three months ended November 30, 2007.

	For the Three Months
	Ended November 30,
	2008			2007
Consulting Income	$	80,002		$	216,000
Total Income		80,002			216,000
Expenses:
Employees and Consulting		40,000			234,564
General and administrative		54,782			324,213
Total Operating Expenses		94,782			558,777
Net Loss from Operations		(14,780	)		(342,777	)
Other Income (Expenses):
Interest Expense		(13,494	)		—
Interest and Dividend Income		—			22,689
Total Other Income (Expenses)		(13,494	)		22,689
Net Loss for the period	$	(28,274	)	$	(320,088	)
Earnings (loss) per common share – basic and diluted	$	.00		$	0.01
Weighted avg. common shares out. – basic and diluted		36,961,319			36,961,319

On November 22, 2007, our Company entered into a second subscription agreement with Kaiser whereby Kaiser agreed to purchase an additional 70,000,000 shares of our Company’s common stock in exchange for Kaiser transferring to our Company 11.8 million shares of Sprint Nextel common stock, which Kaiser indicated was held in the name of Kaiser at Bank of America. These shares were also purportedly restricted until October 2008.

~~During~~Pursuant to the ~~quarter~~second ~~ended~~subscription ~~November~~agreement, 30which was scheduled to close on February 28, 2008, we(i) ~~incurred~~Kaiser aagreed ~~net~~to ~~loss~~provide ofnon-cancellable ~~$28~~instructions,~~274.~~ ~~General~~along with all necessary and ~~administrative~~supporting ~~expenses~~documents related ~~primarily~~thereto, to ~~rent,~~Bank ~~salaries,~~of ~~telephone,~~America to ~~other~~directly ~~office~~transfer ~~costs~~the ~~and~~11.8 ~~costs~~million ~~associated~~shares ~~with~~Sprint ~~being~~Nextel astock ~~reporting~~to ~~company~~our ~~was~~Company’s ~~$54,782. Management~~stock ~~fees~~account ~~totaled~~upon ~~$40,000. Consulting income~~the ~~for~~expiration of the ~~quarter~~restrictions ofin October 2008. Such shares were valued at $80175,~~002~~525,880; ~~primarily~~and ~~consists~~(ii) ofour ~~fees~~Company ~~charged~~agreed to ~~related~~loan Kaiser ~~entities~~an ~~for~~aggregate ~~services~~of ~~performed. Overall~~$3,000,000 ~~expenses~~at ~~dropped significantly~~the ~~from~~current ~~the~~prime ~~prior~~interest ~~year~~rate ~~quarter~~plus 1%, asand ~~did consulting~~to ~~income~~deliver 70,000,000 shares of Company common stock to Kaiser.

~~General~~Upon ~~and~~closing ~~administrative~~of ~~expenses~~both ~~decreased~~of ~~$269,431~~these ~~when~~transactions ~~comparing~~Kaiser ~~the~~acquired ~~first quarter of 2008 to 2007~~80,000,000 ~~principally~~shares ~~due~~of toour Company ~~reduced travel~~ and ~~reduced~~controlled ~~legal fees related to preparing material for administrative hearings related to refund challenges~~62.5% ~~The general and administrative costs for the first quarter~~ of ~~2008 include~~ the ~~costs~~Company. ~~associated~~Eric ~~with~~Skys, ~~computer~~who owned and ~~internet expenses of $11,613,~~controlled ~~professional fees of $27~~Kaiser,~~000,~~ ~~insurance~~appointed ~~costs~~himself ofas ~~$8,552~~our ~~and~~Company’s ~~other~~chief ~~operating costs~~executive ~~of $7,617~~officer.

~~Interest~~Over the ~~expense~~next ofseveral ~~$13~~months,~~494~~ inmanagement infighting began to occur and the ~~quarter~~Company’s assets ~~ending~~began ~~November~~to 30disappear. On or about May 15, 2008, ~~covers~~Eric ~~accrued~~Skys was arrested by ~~interest~~the ~~payable~~Federal Bureau of Investigation (FBI). In late July 2008, a New York grand jury indicted Mr. Skys on charges that he tried to defraud several banks out of millions of dollars in an elaborate stock sale scheme. Mr. Skys was indicted on three counts of wire fraud and one count each of securities fraud and bank fraud. According to the ~~related~~U.S. ~~party~~attorney’s ~~loan~~office for the Southern District of New York, Mr. Skys, if convicted may face up to 110 years in prison and the greater of a $6 million fine or twice the gross gain or loss from his offense.

~~Liquidity~~Authorities said Mr. Skys contacted several banks in 2007 claiming he had 13.4 million shares of Sprint Nextel stock valued at $243,076,000 and ~~Capital~~he ~~Resources~~was seeking large sums of money in exchange for ownership interest in the Sprint Nextel stock. Mr. Skys said Kaiser received the shares as compensation for computer technology services, according to the court documents. Authorities also said that Mr. Skys was trying to induce the banks to give him cash or a loan in exchange for ownership interest in the shares. Authorities also said that as part of the scheme, Mr. Skys sent the banks fabricated documents and altered e-mails that showed Kaiser possessed the shares of Sprint Nextel stock. According to court documents, an FBI investigator interviewed representatives from Sprint Nextel, who said they never entered into a multi-million stock agreement with Kaiser.

~~The~~In ~~Company~~connection ~~had~~with ~~cash~~Mr. onSky’s ~~hand~~arrest, ofthe ~~$7,877~~FBI atseized ~~November~~all ~~30,~~of ~~2008~~our ~~and~~Company’s ~~had~~data center noequipment ~~other~~in ~~assets to~~Kaiser’s ~~meet~~possession. ~~ongoing~~To ~~expenses~~date, orcertain ~~debts~~Company ~~that~~funds ~~may~~provided to ~~accumulate.~~Kaiser Ashave ofnot ~~such~~been ~~date~~accounted for, weand ~~have accumulated~~no aCompany ~~deficit~~equipment ofhas ~~$16,464,137.~~been returned Asto ofthe ~~November~~Company ~~30,~~by ~~2008~~the weFBI. ~~had~~The ~~current liabilities~~Company ~~totaling~~loaned approximately $~~307~~680,~~418~~000 to Kaiser.

On May 29, 2008, at meeting of the Company’s Board of Directors, the board approved an agreement between the Company, Kaiser and Imperiali Organization, a company owned and controlled by Daniel J. Imperato, whereby in exchange for Imperiali Organization assuming the debt owed to the Company by Kaiser, Kaiser will transfer all of its assets, including accounts receivable, causes of action, software, hardware, and work in process for all software projects, prototypes, websites, trademarks, vehicles and source code, to Imperiali Organization.

~~The~~On ~~Company~~September ~~has~~1, ~~fixed assets~~2008, ~~net~~Mr. ofDaniel ~~accumulated~~J. ~~depreciation of $5~~Imperato,~~904~~ ~~and~~our ~~has~~Company’s ~~no commitment~~majority ~~for any additional capital expenditure and foresee none. However~~shareholder, we ~~will~~removed ~~incur~~the ~~routine~~Company’s ~~fees~~then ~~and~~current ~~expenses~~board ~~incident~~of todirectors ~~our~~and ~~reporting~~named ~~duties~~himself as a ~~reporting~~Interim ~~company,~~Non-Executive ~~and~~Chairman weEmeritus ~~will~~of ~~incur~~our ~~expenses~~Company, intreasurer ~~finding~~ and ~~investigating~~as a ~~possible~~member ~~acquisitions~~of ~~and~~our ~~other~~board ~~fees~~of ~~and~~directors; ~~expenses~~he inalso ~~the~~named ~~event~~Mr. weRichard ~~make~~E. Biggs as an ~~acquisition~~additional ormember ~~attempt~~of ~~but~~our ~~are~~board ~~unable~~of ~~to complete an acquisition~~directors. ~~Our~~He ~~cash requirements~~then ~~for~~cancelled ~~the~~all ~~next twelve months are relatively modest~~80, ~~principally~~000,000 ~~operational~~shares ~~accounting~~of ~~expenses~~Company ~~and~~stock ~~other~~issued ~~expenses relating~~ to ~~making~~Kaiser ~~filings required~~as ~~under~~a ~~the~~result ~~Securities Exchange Act~~ of ~~1934~~Kaiser’s ~~(the~~inability ~~“Exchange Act”), which~~to ~~should~~deliver ~~not~~the ~~exceed $1~~13.74 million inshares ~~the~~of ~~fiscal~~Sprint ~~year~~Nextel ~~ending~~stock ~~August 31, 2009. Any travel, lodging or other expenses which may arise related~~ to ~~finding,~~our ~~investigating and attempting to complete a combination with one or more potential acquisitions could also amount to thousands of dollars~~Company.

As of September 1, 2007, Imperiali did not meet the criteria of a business development company and entered the development stage.

On November 6, 2008, Imperiali, Inc. filed a Form N-54C with the SEC, formally withdrawing the Company’s election to be regulated as a business development company pursuant to the Investment Company Act of 1940.

The Company is now pursuing a business model whereby it would consolidate its subsidiaries and provide global business development consulting services (the “New Business Model”). Specifically, the Company will identify client companies and assist them with their global expansion, and provide them with business advice and management expertise related thereto. Under the New Business Model, the Company will at all times be managed and conduct its activities in such a way as to not act as an “investment company” subject to regulation under the 1940 Act. Thus, it will not hold itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Subsequent to year-end, the Company has implemented a share exchange whereby shareholders of each of the Company’s subsidiaries may exchange the subsidiary shares for Company shares on a 1:1 basis.

Results of Operations

The following table summarizes selected unaudited financial information for the three and six months ended February 28, 2009 compared to the restated three and six months ended February 29, 2008.

	For the Three months ended						For the Six months ended
	February 28, 2009			February 29, 2008 (restated)			February 28, 2009			February 29, 2008 (restated)
Dividend Income	$	—		$	36		$	—		$	725
Total Income		—			36			—			725

Expenses:
Employees and Related Party Consulting		8,067,756			9,000			8,107,756			172,158
General and administrative		45,481			19,363			100,263			341,953
Total Operating Expenses		8,113,237			28,363			8,208,019			514,111
Net Income (loss) from Operations		(8,113,237	)		(28,327	)		(8,208,019	)		(513,386	)
Other Income (Expenses):
Interest expense		(16,321	)		—			(29,815	)		—
Net Loss for the period	$	(8,129,558	)	$	(28,327	)	$	(8,237,834	)	$	(513,386	)
Loss per common share – basic and diluted	$	(0.216	)	$	(0.001	)	$	(0.221	)	$	(0.014	)
Weighted avg. common shares outstanding – basic and diluted		37,557,617			36,955,714			37,259,468			36,937,600

During the quarter ended February 28, 2009, the Company incurred a net loss of $8,129,558. General and administrative expenses related primarily to rent, salaries, telephone, other office costs and costs associated with being a reporting company was $45,481. Professional fees totaled $21,989, used for legal fees, accounting fees and consulting. The Company recorded an expense for stock based compensation in the amount approximately $8 million (2,682,000 shares at $3.00 per share).

General and administrative expenses increased $26,118 to $45,481, when comparing the second quarter of 2009 to 2008, primarily due to higher computer and internet expenses, higher filing expenses and increase in Insurance costs.

For the six months ended February 28, 2009 as compared to six months ended February 29, 2008, the Company incurred a net loss of $8,237,834 as compared to a loss of $513,386 (restated) for the prior year. The difference mainly is due to lower operating expenses in fiscal year 2009 and the recorded expense for stock based compensation in the amount approximately $8 million (2,682,000 shares at $3.00 per share).

Compared to the previous year, the six months ended February 28, 2009 experienced a threefold decrease in the cost of internet access and web- hosting expenses as it began to reestablish itself in the global business development consulting market. Through the use of more competitive providers, the elimination of in-house salaries, and an influx of capital, the company was able to expand its technological capabilities as it reorganizes and positions itself for its reintroduction. The costs of insurance, regulatory filings and professional fees remain a constant fixed cost.

Interest expense of $16,321 in the quarter ending February 28, 2009 covers accrued interest payable on the related party loan. Year to date interest expense is $29,815.

Liquidity and Capital Resources

The Company had cash on hand of $8,827 at February 28, 2009 and had no other assets to meet ongoing expenses or debts that may accumulate. As of such date, we have accumulated a deficit of $25,054,348. As of February 28, 2009 we had current liabilities totaling $386,679.

Operating Activities

The decrease of $122,063 in cash resulting from operating activities was primarily attributable to net cash used in operations of $191,243 offset by net increase in operating liabilities of $69,180.

Investing Activities

The Company has fixed assets, net of accumulated depreciation of $6,004 and has no commitment for any additional capital expenditure and foresee none. However, we will incur routine fees and expenses incident to our reporting duties as a reporting company, and we will incur expenses in finding and investigating possible acquisitions and other fees and expenses in the event we make an acquisition or attempt but are unable to complete an acquisition. Our cash requirements for the next twelve months are relatively modest, principally operational accounting expenses and other expenses relating to making filings required under the Securities Exchange Act of 1934 (the “Exchange Act”), which should not exceed $1.7 million in the fiscal year ending August 31, 2009. Any travel, lodging or other expenses which may arise related to finding, investigating and attempting to complete a combination with one or more potential acquisitions could also amount to thousands of dollars.

Financing Activities

The Company generated $133,586 from financing activities through the first six months, made up of capital contributions from shareholders.

We will only be able to pay our future debts and meet operating expenses by raising additional funds, acquiring a profitable company or otherwise generating positive cash flow. As a practical matter, we are unlikely to generate positive cash flow by any means other than acquiring a company with such cash flow. We believe that management members or shareholders will loan funds to us as needed for operations prior to completion of an acquisition. Management and the shareholders are not obligated to provide funds to us, however, and it is not certain they will always want or be financially able to do so. Our shareholders and management members who advance money to us to cover operating expenses will expect to be reimbursed, either by us or by the company acquired, prior to or at the time of completing a combination. We have no intention of borrowing money to reimburse or pay salaries to any of our officers, directors or shareholders or their affiliates.

Should existing management or shareholders refuse to advance needed funds, however, we would be forced to turn to outside parties to either loan money to us or buy our securities. There is no assurance whatsoever that wethe Company will be able to ~~raise~~ raise necessary funds from outside sources. Such a lack of funds could result in severe consequences to us, including among others:

	•	failure to make timely filings with the SEC as required by the Exchange Act, which also probably would result in suspension of trading or quotation in our stock and could result in fines and penalties to us under the Exchange Act;

	•	curtailing or eliminating our ability to locate and perform suitable investigations of potential acquisitions; or

	•	Inability to complete a desirable acquisition due to lack of funds to pay legal and accounting fees and acquisition-related expenses.

We hope to require potential candidate companies to deposit funds with us that we can use to defray professional fees and travel, lodging and other due diligence expenses incurred by our management related to finding and investigating a candidate company and negotiating and consummating a business combination. There is no assurance that any potential candidate will agree to make such a deposit.

Critical Accounting Policies

Financial Reporting Release No. 60 of the SEC encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of the financial statements. There are no current business operations or revenue generating activities that give rise to significant assumptions or estimates.

Our most critical accounting policies relate to the accounting and disclosure of related party transactions. Our financial statements filed as part of this report include a summary of the significant accounting policies and methods used in the preparation of our financial statements.

ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

ITEM 4 - Controls and Procedures

Management’s Report on Internal Control over Financial Reporting.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of ~~the~~August ~~end~~31, ~~of the period covered in this report~~2008, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Our~~Changes ~~management,~~in ~~including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our~~ internal ~~controls will prevent all error or fraud. A~~ control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company’s operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

14There were no changes in internal controls over financial reporting that occurred during the quarter ended February 28, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 1A - RISK FACTORS

Not applicable.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES

~~There~~Pursuant ~~were~~to nothe ~~changes~~share transaction described in ~~securities~~Note ~~and~~7, ~~small~~on ~~business~~February ~~issuer~~10, ~~purchase~~2009, the Company issued 2,682,000 shares of ~~equity~~its common stock to entities controlled by ~~securities~~Mr. ~~during~~Imperato. These persons were the ~~period~~only ~~ended~~offerees ~~November~~in 30connection with this transaction. The registrant relied upon section 4(2) and Regulation D of the Securities Act of 1933, ~~2008~~as amended.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended ~~November~~February 3028, ~~2008~~2009.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to the vote of securities holders during the period ended ~~November~~February 3028, ~~2008~~2009.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6. EXHIBITS and REPORTS on FORM 8-K.

(a)

EXHIBITS. The following exhibits are filed as part of this report.

31.1		Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 executed by the Principal Executive Officer of the Company
31.2		Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 executed by the Principal Financial Officer of the Company
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Executive Officer of the Company
32.2		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Principal Financial Officer of the Company

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

DATE: ~~January~~May 2014, 2009

	Imperiali Inc.,
	Registrant

	By	/s/ Daniel Imperato
	Daniel Imperato,
	Interim Non-Executive Chairman Emeritus
	Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	By	/s/ Daniel Imperato
	Daniel Imperato,
	Interim Non-Executive Chairman Emeritus,
	Director

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