Imperiali 10-Q 2009 Q1 Quarterly report

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 30, 2008

¨ 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, 36,961,319 shares outstanding as of January 19, 2009.

Imperiali, Inc.

Form 10-Q

For the Quarter Ended November 30, 2008

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets at November 30, 2008 (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 Cash Flows for the three-month periods ended November 30, 2008 and November 30, 2007 (unaudited)	5
	Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	15
Item 1A	Risk Factors	15
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3	Defaults Upon Senior Securities	15
Item 4	Submission of Matters to a Vote of Security Holders	15
Item 5	Other Information	15
Item 6.	Exhibits	15
	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	16

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PART I.

ITEM 1 - FINANCIAL STATEMENTS

Imperiali, Inc.

Balance Sheets

As of November 30, 2008 and August 31, 2008

(Unaudited)

	As of November 30, 2008			As of August 31, 2008
				(restated)
ASSETS
Current assets:
Cash	$	7,877		$	3,059
Total current assets		7,877			3,059
Fixed assets (net of accumulated depreciation of        $325 and $160 at November 30, 2008 and        August 31, 2008 respectively)		5,904			840
Total assets	$	13,781		$	3,899
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable – related party	$	20,000		$	—
Accounts payable		15,094			—
Note payable and accrued interest – related party		272,324			269,262
Total current liabilities		307,418			269,262
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
Additional paid in capital		16,133,539			16,133,539
Accumulated deficit		(16,464,137	)		(16,435,863	)
Total stockholders' deficit		(293,637	)		(265,363	)
Total liabilities and stockholders' deficit	$	13,781		$	3,899

See notes to financial statements

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IMPERIALI, INC.

Statements of Operations

For the three months ended November 30, 2008 and November 30, 2007

(Unaudited)

	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

See notes to financial statements

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IMPERIALI, INC.

Statements of Cash Flows

For the three months ended November 30, 2008 and November 30, 2007

(Unaudited)

	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			—

See notes to financial statements

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Imperiali Inc.

Notes To Financial Statements

(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 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 include all of the information and footnotes required by accounting principles generally accepted in the United States of America for financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the three months ended November 30, 2008 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 30, 2008, 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.

Note 4 – Note Payable

As of November 30, 2008 the company has a note payable due of $247,500, plus $24,824 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, plus $12,262 in accrued interest.

Note 5 - Guaranteed Commitments

The Company leases approximately 1,000 square feet of space at 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.

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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

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STATEMENT OF OPERATIONS

	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

The result of these restatements is an increase in the net loss of $8,731 and an increase in stockholders’ equity of $2,840.  There is no change to basic or diluted earnings per share.

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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 investment objective is to generate both current income and capital appreciation to deliver superior, 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 expanded, marketed and sold in commercially viable international markets. Our principals’ experience combines economic and financial analysis with expertise in business strategy and planning, market and demand forecasting, policy analysis, and technology development strategy. They have worked on a variety of matters, such as mergers and acquisitions, new product introductions, strategy and capital investment decisions, the outcomes of which often have significant implications or consequences for the parties involved. We will offer our portfolio companies a wide array of services such as strategy development, performance improvement, corporate portfolio analysis, market demand and new product strategies, evaluation of intellectual property and other assets and competition analysis. 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.

Plan of Operation

We were incorporated in Florida on September 27, 1994 by Daniel J. Imperato under the name Automated Energy Security Inc.

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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.  

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We view this problem for micro-cap companies to be an opportunity for us to assist them with the competitive edge they require, to expand and to grow top-line revenues. Extending the assistance of Company management personnel by the use of our Global Advisory Team, we can assist our portfolio companies expand globally, identify capital and political resources, adapt to local customs and operating requirements in international markets, access new consumers, new sources of materials and remote manufacturing options, and generally make the best possible business decisions. 

We favor companies that present opportunities for superior performance through internal growth, product or geographic expansion, the completion of complementary add-on acquisitions, or industry consolidations. We would prefer to be a majority investor, without a fixed time horizon for the liquidation of our investments. We may continue to provide capital for add-on acquisitions that help build value after the initial closing.

Once we have identified a target portfolio company, we will conduct our due diligence, and, as appropriate, determine whether to either (i) invest and advise or (ii) merely advise the portfolio company for a fee. Once we have decided to advise the portfolio company, we can distribute the portfolio company’s business plan or other corporate literature to our agents and affiliates in over 70 countries. Based upon the feedback from the various local agents and their local markets, we will determine how to proceed to assist the portfolio company in pursuing and executing viable growth opportunities and strategies in the countries where our business contacts have indicated clear business interest and market viability. 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 to investing in and assisting portfolio companies, we will have opportunities created through our relationship with the Imperiali Organization, which has contractually agreed to serve as the development team for Imperiali Inc. The Imperiali Organization has an ongoing series of projects which have (or may have) application to the global marketplace. Through an agreement between Imperiali Organization and the Company, we will have the first right of refusal on any and all projects created and developed by the Imperiali Organization.

In summary, as a business development company Imperiali Inc. looks to globalize and grow viable micro-cap companies by investing in them and/or advising them by utilizing our international teams, residing in many international markets and who have the intellectual, cultural, financial, political and operational capabilities, combined with a global vision, to connect growing companies to the world’s markets.

Results of Operations

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.

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	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

During the quarter ended November 30, 2008, we incurred a net loss of $28,274. General and administrative expenses related primarily to rent, salaries, telephone, other office costs and costs associated with being a reporting company was $54,782.  Management fees totaled $40,000.  Consulting income for the quarter of $80,002 primarily consists of fees charged to related entities for services performed.  Overall, expenses dropped significantly from the prior year quarter, as did consulting income.

General and administrative expenses decreased $269,431 when comparing the first quarter of 2008 to 2007, principally due to reduced travel and reduced legal fees related to preparing material for administrative hearings related to refund challenges. The general and administrative costs for the first quarter of 2008 include the costs associated with computer and internet expenses of $11,613, professional fees of $27,000, insurance costs of $8,552 and other operating costs of $7,617.

Interest expense of $13,494 in the quarter ending November 30, 2008 covers accrued interest payable on the related party loan.

Liquidity and Capital Resources

The Company had cash on hand of $7,877 at November 30, 2008 and had no other assets to meet ongoing expenses or debts that may accumulate. As of such date, we have accumulated a deficit of $16,464,137. As of November 30, 2008 we had current liabilities totaling $307,418.

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The Company has fixed assets, net of accumulated depreciation of $5,904 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.

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 we will be able to 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.

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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 end of the period covered in this report, 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 management, 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.

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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 were no changes in securities and small business issuer purchase of equity securities during the period ended November 30, 2008.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended November 30, 2008.

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 30, 2008.

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 20, 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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