SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 31, 2005
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IMPERIAL PETROLEUM, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-9923 95-338601
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
329 MAIN STREET, SUITE 801, EVANSVILLE, IN 47708
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) - 867-1433
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Certain statements set forth in this Form 8-K and other reports filed by the
Registrant from time-to-time with the Securities and Exchange Commission relate
to management's future plans and objectives and such statements are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as
amended. Although any forward looking statements contained in this Form 8-K or
otherwise expressed on behalf of the Company are, to the knowledge and in the
judgment of the officers and directors of the Company, expected to prove to come
true and to come to pass, management is not able to predict the future with
absolute certainty. Forward looking statements involve known and unknown risks
and uncertainties which may cause the Company's actual performance and financial
results in future periods to differ materially from any projection, estimate or
forecasted result. These risks and uncertainties include, among other things,
volatility of commodity prices, changes in interest rates and capital market
conditions, competition, risks inherent in the Company's operations, the inexact
nature of interpretation of seismic and other geological, geophysical,
petro-physical and geo-chemical data, the imprecise nature of estimating
reserves, events that deprive the Company of the services of its Chairman of the
Board, Chief Executive Officer and largest shareholder, and such other risks and
uncertainties as described from time to time in the Company's periodic reports
and filings with the Securities and Exchange Commission. Accordingly
stockholders and potential investors are cautioned that certain events or
circumstances could cause actual results to differ materially from those
projected, estimated or predicted. The Company does not intend to update
forward-looking statements. You should refer to and carefully review the
information in future documents we file with the Securities and Exchange
Commission.
ITEM 1.02. Termination of a material Definitive Agreement:
The Registrant notified United Heritage Corporation ("UHC") on August 31, 2005
that the Agreement and Plan of Merger ("Merger Agreement") entered into between
the parties on October 14, 2004 was terminated. The merger was to be effective
on February 1, 2005.
Pursuant to the Merger Agreement, The Registrant was to be merged into a newly
created subsidiary of UHC, such that the Registrant would survive the merger and
become a wholly-owned subsidiary of UHC. IN connection with the merger, Jeffrey
T. Wilson, President, Chief Executive Officer and Chairman of the Board and a
significant shareholder of the Registrant was to become the President and Chief
Executive Officer of UHC. In addition UHC was to take action necessary to cause
its Board of Directors to consist of not more than ten directors, three of whom
were to be Jeffrey T. Wilson, Greg Thaggard and Aaron Wilson.
There are no penalties that have been incurred by either party as a result of
the termination of the Merger Agreement.
On the date the Merger Agreement was executed, there was no material
relationship between the Registrant and UHC. On February 1, 2005, The registrant
and UHC entered into an operations management agreement wherein the Registrant's
operations in New Mexico and Texas were transferred to subsidiaries of UHC and
Jeffrey T. Wilson, President and Chief Executive Officer of the Registrant
assumed the responsibility for the management and supervision of all of the
daily operations of UHC's subsidiaries. Pursuant to the terms of the operations
management agreement, since the merger was not completed by May 1, 2005, either
the Registrant or UHC may terminate the operations management agreement. The
Registrant is working with UHC management to effect a smooth transition back to
separate and individual operations for each company.
Attached as Exhibit 99 is a press release relating to the termination.
ITEM 9.01 Financial Statements and Exhibits:
99. Press Release
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Imperial Petroleum, Inc.
By: ___________________
Jeffrey T. Wilson, President
Dated: September 1, 2005
Exhibit 99.
IMPERIAL ANNOUNCES TERMINATION OF
MERGER PLANS
EVANSVILLE, IN..... September 1, 2005 -- Imperial Petroleum, Inc. ("Imperial" or
the "Company")(Pink Sheets Symbol ... IPTM) announced today that the Company and
United Heritage Corporation have terminated the proposed merger of the two
companies.
Jeffrey Wilson, CEO of Imperial said "We will continue the development of
Imperial's assets as originally planned. We are in discussions with an
investment banking firm to assist the Company in raising equity for the
continued development of our project inventory and to pay down a portion of our
debt."
Imperial, through its subsidiaries and affiliates, is active in crude oil and
natural gas production and gold mining. Imperial is headquartered in Evansville,
IN.
This press release may contain "forward-looking statements" as that term is
defined in the Private Securities Litigation Reform Act of 1995. Such statements
are based on management's current expectations and are subject to a number of
factors and uncertainties which could cause actual results to differ materially
from those described herein. Although the Company believes that the expectations
in such statements are reasonable, there can be no assurance that such
expectations will prove to be correct.
For further information contact: Jeffrey T. Wilson, President (812-867-1433) or
(email at jtwilsonx1@aol.com).