UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended March 31, 2010





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
      1934





Commission
File Number: 333-152160





IMPERIAL
RESOURCES, INC.


(Exact
name of registrant as specified in its charter)





Nevada
            83-0512922(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)





123
      West Nye Lane, Suite 129, Carson City, NV(Address
      of principal executive offices)





(775)
      884-9380(Issuer’s
      telephone number)






(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by
Rule 405 of the Securities Act.


YES  o
            
            NO  x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15 (d) of the Act.


YES  o
            
            NO  x





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
past 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  o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


YES  o
            
            NO  o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form 10-K    o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.





Large accelerated filer  o
            Accelerated
      filer  oNon-accelerated
      filer  o(do not check if
      smaller reporting company)
            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  o
            
            NO  x





The
aggregate market value of the voting stock held by non-affiliates of the
Registrant as of September 30, 2009 was $37,625.  For purposes of this
computation, it has been assumed that the shares beneficially held by directors
and officers of registrant were “held by affiliates”; this assumption is not to
be deemed to be an admission by such persons that they are affiliates of
registrant.





As of July 1, 2010, there were
outstanding 40,000,000 shares of registrant’s common stock, par value
$0.001 per share.








TABLE
OF CONTENTS





PagePART
      IITEM
      1.
                      Business.
                      
                      1ITEM
      1A.
                      Risk
      Factors.
                      
                      2ITEM
      1B.
                      Unresolved
      Staff Comments.
                      
                      7ITEM
      2.
                      Properties.
                      
                      7ITEM
      3.
                      Legal
      Proceedings.
                      
                      9ITEM
      4.
                      (Removed
      and Reserved)
                      
                      9PART
      IIITEM
      5.
                      Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities.
                      
                      9ITEM
      6
                      Selected
      Financial Information.
                      
                      10ITEM
      7.
                      Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations.
                      
                      10ITEM
      7A.
                      Quantitative
      and Qualitative Disclosure about Market Risk.
                      
                      13ITEM
      8.
                      Financial
      Statement and Supplementary Data.
                      
                      13ITEM
      9.
                      Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
                      
                      13ITEM
      9A(T)
                      Controls
      and Procedures
                      
                      13ITEM
      9B
                      Other
      information
                      
                      14PART
      IIIITEM
      10.
                      Directors,
      Executive Officers and Corporate Governance.
                      
                      14ITEM
      11.
                      Executive
      Compensation.
                      
                      16ITEM
      12.
                      Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                      
                      17ITEM
      13.
                      Certain
      Relationships and Related Transactions, and Director
      Independence.
                      
                      17ITEM
      14
                      Principal
      Accounting Fees and Services.
                      
                      18PART
      IVITEM
      15.
                      Exhibits,
      Financial Statement Schedules
                      
                      19SIGNATURES
                      
                      21










PART
I





ITEM
1.  BUSINESS





Background





Imperial
Resources, Inc. (the “Company,” “we,” “us,” or “our”) was incorporated under the
laws of the State of Nevada on August 2, 2007.  From inception, our
operations have been focused on mineral exploration and through our wholly-owned
subsidiary, Imperial Oil and Gas, Inc. (“Imperial Oil” or “our subsidiary”),
engaging in oil and gas exploration and development.  Imperial Oil was
incorporated under the laws of the State of Delaware on January 8,
2010.





Our
mineral property, the Bhadrachalam Gold Claim (hereinafter the “Imperial
Claim”), is a gold exploration project located 35 km northeast of
Pollavarara,  41 km south of the city of Cheria and 45 km northeast of
the city of Khammam, in the District of Andhra Pradesh, India.  We are
the registered and beneficial owner of a 100% interest in the Imperial Claim
which we acquired for the sum of $5,000 from Pune Minerals, LLC.





We have
undertaken limited exploration work on the Imperial Claim.  The
Imperial Claim has no proven or probable mineral reserves, and there is no
assurance that it contains commercially exploitable reserves of valuable
minerals.  We do not have any current plans to conduct any further
exploration work on the Imperial Claim and we are no longer engaged in the
business of mineral exploration.





On
January 19, 2010, our subsidiary entered into a Net Profits Agreement (the
“NPA”) with Mara Energy, LLC (“Mara”) whereby our subsidiary and Mara agreed to
share profits from certain mutually beneficial oil and gas exploration and
development opportunities in Canada and the continental United States (the
“Prospects”).  Pursuant to the NPA, our subsidiary granted Mara an
interest in the Prospects by way of a “Net Profits Interest”.  The Net
Profits Interest is an interest in the Prospects that entitles our subsidiary to
receive a monthly amount equal to 50% of the net proceeds resulting from the
sale of petroleum substances obtained from the Prospects.





On
January 19, 2010, our subsidiary borrowed $900,000 from Coach Capital, LLC
(“Coach”) pursuant to a promissory note issued to Coach.  The
outstanding balance under the note will accrue interest at 5% per annum and is
due in full on January 19, 2013.  If the note and accrued interest are
not repaid in full between 1 year and 3 years after January 19, 2010, Coach will
be paid 75% of the net production revenue received by our subsidiary from the
Project (as defined below), excluding the interest in the Cochran #1
well.  If the note and accrued interest are not repaid in full after 3
years from January 19, 2010, Coach will be paid 100% of the net production
revenue received by our subsidiary from the Project, excluding the interest in
the Cochran #1 well.





On
January 20, 2010, Coach assigned our subsidiary a 14.9% working interest in the
oil, gas and mineral leases in the Greater Garwood hydrocarbon exploration
project (the “Project”) located in Colorado County, Texas from Coach.  The
assignment was made subject to the terms and conditions of the leases and that
certain unrecorded Participation Agreement dated November 5, 2008 between El
Paso E&P Company, L.P. and Baytor Energy LLC, and the Carry Agreement dated
October 27, 2009 between Baytor Energy LLC and Coach.   Pursuant
to the terms of the Carry Agreement, our subsidiary will be responsible for
partially funding the Second Well (as defined in the Carry Agreement) to be
developed in the Project.





On April
1, 2010, our subsidiary entered into a Supply of Services Agreement with Sydney
Oil & Gas, LLC (“Sydney Oil”), a Texas limited liability company owned by
Robert R. Durbin, Sydney Oil’s CEO, whereby Mr. Durbin acting on behalf of
Sydney Oil will provide services to our subsidiary related to the maintenance
and development of our subsidiary’s oil and gas exploration and development
interests.  Additionally, our subsidiary and Sydney Oil entered into
an Assignment of Overriding Royalty Interest, whereby our subsidiary agrees to
pay Sydney Oil a gross overriding royalty of 6.5% of 8/8 for each lease or
working interest acquired by our subsidiary.





On April
1, 2010, our subsidiary entered into a Consulting Services Agreement with Mara,
whereby the parties agreed that Mara will provide services associated with any
future development of Imperial Oil’s working interest in both the Greater
Garwood oil and gas development exploration asset and the producing Cochran #1
well located in the Greater Garwood prospect in Colorado County,
Texas.





In April
2010, we decided to concentrate our business efforts on the exploration and
development of oil and gas assets in the United States, both independently and
through our subsidiary.





Development




Our
future operations are dependent upon the identification and successful
completion of additional long-term or permanent equity financings, the support
of creditors and stockholders, and, ultimately, the achievement of profitable
operations. There can be no assurances that we will be successful, which would
in turn significantly affect our ability to roll out our business plan. If not,
we will likely be required to reduce operations or liquidate assets. We will
continue to evaluate our projected expenditures relative to our available cash
and to seek additional means of financing in order to satisfy our working
capital and other cash requirements.




1




We
continue to operate with very limited administrative support, and our current
officers and directors continue to be responsible for many duties to preserve
our working capital. We expect no significant changes in the number of employees
over the next 12 months.




Subject
to available financing, we plan to initiate drilling operations in the next
several months, and together with commencing production, we may have some
significant ongoing capital expenditures. We believe that, with our current
efforts to raise capital, we should have sufficient cash resources to satisfy
our needs over the next six months. Our ability to satisfy cash requirements
thereafter will determine whether we achieve our business objectives. Should we
require additional cash in the future, there can be no assurance that we will be
successful in raising additional debt or equity financing on terms acceptable to
our company, if at all.




Dividends





On
November 3, 2009, we issued a stock dividend to stockholders of record on
November 2, 2009, whereby we issued sixty-five (65) shares of common stock for
each share of common stock held by such stockholders.  We do not
currently have any intention to pay any dividends in the foreseeable
future.





Subsequent
to December 31, 2009, 165,750,000 post-dividend common shares were cancelled and
returned to treasury and later a further 29,465,000 post-dividend common shares
were cancelled and returned to treasury leaving an outstanding balance of
49,900,000 common shares.





On April
29, 2010, a stockholder returned 9,900,000 shares of our common stock to
treasury for cancellation. As a result, the number of shares of our common stock
outstanding was reduced from 49,900,000 to 40,000,000.





Employees




As of
March 31, 2010, we had no employees.





We
currently utilize temporary contract labor throughout the year to address
business and administrative needs.




ITEM 1A.    RISK FACTORS




An
investment in our common stock involves an exceptionally high degree of risk and
is extremely speculative. The material risks and uncertainties that management
believes affect us are described below.  Before making an investment
decision, you should carefully consider the risks and uncertainties described
below together with all of the other information included or incorporated by
reference in this report.  The risks and uncertainties described below are
not the only ones facing us.  Additional risks and uncertainties that
management is not aware of or focused on or that management currently deems
immaterial may also impair our business operations.  This report is
qualified in its entirety by these risk factors.If any of the following
risks actually occur, our financial condition and results of operations could be
materially and adversely affected.  If this were to happen, the value of
our common stock could decline significantly, and you could lose all or part of
your investment.





Risks
Related to Our Business and Industry





The
duration or severity of the current global economic downturn and disruptions in
the financial markets, and their impact on us, are uncertain.





The oil
and gas industries generally are highly cyclical, with prices subject to
worldwide market forces of supply and demand and other
influences.  The recent global economic downturn, coupled with the
global financial and credit market disruptions, have had a historic negative
impact on the oil and gas industry.  These events have contributed to
an unprecedented decline in crude oil and natural gas prices, weak end
markets, a sharp drop in demand, increased global inventories, and higher costs
of borrowing and/or diminished credit availability.  While we believe
that the long-term prospects for oil and gas remain bright, we are unable to
predict the duration or severity of the current global economic and financial
crisis.  There can be no assurance that any actions we may take in
response to further deterioration in economic and financial conditions will be
sufficient.  A protracted continuation or worsening of the global
economic downturn or disruptions in the financial markets could have a material
adverse effect on our business, financial condition or results of
operations.




2




Our
limited operating history may not serve as an adequate basis to judge our future
prospects and results of operations.





We have a
limited operating history. As such, our historical operating results may not
provide a meaningful basis for evaluating our business, financial performance
and prospects. We may not be able to achieve a similar growth rate in future
periods. Accordingly, you should not rely on our results of operations for any
prior periods as an indication of our future performance. Our success is
significantly dependent on meeting business objectives. Our operations will be
subject to all the risks inherent in the establishment of a developing
enterprise and the uncertainties arising from the absence of a significant
operating history. We may be unable to locate recoverable resources or operate
on a profitable basis. We are in the development stage and potential investors
should be aware of the difficulties normally encountered by enterprises in the
development stage. If our business plan is not successful, and we are not able
to operate profitably, investors may lose some or all of their investment in our
company.





We
have incurred losses in prior periods and may incur losses in the
future.





We
incurred net losses of $124,092 for the period from August 2, 2007 (inception)
to March 31, 2010. We cannot be assured that we can achieve or sustain
profitability on a quarterly or annual basis in the future. Our operations are
subject to the risks and competition inherent in the establishment of a business
enterprise. There can be no assurance that future operations will be profitable.
We may not achieve our business objectives and the failure to achieve such goals
would have an adverse impact on us.





If we are unable to obtain additional
funding our business operations will be harmed and if we do obtain additional
financing our then existing stockholders may suffer substantial
dilution.





We will
need to obtain additional financing in order to complete our business
plan.  Our business plan calls for significant expenses in connection
with our exploration activities. Furthermore, if our exploration program is
successful in discovering commercially exploitable reserves of valuable
resources, we will require additional funds in order to begin commercial
production.  Obtaining additional financing will be subject to market
conditions, industry trends, investor sentiment and investor acceptance of our
business plan and management. These factors may make the timing, amount, terms
and conditions of additional financing unattractive or unavailable to us. If we
are not successful in achieving financing in the amount necessary to further our
operations, implementation of our business plan may fail or be delayed. If we
are unsuccessful in obtaining additional financing when we need it, our business
may fail before we ever become profitable and our stockholders may lose their
entire investment.





Our auditors have expressed
substantial doubt about our ability to continue as a going
concern.





Our
auditors' report on our March 31, 2010 financial statements expressed an opinion
that our Company’s capital resources as of March 31, 2010 are not sufficient to
sustain operations or complete our planned activities for the upcoming year
unless we raise additional funds.   These conditions raise
substantial doubt about our ability to continue as a going
concern.   If we do not obtain additional funds there is the
distinct possibility that we will no longer be a going concern and will cease
operation which means any persons purchasing shares will loss their entire
investment in our Company.





Oil
and gas exploration are highly speculative ventures and it is highly probable
that no reserves will be discovered and any funds spent on exploration will be
lost.





Drilling
for oil and gas involves numerous risks, including the risk that we will not
encounter commercially productive oil reservoirs. The wells we drill or
participate in may not be productive and we may not recover all or any portion
of our investment in those wells. The seismic data and other technologies we use
do not allow us to know conclusively prior to drilling a well that crude is
present or may be produced economically. The costs of drilling, completing and
operating wells are often uncertain, and drilling operations may be curtailed,
delayed or canceled as a result of a variety of factors including, but not
limited to:




•
            unexpected drilling
      conditions;





•
            pressure or irregularities in
      formations;





•
            equipment failures or
      accidents;





•
            mechanical difficulties, such as
      lost or stuck oil field drilling and service
  tools;





•
            fires, explosions, blowouts and
      surface cratering;





•
            uncontrollable flows of oil and
      formation water;





•
            environmental hazards, such as
      oil spills, pipeline ruptures and discharges of toxic
      gases;





•
            other adverse weather
      conditions; and





•
            increase in the cost of, or
      shortages or delays in the availability of, drilling rigs and
      equipment.




3




Certain
future drilling activities may not be successful and, if unsuccessful, this
failure could have an adverse effect on our future results of operations and
financial condition. While all drilling, whether developmental or exploratory,
involves these risks, exploratory drilling involves greater risks of dry holes
or failure to find commercial quantities of hydrocarbons.





Our
future operating revenue is dependent upon the performance of our leased
properties.




Our
future operating revenue depends upon our ability to profitably operate our
existing leased properties by drilling and completing wells that produce
commercial quantities of oil and gas and our ability to expand our operations
through the successful implementation of our plans to explore, acquire and
develop additional properties. The successful development of oil and gas
properties requires an assessment of potential recoverable reserves, future oil
and gas prices, operating costs, potential environmental and other liabilities
and other factors.  Such assessments are necessarily
inexact.  No assurance can be given that we can produce sufficient
revenue to operate our existing properties or acquire additional oil and gas
producing properties and leases.  We may not discover or successfully
produce any recoverable reserves in the future, or we may not be able to make a
profit from the reserves that we may discover.  In the event that we
are unable to produce sufficient operating revenue to fund our future
operations, we will be forced to seek additional, third-party funding, if such
funding can be obtained.  Such options would possibly include debt
financing, sale of equity interests in our Company, joint venture arrangements,
or the sale of oil and gas interests.  If we are unable to secure such
financing on a timely basis, we could be required to delay or scale back our
operations.  If such unavailability of funds continued for an extended
period of time, this could result in the termination of our operations and the
loss of an investor’s entire investment.





We
own rights to properties that have not yet been developed.




We own
rights to properties that have limited or no development.  There are
no guarantees that our properties will be developed profitably or that the
potential resources on the property will produce as expected if they are
developed.




Market
factors in the oil and gas business are out of our control and so we may not be
able to profitably sell any reserves that we find.




The
potential profitability of oil and gas properties is dependent upon many factors
beyond our control.  For instance, world prices and markets for oil
and gas are unpredictable, highly volatile, potentially subject to governmental
fixing, pegging, controls or any combination of these and other factors, and
respond to changes in domestic, international, political, social and economic
environments.  Additionally, due to worldwide economic uncertainty,
the availability and cost of funds for production and other expenses have become
increasingly difficult, if not impossible, to project.  These changes
and events may materially affect our future financial performance. These factors
cannot be accurately predicted and the combination of these factors may result
in our Company not receiving an adequate return on invested
capital.





If
we are unable to hire and retain key personnel, we may not be able to implement
our business plan and our business will fail.





We will
compete with other exploration companies in the recruitment and retention
of qualified managerial and technical employees.  Our success
will be largely dependent upon our ability to hire highly qualified
personnel.  This is particularly true in highly technical
businesses such as oil or gas exploration. These individuals may be in high
demand and we may not be able to attract the staff we need.  In
addition, we may not be able to afford the high salaries and fees demanded
by qualified personnel, or may lose such employees after they
are hired.  Currently, we have not hired any key personnel and we
do not intend to do so for the next 12 months and until we have proved
reserves.  If we are unable to hire key personnel when needed,
our exploration program may be slowed down or suspended.





Since
our executive officers do not have technical training or experience in starting,
and operating an oil or gas exploration company there is a higher risk our
business will fail.





Our
executive officers have no experience in oil or gas exploration and do not
have formal training in engineering or in the technical aspects of
management of an exploration company.  This inexperience means that we
will have to rely on the technical services of others with expertise in oil
and gas exploration in order for us to carry our planned exploration
program. If we are unable to contract for the services of such individuals,
it will make it difficult and may be impossible to successfully develop our
business. There is thus a higher risk that our operations, earnings
and ultimate financial success could suffer irreparable harm and that our
stockholders will lose all of their investment.





We
depend on the skill, ability and decisions of third party operators to a
significant extent.




The
success of the drilling, development and production of the properties in which
we have or expect to have a working interest is substantially dependent upon the
decisions of such third-party operators and their diligence to comply with
various laws, rules and regulations affecting such properties.  The
failure of any third-party operator to make decisions, perform their services,
discharge their obligations, deal with regulatory agencies, and comply with
laws, rules and regulations, including environmental laws and regulations in a
proper manner with respect to properties in which we have an interest could
result in material adverse consequences to our interest in such properties,
including substantial penalties and compliance costs.  Such adverse
consequences could result in substantial liabilities to us or reduce the value
of our properties, which could negatively affect our results of
operations.




4




Inability
of our officers and directors to devote sufficient time to the operation of the
business may limit our success.





Presently,
our officers and directors allocate only a portion of their time to the
operation of our business. If the business requires more time for operations
than anticipated or the business develops faster than anticipated, the officers
and directors may not be able to devote sufficient time to the operation of the
business to ensure that it continues as a going concern. This lack of sufficient
time of our management may result in limited growth and success of the
business.




Our
operations involve substantial costs and are subject to various economic
risks.




Our
operations are subject to the economic risks typically associated with
exploration, development and production activities, including the necessity of
significant expenditures to locate and acquire producing properties and to drill
exploratory wells.  The cost and length of time necessary to produce
any reserves may be such that it will not be economically viable.  In
conducting exploration and development activities, the presence of unanticipated
pressure or irregularities in formations, miscalculations or accidents may cause
our exploration, development and production activities to be
unsuccessful.  In addition, the cost and timing of drilling,
completing and operating wells is often uncertain.  We also face the
risk that the resources located may be less than anticipated, that we will not
have sufficient funds to successfully extract such resources, that we will not
be able to market the resources due to a lack of a market and that fluctuations
in market prices will make development of those leases
uneconomical.  This could result in a total loss of our
investment.





Title
to the properties in which we have an interest may be impaired by title
defects.




It has
not been our general practice to obtain title opinions on properties that we
plan to explore or acquire.  Therefore, there is no assurance that we
will not suffer a monetary loss from title defects or title
failure.  Additionally, undeveloped acreage has greater risk of title
defects than developed acreage.  Generally, under the terms of the
operating agreements affecting our properties, any monetary loss is to be borne
by all parties to any such agreement in proportion to their interests in such
property.  If there are any title defects or defects in assignment of
leasehold rights in properties in which we hold an interest, we will suffer a
financial loss.




We
are subject to risks arising from the failure to fully identify potential
problems related to acquired reserves or to properly estimate those
reserves.




Although
we perform a review of the acquired properties that we believe is consistent
with industry practices, such reviews are inherently incomplete.  It
generally is not feasible to review in depth every individual property involved
in each acquisition.  Ordinarily, we will focus our review efforts on
the higher-value properties and will sample the remainder, and depend on the
representations of previous owners.  However, even a detailed review
of records and properties may not necessarily reveal existing or potential
problems, nor will it permit a buyer to become sufficiently familiar with the
properties to assess fully their deficiencies and
potential.  Inspections may not always be performed on every well, and
environmental problems, such as ground water contamination, are not necessarily
observable even when an inspection is undertaken.  Even when problems
are identified, we often assume certain environmental and other risks and
liabilities in connection with acquired properties.  There are
numerous uncertainties inherent in estimating quantities of proved oil reserves
and actual future production rates and associated costs with respect to acquired
properties, and actual results may vary substantially from those assumed in the
estimates.




A
substantial or extended decline in oil and gas prices may adversely affect our
business, financial condition, cash flow, liquidity or results of operations as
well as our ability to meet our capital expenditure obligations and financial
commitments to implement our business plan.




Any
revenues, cash flow, profitability and future rate of growth we achieve will be
greatly dependent upon prevailing prices for oil and gas.  Our ability
to maintain or increase our borrowing capacity and to obtain additional capital
on attractive terms is also expected to be dependent on oil and gas
prices.  Historically, oil and gas prices and markets have been
volatile and are likely to continue to be volatile in the
future.  Prices for oil and gas are subject to potentially wide
fluctuations in response to relatively minor changes in supply of and demand for
oil and gas, market uncertainty, and a variety of additional factors beyond our
control.  Those factors include:





•
            the
      domestic and foreign supply of oil and natural
  gas;





•
            the
      ability of members of the Organization of Petroleum Exporting Countries
      and other producing countries to agree upon and maintain oil prices and
      production levels;





•
            political
      instability, armed conflict or terrorist attacks, whether or not in oil or
      natural gas producing regions;




5




•
            the
      level of consumer product demand;





•
            the
      growth of consumer product demand in emerging markets, such as China and
      India;





•
            weather
      conditions, including hurricanes and other natural occurrences that affect
      the supply and/or demand of oil and natural
gas;





•
            domestic
      and foreign governmental regulations and other
  actions;





•
            the
      price and availability of alternative
fuels;





•
            the
      price of foreign imports;





•
            the
      availability of liquid natural gas imports;
and





•
            worldwide
      economic conditions.





These
external factors and the volatile nature of the energy markets make it difficult
to estimate future prices of oil and natural gas.  Lower oil and
natural gas prices may not only decrease our revenues on a per unit basis, but
may also reduce the amount of oil we can produce economically, if
any.  A substantial or extended decline in oil and natural gas prices
may materially affect our future business, financial condition, results of
operations, liquidity and borrowing capacity.  While our revenues may
increase if prevailing oil and gas prices increase significantly, exploration
and production costs and acquisition costs for additional properties and
reserves may also increase.





Governmental
and environmental regulations could adversely affect our business.





Our
business is subject to federal, state and local laws and regulations on
taxation, the exploration for and development, production and marketing and
safety matters. Many laws and regulations require drilling permits and govern
the spacing of wells, rates of production, prevention of waste, unitization and
pooling of properties and other matters. These laws and regulations have
increased the costs of planning, designing, drilling, installing, operating and
abandoning our oil wells and other facilities. In addition, these laws and
regulations, and any others that are passed by the jurisdictions where we have
production, could limit the total number of wells drilled or the allowable
production from successful wells, which could limit our revenues.





Our
operations are also subject to complex environmental laws and regulations
adopted by the various jurisdictions in which we have or expect to have
operations. We could incur liability to governments or third parties for any
unlawful discharge of pollutants into the air, soil or water, including
responsibility for remedial costs. We could potentially discharge these
materials into the environment in any of the following ways:





•
            from
      a well or drilling equipment at a drill
site;





•
            from
      gathering systems, pipelines, transportation facilities and storage
      tanks;





•
            damage
      to oil wells resulting from accidents during normal operations;
      and





•
            blowouts,
      cratering and explosions.




Because
the requirements imposed by laws and regulations are frequently changed, we
cannot assure you that laws and regulations enacted in the future, including
changes to existing laws and regulations, will not adversely affect our
business. In addition, because we acquire interests in properties that have been
operated in the past by others, we may be liable for environmental damage caused
by the former operators.





We
are subject to new corporate governance and internal control reporting
requirements, and our costs related to compliance with, or our failure to comply
with existing and future requirements, could adversely affect our
business.




We may
face new corporate governance requirements under the Sarbanes-Oxley Act of 2002,
as well as new rules and regulations subsequently adopted by the SEC and the
Public Company Accounting Oversight Board. These laws, rules and regulations
continue to evolve and may become increasingly stringent in the
future.  We are required to evaluate our internal control over
financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002
(“Section 404”).  Furthermore, an attestation report on our internal
controls from our independent registered public accounting firm is required as
part of our annual report for the fiscal year ending March 31,
2010.  We strive to continuously evaluate and improve our control
structure to help ensure that we comply with Section 404 of the Sarbanes-Oxley
Act.  The financial cost of compliance with these laws, rules and
regulations is expected to remain substantial.  We cannot assure you
that we will be able to fully comply with these laws, rules and regulations that
address corporate governance, internal control reporting and similar
matters.  Failure to comply with these laws, rules and regulations
could materially adversely affect our reputation, financial condition and the
value of our securities.




6




Risks
Related to our Common Stock





A
limited public trading market exists for our common stock, which makes it more
difficult for our stockholders to sell their common stock in the public
markets.





Although
our common stock is quoted on the OTCBB under the symbol “IPRC,” there is a
limited public market for our common stock. No assurance can be given that an
active market will develop or that a stockholder will ever be able to liquidate
its shares of common stock without considerable delay, if at all. Many brokerage
firms may not be willing to effect transactions in the securities. Even if a
purchaser finds a broker willing to effect a transaction in these securities,
the combination of brokerage commissions, state transfer taxes, if any, and any
other selling costs may exceed the selling price. Furthermore, our stock price
may be impacted by factors that are unrelated or disproportionate to our
operating performance. These market fluctuations, as well as general economic,
political and market conditions, such as recessions, interest rates or
international currency fluctuations may adversely affect the market price and
liquidity of our common stock.





Our
common stock may be subject to the penny stock rules which may make it more
difficult to sell our common stock.





The
Securities and Exchange Commission has adopted regulations which generally
define a “penny stock” to be any equity security that has a market price, as
defined, less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities may be covered by the penny
stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors such as, institutions with assets in excess of $5,000,000
or an individual with net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with his or her spouse. For transactions
covered by this rule, the broker-dealers must make a special suitability
determination for the purchase and receive the purchaser’s written agreement of
the transaction prior to the sale. Consequently, the rule may affect the ability
of broker-dealers to sell our securities and also affect the ability of our
stockholders to sell their shares in the secondary market.




We
have historically not paid cash dividends and do not intend to pay cash
dividends.




We have
historically not paid cash dividends to our stockholders and management does not
anticipate paying any cash dividends on our common stock to our stockholders for
the foreseeable future.  We intend to retain future earnings, if any,
for use in the operation and expansion of our business.




ITEM 1B.   UNRESOLVED STAFF
COMMENTS





None.





ITEM
2.  PROPERTIES





Our
office is located at 123 West Nye Lane, Suite 129, Carson City,
Nevada.





Our
subsidiary’s headquarters is located at 106 East 6th Street, Suite 900,
Austin, Texas.




The
Imperial Claim is located in sub-district of Khammam, Andhra Pradesh, India and
covers an area of approximately 957.6 hectares (approximately 2,366
acres).  There are no permanent facilities, plants, buildings or
equipment currently located on the Imperial Claim.





Oil
and Gas Producing Activities





On
January 20, 2010, our subsidiary acquired a working interest in the oil,
gas and mineral leases in the Greater Garwood hydrocarbon exploration project
located in Colorado County, Texas (the “Garwood Property”).  The
Garwood Property (which currently covers approximately 2,244 acres)
contains one currently producing well, Cochran #1.




7










Internal
Controls Over Reserve Estimation Process





Our
policies regarding internal controls over the recording of reserves estimates
requires reserves to be in compliance with the SEC definitions and guidance and
prepared in accordance with generally accepted petroleum engineering
principles.  Coach Capital, LLC, from whom we acquired our interest in
the Garwood Property, commissioned a third party Reservoir Evaluation on the
Garwood Property which was completed on December 22, 2009 (the “Reserve
Report”).  A copy of the Reserve Report is attached as Exhibit 99.1 to
this Annual Report on Form 10-K and incorporated herein by
reference.  The Reserve Report was prepared by Grant Twanow, our
former Director, President and Chief Executive Officer.  Mr. Twanow is
a Petroleum Reservoir Engineering Specialist based in North America with
extensive experience in oil and gas joint ventures and
operations.  The Reserve Report includes references to the “North
Lands” area; our lease for the eastern portion of the North Lands area was
allowed to expire on June 1, 2010 and such area is not part of our
current interest in the Garwood Property.  We have not engaged
any third party to conduct a reserve audit.




Reserve
estimates were prepared by us based upon our interpretation of the Reserve
Report, production performance data, performance of similar surrounding
properties, and sub-surface information derived from the drilling of existing
wells.  All of our oil and gas fields were analyzed (1 field as of
March 31, 2010).





Properties,
Wells, Operations, Acreage and Current Activities





The following table sets forth our
interest in wells and acreage as of March 31, 2010.





Number of Productive Wells
                                          
                                          
                                          Developed Acreage (3)
                                          
                                          
                                          Undeveloped AcreageGross (1)
                                          
                                          
                                          Net (2)
                                          
                                          
                                          Gross (1)
                                          
                                          
                                          Net (2)
                                          
                                          
                                          Gross (1)
                                          
                                          
                                          Net (2)Natural
      Gas and Condensate
                                          
                                          
                                          1
                                          
                                          
                                          
                                          0.1
                                          
                                          
                                          
                                          400
                                          
                                          
                                          
                                          44.7
                                          
                                          
                                          
                                          1,844.4
                                          
                                          
                                          
                                          206.1





(1) A
gross well or acre is a well or acre in which we own an interest.


(2) A net
well or acre is deemed to exist when the sum of fractional ownership interests
in wells or acres equals 1.  We acquired a 14.9% working interest in
the Garwood Property from Coach Capital, LLC.  The Garwood Property is
also subject to a 25% freehold royalty.


(3)
Developed acreage is acreage assignable to productive wells.




8




As of
March 31, 2010, our acreage subject to leases has the minimum remaining lease
terms set forth in the following table.





Property
                          
                          Gross Acreage
                          
                          Net Acreage
                          
                          Minimum Remaining Lease TermsGarwood
      Property (1)
                          
                          2,244.1
                          
                          250.8
                          
                          September
      1,
2010(2)


(1) All
of our reserves and acreage are located in the United States.


(2)
Imperial Oil’s interest in the Garwood Property is subject to expiration to the
extent such property is not developed.  On September 1, 2010, Imperial
Oil’s interest in the remaining 649.5 acres of the Garwood Property located in
the North Lands area is scheduled to expire.  We expect that the
principal interest holder in the Garwood Property may allow the underlying
leases to expire because current natural gas prices may not support renewing the
nonproducing lease interests.  If the principal interest holder elects
to allow such expiration Imperial Oil’s associated working interest in the
nonproducing portions of the Garwood Property will also expire, unless Imperial
Oil chooses and is able to negotiate their renewal directly with the
lessor.





Summary
of Natural Gas and Oil Reserves





The table
below sets forth the estimate of our proved reserves as of March 31, 2010, all
of which are in the United States.  Proved reserves cannot be measured
exactly because the estimation of reserves involves numerous judgments and
variables.  Reserve estimates must be continually revised to as a
result of new information obtained from drilling and production history, new
geological and geophysical data and changes to economic conditions.





Natural
      Gas Condensate
                      
                      
                      Natural Gas(mmbbls)
                      
                      
                      (mmcf)PROVEDDeveloped
                      
                      5.4
                      
                      
                      280Undeveloped
                      
                      1.7
                      
                      
                      90TOTAL
      PROVED
                      
                      7.1
                      
                      
                      370





Proved
Undeveloped Reserves





Our proved undeveloped reserves (PUDs)
of 1.7 mmbbls and 90 mmcf as of March 31, 2010, represents an increase from zero
proved undeveloped reserves of condensate and natural gas as of March 31,
2010.  This increase is due to our acquisition of an interest in the
Garwood Property during the year.





Production,
Production Prices and Production Costs





Sales of condensate during the fiscal
year ended March 31, 2010 amounted to $6,231.69 for approximately 80.71 barrels
at an average price of $77.21 per barrel.  Sales of natural gas during
the fiscal year ended March 31, 2010 amounted to $25,052.57 for approximately
4,680 mmcf at an average price of $5.35/mmcf.  We incurred severance taxes
on such sales of $1,560.17. Our total production costs were
$13,620.  Production costs are expected to increase as production
increases.  We had no production in the fiscal years ended March 31,
2009 or March 31, 2008.





Exploratory
and Development Activities





We have
not drilled any wells or undertaken any other exploratory or development
activities during the past three fiscal years and are not presently undertaking
any such activities.  Through our interest in the Garwood Properties
we acquired an interest in a pre-existing well, Cochran #1.





Delivery
Commitments





As of March 31, 2010, we had no
delivery commitments for oil or natural gas under existing contracts or
agreements.





ITEM 3. LEGAL PROCEEDINGS





None.




ITEM
4. (Removed and Reserved)





Not
applicable.




PART
II





ITEM
5.  MARKET REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASE OF EQUITY SHARES





Market
Information




Our
common stock is available for trade on the Over the Counter Bulletin Board under
the symbol IPRC; however, to date there has not been any active trading market
for our stock and there is no guarantee that there will ever be an active
market.




9




Stockholders




As of
July 1, 2010, there were 40,000,000 shares of common stock issued and
outstanding held by 27 stockholders of record (not including street name
holders).




Dividends




We have
not paid any cash dividends to date and do not anticipate paying any cash
dividends in the foreseeable future. Our Board of Directors intends to follow a
policy of retaining earnings, if any, to finance our growth.  The
declaration and payment of dividends in the future will be determined by our
Board of Directors in light of conditions then existing, including our earnings,
financial condition, capital requirements and other factors.





ITEM
6.  SELECTED FINANCIAL INFORMATION





Not
applicable.




ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS





The
following discussion should be read in conjunction with the information
contained in our financial statements and the notes thereto, which form an
integral part of the financial statements, which are attached
hereto.




The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.




Our Form
10-K includes a number of forward-looking statements that reflect our current
views with respect to future events and financial performance. Forward-looking
statements are often identified by words such as: believe, expect, estimate,
anticipate, intend, project and similar expressions, or words which, by their
nature, refer to future events. You should not place undue certainty on these
forward-looking statements, which apply only as of the date of this Form 10-K.
These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or
our predictions.




Financial
Condition as of March 31, 2010




We
reported total current assets of $928,436 on March 31, 2010, consisting of
$29,724 in accounts receivable and $898,712 in an oil and gas
lease.  We had no cash as of March 31, 2010.  Total current
liabilities reported of $972,903 consisted of $72,903 in accounts payable and
$900,000 in the principal amount of a note payable.




Stockholders’
Deficiency increased from a deficiency of $37,454 at March 31, 2009 to a
deficiency of $44,467 at March 31, 2010.




Background




We were
incorporated under the laws of the State of Nevada on August 2, 2007.  From
inception, our operations have focused on mineral exploration and through our
subsidiary, engaging in oil and gas exploration and development.  Our
subsidiary was incorporated under the laws of the State of Delaware on January
8, 2010.





Our
mineral property, the Bhadrachalam Gold Claim (hereinafter the “Imperial
Claim”), is a gold exploration project located 35 km northeast of
Pollavarara,  41 km south of the city of Cheria and 45 km northeast of
the city of Khammam, in the District of Andhra Pradesh, India.  We are
the registered and beneficial owner of a 100% interest in the Imperial Claim
which we acquired for the sum of $5,000 from Pune Minerals, LLC.





We have
undertaken limited exploration work on the Imperial Claim.  The
Imperial Claim has no proven or probable mineral reserves, and there is no
assurance that it contains commercially exploitable reserves of valuable
minerals.  We do not have any current plans to conduct any further
exploration work on the Imperial Claim and we are no longer engaged in the
business of mineral exploration.





On
January 19, 2010, our subsidiary entered into a Net Profits Agreement (the
“NPA”) with Mara Energy, LLC (“Mara”) whereby our subsidiary and Mara agreed to
share profits from certain mutually beneficial oil and gas exploration and
development opportunities in Canada and the continental United States (the
“Prospects”).  Pursuant to the NPA, our subsidiary granted Mara an
interest in the Prospects by way of a “Net Profits Interest”.  The Net
Profits Interest is an interest in the Prospects that entitles our subsidiary to
receive a monthly amount equal to 50% of the net proceeds resulting from the
sale of petroleum substances obtained from the Prospects.




10




On
January 19, 2010, our subsidiary borrowed $900,000 from Coach Capital, LLC
(“Coach”) pursuant to a promissory note issued to Coach.  The
outstanding balance under the note will accrue interest at 5% per annum and is
due in full on January 19, 2013.  If the note and accrued interest are
not repaid in full between 1 year and 3 years after January 19, 2010, Coach will
be paid 75% of the net production revenue received by our subsidiary from the
Project (as defined below), excluding the interest in the Cochran #1
well.  If the note and accrued interest are not repaid in full after 3
years from January 19, 2010, Coach will be paid 100% of the net production
revenue received by our subsidiary from the Project, excluding the interest in
the Cochran #1 well.





On
January 20, 2010, Coach assigned our subsidiary a 14.9% working interest in the
oil, gas and mineral leases in the Greater Garwood hydrocarbon exploration
project (the “Project”) located in Colorado County, Texas from Coach.  The
assignment was made subject to the terms and conditions of the leases and that
certain unrecorded Participation Agreement dated November 5, 2008 between El
Paso E&P Company, L.P. and Baytor Energy LLC, and the Carry Agreement dated
October 27, 2009 between Baytor Energy LLC and Coach.





On April
1, 2010, our subsidiary entered into a Supply of Services Agreement with Sydney
Oil & Gas, LLC (“Sydney Oil”), a Texas limited liability company owned by
Robert R. Durbin, Sydney Oil’s CEO, whereby Mr. Durbin acting on behalf of
Sydney Oil will provide services to our subsidiary related to the maintenance
and development of our subsidiary’s oil and gas exploration and development
interests.  Additionally, our subsidiary and Sydney Oil entered into
an Assignment of Overriding Royalty Interest, whereby our subsidiary agrees to
pay Sydney Oil a gross overriding royalty of 6.5% of 8/8 for each lease or
working interest acquired by our subsidiary.





On April
1, 2010, our subsidiary entered into a Consulting Services Agreement with Mara,
whereby the parties agreed that Mara will provide services associated with any
future development of Imperial Oil’s working interest in both the Greater
Garwood oil and gas development exploration asset and the producing Cochran #1
well located in the Greater Garwood prospect in Colorado County,
Texas.





In April
2010, we decided to concentrate our business efforts on the exploration and
development of oil and gas assets in the United States, both independently and
through our subsidiary.





Dividends





On
November 3, 2009, we issued a stock dividend to stockholders of record on
November 2, 2009, whereby we issued sixty-five (65) shares of common stock for
each share of common stock held by such stockholders.  We do not
currently have any intention to pay any dividends in the foreseeable
future.





Subsequent
to December 31, 2009, 165,750,000 post-dividend common shares were cancelled and
returned to treasury and later a further 29,465,000 post-dividend common shares
were cancelled and returned to treasury leaving an outstanding balance of
49,900,000 common shares.





On April
29, 2010, a stockholder returned 9,900,000 shares of our common stock to
treasury for cancellation. As a result, the number of shares of our common stock
outstanding was reduced from 49,900,000 to 40,000,000.





Critical
Accounting Policies




The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires our management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods.




Our
management routinely makes judgments and estimates about the effects of matters
that are inherently uncertain. As the number of variables and assumptions
affecting the probable future resolution of the uncertainties increase, these
judgments become even more subjective and complex.  Our significant
accounting policies are discussed in Note 2 to our financial statements for the
fiscal year ended March 31, 2010. We have identified the following accounting
policies, described below, as the most important to an understanding of our
current financial condition and results of operations.




We
compute net income (loss) per share in accordance with Accounting Standard
Codification (“ASC”) 260, “Earnings per Share”. ASC 260 requires presentation of
both basic and diluted earnings per share (EPS) on the face of the income
statement.  We compute basic net income (loss) per share amounts based
on the weighted average number of shares actually
outstanding.   We compute diluted net income (loss) per share
amounts using the weighted average number of common and common equivalent shares
outstanding as if shares had been issued on the exercise of the common share
rights unless the exercise becomes antidilutive and then only the basic per
share amounts are shown in our financial statements.




11




As
discussed in Note 9 to our financial statements, the going concern basis of
presentation assumes we will continue in operation throughout the next fiscal
year and into the foreseeable future and will be able to realize our assets and
discharge our liabilities and commitments in the normal course of business.
Certain conditions, discussed below, currently exists which raise substantial
doubt upon the validity of this assumption. The financial statements do not
include any adjustments that might result from the outcome of the
uncertainty.




Our
intended exploration activities are dependent upon our ability to obtain third
party financing in the form of debt and equity and ultimately to generate future
profitable exploration activity or income from its investments. As of March 31,
2010, we have generated limited revenues, and have experienced negative cash
flow from minimal exploration activities. We may look to secure additional funds
through future debt or equity financings. Such financings may not be available
or may not be available on reasonable terms.





Results
of Operations




The
following discussion of the financial condition, results of operations, cash
flows and changes in our financial position should be read in conjunction with
our audited consolidated financial statements and notes thereto for the fiscal
year ended March 31, 2010.




Comparison
of Fiscal Years Ended March 31, 2010 and March 31, 2009




Results
      of Operations, Fiscal Year Ended
                                    
                                    March 31, 2010
                                    
                                    
                                    March 31, 2009REVENUEOil
      and Gas Revenue
                                    
                                    $
                                    29,724
                                    
                                    
                                    $
                                    -EXPENSESOperating
      ExpensesDepletion
                                    
                                    
                                    1,288
                                    
                                    
                                    
                                    -Operating
      Costs
                                    
                                    
                                    13,620
                                    
                                    
                                    
                                    -Total
      Operating Expenses
                                    
                                    
                                    14,908
                                    
                                    
                                    
                                    -General
      and Administrative ExpensesAccounting
      and audit
                                    
                                    
                                    10,400
                                    
                                    
                                    
                                    18,397Consulting
                                    
                                    
                                    -
                                    
                                    
                                    
                                    12,500Edgarizing
                                    
                                    
                                    788
                                    
                                    
                                    
                                    2,362Filing
      fees
                                    
                                    
                                    -
                                    
                                    
                                    
                                    50Incorporation
      costs
                                    
                                    
                                    625
                                    
                                    
                                    
                                    -Legal
                                    
                                    
                                    -
                                    
                                    
                                    
                                    4,238Management
      fees
                                    
                                    
                                    12,000
                                    
                                    
                                    
                                    12,000Office
                                    
                                    
                                    748
                                    
                                    
                                    
                                    1,373Rent
                                    
                                    
                                    2,400
                                    
                                    
                                    
                                    2,400Telephone
                                    
                                    
                                    1,200
                                    
                                    
                                    
                                    1,200Transfer
      agent fees
                                    
                                    
                                    515
                                    
                                    
                                    
                                    1,410Total
      General and Administrative Expenses
                                    
                                    
                                    28,676
                                    
                                    
                                    
                                    55,930Total
      Expenses
                                    
                                    
                                    43,584
                                    
                                    
                                    
                                    55,930NET
      LOSS FROM OPERATIONS
                                    
                                    $
                                    13,860
                                    
                                    
                                    $
                                    55,930




Total
revenue for the fiscal year ended March 31, 2010 increased to $29,724 from $0
for the fiscal year ended March 31, 2009, due to an increase in revenue from our
oil and gas lease.  Total expenses for the fiscal year ended March 31,
2010 decreased to $43,584 from $55,930 for the fiscal year ended March 31, 2009,
due largely to a decrease in professional service fees, including accounting,
consulting and legal expenses from an aggregate of $35,135 in the fiscal year
ended March 31, 2009 to $10,400 in the fiscal year ended March 31,
2010.




Expenses
or other cash flows in these periods may not be indicative of future periods as
we are in the early development stage and given the recent shift in our business
focus to the exploration and development of oil and gas assets.




Period
from inception, August 2, 2007, to March 31, 2010




We have
an accumulated deficit during the development stage of $124,092.




12




We expect
to continue to incur losses as a result of expenditures for general and
administrative activities as well as exploration and acquisition activities
while we remain in the development stage.




Liquidity
and Capital Resources




As of
March 31, 2010, we had no cash.  We had net operating losses of
$13,860 for the fiscal year ended March 31, 2010. During such period, we funded
our operations from equity and debt financing and our oil and gas revenues. We
plan to continue to seek financings, and we believe that this will provide
sufficient working capital to fund our operations for at least the next six
months. Pursuant to the terms of the Carry Agreement, our subsidiary will be
responsible for partially funding the Second Well (as defined in the Carry
Agreement) to be developed in the Project. This and other possible changes in
our operating plans, increased expenses, additional acquisitions, or other
events, may require us to raise a significant amount of capital through equity
or debt financings.  There can be no assurance that we will be
successful in raising additional funds and, if unsuccessful, our plans for
expanding operations and business activities may have to be curtailed. Any
attempt to raise funds, through debt or equity financing, would likely result in
dilution to existing stockholders.




For the
fiscal year ended March 31, 2010, we used $10,454 cash for operating activities,
used $900,000 cash for investing activities and received $910,397 from financing
activities.  During the fiscal year ended March 31, 2010, we used a
total of $57 cash.




We
continue to operate with very limited administrative support, and our current
officers and directors continue to be responsible for many duties to preserve
our working capital.




Prior
Financings




On
October 31, 2007 we completed a private placement consisting of 3,000,000 common
shares at a price of $0.001 per shares to our directors and officers for a total
consideration of $3,000.  Our president and chief executive officer,
James Payyappilly, subscribed for 1,500,000 common shares whereas our chief
financial officer and secretary treasurer, Josey Sajan, subscribed for 1,000,000
common shares and our third director, Tessy Francis, subscribed for 500,000
common shares.  On December 31, 2007, the Company completed a private
placement of 48,912,500 common shares for a total consideration of
$37,625.





Off-Balance
Sheet Arrangements




We have
not entered into any other financial guarantees or other commitments to
guarantee the payment obligations of any third parties.  We have not
entered into any derivative contracts that are indexed to our shares and
classified as stockholder’s equity or that are not reflected in our consolidated
financial statements.  Furthermore, we do not have any retained or
contingent interest in assets transferred to an unconsolidated entity that
serves as credit, liquidity or market risk support to such entity.  We
do not have any variable interest in any unconsolidated entity that provides
financing, liquidity, market risk or credit support to us or engages in leasing,
hedging or research and development services with us.




ITEM
7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK




Not
applicable.




ITEM
8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA




Reference
is made to the financial statements, the reports of our independent registered
public accounting firm, and the notes thereto of this report, which financial
statements, reports, and notes are incorporated herein by
reference.





ITEM
9.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE




None.





ITEM 9A(T). – CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures





We
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer along with our Chief
Financial Officer, of the effectiveness of the design of our disclosure controls
and procedures (as defined by Exchange Act Rule 13a-15(e) and 15a-15(e)) as
of March 31, 2010 (the “Evaluation Date”) pursuant to Exchange Act
Rule 13a-15. Based upon that evaluation, our Principal Executive Officer
along with our Principal Financial Officer concluded that our disclosure
controls and procedures are not effective as of the end of the period covered by
this annual report in ensuring that information required to be disclosed by us
in reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms. This conclusion is based on findings that
constituted material weaknesses. A material weakness is a deficiency, or a
combination of control deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a material
misstatement of our interim financial statements will not be prevented or
detected on a timely basis.




13




Management’s
Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on criteria established in the
framework inInternal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) and SEC
guidance on conducting such assessments. Management concluded, as of March 31,
2010, that our internal control over financial reporting was not effective.
Management realized there were deficiencies in the design or operation of our
internal control that adversely affected our internal controls which management
considers to be material weaknesses.





In the
light of our management’s review of internal control procedures as they relate
to COSO and the SEC the following were identified:





●              Our
Audit Committee does not function as an Audit Committee should since there is a
lack of independent directors on the Committee and our Board of Directors has
not identified an “expert”, one who is knowledgeable about reporting and
financial statements requirements, to serve on the Audit Committee.





●              We
have limited segregation of duties which is not consistent with good internal
control procedures.





●              We
do not have a written internal control procedurals manual which outlines the
duties and reporting requirements of our Directors and any staff to be hired in
the future.  This lack of a written internal control procedurals
manual does not meet the requirements of the SEC or good internal
control.





●              There
are no effective controls instituted over financial disclosure and the reporting
processes.





Our
management feels the weaknesses identified above, being the latter three, have
not had any affect on our financial results. Our management will have to address
the lack of independent members on our Audit Committee and identify an “expert”
for the Committee to advise other members as to correct accounting and reporting
procedures.





We will
endeavor to correct the above noted weaknesses in internal controls once we have
adequate funds to do so.   By appointing independent members to
our Audit Committee and using the services of an expert on the Committee, we
will greatly improve the overall performance of our Audit
Committee.   With the addition of other Board Members and staff
the segregation of duties issue will be addressed and will no longer be a
concern to management.  Having a written policy manual outlining the
duties of each of our officers and staff will facilitate better internal control
procedures.





Our
management will continue to monitor and evaluate the effectiveness of our
internal controls and procedures and our internal controls over financial
reporting on an ongoing basis and we are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.





This
Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Our management’s report was not subject to attestation by
our registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit our company to provide only our
management’s report in this Report.





Changes
in Internal Controls Over Financial Reporting





There
were no changes in our internal controls or in other factors that could affect
our disclosure controls and procedures subsequent to the Evaluation Date, nor
any deficiencies or material weaknesses in such disclosure controls and
procedures requiring corrective actions.




ITEM
9B – OTHER INFORMATION




None.




PART
III




ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Each of
our directors serves until his or her successor is elected and
qualified.   Each of our officers is elected by the Board of
Directors to a term of one (1) year and serves until his or her successor is
duly elected and qualified, or until he or she is removed from
office.   The Board of Director has no nominating or compensation
committees.




14




The name,
address, age and position of our present officers and directors are set forth
below:




Name
      and Address
                      
                      Position(s)
                      
                      AgeJames
      Payyappilly
                        Payyappilly
      House,
                        Thiruthipuram
      P.O., Ernakulam, Dt. Kerala, India
                      
                      Chief
      Executive Officer, President
                        And
      Director (1)
                      
                      48Josey
      Sajan
                        Theruvappuzha
      House, Kalparambu,P.O. Kerala, India
                      
                      Chief
      Financial Officer, Chief Accounting
                        Officer,
      Secretary, Treasurer and Director (2)
                      
                      32Tessy
      Francis
                        Attokaran
      House, Elenjipra, P.O. 680721, Kerala, India
                      
                      Vice
      President and Director (3)
                      
                      36





(1)     James
Payyappilly was appointed a director on August 2, 2007, and President and Chief
Executive Officer on August 7, 2007.





(2)     Josey
Sajan became a director, Secretary Treasurer and Chief Financial Officer on
August 7, 2007.





(3)     Tessy
Francis became a director and Vice President on August 7, 2007.




Background
of Officers and Directors




None of
our directors or officers has professional or technical accreditation in the oil
or gas businesses.  None of our officers and directors work full time
for our company.  Each spends no more than eight hours a month on our
business and administrative matters.





JAMES
PAYYAPPILLY has been a director since inception and our President and CEO since
August 7, 2007.  Following graduation from Andhra Pradesh University
with a bachelor’s degree in economics, Mr. Payyappilly went to work for his
families business, Trava Fertilizers, a company offering a wide range of
products (farm equipment, fertilizers, pesticides, herbicides, seeds etc.) to
commercial farmers.  While he remains a director of Trava Farms, in
1999 Mr. Payyappilly started his own business, Maria Estates, which operates
livestock breeding (Jersey Cows and Jamnapuri Goats) and tropical plant nursery
businesses from a 7 acre farm in Andhra Pradesh. Since 2001 Mr.
Payyappilly  has worked exclusively as owner/manager of Maria Estates,
a growing business with over 20 fulltime employees.  Mr. Payyappilly’s
wealth of business and management experience will bring valuable leadership and
executive experience to our Board of Directors.





JOSEY
SAJAN has been a director and our Secretary, Treasurer, Chief Accounting Officer
and Chief Financial Officer since August 2007. Mrs. Sajan hold a bachelor’s
degree. in Economics from Calicut University.  In 2000 Mrs. Sajan
opened her own business, Eves Spa, which offers hair care, manicure/pedicures
and related services for woman and later expanded its services to provide a
women’s fitness centre and yoga studio.  In 2004 Mrs. Sajan also
opened a publishing business, Deepam Books, to assist up and coming writers to
showcase their work.  Mrs. Sajan continues to operate these business
ventures from Andhra Pradesh, India.  Mrs. Sajan’s experience with
these ventures will bring valuable operational experience to our Board of
Directors.





TESSY
FRANCIS has been a director and our Vice President since August
2007.  Ms. Francis graduated from Andhra Pradesh University with a
bachelor’s degree in Communications in 1993 and a master’s degree in
Communication in 1995.  Following her graduation in 1995, Mrs. Francis
served as a lecturer  to Commerce students at Jyothis College, a
private college affiliated with Calicut University, Andhra
Pradesh.  In 2001 Mrs. Francis established her own accounting firm
while she continued as a full time lecturer at Jyothis College.  By
2004 her accounting business had grown to the point that she  resigned
as a fulltime lecture to devote more time to her accounting
business.  Since 2004 Mrs. Francis has devoted her efforts to her
growing accounting business, which now employs 12 accountants on a fulltime
basis. Mrs. Francis retains the position of Visiting Professor at Jyothis
College.  Mr. Francis’s experience operating a growing business, as
well as her accounting expertise, will bring valuable experience and knowledge
to our Board of Directors.





Neither
Messrs. Payyappilly, Sajan, nor Francis have any family relationships with any
of our other directors or executive officers, or persons we have nominated or
chosen to become directors or executive officers.





Audit
Committee Financial Expert





Our audit
committee is comprised of Mr. Payyappilly and Mrs. Francis.




15




Our board
of directors has determined that we do not have an audit committee member that
qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)
of Regulation S-K, nor do we have an audit committee member that qualifies
as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A
under the Securities Exchange Act of 1934, as amended, and as defined by Rule
4200(a)(14) of the NASD Rules.





We
believe that our current audit committee is capable of analyzing and evaluating
our financial statements and understanding internal controls and procedures for
financial reporting. We believe that retaining an independent director who would
qualify as an “audit committee financial expert” would be overly costly and
burdensome and is not warranted in our circumstances given the stage of our
development and the fact that we have not generated any positive cash flows from
operations to date.





As and
when we generate sufficient revenue in the future, we intend to identify and
appoint a financial expert to serve on our audit committee.





Compliance
with Section 16(a) of the Securities Exchange Act of 1934





Based
solely upon a review of Forms 3, 4 and 5 delivered to us as filed with the
Securities Exchange Commission, our executive officers and directors, and
persons who own more than 10% of our Common Stock timely filed all required
reports pursuant to Section 16(a) of the Securities Exchange Act.





Code
of Ethics





We have
adopted a Code of Business Ethics and Control for the Board of Directors
applicable to our principal executive officer and principal financial officer in
their role as directors.  Given the overlap between our executive
officers and directors, we have not thought it necessary to adopt a separate
Code of Ethics for our executive officers.  A copy of the Code of
Business Ethics and Control for the Board of Directors may be obtained free of
charge, upon written request to the Company at 123 West Nye Lane, Suite 129,
Carson City, Nevada.





ITEM
11.      EXECUTIVE COMPENSATION





To date
we have no employees other than our officers.  No compensation has
been awarded, earned or paid to our officers.  We have no employment
agreements with any of our officers.  We do not contemplate entering
into any employment agreements until such time as we have proven
reserves.


Summary
Compensation Table





(a)
                                                  
                                                  (b)
                                                  
                                                  (c)
                                                  
                                                  
                                                  (d)
                                                  
                                                  
                                                  (e)
                                                  
                                                  
                                                  (f)
                                                  
                                                  
                                                  (g)
                                                  
                                                  
                                                  (h)
                                                  
                                                  
                                                  (i)
                                                  
                                                  
                                                  (j)Nameand PrincipalPosition
                                                  
                                                  Year
                                                  
                                                  Salary ($)
                                                  
                                                  
                                                  Bonus ($)
                                                  
                                                  
                                                  Stockawards ($)
                                                  
                                                  
                                                  OptionAwards (#)
                                                  
                                                  
                                                  Non-EquityIncentive PlanCompensation($)
                                                  
                                                  
                                                  Change inPension ValueandNonQualifiedDeferredCompensationEarnings ($)
                                                  
                                                  
                                                  All other
                                                    Compensation($)
                                                  
                                                  
                                                  Total ($)James
      Payyappilly
                                                  
                                                  2008
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-Principal
      Executive
                                                  
                                                  2009
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-Officer,
      President and Director
                                                  
                                                  2010
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-Josey
      Sajan
                                                  
                                                  2008
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-Principal
      Financial Officer,
                                                  
                                                  2009
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-Principal
      Accounting Officer, Secretary Treasurer and Director
                                                  
                                                  2010
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-Tessy
      Francis
                                                  
                                                  2008
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-Director
                                                  
                                                  2009
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-2010
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-
                                                  
                                                  
                                                  
                                                  -0-




16




We have
no standard arrangement to compensate directors for their services in their
capacity as directors.  Directors are not paid for meetings
attended.   All travel and lodging expenses associated with
corporate matters are reimbursed by us, if and when incurred.





ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS




The
following table sets forth, as at July 1, 2010, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares.  Share ownership is deemed to include all shares
that may be acquired through the exercise or conversion of any other security
immediately or within sixty days of July 1, 2010.  Such shares that
may be so acquired are also deemed outstanding for purposes of calculating the
percentage of ownership for that individual or any group of which that
individual is a member.  Unless otherwise indicated, the stockholders
listed possess sole voting and investment power with respect to the shares
shown.




Title of Class
                  
                  Name and Address of
                    Beneficial Owner
                  
                  Amount and Nature of
                    Beneficial Ownership (1)
                  
                  
                  Percent of
                    ClassCommon
      Stock
                  
                  James
      Payyappilly
                  
                  
                  0
                  
                  
                  
                  0
                  %Common
      Stock
                  
                  Josey
      Sajan
                  
                  
                  0
                  
                  
                  
                  0
                  %Common
      Stock
                  
                  Tessy
      Francis
                  
                  
                  0
                  
                  
                  
                  0
                  %Common
      Stock
                  
                  Directors
      and Executive Officers as a Group(3
      persons)
                  
                  
                  0
                  
                  
                  
                  0
                  %




(1)
            Consists
      of the aggregate total of shares of common stock held by the named
      individual directly, based upon information furnished to us by the
      directors and executive officers or obtained from our stock transfer books
      showing 40,000,000 shares of common stock outstanding as of July 1,
      2010.  For purposes of computing “beneficial ownership” and the
      percentage of outstanding common stock held by each person or group of
      persons named above as of July 1, 2010, any security which such person or
      group of persons has the right to acquire within 60 days after such date
      is deemed to be outstanding for the purpose of computing beneficial
      ownership and the percentage ownership of such person or persons, but is
      not deemed to be outstanding for the purpose of computing the percentage
      ownership of any other person.




Equity
Compensation Plan Information




We have
no active equity compensation plans and there are currently no outstanding
options from prior plans.





ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE




Transactions
with Related Persons





There
were no related party transactions, or series of similar transactions since the
beginning of our last fiscal year or any currently proposed transactions, or
series of similar transactions, to which we were or are to be a part, which are
reportable under Item 404(a) and (d) of Regulation S-K.





Transactions
with Promoters





We do not
have any promoters and have not had any transactions with any
promoters.





Director
Independence




During
the past fiscal year we did not have any independent directors on our
board.  We evaluate independence by the standards for director
independence established by applicable laws, rules, and listing standards
including, without limitation, the standards for independent directors
established by The New York Stock Exchange, Inc., The NASDAQ National Market,
and the Securities and Exchange Commission.




17




Subject
to some exceptions, these standards generally provide that a director will not
be independent if (a) the director is, or in the past three years has been,
an employee of ours; (b) a member of the director’s immediate family is, or
in the past three years has been, an executive officer of ours; (c) the
director or a member of the director’s immediate family has received more than
$120,000 per year in direct compensation from us other than for service as a
director (or for a family member, as a non-executive employee); (d) the
director or a member of the director’s immediate family is, or in the past three
years has been, employed in a professional capacity by our independent public
accountants, or has worked for such firm in any capacity on our audit;
(e) the director or a member of the director’s immediate family is, or in
the past three years has been, employed as an executive officer of a company
where one of our executive officers serves on the compensation committee; or
(f) the director or a member of the director’s immediate family is an
executive officer of a company that makes payments to, or receives payments
from, us in an amount which, in any twelve-month period during the past three
years, exceeds the greater of $1,000,000 or two percent of that other company’s
consolidated gross revenues.





ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES




The
following table shows the fees paid or accrued by us for the audit and other
services provided by Madsen & Associates CPA’s Inc. for the fiscal periods
shown.




March 31, 2010
                      
                      
                      March 31, 2009Audit
      Fees
                      
                      $
                      4,750
                      
                      
                      $
                      0Audit
      — Related Fees
                      
                      
                      0
                      
                      
                      
                      0Tax
      Fees
                      
                      
                      0
                      
                      
                      
                      0All
      Other Fees
                      
                      
                      0
                      
                      
                      
                      0Total
                      
                      $
                      4,750
                      
                      
                      $
                      0





The
following table shows the fees paid or accrued by us for the audit and other
services provided by J. Crane CPA, P.C. for the fiscal periods
shown.





March 31, 2010
                      
                      
                      March 31, 2009Audit
      Fees
                      
                      $
                      0
                      
                      
                      $
                      13,500Audit
      — Related Fees
                      
                      
                      0
                      
                      
                      
                      0Tax
      Fees
                      
                      
                      0
                      
                      
                      
                      0All
      Other Fees
                      
                      
                      0
                      
                      
                      
                      0Total
                      
                      $
                      0
                      
                      
                      $
                      13,500





Audit
fees consist of fees billed for professional services rendered for the audit of
our financial statements and review of the interim financial statements included
in quarterly reports and services that are normally provided by the above
auditors in connection with statutory and regulatory fillings or
engagements.




The full
Board of Directors pre-approves all audit and non-audit services to be performed
by the independent registered public accounting firm in accordance with the
rules and regulations promulgated under the Securities Exchange Act of 1934, as
amended.  The Board of Directors pre-approved 100% of the audit,
audit-related and tax services performed by the independent registered public
accounting firm during the past fiscal year.   The percentage of
hours expended on the principal accountant’s engagement to audit our financial
statements for the most recent fiscal year that were attributed to work
performed by persons other than the principal accountant’s full-time, permanent
employees was 0%.




18


PART
IV




ITEM
15. EXHIBITS , FINANCIAL STATEMENTS SCHEDULES




(a)  (1) 
Financial
Statements.The following financial statements are included in
this report:





Title
      of Document
                    
                    PageReport
      of Madsen & Associates CPA’s Inc.
                    
                    22Consolidated
      Balance Sheet as at March 31, 2010 and 2009
                    
                    23Consolidated
      Statement of Operations for the years ended March 31, 2010 and 2009 and
      for the period from August 2, 2007 (date of inception) to March 31,
      2010
                    
                    24Consolidated
      Statement of Changes in Stockholders’ Deficiency for period from August 2,
      2007 (date of inception) to March 31, 2010
                    
                    25Consolidated
      Statement of Cash Flows for the years ended March 31, 2010 and 2009 and
      for the period from August 2, 2007 (date of inception) to March 31,
      2010
                    
                    26Notes
      to Consolidated Financial Statements
                    
                    27





(a)  (2)   Financial Statement
Schedules





The
following financial statement schedules are included as part of this report:
None.




19


(a)  (3)   Exhibits





The
following exhibits are included as part of this report by
reference:





Exhibit
      Number
                  
                  Name3.1(1)
                  
                  Certificate
      of Incorporation3.2(1)
                  
                  Articles
      of Incorporation3.3(1)
                  
                  By-laws5(1)
                  
                  Stock
      Specimen10.1(1)
                  
                  Transfer
      Agent and Registrar Agreement, dated August 10, 2007, with Action Stock
      Transfer Corporation10.2(2)
                  
                  Carry
      Agreement, dated October 27, 2009, between Baytor Energy LLC and Coach
      Capital, LLC10.3(3)
                  
                  Net
      Profits Agreement, dated January 19, 2010, between Mara Energy, LLC and
      Imperial Oil and Gas, Inc.10.4(4)
                  
                  Supply
      of Services Agreement, dated April 1, 2010, between Sydney Oil & Gass,
      LLC, Robert R. Durbin and Imperial Oil and Gas, Inc.10.5(4)
                  
                  Consulting
      Services Agreement, dated April 1, 2010, between Mara Energy, LLC and
      Imperial Oil and Gas, Inc.21
                  
                  List
      of Subsidiaries31.1
                  
                  Certification
      of Principal Executive Officer Pursuant to 18 U.S.C., Section 1350, as
      Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
                  
                  Certification
      of Principal Financial Officer Pursuant to 18 U.S.C., Section 1350, as
      Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
                  
                  Certification
      of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                  
                  Certification
      of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.99.1
                  
                  Cochran
      #1 Well and Greater Garwood Prospect Reservoir Evaluation, dated December
      22, 2009.




(1)
            Incorporated
      by reference from our Registration Statement on Form S-1 filed on July 7,
      2008.


(2)
            Incorporated
      by reference to exhibits previously filed on our Current Report on Form
      8-K filed on January 22, 2010.


(3)
            Incorporated
      by reference to exhibits previously filed on our Current Report on Form
      8-K filed on February 1, 2010.


(4)
            Incorporated
      by reference to exhibits previously filed on our Current Report on Form
      8-K filed on April 6, 2010.




20


SIGNATURES




Pursuant
to the requirements of Section 13 and 15(d) of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized





IMPERIAL
RESOURCES, INC.


(Registrant)





Dated:
      July 8, 2010
                /s/ James
      PayyappillyBy:
      James PayyappillyIts:
      President, Chief Executive Officer and Director
                  (Principal
      Executive Officer)





Pursuant
to 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:





Signature
                            
                            Capacity
                            
                            Date/s/
      James Payyappilly
                            
                            President,
      Chief Executive Officer and Director
                            
                            July
      8, 2010James
      Payyappilly
                            
                            (Principal
      Executive Officer)/s/
      Josey Sajan
                            
                            Chief
      Financial Officer, Chief Accounting Officer,
                              Secretary,
      Treasurer and Director
                            
                            July
      8, 2010Josey
      Sajan
                            
                            (Principal
      Financial Officer and Principal AccountingOfficer)





21




MADSEN & ASSOCIATES, CPA’s
      INC.
                  684
      East Vine Street, #3Certified
      Public Accountants and Business Consultants Board
                  Murray,
      Utah, 84107Telephone:
      801-268-2632Fax:
      801-262-3978





Board of
Directors


Imperial
Resources, Inc. and subsidiary


Carson
City, Nevada





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the accompanying consolidated balance sheets of Imperial Resources, Inc.
and subsidiary (Exploration stage company) at March 31, 2010, and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the year ended March 31, 2010 and the period from August 2, 2007 (date
of inception) to March 31, 2010. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.





We did
not audit the financial statements of Imperial Resources, Inc. at March 31, 2009
and for the year then ended.   Those statements were audited by
other auditors whose report has been furnished to us, and our opinion insofar as
it relates to the amounts included here, is based solely on the report of the
other auditors.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The company is not
required to have nor were we engaged to perform an audit of its internal control
over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness for the company’s internal control
over financial reporting.   Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosure in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation. We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, based on our audit and report of other auditors, the consolidated
financial statements referred to above present fairly, in all material respects,
the consolidated financial position of Imperial Resources, Inc. and subsidiary
at March 31, 2010, and the consolidated results of operations and cash flows for
the year ended March 31, 2010 and the period from August 2, 2007 (date of
inception) to March 31, 2010, in conformity with accounting principles generally
accepted in the United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company will need additional working
capital for its planned activities and to service its debt, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





Murray,
      Utah
                  /s/  “Madsen
      & Associates, CPA’s Inc.”June
      25, 2010




22


IMPERIAL
RESOURCES, INC. AND SUBSIDIARY


(Exploration
Stage Company)


CONSOLIDATED
BALANCE SHEETS





March 31,
                          2010
                        
                        
                        March 31,
                          2009ASSETSCURRENT
      ASSETSCash
                        
                        $
                        -
                        
                        
                        $
                        57Accounts
      receivable
                        
                        
                        29,724
                        
                        
                        
                        -Total
      Current Assets
                        
                        
                        29,724
                        
                        
                        
                        57OIL
      AND GAS LEASE (Note 3)
                        
                        
                        898,712
                        
                        
                        
                        -Total
      Assets
                        
                        $
                        928,436
                        
                        
                        $
                        57LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts
      payable
                        
                        $
                        41,563
                        
                        
                        $
                        16,568Accounts
      payable – related parties
                        
                        
                        31,340
                        
                        
                        
                        20,943Total
      Current Liabilities
                        
                        
                        72,903
                        
                        
                        
                        37,511NOTE
      PAYABLE (Note 4)
                        
                        
                        900,000
                        
                        
                        
                        -Total
      Liabilities
                        
                        
                        972,903
                        
                        
                        
                        37,511STOCKHOLDERS’
      DEFICIENCYCommon
      stock500,000,000
      shares authorized, at $0.001 par value;40,000,000
      shares issued and outstanding
                        
                        
                        40,000
                        
                        
                        
                        40,000Capital
      in excess of par value
                        
                        
                        39,625
                        
                        
                        
                        24,025Deficit
      accumulated during the development stage
                        
                        
                        (124,092
                        )
                        
                        
                        (101,479
                        )Total
      Stockholders’ Deficiency
                        
                        
                        (44,467
                        )
                        
                        
                        (37,454
                        )$
                        928,436
                        
                        
                        $
                        57





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





23


IMPERIAL
RESOURCES, INC. AND SUBSIDIARY


(Exploration
Stage Company)


CONSOLIDATED
STATEMENT OF OPERATIONS


For the
years ended March 31, 2010 and 2009 and for the period from August 2, 2007 (date
of inception) to March 31, 2010





Year
                  ended
                  March 31, 2010
                
                
                Year
                  ended
                  March 31, 2009
                
                
                From August 2, 2007
                  (date of inception)
                  to March 31, 2010REVENUEOil
      and gas revenue
                
                $
                29,724
                
                
                $
                -
                
                
                $
                29,724Less:           Depletion
                
                
                (1,288
                )
                
                
                -
                
                
                
                (1,288
                )Operating costs
                
                
                (13,620
                )
                
                
                -
                
                
                
                (13,620
                )Net
      loss on oil and gas revenue
                
                
                14,816
                
                
                
                -
                
                
                
                14,816ADMINISTRATIVE
      EXPENSESAccounting
      and audit
                
                
                10,400
                
                
                
                18,397
                
                
                
                41,318Consulting
                
                
                -
                
                
                
                12,500
                
                
                
                20,000Edgarizing
                
                
                788
                
                
                
                2,362
                
                
                
                3,150Exploration
                
                
                -
                
                
                
                -
                
                
                
                11,217Filing
      fees
                
                
                -
                
                
                
                50
                
                
                
                50Incorporation
      costs
                
                
                625
                
                
                
                -
                
                
                
                1,479Legal
                
                
                -
                
                
                
                4,238
                
                
                
                8,913Management
      fees
                
                
                12,000
                
                
                
                12,000
                
                
                
                30,000Office
                
                
                748
                
                
                
                1,373
                
                
                
                1,630Rent
                
                
                2,400
                
                
                
                2,400
                
                
                
                6,000Telephone
                
                
                1,200
                
                
                
                1,200
                
                
                
                3,000Transfer
      agent fees
                
                
                515
                
                
                
                1,410
                
                
                
                1,924Travel
                
                
                -
                
                
                
                -
                
                
                
                1,474Total
      administrative expenses
                
                
                28,676
                
                
                
                55,930
                
                
                
                130,155LOSS
      FROM OPERATIONS
                
                
                (13,860
                )
                
                
                (55,930
                )
                
                
                (115,339
                )OTHER
      EXPENSESInterest
      on promissory note
                
                
                (8,753
                )
                
                
                -
                
                
                
                (8,753
                )NET
      LOSS
                
                $
                (22,613
                )
                
                $
                (55,930
                )
                
                $
                (124,092
                )NET
      LOSS PER COMMONSHAREBasic
      and diluted
                
                $
                (0.00
                )
                
                $
                (0.00
                )AVERAGE
      OUTSTANDINGSHARESBasic
                
                
                40,000,000
                
                
                
                40,000,000





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





24


IMPERIAL
RESOURCES, INC. AND SUBSIDIARY


(Exploration
Stage Company)


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY


Period
from August 2, 2007 (date of inception) to March 31, 2010





Common
                Shares
              
              
              Stock
                Amount
              
              
              Capital in
                Excess of
                Par Value
              
              
              Accumulated
                DeficitBalance August 2,
      2007
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Issuance
      of common shares on October 31, 2007
              
              
              32,000,000
              
              
              
              32,000
              
              
              
              (29,000
              )
              
              
              -Issuance
      of common shares onDecember
      31, 2007
              
              
              800,000
              
              
              
              8,000
              
              
              
              29,625
              
              
              
              -Capital
      contributions – expenses
              
              
              -
              
              
              
              -
              
              
              
              7,800
              
              
              
              -Net
      operating loss for the period from August 7,2007
      to March 31, 2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (45,549
              )Balance
      as at March 31, 2008
              
              
              40,000,000
              
              
              
              40,000
              
              
              
              8,425
              
              
              
              (45,549
              )Capital
      contributions – expenses
              
              
              -
              
              
              
              -
              
              
              
              15,600
              
              
              
              -Net
      operating loss for the year endedMarch
      31, 2009
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (55,930
              )Balance
      as at March 31, 2009
              
              
              40,000,000
              
              
              
              40,000
              
              
              
              24,025
              
              
              
              (101,479
              )Capital
      contributions – expenses
              
              
              -
              
              
              
              -
              
              
              
              15,600
              
              
              
              -Net
      operation loss for the year endedMarch
      31, 2010
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (22,613
              )Balance
      as at March 31, 2010
              
              
              40,000,000
              
              
              $
              40,000
              
              
              $
              39,625
              
              
              $
              (124,092
              )





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





25


IMPERIAL
RESOURCES, INC. AND SUBSIDIARY


(Exploration
Stage Company)


CONSOLIDATED
STATEMENT OF CASH FLOWS


For the
year ended March 31, 2010 and 2009 and for the period from August 2, 2007 (date
of inception) to March 31, 2010





Year ended
                March 31, 2010
              
              
              Year ended
                March 31, 2009
              
              
              From August 2, 2007
                (date of inception) to
                March 31, 2010CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (22,613
              )
              
              $
              (55,930
              )
              
              $
              (124,092
              )Adjustments
      to reconcile net loss to net cashprovided
      by operating activities:Capital
      contributions – expenses
              
              
              15,600
              
              
              
              15,600
              
              
              
              39,000Depletion
      expense
              
              
              1,288
              
              
              
              -
              
              
              
              1,288Changes
      in accounts receivable
              
              
              (29,724
              )
              
              
              -
              
              
              
              (29,724
              )Changes
      in accounts payable
              
              
              24,995
              
              
              
              3,664
              
              
              
              41,563Net
      Cash  Provided (Used) in Operations
              
              
              (10,454
              )
              
              
              (36,666
              )
              
              
              (71,965
              )CASH
      FLOWS FROM INVESTINGACTIVITIES:Purchase
      of oil and gas lease
              
              
              (900,000
              )
              
              
              -
              
              
              
              (900,000
              )CASH
      FLOWS FROM FINANCINGACTIVITIESProceeds
      from loan from related party
              
              
              10,397
              
              
              
              18,260
              
              
              
              31,340Note
      payable – purchase of oil and gal leases
              
              
              900,000
              
              
              
              -
              
              
              
              900,000Proceeds
      from issuance of common stock
              
              
              -
              
              
              
              -
              
              
              
              40,625910,397
              
              
              
              18,260
              
              
              
              971,965Net
      Increase (Decrease) in Cash
              
              
              (57
              )
              
              
              (18,406
              )
              
              
              -Cash
      at Beginning of Period
              
              
              57
              
              
              
              18,463
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              -
              
              
              $
              57
              
              
              $
              -




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





26


IMPERIAL
RESOURCES, INC. AND SUBSIDIARY


(Exploration
Stage Company)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010


1.
            ORGANIZATION





The
Company, Imperial Resources, Inc., was incorporated under the laws of the State
of Nevada on August 2, 2007 with the authorized capital stock of 500,000,000
shares at $0.001 par value.  The Company organized its wholly-owned
subsidiary, Imperial Oil & Gas Inc. (“Imperial Oil”) under the laws of the
State of Delaware on January 8, 2010.





The
Company was organized for the purpose of acquiring and exploring a mineral
property and later abandoned it.  The Company has decided to focus its
core activities on development and exploration of oil and gas assets in the
United States through its wholly-owned subsidiary.





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Methods





The
Company recognizes income and expenses based on the accrual method of
accounting.





Dividend
Policy





The
Company has not yet adopted a policy regarding payment of
dividends.





Basic and Diluted Net Income
(loss) Per Share





Basic net
income (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding.   Diluted net income
(loss) per share amounts are computed using the weighted average number of
common and common equivalent shares outstanding as if shares had been issued on
the exercise of the common share rights unless the exercise becomes antidulutive
and then only the basic per share amounts are shown in the
report.





Principles of
Consolidation





The
accompanying consolidated financial statements include the accounts of Imperial
Resources, Inc. (parent) and its subsidiary, Imperial Oil & Gas Inc., from
their inception.   All significant intercompany accounts and
balances have been eliminated in consolidation.





Impairment of Long-Lived
Assets





The
Company reviews and evaluates long-term assets for impairment when events or
changes in circumstances indicate that the related carrying amounts may not be
recoverable.  The assets are subject to impairment consideration under
ASC 60-10-35-17 if events or circumstances indicate that their carrying amount
might not be recoverable.   When the Company determines that an
impairment analysis should be done, the analysis will be performed using the
rules of ASC 930-360-35 Asset Impairment, and 360-10-15-3 through 15-5,
Impairment or Disposal of Long-Term Assets.




27


IMPERIAL
RESOURCES, INC. AND SUBSIDIARY


(Exploration
Stage Company)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES -
Continued





Income
Taxes





The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed.   An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.





On March
31, 2010 the Company had a net operating loss carry forward of $124,092 for
income tax purposes.  The tax benefit of approximately $37,000 from
the loss carry forward has been fully offset by a valuation reserve because the
future tax benefit is undeterminable since the Company is unable to establish a
predictable projection of operating profits for future years.  Losses
will expire during 2030.





Foreign Currency
Translations





Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is
recognized.  The functional currency is considered to be US
dollars.





Revenue
Recognition





Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.





Advertising and Market
Development





The company expenses advertising and
market development costs as incurred.





Financial
Instruments





The
carrying amounts of financial instruments are considered by management to be
their fair value due to their short term maturities.





Estimates and
Assumptions





Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.   Actual results could vary from the estimates that
were assumed in preparing these financial statements.




28


IMPERIAL
RESOURCES, INC. AND SUBSIDIARY


(Exploration
Stage Company)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES -
Continued





Statement of Cash
Flows


For the
purposes of the statement of cash flows, the Company considers all highly liquid
investments with a maturity of three months or less to be cash
equivalents.





Environmental
Requirements





At the
report date environmental requirements related to the oil and gas leases
acquired are unknown and therefore any estimate of any future cost cannot be
made.





Recent Accounting
Pronouncements





On
December 31, 2008, the SEC issued the final rule, “Modernization of Oil and Gas
Reporting”(“Final Rule”).   The Final Rule adopts
revisions to the SEC’s oil and gas reporting disclosure requirements and is
effective for annual reports on Form 10-K for years ending on or after December
31, 2009.  Early adoption of the Final Rule is
prohibited.  The revisions are intended to provide investors with a
more meaningful and comprehensive understanding of oil and gas reserves to help
investors evaluate their investments in oil and gas
companies.   The amendments are also designed to modernize the
oil and gas disclosure requirements to align them with current practices and
changes in technology.   Revised requirements in the SEC’s Final
Rule include, but are not limited to:





●
            Oil
      and gas reserves must be reported using the average price over the prior
      12 month period, rather than the year-end
  prices;





●
            Companies
      will be allowed to report, on an optional basis, probable and possible
      reserves;





●
            Non-traditional
      reserves, such as oil and gas extracted from coal and shales, will be
      included in the definition of “oil and gas producing
      activities”;





●
            Companies
      will be permitted to use new technologies to determine proven reserves, as
      long as those technologies have been demonstrated empirically to lead to
      reliable conclusions with respect to reserve
  volumes;





●
            Companies
      will be required to disclose, in narrative form, additional details on
      their proved undeveloped reserves (PUDs), including to total quantity of
      PUDs at year end, any material changes in PUDs that occurred during the
      year, investment and progress made to convert PUDs to developed oil and
      gas reserves and an explanation of the reasons why material concentrations
      of PUDs in individual fields or countries have remained undeveloped for
      five years or more after disclosure as
PUDs;





●
            Companies
      will be required to report the qualifications and measures taken to assure
      the independence and objectivity of any business entity or employee
      primarily responsible for preparing or auditing the reserve
      estimates.




29


IMPERIAL
RESOURCES, INC. AND SUBSIDIARY


(Exploration
Stage Company)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES -
Continued





The
      Company is currently evaluating the potential impact of the Final
      Rule.   The SEC is discussion the Final Rule with FASB
      staff to align FASB accounting standards with the new SEC
      rules.   These discussions may delay the required
      compliance date.





Oil and gas
      leases





The
      Company intends to drill for oil and natural gas on their
      leases.   Drilling costs will be treated as work in
      progress until such time as the well has been finished and its commercial
      potential evaluated.





The
      Company follows the successful efforts method of accounting and will
      capitalize successful wells and related leasehold
      costs.   These costs will be amortized using the unit of
      production method.   Dry hole and related leasehold costs
      will be expensed.  On March 31, 2010, the Company had one
      producing gas well.





3.
            OIL
      AND GAS LEASE





On
      January 20, 2010, Coach Capital, LLC (“Coach”), an unrelated company,
      assigned to the Company’s wholly owned subsidiary a 14.9% working interest
      in the oil, gas and mineral leases in the Greater Garwood hydrocarbon
      exploration project located in Colorado County, Texas (the
      “Project”).   The assignment was made subject to the terms
      and conditions of the leases and that certain unrecorded Participation
      Agreement dated November 5, 2008 between El Paso E & P Company, L.P.
      and Baytor Energy LLC, and the Carry Agreement dated October 27, 2009
      between Baylor Energy LLC and
Coach.





4.
            NOTE
      PAYABLE





On
      January 19, 2010, Imperial Oil borrowed $900,000 from Coach pursuant to a
      promissory note issued to Coach.   The outstanding balance
      under the note will accrue interest at 5% per annum and is due in full on
      January 19, 2013.  If the note and accrued interest are not
      repaid in full between one year and three years after January 19, 2010,
      Coach will be paid 75% of the production revenue received by Imperial Oil
      from the lease, excluding the interest in the Cochran #1
      well.  If the note and accrued interest are not repaid in full
      after three years from January 19, 2010, Coach will be paid 100% of the
      net production revenue received by Imperial Oil from the lease, excluding
      the interest in the Cochran #1
well.





The
      interest on the Note for the period from issuance to March 31, 2010 is
      $8,753 and has been credited to accounts
  payable.





5.
              SIGNIFICANT TRANSACTIONS WITH
      RELATED PARTY





Officers-directors
and their families have no shares in the Company and have made no interest,
demand loans to the Company of $31,340 and have made contributions to capital of
$39,000 in the form of expenses paid for the Company.





30


IMPERIAL
RESOURCES, INC. AND SUBSIDIARY


(Exploration
Stage Company)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010





6.
            CAPITAL
      STOCK





On
October 31, 2007, Company completed a private placement consisting of
195,450,000 post dividend common shares sold to directors and officers for a
total consideration of $3,000.  On December 31, 2007, the Company
completed a private placement of 49,665,000 post dividend common shares a total
consideration of $37,625.  On November 3, 2009, the Company issued a
stock dividend to shareholders of record whereby the Company issued sixty-five
shares of its common stock for each share of common stock held by such
investors. Subsequent to December 31, 2009, 165,750,000 post dividend common
shares were returned to Treasury and later a further 29,465,000 post dividend
common shares were cancelled and returned to Treasury leaving an outstanding
balance of 49,900,000 common shares.





On
      April 29, 2010, a stockholder of the Company returned 9,900,000 shares of
      the Company’s common stock to treasury for
      cancellation.   As a result, the number of shares of the
      Company’s common stock outstanding was reduced from 49,900,000 to
      40,000,000.





The
40,000,000 post dividend common shares are shown as increased from the date of
inception.





7.
            CONTRACTUAL
      COMMITMENTS





On
      January 19, 2010, Imperial Oil entered into a Net Profit Agreement whereby
      Imperial agreed to share profits from certain mutually beneficial oil and
      gas exploration and development opportunities in Canada and the
      continental United States (“Prospects”).  Pursuant to the this
      Agreement, Imperial Oil granted Mara Energy, LLC (“Mara”), a Delaware
      corporation, an interest in the Prospects by way of a Net Profit
      Interest.   The Net Profit Interest is an interest in the
      Prospects that entitles Imperial Oil to receive a monthly amount equal to
      50% of the Net Proceeds resulting from the sale of petroleum substances
      obtained from the Prospects.





Mr.
Robert Durbin, Imperial Oil’s Chief Executive Officer and Chairman of the Board,
owns a 15% interest in Mara.





8.
            GOING
      CONCERN





The
Company intends to seek business opportunities that will provide a
profit.  However, the Company does not have the working capital
necessary to be successful in this effort and to service its debt, which raises
substantial doubt about its ability to continue as a going concern.





Continuation
of the Company as a going concern is dependent upon obtaining additional working
capital and the management of the Company has developed a strategy, which it
believes will accomplish this objective through additional loans from related
parties, and equity funding, which will enable the Company to operate for the
coming year.





31


IMPERIAL
RESOURCES, INC. AND SUBSIDIARY


(Exploration
Stage Company)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2010





9.
            SUBSEQUENT
      EVENTS





Consulting Service
Agreement





On
      April 1, 2010, Imperial Oil & entered into a Consulting Service
      Agreement with Mara Energy, LLC. whereby Mara will provides services
      associated with any future development of Imperial Oil’s working interest
      in both the Greater Garwood oil and gas development exploration assets and
      the producing Cochran #1.





Royalty
Agreement





On April
1, 2010, Imperial Oil entered into an Assignment of Overriding Royalty Interest
Agreement whereby Imperial Oil agrees to pay Sydney Oil & Gas, LLC, a Texas
limited liability company owned by Mr. Robert Durbin, a gross overriding royalty
of 6.6% of 8/8 for each lease or working interest acquired by Imperial
Oil.





Other





The
Company has evaluated subsequent events from the balance sheet date through to
the date of this report and has found no material subsequent events to
report.





32