UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A





(X )
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2009





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





For the transition period form                                                      
toCommission 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)
(I.R.S. Employer Identification No.)





Payyappilly House, Thiruthipuram, P.O., Kottapuram Via., 680667 – Ernakulam Dt. Kerala, India(Address of principal executive offices)





011-91-484-248-6928(Registrant’s telephone number)





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





Indicate by check mark whether the registrant (1) 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





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   [   ]                                                                                                           Accelerated
filer                      [   ]





Non-accelerated filer     [   ]  (Do not check if a small reporting company)                            Small reporting company     
 [X]





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [  ]   No   [X]




APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PROCEDING FIVE YEARS





Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes□No □





APPLICABLE ONLY TO CORPORATE ISSUERS





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





October 15, 2009 : 3,752,500 common shares








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PageNumberPART 1.
FINANCIAL INFORMATIONITEM 1.
Financial Statements (unaudited)
3Balance Sheet as at September 30, 2009 and March 31, 2009
4Statement of Operations
For the three and six months ended September 30, 2009 and 2008 and for the period from August 2, 2007 (Date of Inception) to September 30, 2009
5Statement of Cash Flows
For the six months ended September 30, 2009 and for the period from August 2, 2007 (Date of Inception) to September 30, 2009
6Notes to the Financial Statements.
7ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
10ITEM 3.
Quantitative and Qualitative Disclosure about Market Risk
20ITEM 4.
Controls and Procedures
21ITEM 4T
Controls and Procedures
21PART 11.
OTHER INFORMATION
21ITEM 1.
Legal Proceedings
21ITEM 1A
Risk Factors
21ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
25ITEM 3.
Defaults Upon Senior Securities
25ITEM 4.
Submission of Matters to a Vote of Security Holders
25ITEM 5.
Other Information
25ITEM 6.
Exhibits
26SIGNATURES.
27







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PART 1 – FINANCIAL INFORMATION





ITEM 1.   FINANCIAL STATEMENTS





The accompanying balance sheets of Imperial Resources, Inc. (Pre-exploration stage company) at September 30, 2009 (with comparative figures as at March 31, 2009) and the statements of operations for the three and six months ended September 30, 2009 and 2008 and from the period from August 2, 2007 (date of inception) through September 30,
2009 and the statements of cash flows for the six months ended September 30, 2009 and 2008 and from August 2, 2007 (date of inception) to September 30, 2009 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal
recurring nature.





Operating results for the three and six months ended September 30, 2009 are not necessarily indicative of the results that can be expected for the year ending March 31, 2010.










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IMPERIAL RESOURCES, INC.


(Pre-exploration Stage Company)


BALANCE SHEETS





(Unaudited – Prepared by Management)





September 30,2009
March 31,2009ASSETSCURRENT ASSETSCash
$   57
$  57Total Current Assets
$   57
$  57LIABILITIES AND STOCKHOLDERS’ DEFICIENCYCURRENT LIABILITIESAccounts payable
$    12,475
$  16,568Accounts payable – related parties
29,757
20,943Total Current Liabilities
42,232
37,511STOCKHOLDERS’ DEFICIENCYCommon stock500,000,000 shares authorized, at $0.001 par value;3,752,500 shares issued and outstanding
3,752
3,752Capital in excess of par value
68,073
60,273Deficit accumulated during the pre-exploration stage
(114,000)
(101,479)Total Stockholders’ Deficiency
(42,175)
(37,454)$  57
$  57







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







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IMPERIAL RESOURCES, INC.


(Pre-exploration Stage Company)


STATEMENT OF OPERATIONS


For the three and six months ended September 30, 2009 and 2008 and for the period from August 2, 2007 (date of inception) to September 30, 2009








Threemonthsended
September 30,2009
Threemonthsended
September 30,2008
Sixmonthsended
September30,2009
Sixmonthsended
September30,2008
From August 2, 2007
(date of inception)
to September 30, 2009REVENUES
$  -
$   -
$    _      -
$     -
$   -EXPENSESAccounting and audit
1,550
3,208
3,600
6,273
34,518Consulting
-
2,500
-
12,500
20,000Edgarizing
262
1,207
525
1,207
1,680Exploration
-
-
-
-
11,217Filing fees
-
-
-
50
50Incorporation costs
-
-
-
-
854Legal
-
-
-
4,238
8,913Management fees
3,000
3,000
6,000
6,000
24,000Office
385
910
596
998
2,693Rent
600
600
1,200
1,200
4,800Telephone
300
300
600
600
2,400Transfer agent fees
-
354
-
492
1,401Travel
-
-
-
-
1,474NET LOSS FROM OPERATIONS
$   (6,097)
$  (12,079)
$   (12,521)
$    (33,558)
$  (114,000)NET LOSS PER COMMONSHAREBasic and diluted
$   (0.00)
$  (0.00)
$    (0.00)
$    (0.01)AVERAGE OUTSTANDINGSHARESBasic
3,752,500
3,752,000
3,752,000
3,752,000





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








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IMPERIAL RESOURCES, INC.


(Pre-exploration Stage Company)


STATEMENT OF CASH FLOWS


For the six months ended September 30, 2009 and 2008 and for the period from August 2, 2007 (date of inception) to September 30, 2009


(Unaudited – Prepared by Management)





Six monthsended
September 30,2009
Six monthsended
September 30,2008
FromAugust 2, 2007
(date ofinception)to
September 30,2009CASH FLOWS FROM OPERATINGACTIVITIES:Net loss
$ (12,521)
$   (33,558)
$(114,000)Adjustments to reconcile net loss to net cashprovided by operating activities:Capital contributions – expenses
7,800
7,800
31,200Changes in accounts payable
(4,093)
(5,745)
12,475Net Cash  Provided (Used) in Operations
(8,814)
(31,503)
(70,325)CASH FLOWS FROM INVESTINGACTIVITIES:
-
-
-CASH FLOWS FROM FINANCINGACTIVITIESProceeds from loan from related party
8,814
13,097
29,757Proceeds from issuance of common stock
-
-
40,6258,814
13,097
70,382Net Increase (Decrease) in Cash
-
(18,406)
57Cash at Beginning of Period
57
18,463
-CASH AT END OF PERIOD
$ 57
$  57
$  57











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








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IMPERIAL RESOURCES, INC.


(Pre-exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


September 30, 2009


(Unaudited – Prepared by Management)





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 was organized for the purpose of acquiring and exploring mineral properties.  At the report date mineral claims, with unknown reserves, had been acquired.  The Company has not established the existence of a commercially minable ore deposit and therefore has not reached the exploration stage and is considered
to be in the pre-exploration stage.





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.





Evaluation of Long-Lived Assets





The Company periodically reviews its long term assets and makes adjustments, if the carrying value exceeds fair value.





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 September 30, 2009 the Company had a net operating loss carry forward of $114,000 for income tax purposes.  The tax benefit of approximately $34,200 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.











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IMPERIAL RESOURCES, INC.


(Pre-exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


September 30, 2009


(Unaudited – Prepared by Management)





2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued





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.





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.





Unproven Mining Claim Costs





Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred.








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IMPERIAL RESOURCES, INC.


(Pre-exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


September 30, 2009


(Unaudited – Prepared by Management)





2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Environmental Requirements





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





Recent Accounting Pronouncements





The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.





3.           AQUISITION OF MINERAL CLAIM





On August 10, 2007, the Company acquired the Bhadrachalam Gold Claim located in the India from Pure Minerals LLC., an unrelated company, for the consideration of $5,000.  The Bhadrachalam Gold Claim is located approximately 22 miles northeast of Pollavarara, India.  Under Indian law, the claim remains in good standing as long as the Company has an interest in it.   There is no annual
maintenance fee or minimum exploration work required on the Claim.





4.           SIGNIFICANT TRANSACTIONS WITH RELATED PARTY





Officers-directors and their families have acquired 80% of the common stock issued and have made no interest, demand loans to the Company of $29,757 and have made contributions to capital of $31,200 in the form of expenses paid for the Company.





5.           CAPITAL STOCK





On October 31, 2007, Company completed a private placement consisting of 3,000,000 common shares sold to directors and officers at a price of $0.001 per share for a total consideration of $3,000.  On December 31, 2007, the Company completed a private placement of 752,500 common shares at $0.05 per share for a total consideration
of $37,625.





6.           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.








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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





The following discussion should be read in conjunction with the information contained in the financial statements of Imperial Resources, Inc. (“Imperial”) and the notes 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 Business





We were incorporated under the laws of the State of Nevada on August 2, 2007 (date of inception) under the name of Imperial Resources, Inc.  Our fiscal year end is March 31. From inception, our operations have been primarily limited to organizing our company and acquiring our mineral claim.  Our principal office is located
at Payyappilly House, Thiruthipuram P.O., Kottapuram Via, 680667 – Ernakulam Dt., Kerala, India.  Our telephone is 011-91-484-248-6928.   We do not have any subsidiaries, affiliated companies or joint venture partners.





Our mineral property, the Bhadrachalam Gold Claim (hereinafter the “Imperial Claim”), is a gold exploration project located 35 km Northeast of Pollavarara, (closest city),  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 located in Andhra Pradesh, India.  Imperial acquired the Imperial Claim for the sum of $5,000 by purchase from an unrelated vendor, Pune Minerals, LLC. Our business plan is to explore the Imperial Claim for commercially exploitable reserves of valuable minerals.  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 recently commenced our Phase I exploration work on the Imperial Claim.We have funds sufficient to complete only Phase 1 of a two-phase exploration program, recommended by our professional geologist, for the Imperial Claim.  We anticipate completing Phase I during 2010.





Exploration for minerals is a speculative venture necessarily involving substantial risk.  The expenditures to be made by us on our exploration program may not result in the discovery of commercially exploitable reserves of valuable minerals.  The probability of a mineral claim ever having commercially exploitable reserves
is extremely remote, and in all probability our mineral claims do not contain any reserves.  Any funds spent on the exploration of these claims will probably be lost.  If we are unable to find reserves of valuable minerals or we cannot remove the minerals because we either do not have the capital to do so, or because it is not economically feasible to do so, then we will cease operations and you will lose your investment.





We anticipate that any additional funding that we require will be in the form of equity financing from the sale of our common stock.  There is no assurance, however, that we will be able to raise sufficient funding from the sale of our common stock.  The risky nature of this enterprise and lack of tangible assets places
debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.  We do not have any arrangements in place for any future equity financing.  If we are unable to secure additional funding, we will cease or suspend operations.  We have no plans, arrangements or contingencies in place in the event that we cease operations.





If, on the advice of our independent consulting geologist, Nitesh Varma, we discontinue our exploration of the Imperial Claim, we may seek to acquire other natural resource exploration properties.  Any such acquisition(s) will involve due diligence costs in addition to the acquisition cost.  We will also have an ongoing
obligation to maintain our periodic filings with the appropriate regulatory authorities, which will involve legal and accounting costs.  In the event that our available capital is insufficient to acquire an alternative resource property and sustain minimum operations, we will need to secure additional funding or else we will be compelled to discontinue our business.






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We have earned no revenue since inception.  From August 2, 2007 (inception) through September 30, 2009, we incurred a net loss of $114,000.  Further losses are anticipated in the development of our business.  We have limited financial resources and require additional financing to fund our operations.  These
factors raise substantial doubt about our ability to continue as a going concern.  Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to locate commercially exploitable reserves of valuable minerals.





Our officers and directors have only recently become interested in natural resource exploration.  None of them has any professional training nor technical credentials in the exploration, development, or operation of mines.  We therefore intend to retain qualified persons on a contract basis to perform the exploration of
the property as needed.  We do not have any verbal or written agreement regarding the retention of any qualified engineer or geologist for our exploration program.  Nitesh Varma, the professional geologist we hired to outline a work program on the Imperial Claim, has indicated that, subject to availability, he would be prepared to oversee the exploration program, but we have not discussed any terms of such an arrangement.





We currently have no employees other than our three officers/directors, each of whom will only be devoting approximately eight hours per week, to our operations.  We do not intend to hire any employees for the next twelve months and unless and until we have proven mineral reserves.





James Payyappilly, Josey Sajan and Tessy Francis, our sole officers and directors, control us since they  own, collectively, approximately 80% of our voting stock.





DESCRIPTION OF BUSINESS AND PROERTY


General





The Company was incorporated under the laws of the State of Nevada on August 2, 2007 under the name of Imperial Resources Inc.   The Company does not have any subsidiaries, affiliated companies or joint venture partners.





We have not been involved in any bankruptcy, receivership or similar proceedings since inception nor have we been party to a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.  We are an exploration stage company engaged in the search for mineral
deposits that demonstrate economic feasibility. Specifically, we plan to complete Phase I of our exploration program, described below, during the 2010.  We do not foresee any circumstances that would cause us to alter our current business plan within the next twelve months.





Until recently our activities had been confined to the organizational matters described below.





Business Development of Issuer Since Inception





We raised $3,000 in initial seed capital on October 31, 2007 from our directors and officers.  Monies used to begin the search for and arrange to acquire a mineral property that we consider holds the potential to contain gold were advanced to Imperial by our President James Payyappilly.





In August 2007 we engaged Nitesh Varma, Professional Geologist, to conduct a review and analysis of the Imperial Claim and the previous exploration work undertaken on the property and to recommend a mineral exploration program for the Imperial Claim.  Mr. Varma’s report, summarized below, recommends a three-phase exploration
program for the Imperial Claim.








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On December 31, 2007 Imperial completed a private placement pursuant to Regulation S of the Securities Act of 1933, whereby 752,500 common shares were sold at the price of $0.05 per share to raise $37,625.





Business




We are presently in the pre-exploration stage. We intend to undertake exploration work on the Imperial Claim, located in the sub-district of Khammam, District of Andhra Pradesh, India.




We do not have any ore body and there is no assurance that mineralized material with any commercial value exits on our property.   We have not generated any revenues from our operations.




Mineral exploration is typically conducted in phases.  Each subsequent phase of exploration work is recommended by a geologist based upon the results of the most recently completed phase of exploration.




To date, we have not conducted any significant exploration work on the Imperial Claim.  We hope to have funds sufficient to complete Phase 1 of a two-phase exploration program recommended for the Imperial Claim.  Our Phase I work is exploratory in nature.  There can be no assurance that a commercially viable mineral
deposit, an ore reserve, exists on the Imperial Claim or can be shown to exist unless and until sufficient and appropriate exploration work is carried out and a comprehensive evaluation of such work concludes economic and legal feasibility.   Such work could take many years of exploration and would require expenditure of very substantial amounts of capital, capital we do not presently have and may never be able to raise.




Imperial Claim





Imperial is the registered and beneficial owner of a 100% interest in the Imperial Claim, located in Andhra Pradesh, India.





Beneficial ownership of the Imperial Claim confers the rights to the minerals on the Imperial Claim.





The Imperial Claim covers an area of approximately 957.6 hectares (approximately 2,366 acres).





The Imperial Claim was selected for acquisition due to previously recorded exploration work and substantial past gold production in the immediate area of the Imperial.




There are no permanent facilities, plants, buildings or equipment currently located on the Imperial Claim.





Location, Access, Topographic and Physical Environment




The Imperial Claim is located in sub-district of Khammam, Andhra Pradesh, India.  The Imperial Claim is accessible by all-weather government maintained roads and via railway as well.  Approximately 45 kilometers (28 miles) south-west of the claim is the town of Khammam which provides all necessary amenities and supplies
including, fuel, helicopter services, hardware, prospecting services and drilling companies.  Electrical power is not required at this stage of exploration.  Gas-powered portable generators could supply any electrical power that might be required in the foreseeable future.




The topography and relief of the Imperial Claim is fairly rugged. Tropical mountain forests grow at lower elevations in the northeast corner of the claim and good rock exposure is found along the peaks and ridges in the western portion of the claim. The area has a tropical and humid climate, with an oppressive summer and plentiful seasonal
rainfall. The summer season, from March to May, is followed by the south west monsoon from June to September. The north east monsoon lasts from October to November. The Imperial Claim’s exploration season is year-round although oppressive heat and heavy rains through the summer and fall favor late fall and early winter as the preferred exploration seasons








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Regional, Local & Property Geology





To the east of the Imperial Claim are intrusives consisting of rocks such as tonalite, monzonite, and gabbro while the property itself is underlain by sediments and volcanics. The intrusive also consist of a large mass of granodiorite near  the western most point of the property.




Huge deposits of Semi Precious Garnet deposits occur in Ramapuram, Rudrampur, Sujatha Nagar, Enkur mandals of Khamman district.   These deposits are mostly confined to Forest areas.  Hugh deposits of Semi Precious Garnet deposits occur in Ramapuram, Rudrampur, Sujatha Nagar, Enkur mandals of Khamman district. The hilly
terrains and the middle level plain contain crystalline hard rocks such as charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic veins and basic intrusive such as dolerites and anorthosites.  Coastal zones contain sedimentary limestones, clay, laterites, heavy mineral sands and silica sands. The hill ranges are sporadically capped with laterites and bauxites of residual nature.  Gypsum and
phosphatic nodules occur as sedimentary veins in rocks of the cretaceous age.  Gypsum of secondary replacement occurs in some of the areas adjoining the foothills of the Western Ghats.  Lignite occurs as sedimentary beds of tertiary age.  The Black Granite and other hard rocks are amenable for high polish. These granites occur in most of the districts except the coastal area.




The principal bedded rocks for the area of Imperial Claim (and for most of India for that matter) are Precambrian rocks which are exposed along a wide axial zone of a broad complex.




Gold at the Bayyaram Gold Mine (which, as stated above, is in close proximity to the Imperial Claim) is generally concentrated within extrusive Precambrian rocks in the walls of large volcanic caldera. In general the volcanoes culminate with effluents of hydrothermal solutions that carry precious metals in the form of naked elements, oxides
or sulphides.




These hydrothermal solutions intrude into the older rocks as quartz veins. These rocks may be broken due to mechanical and chemical weathering into sand size particles and carried by streams and channels. Gold occurs also in these sands as placers.




The Varma Report indicates that recent exploration by others, in search for gold occurrence in Andhra Pradesh District, have yielded encouraging results. The Varma Report states that gold belt in sheared gneissic rocks has been found in three sub parallel auriferous load zones in Andhra Pradesh District, where some blocks having 250 to 500
meter length and 1.5 to 2 meters in width, and that these load zones have the potential to have commercial value.




Recommended Exploration Work




Mr. Nitesh Varma, P. Eng., authored the "Summary of Exploration on the Bhadrachalam Property, Andhra Pradesh, India” dated September 7, 2007 (the “Varma Report”), in which he recommended a phased exploration program to properly evaluate the potential of our property. We must conduct exploration to determine what minerals
exist on our property and whether they can be economically extracted and profitably processed. Subject to having funds sufficient to do so we plan to complete Phase I exploration work on the Imperial Claim, in the manner recommended in the Varma Report, to determine the potential for discovering commercially exploitable deposits of gold and/or uranium.




As noted in the Varma Report, records indicate the Imperial Claim has seen very limited historical exploration.   However, the locale of our property is well known for numerous productive, commercial gold mineral occurrences.  We do not have any ores or reserves whatsoever at this time on the Imperial Claim. Our planned
Phase I work is exploratory in nature.




The Varma Report concludes that the Imperial Claim is:






-13-






-           underlain by the units of the Precambrian rocks that are found at those mineral occurrence sites.  These rocks consisting of cherts and argillites (sediments) and andesitic to basaltic volcanic have been intruded by granodiorite. Structures and mineralization probably
related to this intrusion are found throughout the region and occur on the claim. They are associated with all the major mineral occurrences and deposits in the area.




-           mineralization found on the claim is consistent with that found associated with zones of extensive mineralization. Past work however has been limited and sporadic and has not tested the potential of the property.




-           potential for significant amounts of mineralization to be found exists on the property and it merits intensive exploration.




The Varma Report recommends a two-phase exploration program to properly evaluate the potential of the claims.   We anticipate, based on the budgets set forth in the Varma Report, that Phase I work will cost approximately $13,600.






Assuming Phase I work identifies suitable targets, thus indicating further exploration of the Imperial Claim is warranted, we intend, provided we are able to raise funds to do so, undertake a Phase II geochemical surveying and sampling program at a cost of a further $24,600.    Assuming the results of a Phase II program
identify suitable drill targets a Phase III drilling program could be undertaken.  Once again, our ability to conduct Phase III work is subject to our ability to raise funds to do so.  Provided we have the funds available to do so, we intend to complete Phase I work at some point during the late fall of 2010.   Precise timing of the Phase I work will depend upon availability of funds as well as weather conditions on the claim. Given the oppressive heat and heavy rains in the
area of the Imperial Claim lasting until late fall 2010, Phase I work will not be undertaken until late in the fall, or early in the winter, of 2010.




Phase I work will include establishing a grid and the creation of maps showing the location of all roads in and near the perimeter of the Imperial Claim.  The laying out of a grid and line cutting involves the physical cutting of the underbrush and overlay to establish an actual grid on the ground whereby items can be related one
to another more easily and with greater accuracy. When we map, we essentially generate a drawing of the physical features of the land we are interested in as well as a depiction of what may have been found in relation to the boundaries of the property. So we will actually draw a scale map of the area and make notes on it as to the location where anything was found that was of interest or not.  In the process we will also identify any showings which appear to warrant sampling, i.e. any rock formations
that appear to warrant our taking soil and rock samples from the claims to a laboratory where a determination of the elemental make up of the sample and the exact concentrations of gold and/or uranium and other indicator minerals can be made.  Based on the Varma Report we expect the costs of Phase I work to total approximately $13,600.




Should Phase I results warrant further work and should we be able to raise additional funds (through the issuance of additional shares, debt securities or loan advances from our directors) to undertake additional work on the Imperial Claim, in Phase II (at an estimated cost of a further $24,600) we expect to undertake a geochemical surveying
and sampling program.  This work would be designed to compare the relative concentrations of gold and other indicator minerals in samples so the results from different samples can be compared in a more precise manner and plotted on a map to evaluate their significance.  If an apparent mineralized zone(s) is identified and narrowed down to a specific area by the Phase I & II work, we expect (again subject to our ability to raise additional funds to do so, through the issuance of additional
treasury shares, debt securities or loan advances from our directors) to diamond drill selected targets to test the apparent mineralized zones.  The cost of a drilling program, if deemed warranted, cannot be accurately estimated until we have the results of Phase I and II programs.






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The work is phased in such a manner as to allow decision points to ensure that future work has a value and will provide better or additional information as to the viability of the claim. By utilizing a multi-phase work program, at the end of each phase a decision can be made as to whether the phase has provided the necessary information to
increase the viability of the project. If the information obtained as a result of any phase indicates that there is no increased probability of finding an economically viable deposit at the end of the project, a determination would be made that the work should cease at that point.




Phase II work cannot be undertaken unless and until Imperial is able to raise additional capital as our existing working capital is largely committed to administrative expenses of the Company.  Consequently, if we are unable to raise additional capital we may not be able to undertake any work on the Imperial Claim beyond Phase
I. In addition, provided the results of Phase I exploration work prove encouraging, there is no assurance we will be able to raise the capital necessary to conduct the further exploration work contemplated by Phases II.  The earliest we expect to carry out Phase II work, should we be able to raise the capital to finance Phase II, is in 2010. Should the Phase I work prove unsuccessful in identifying such drill targets, the Company will likely abandon the Imperial Claim and we may have to go out of business.  We
have a limited operating history, no reserves and no revenue.  Accordingly, our ability to raise additional funds might be limited.  If we are unable to raise the necessary funds, we would be required to suspend Imperial’s operations and liquidate our company.




Geology Report




Mr. Nitesh Varma, P. Eng. is, and has for more that twenty (20) years been, a registered Professional Geologist in good standing in the Geological Society of India. He is a graduate of the University of Punjab, with degrees in geology (B. Sc.1979; M. Sc. 1983).  He has acted as a geological consultant for a number of Indian mining
companies on mineral exploration projects in India and around the world.




Management Experience





Our management has no professional training or technical credentials in the exploration, development, and operation of mines.  Consequently, we may not be able to recognize or take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological consultants.  Moreover,
with no direct training or experience, our management may not be fully aware of the specific requirements related to working in this industry.  They may make mistakes in their decisions and choices that could cause our operations and ultimate financial success to suffer irreparable harm.





Competitive Factors





The mining industry is highly fragmented and we will be competing with many other exploration companies looking for minerals. We are one of the smallest exploration companies and are an infinitely small participant in the mineral exploration business. While we will generally compete with other exploration companies, there is no competition
for the exploration of minerals from our claim.





We are a mineral exploration company. We compete with other mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies.





The presence of competing mineral exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to
investors.





We will also be competing with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, mineral exploration supplies and drill rigs.






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Location Challenges





We do not expect any major challenges in accessing the Imperial Claim during the initial exploration stages.





Regulations




Exploration activities are subject to various national, state, foreign and local laws and regulations in the Republic of India, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.
We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in India.




Our exploration activities are subject to various federal, state and local laws and regulations governing protection of the environment. These laws are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our
exploration activities are conducted in material compliance with applicable laws and regulations. Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain exploration activities uneconomic.




Employees





We currently have no employees other than our three officers and directors, who have not been paid for their services and will not receive compensation from the proceeds of this offering.  We do not have any employment agreements with our directors and officers.  We do not presently have pension, health, annuity, insurance,
stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors.





We do not intend to hire additional employees at this time. Unaffiliated independent contractors that we will hire will conduct all of the work on the property. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration
and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.





OUR COMPANY




We are a start-up, exploration stage company, have a limited operating history and have not yet undertaken any exploration activity or generated or realized any revenues from our sole property, the Imperial Claim.   As our property is in the early stage of exploration there is no reasonable likelihood that revenue can be derived
from the property in the foreseeable future.  There can be no assurance that a commercially viable mineral deposit, an ore reserve, exists on the Imperial Claim or can be shown to exist unless and until sufficient and appropriate exploration work is carried out and a comprehensive evaluation of such work concludes economic and legal feasibility.   Such work could take many years of exploration and would require expenditure of very substantial amounts of capital, capital we do not presently
have and may never be able to raise.  We have funds sufficient to complete only Phase 1 of a three-phase exploration program recommended for the Imperial Claim.




Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and
no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the Imperial Claim.  As an exploration stage company we have experienced losses and we expect to continue to experience losses for the foreseeable future.   Our only potential source for cash at this time is investment by others in the Company or loan advances to the Company by our officers or directors.  We must raise
cash to continue our Phase I exploration program and stay in business.






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To meet our need for cash we must raise additional capital.  We will attempt to raise additional money through a private placement, public offering or through loans from our directors and officers.  We have discussed this matter with our officers and directors. However, our officers and directors are unwilling to make any
commitments as to the amount of money they are prepared to advance in the future.  At the present time, we have not made any arrangements to raise additional cash.  We require additional cash to continue operations.  Such operations could take many years of exploration and would require expenditure of very substantial amounts of cash, cash we do not presently have and may never be able to raise.   If we cannot raise this additional cash we will have to abandon our
exploration activities and go out of business.




We estimate we will require approximately $35,803in cash over the next twelve months, including the cost of planned Phase I exploration work for the Imperial Claim during that period.  Our cash on hand will not enable us to continue in business for approximately 12 months.  We
will need additional funds either through the sale of additional shares of our common stock or from advances made by our officers or directors.




Alternatively we may attempt to interest other companies to undertake exploration work on the Imperial Claim through joint venture arrangement or even the sale of part of the Imperial Claim.  Neither of these avenues has been pursued as of the date of this Form 10-Q/A




Since we do not presently have the requisite funds, we are unable to complete Phase I of the recommended exploration program until we raise more money or find a joint venture partner to complete the exploration work.  If we cannot find a joint venture partner and do not raise more money, we will be unable to complete any work recommended
by our independent professional engineer.  If we are unable to finance exploration activities, we may have no alternative but to go out of business.




We do not intend to hire any employees at this time. Any work undertaken on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the
exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.




Limited Operating History; Need for Additional Capital




There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are an exploration stage company and have not generated any revenues from our exploration activities. Further, we have not generated any revenues since our formation on August 2, 2007.  We cannot
guarantee we will be successful in our exploration activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.




To become profitable and competitive, we must invest in the exploration of our property before we start production of any minerals we may find. We must obtain equity or debt financing to provide the capital required to fully implement our phased exploration program.We have
no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we will be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing shareholders.




Trends




We are in the explorations stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future.  We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term.






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Critical Accounting Policies




Our discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.




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 September 30, 2009, we have not generated 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.




Overview




Our financial statements contained herein have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. We incurred net losses from operations for the period from inception on August 2, 2007 to September 30, 2009 of $114,000. We did not
earn any revenues during the aforementioned period.




Our financial statements included in this Form 10-Q have been prepared without any adjustments that would be necessary if we become unable to continue as a going concern and are therefore required to realize upon our assets and discharge our liabilities in other than the normal course of operations.




We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit, a reserve, exits in the Imperial Claim until further exploration work is done and a comprehensive evaluation concludes economic and legal feasibility.  Such work could take many years of exploration and would require expenditure
of very substantial amounts of capital, capital we do not presently have and may never be able to raise.  To date, we have not conducted any exploration work on the Imperial Claim.We have funds sufficient to complete only a portion of Phase 1 of a two-phase exploration program recommended for the Imperial Claim.Subject to raising the requisite additional capital we anticipate completing
Phase I by the end of 2010.




Planned Exploration Program




We must conduct exploration to determine what amounts of minerals exist on the Imperial Claim and if such minerals can be economically extracted and profitably processed.




Our planned exploration program is designed to efficiently explore and evaluate our property.




Subject to raising additional capital, our anticipated exploration costs over the next twelve months on the Imperial Claim are approximately $13,600.  This figure represents the anticipated cost to us of completing the Phase I of the Varma Report.  Should the results of the Phase I work be sufficiently encouraging to justify
our undertaking the Phase II program, in order to undertake Phase II (at an estimated cost of $24,600), we will have to raise additional investment capital.




Liquidity and Capital Resources




Since inception we have raised the capital through private placements of common stock as follows:




As of September 30, 2009 our total assets were $57 and our total liabilities were $42,232 including $28,757 which was owed to related parties.






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Including the cost of completing Phase I exploration program on the Imperial Claim, our non-elective expenses over the next twelve months, are expected to be as follows:





ExpenseAccounting and audit
$     8,880Edgar filing costs
1,155Exploration costs – Balance of Phase I
8,600Filing fees – Nevada; Sec of State
250Legal fees
1,000Office and general expenses
1,000Transfer agent fees
1,500Estimated expenses for the next twelve months
22,385Add: Account payable – unrelated parties at September 30, 2009
13,475Subtotal:
35,860Less: Cash on hand
57Estimated funds required over the next twelve months
$    35,803




Our future operations are dependent upon our ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable operations. As of September 30, 2009, we have not generated revenues, and have experienced negative cash flow from operations. We may look to secure additional funds through future
debt, equity financings or advances from our officers and directors. These sources of financing may not be available or may not be available on reasonable terms.




Six months ended September 30, 2009




We incurred expenses of $12,521 for the six months ended September 30, 2009:




Expenses
For the sixmonths ended September 30,2009Accounting and Audit Fees
$     3,600Edgaring
525Management fees (1)
6,000Office
596Rent (1)
1,200Telephone (1)
600Total
$   12,521





(1) The Company does not pay its directors or officers for the service they render to the Company, including the provision of office space and telephone. However, since October 1, 2007 the company has accrued as expenses (i) $1,000/month on account of management fees; (ii) $200/month for rent and, (iii) $100/month for telephone.  These
amounts will never be paid to the directors and officers in either cash or shares; however they are included for accounting purposes as expenses and as additions to ‘Capital in Excess of Par Value’ on the Balance Sheet.




Balance Sheet





Total cash as at September 30, 2009 was $57.  Our working capital deficiency as of September 30, 2009 was $42,175.  If amounts owed to related parties are excluded there is still a working capital deficit of $13,418.






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Our working capital is attributable to the completion of an initial capital contribution on October 31, 2007, which raised $3,000, and a private placement on December 31, 2007, which raised a further $37,625 and funding from our directors.    No revenue was generated during these periods.





Total shareholders’ deficit as of September 30, 2009 was $114,000.  Total shares outstanding as at September 30, 2009 was 3,752,500.





ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK





Market Information





There are no common shares subject to outstanding options, warrants or securities convertible into common equity of our Company.




The number of shares subject to Rule 144 is 2,700,000   Share certificates representing these shares have the appropriate legend affixed on them.





There are no shares being offered to the public other than indicated in our effective registration statement and no shares have been offered pursuant to an employee benefit plan or dividend reinvestment plan.





Our shares are traded on the OTCBB.  Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, we must remain current in our filings with the SEC; being as a minimum Forms 10-Q and 10-K.  Securities already quoted on the OTCBB that become delinquent in their required
filings will be removed following a 30 or 60 day grace period if they do not make their filing during that time.





In the future our common stock trading price might be volatile with wide fluctuations.  Things that could cause wide fluctuations in our trading price of our stock could be due to one of the following or a combination of several of them:





●
our variations in our operations results, either quarterly or annually;●
trading patterns and share prices in other exploration companies which our shareholders consider similar to ours;●
the exploration results on the Bhadrachalam Gold Claim, and●
other events which we have no control over.





In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies.  These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance.  In
the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company.  Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.






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ITEM 4.                      CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of Imperial’s controls and procedures (as defined in the Securities Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the end of the period of the filing of this quarterly report on Form 10-Q (the “Evaluation Date”),
have concluded that as of the Evaluation Date, Imperial’s disclosure and procedures were adequate and effective to ensure that material information relating to it would be made known to it by others, particularly during the period in which this quarterly report on Form 10-Q was being prepared.





ITEM 4T                      CONTROLS AND PROCEDURES





Changes in Internal Controls





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





PART 11 – OTHER INFORMATION





ITEM 1.                      LEGAL PROCEEDINGS





There are no legal proceedings to which Imperial is a party or to which the Bhadrachlam Gold Claim is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.





ITEM 1A                      RISK FACTORS





ANY INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FORM 10-Q BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING  RESULTS  AND
FINANCIAL CONDITION  COULD  BE  SERIOUSLY HARMED.  INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT IN OUR COMPANY.




1.
Our auditors have issued a going concern opinion and we may not be able to achieve our objectives and may have to suspend or cease exploration activity.




Our auditors' report on our March 31, 2009 financial statements expressed an opinion that our Company’s capital resources as of March 31, 2009 are not sufficient to sustain operations or complete our planned activities for the upcoming year unless we complete public offering to 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 to operate which means any persons acquiring shares in our Company will loss their entire investment.




2.
Since mineral exploration is a highly speculative venture, anyone purchasing our stock will likely lose their entire investment.




Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  Exploration for minerals is a speculative venture necessarily involving substantial risk.  The expenditures to be made by us on our exploration program may
not result in the discovery of commercially exploitable reserves of valuable minerals.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of our mineral claim we plan to undertake. The probability of a mineral claim ever having commercially exploitable reserves is extremely remote, and in all probability our mineral claim does not contain any reserves.  Any funds spent on the
exploration of this claim will probably be lost.  Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. We may also become subject to significant liability for pollution, cave-ins or hazards, which we cannot insure or which we may elect not to insure.  In such a case, we would be unable to complete our business plan and our shareholders may lose their entire investment.






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3.
If we don't obtain additional financing our business may fail.




Our cash on hand is definitely not sufficient to complete even Phase I of the proposed exploration of our mineral claim.  We will need to obtain additional financing in order to complete our business plan.  As of September 30, 2009, we had cash on hand of $57 against $42,232 in current liabilities.  Our business
plan calls for significant expenses in connection with the exploration of our mineral property. Phase I of the proposed exploration program on our claims as recommended by our consulting geologist is estimated to cost $13,600, $5,000 of which had been advanced during the prior period.  We will require additional financing in order to complete Phase II, which is estimated to cost $24,600.  Furthermore, if our exploration program is successful in discovering commercially exploitable reserves
of valuable minerals, we will require additional funds in order to place our mineral claim into commercial production.  While we do not presently have sufficient information about the claims to estimate the amount required to place the mineral claims into commercial production, there is a risk that we may not be able to obtain whatever financing is required.  Obtaining additional financing will depend on a number of factors, including market prices for minerals, investor acceptance of our
properties, and investor sentiment.  These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. If we are unsuccessful in obtaining additional financing when we need it, our business may fail before we ever become profitable and our shareholders may lose their entire investment.




4.
It is impossible to evaluate the investment merits of our company because we have no operating history.




We are a pre-exploration stage company with no operating history upon which an evaluation of our future success or failure can be made.  We were incorporated on August 2, 2007, and have accumulated a net loss of $114,000 against no revenue.  Thus far, our activities have been primarily limited to organizational matters,
acquiring our mineral claim, obtaining a geology report and the preparation and filing of a registration statement and completing various Form 10-Ks and 10-Qs.




5.
Market factors in the mining business are out of our control and so we may not be able to profitably sell any minerals that we find.




We have no known ore reserves but even if we are successful in locating commercially exploitable reserves of valuable minerals, we can provide no assurance that we will be able to sell such reserves.  Numerous factors beyond our control may affect the marketability of any minerals discovered. These factors include fluctuations in
the market price of such minerals due to changes in supply or demand, the proximity and capacity of processing facilities for the discovered minerals, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The precise effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital so that our investors
may lose their entire investment.




6.
If we cannot compete successfully with other exploration companies, our exploration program may suffer and our shareholders may lose their investment.




Many of the resource exploration stage companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of properties of merit and on exploration of their properties. In addition, they may be able to afford greater geological expertise
in the targeting and exploration of


resource properties.  As a result, our competitors will likely have resource properties of greater quality and interest to prospective investors who may finance additional exploration and to senior exploration stage companies that may purchase resource properties or enter into joint venture agreements with junior exploration stage
companies.  This competition could adversely impact our ability to finance the exploration of our mineral property.




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7.
Since our executive officers do not have technical training or experience in starting, and operating a mineral exploration company there is a higher risk our business will fail.




Our executive officers have no experience in mineral exploration and do not have formal training in geology or in the technical aspects of management of a mineral exploration company.  This inexperience presents a higher risk that we will be unable to complete our business plan for the exploration of our mineral claims. In addition,
we will have to rely on the technical services of others with expertise in geological exploration in order for us to carry out 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 pursue our business plan. There is thus a higher risk that our operations, earnings and ultimate financial success could suffer irreparable harm and that our investors


will lose all of their investment.




8.
We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend exploration activity.




Provided we have sufficient funds to carry out exploration activity, competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate
or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials as and when we are able to raise the requisite capital.  If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.




9.
Since our officers and directors have other business interests, they will be devoting approximately eight hours per month to our operations, which may result in periodic interruptions or suspensions of exploration.




Our officers have other outside business activities and will only be devoting approximately eight hours per month to our operations.  As a result, our operations may be sporadic and occur at times that are convenient to our officers.  Consequently, our business activities may be periodically interrupted or suspended.




10. Because mineral exploration and development activities are inherently risky, we may be exposed to environmental liabilities. If such an event were to occur it may result in a loss of your investment.




The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. At present, the Imperial Claim, our sole property, does not have a known body of commercial ore. Unusual or unexpected formations, formation
pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in extraction operations and the conduct of exploration programs. We do not carry liability insurance with respect to our mineral exploration operations and we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards. There are also physical risks to the exploration
personnel working in the rugged terrain of Andhra Pradesh, often in poor climatic conditions. Previous mining exploration activities may have caused environmental damage to the Imperial Claim. It may be difficult or impossible to assess the extent to which such damage was caused by us or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective. If the Imperial Claim is found to have commercial quantities of ore, we would be subject to additional
risks respecting any development and production


activities. Most exploration projects do not result in the discovery of commercially mineable deposits of ore.






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11.   Since substantially all of our assets, directors and officers are outside the United States it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our officers and directors.




Substantially all of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States.  We were incorporated in the State of Nevada and have an agent for service in Carson City, Nevada.  Our agent for service will accept on our behalf the service of
any legal process and any demand or notice authorized by law to be served upon a corporation.  Our agent for service will not, however, accept service on behalf of any of our officers or directors.  All of our directors and officers are residents of India and neither of them have an agent for service in the United States.  Therefore, it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers or


directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.




12. 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 mining 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 mineral 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 mineral reserves.  If we are unable to hire key personnel when needed, our exploration program may be slowed down or suspended.





13. Our directors and officers own a controlling percentage of voting stock, which will allow them to make decisions and effect transactions without further shareholder approval.





Our directors and officers own, collectively, approximately 80% of our outstanding shares.  Accordingly, these stockholders, as a group, will be able to control, among other things, the outcome of stockholder votes, including the election of directors, adoption of amendments to our Bylaws and Articles of Incorporation and approval
of significant corporate transactions such as mergers.





14. There is a limited public market for our shares at the present time and therefore our shareholders may never be able to sell their shares which would result in a total loss of their investment.





Our common shares are quoted on the OTC Bulletin Board (“OTCBB”).   At the present time there is a limited market for our shares and hence our shareholders might not be able to sell their shares in an organized market place unless they sell their shares privately.  If this happens, our shareholders might
not receive a price per share which they might have received had there been a public market for our shares.






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15.  Applicable SEC rules governing trading of ‘penny stocks’ limit the liquidity of our common stock which could make it more difficult for our shareholders to sell their shares




As the shares of our common stock are ‘penny stock’, many brokers are unwilling to effect transactions in such common stock which can make it difficult for our shareholders to sell their shares of our common stock if a market develops for that common stock.





Our common stock is defined as a ‘penny stock’ pursuant to Rule 3a51-1 pursuant to the Securities Exchange Act of 1934. Penny stock is subject to Rules 15g-1 through 15g-10 of the Securities Exchange Act of 1934.  Those rules require broker-dealers, before effecting transactions in any ‘penny stock’, to:





-  Deliver to the customer, and obtain a written receipt for, a disclosure


document;


-  Disclose certain price information about the penny stock;


-  Disclose the amount of compensation received by the broker-dealer or any


associated person of the broker-dealer;


-  Send monthly statements to customers with market and price information


about the penny stock; and


-  in some circumstances, approve the purchasers account pursuant to certain standards and deliver written statements to the customer with information specified in those rules.





Rather than comply with those rules, many broker-dealers refuse to enter into penny stock transactions which may make it more difficult for investors to sell their shares of our common stock and thereby liquidate their investments.





16. We anticipate the need to sell additional shares of our common stock in the future meaning that there will be a dilution to our existing shareholders resulting in their percentage ownership in the Company being reduced accordingly.





We expect that the only way we will be able to acquire additional funds is through the sale of our common stock.  This will result in a dilution effect to our shareholders whereby their percentage ownership interest in the Company is reduced.  The magnitude of this dilution effect will be determined by the number of
shares we will have to issue in the future to obtain the funds required.





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





There has been no change in our securities since the fiscal year ended March 31, 2009.





ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES





None





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





There have been no matters brought forth to the securities holders to vote upon during this quarter.





ITEM 5.                      OTHER INFORMATION





Effective June 17, 2009, the Board of Directors engaged Madsen & Associates CPA’s Inc., Unit #3 – 684 East Vine Street, Murray, Utah, 84107 as the Independent Registered Public Accountants to audit the Company’s financial statements for the fiscal year ended March 31, 2010 and any interim periods.   During
the Company’s two most recent fiscal years and any subsequent period, it did not consult Madsen & Associates CPA’s Inc. or any of its members about the application of accounting principles to any specific transactions or any other matters.  During the Company’s most recent fiscal year ended March 31, 2009, J. Crane & Company, 47 Third Street, Suite 301, Cambridge, Massachusetts, 02141, served as the Independent Registered Public Accountants for the audit of the Company’s
financial statements for the fiscal year ended March 31, 2009.    The decision to change accountants was approved by the Board of Directors consisting of James Payyappilly, Josey Sajan and Tessy Francis.






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The engagement effective June 17, 2009 of Madsen & Associates CPA’s Inc. as the Independent Registered Public Accountants for the Company necessarily results in the termination or dismissal of the principal accountants which audited the Company’s statements for the fiscal year ended March 31, 2009, J. Crane & Company.   Based
on the fees for the fiscal year ended March 31, 2009 and assuming the same fees are applicable for the fiscal year ended March 31, 2010, the fees are greater than the proposed fees of Madsen & Associates CPA’s Inc. for the same work.





During the Company’s two most recent fiscal years ended March 31, 2009, there were no disagreements between the Company and J. Crane & Company concerning any matters of accounting principles or practices, financial statements disclosure or audit scope or procedures which disagreement, if not resolved to J. Crane & Company’s
satisfaction would have caused them to make a reference to the subject matter of the disagreements in connection with their report; there were no reportable events as described in Item 304 (a)(1)(v) of Regulation S-K.





J. Crane & Company’s report dated June 23, 2009 on the Company’s financial statements for the fiscal year ended March 31, 2009 did not contain any adverse opinion or disclaimer of opinion, nor was the report qualified or modified as to uncertainty (other than a going concern uncertainty), audit scope or accounting principles.





The Company provided J. Crane & Company with a copy of the foregoing disclosures and requested from J. Crane & Company a letter addressed to the Commission stating whether J. Crane & Company agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which
it does not agree.   J. Crane & Company has verbally indicated they would provide the Company with the above noted letter but as at the date of this Form 10-Q has not done so.  The financial statements included in this Form 10-Q have been reviewed by Madsen & Associates CPA’s Inc.





ITEM 6.                      EXHIBITS





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





3.1

Certificate of Incorporation (incorporated by reference from Imperial’s Registration Statement on Form S-1 filed on July 7, 2008, Registration No. 333-152160)3.2

Articles of Incorporation (incorporated by reference from Imperial’s Registration Statement on Form S-1 filed on July 7, 2008, Registration No. 333-152160)3.3

By-laws (incorporated by reference from Imperial’s Registration Statement on Form S-1 filed on July 7, 2008, Registration No. 333-152160)4

Specimen Stock Certificate (incorporated by reference from Imperial’s Registration Statement on Form S-1 filed on July 7, 2008, Registration No. 333-152160)10.1

Transfer Agent and Registrar Agreement (incorporated by reference from Imperial’s Registration Statement on Form S-1 filed on July 7, 2008, Registration No. 333-152160)







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SIGNATURES




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





IMPERIAL RESOURCES, INC.(Registrant)Date:    October 16, 2009
JAMES PAYYAPPILLYChief Executive Officer, President and DirectorDate:   October 16, 2009
JOSEY SAJANChief Financial Officer, Chief Accounting
Officer, Secretary and DirectorDate:  October 16, 2009
TESSY FRANCISVice President and Director







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