UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A


Amendment
1





(Mark
One)





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


For the
quarterly period ended May 31, 2009





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


For the
transition from _______ to _______





Imperiali,
Inc.


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





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





222
Lakeview Avenue, Suite 160


West
Palm Beach, Florida 33401


(Address
of Principal Executive Offices)





(561)
805-9494


(Issuer’s
Telephone Number, including Area Code)




Indicate
by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days:


YES
þ             NO
 ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 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 þ





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):





Large
accelerated filer  ̈     
Accelerated filer  ̈     
Non-accelerated filer  ̈   
smaller reporting company þ


(Do
not check if a smaller reporting company)





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




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




Class – CommonStock, 39,643,319shares outstanding as ofJuly 9, 2009.





IMPERIALI
INC.


QUARTERLY
REPORT ON FORM 10-Q/A





For the
quarterly period May 31, 2009





EXPLANATORY
NOTE





This
Amendment No. 1 on Form-10-Q/A to the Quarterly Report on Form-10-Q of
Imperiali, Inc. (the Company) for the quarterly period ended May 31, 2009 is
being filed to correct the date referenced in Item 4 CONTROLS AND PROCEDURES
under the paragraph ‘Management’s Report on Internal Control over Financial
Reporting’.  The date has been changed from August 31, 2008 to May 31,
2009.




2




Imperiali,
Inc.


Form
10-Q/A


For
the Quarter Ended May 31, 2009





Table
of Contents


PagePART I
                                FINANCIAL INFORMATIONItem 1.
                                Financial
      StatementsBalance
      Sheets at May 31, 2009 (unaudited) and August 31, 2008
                                4Statements
      of Operations for the three and nine month periods ended May
      31,  2009 and  May 31, 2008
(unaudited)
                                5Statements
      of Cash Flows for the nine month periods ended May 31, 2009 and May 31,
      2008 (unaudited)
                                7Notes
      to Financial Statements
                                8Item 2.
                                Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
                                11Item 3.
                                Quantitative and Qualitative Disclosures About
      Market Risk
                                16Item 4.
                                Controls and Procedures
                                17PART II
                                OTHER INFORMATIONItem 1
                                Legal Proceedings
                                18Item 1A
                                Risk Factors
                                18Item 2
                                Unregistered Sales of Equity Securities and Use of
      Proceeds
                                18Item 3
                                Defaults Upon Senior
    Securities
                                18Item 4
                                Submission of Matters to a Vote of Security
      Holders
                                18Item 5
                                Other Information
                                18Item 6.
                                Exhibits
                                18
      – 19Exh.
      31.1 Section 302 Certification of Chief Executive OfficerExh.
      31.2 Section 302 Certification of Chief Financial OfficerExh.
      32.1 Section 906 Certification of Chief Executive OfficerExh.
      32.2 Section 906 Certification of Chief Financial OfficerSignatures
                                20




3


PART
I.





ITEM
1 - FINANCIAL STATEMENTS




Imperiali,
Inc.


(a
Development Stage Company)


Balance
Sheets


As
of May 31, 2009 and August 31, 2008


(Unaudited)





May 31, 2009
                                
                                
                                August 31, 2008ASSETSCurrent
      assets:Cash
                                
                                $
                                6,874
                                
                                
                                $
                                3,059Total
      current assets
                                
                                
                                6,874
                                
                                
                                
                                3,059Fixed
      assets (net of accumulated depreciation of $1,089 and $160 at May 31, 2009
      and August 31, 2008, respectively)
                                
                                
                                5,666
                                
                                
                                
                                840Total
      assets
                                
                                $
                                12,540
                                
                                
                                $
                                3,899LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable – related party
                                
                                $
                                4,369
                                
                                
                                $
                                43,000Accounts
      payable
                                
                                
                                49,991
                                
                                
                                
                                1,651Note
      payable and accrued interest – related party
                                
                                
                                302,038
                                
                                
                                
                                269,262Total
      current liabilities
                                
                                
                                356,398
                                
                                
                                
                                313,913Stockholders'
      deficit:Common
      stock; $.001 par value; authorized - 500,000,000 shares; 39,643,319
      and 36,961,319 shares issued and   outstanding at May 31,
      2009 and August 31, 2008, respectively
                                
                                
                                39,643
                                
                                
                                
                                36,961Additional
      paid in capital
                                
                                
                                24,725,357
                                
                                
                                
                                16,469,539Accumulated
      deficit prior to entering the development stage
                                
                                
                                (15,983,833
                                )
                                
                                
                                (15,983,833
                                )Accumulated
      deficit since entering the development stage
                                
                                
                                (9,125,025
                                )
                                
                                
                                (832,681
                                )Total
      stockholders' deficit
                                
                                
                                (343,858
                                )
                                
                                
                                (310,014
                                )Total
      liabilities and stockholders' deficit
                                
                                $
                                12,540
                                
                                
                                $
                                3,899





The
accompanying notes are an integral part of these financial
statements


4


IMPERIALI,
INC.


(a
Development Stage Company)


Statements
of Operations


For
the three and nine months ended May 31, 2009 and May 31, 2008


and
the period from September 1, 2007 to May 31, 2009


(unaudited)





For the Three months ended
                  
                  
                  For the Nine months endedMay 31, 2009
                  
                  
                  May 31,
                    2008
                  
                  
                  May 31,
                    2009
                  
                  
                  May 31,
                    2008
                  
                  
                  Development
                    Stage (Sept. 1,
                    2007 to May 31,
                    2009)(Restated)
                  
                  
                  
                  
                  
                  (Restated)Dividend
      Income
                  
                  $
                  —
                  
                  
                  $
                  10
                  
                  
                  $
                  —
                  
                  
                  $
                  735
                  
                  
                  $
                  735Total
      Income
                  
                  
                  —
                  
                  
                  
                  10
                  
                  
                  
                  —
                  
                  
                  
                  735
                  
                  
                  
                  735Expenses:Employees
      and Related Party Consulting
                  
                  
                  12,601
                  
                  
                  
                  9,613
                  
                  
                  
                  8,120,357
                  
                  
                  
                  181,771
                  
                  
                  
                  8,186,497General
      and Administrative
                  
                  
                  26,367
                  
                  
                  
                  12,608
                  
                  
                  
                  126,630
                  
                  
                  
                  354,561
                  
                  
                  
                  202,144Total
      Operating Expenses
                  
                  
                  38,968
                  
                  
                  
                  22,221
                  
                  
                  
                  8,246,987
                  
                  
                  
                  536,332
                  
                  
                  
                  8,388,641Net
      Income (loss) from Operations
                  
                  
                  (38,968
                  )
                  
                  
                  (22,211
                  )
                  
                  
                  (8,246,987
                  )
                  
                  
                  (535,597
                  )
                  
                  
                  (8,387,906
                  )Other
      Income (Expenses):Other
      Expense
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (680,000
                  )Interest
      expense
                  
                  
                  (15,542
                  )
                  
                  
                  —
                  
                  
                  
                  (45,357
                  )
                  
                  
                  —
                  
                  
                  
                  (57,119
                  )Net
      Loss for the period
                  
                  $
                  (54,510
                  )
                  
                  $
                  (22,211
                  )
                  
                  $
                  (8,292,344
                  )
                  
                  $
                  (535,597
                  )
                  
                  $
                  (9,125,025
                  )Earnings
      (loss) per common share – basic and diluted
                  
                  $
                  (0.001
                  )
                  
                  $
                  (0.001
                  )
                  
                  $
                  (0.215
                  )
                  
                  $
                  (0.014
                  )Weighted
      avg. common shares out. – basic and diluted
                  
                  
                  39,643,319
                  
                  
                  
                  36,961,319
                  
                  
                  
                  38,600,468
                  
                  
                  
                  36,945,506





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


5


IMPERIALI, INC.


(a Development Stage
Company)


Statement of Changes in Stockholders'
Equity (Deficit)


From August 31, 2006 to May 31,
2009


(unaudited)





Shares
                          
                          
                          Amount
                          
                          
                          Additional Paidin Capital
                          
                          
                          Accumulated
                            Deficit Prior to
                            Entering the
                            Development
                            Stage
                          
                          
                          Deficit
                            Accumulated
                            Since Entering
                            the Development
                            Stage
                          
                          
                          TotalBalance August 31,
      2006
                          
                          
                          20,358,486
                          
                          
                          $
                          20,358
                          
                          
                          $
                          11,760,605
                          
                          
                          $
                          (11,171,422
                          )
                          
                          $
                          -
                          
                          
                          $
                          609,541Issuance of common
      stock
                          
                          
                          16,561,000
                          
                          
                          
                          16,561
                          
                          
                          
                          4,358,828
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          4,375,389Net loss for the
      year
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (4,812,411
                          )
                          
                          
                          -
                          
                          
                          
                          (4,812,411
                          )Balance August 31,
      2007
                          
                          
                          36,919,486
                          
                          
                          $
                          36,919
                          
                          
                          $
                          16,119,433
                          
                          
                          $
                          (15,983,833
                          )
                          
                          $
                          -
                          
                          
                          $
                          172,519Capital contribted by
      shareholder
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          336,000
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          336,000Shares sold for
      cash
                          
                          
                          41,833
                          
                          
                          
                          42
                          
                          
                          
                          14,106
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          14,148Net loss for the
      year
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          -
                          
                          
                          
                          (832,681
                          )
                          
                          
                          (832,681
                          )Balance August 31,
      2008
                          
                          
                          36,961,319
                          
                          
                          $
                          36,961
                          
                          
                          $
                          16,469,539
                          
                          
                          $
                          (15,983,833
                          )
                          
                          $
                          (832,681
                          )
                          
                          $
                          (310,014
                          )Capital contribted by
      shareholder
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          212,500
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          212,500Stock based
      compensation
                          
                          
                          2,682,000
                          
                          
                          
                          2,682
                          
                          
                          
                          8,043,318
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          8,046,000Net loss for the
      year
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          -
                          
                          
                          
                          (8,292,344
                          )
                          
                          
                          (8,292,344
                          )Balance May 31,
      2009
                          
                          
                          39,643,319
                          
                          
                          $
                          39,643
                          
                          
                          $
                          24,725,357
                          
                          
                          $
                          (15,983,833
                          )
                          
                          $
                          (9,125,025
                          )
                          
                          $
                          (343,858
                          )





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


6





IMPERIALI, INC.


(a
Development Stage Company)


Statements of Cash Flows


For
the nine months ended May 31, 2009 and May 31, 2008


and
the period from September 1, 2007 to May 31, 2009


(unaudited)




For the Nine
                    Months Ended
                    May 31,
                    2009
                  
                  
                  For the Nine
                    Months Ended
                    May 31,
                    2008
                  
                  
                  Development
                    Stage (Sept. 1,
                    2007 to May 31,
                    2009)(Restated)Cash flow from operating activities:Net
      loss
                  
                  $
                  (8,292,344
                  )
                  
                  $
                  (535,597
                  )
                  
                  $
                  (9,125,025
                  )Adjustments
      to reconcile net loss to net cash used
      in operating activities:Stock
      based compensation
                  
                  
                  8,046,000
                  
                  
                  
                  —
                  
                  
                  
                  8,046,000Write-off
      of Kaiser Himmel loan
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  680,000Depreciation
      expense
                  
                  
                  929
                  
                  
                  
                  80
                  
                  
                  
                  1,089Change
      in operating assets and liabilities:Other
      assets
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  9,765Notes
      Receivable
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  (680,000
                  )Change
      in accounts payable and accrued  expenses
                  
                  
                  38,899
                  
                  
                  
                  (201,890
                  )
                  
                  
                  68,698Net cash (used in) operating activities
                  
                  
                  (206,516
                  )
                  
                  
                  (737,407
                  )
                  
                  
                  (999,473
                  )Cash flows from investing activities:Capital
      expenditures
                  
                  
                  (5,755
                  )
                  
                  
                  (1,000
                  )
                  
                  
                  (6,755
                  )Net
      cash (used in) investing activities
                  
                  
                  (5,755
                  )
                  
                  
                  (1,000
                  )
                  
                  
                  (6,755
                  )Cash
      flows from financing activities:Net
      proceeds from related party note
                  
                  
                  3,586
                  
                  
                  
                  300,000
                  
                  
                  
                  261,086Net
      capital contribution from shareholder
                  
                  
                  212,500
                  
                  
                  
                  234,891
                  
                  
                  
                  548,500Proceeds
      from sale of common stock
                  
                  
                  —
                  
                  
                  
                  14,148
                  
                  
                  
                  14,148Net cash provided by financing activities
                  
                  
                  216,086
                  
                  
                  
                  549,039
                  
                  
                  
                  823,734Net increase
      (decrease) in cash
                  
                  
                  3,815
                  
                  
                  
                  (189,368
                  )
                  
                  
                  (182,494
                  )Cash at beginning of period
                  
                  
                  3,059
                  
                  
                  
                  189,368
                  
                  
                  
                  189,368Cash at end of period
                  
                  $
                  6,874
                  
                  
                  $
                  —
                  
                  
                  $
                  6,874Supplemental
      Cash Flow Information:Income taxes paid in cash
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Interest
      paid in cash
                  
                  $
                  3,259
                  
                  
                  
                  —
                  
                  
                  $
                  3,259





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


7


Imperiali
Inc.


(a
Development Stage Company)


Notes
To Financial Statements


(unaudited)




Note
1 - Basis of presentation




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





Note
2 – Going Concern





Imperiali’s
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and settlements of liabilities and
commitments in the normal course of business for the foreseeable
future.  The company has insufficient working capital to meet
operating needs for the next twelve months as of May 31, 2009, which raises
doubt about Imperiali’s ability to continue as a going concern.




Note
3 – Organizational Information





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





Note
4 – Note Payable




As of May
31, 2009 the company has a note payable due of $251,086, plus $50,952 in accrued
interest, to Daniel Imperato a member of the Board of Directors and the interim
CEO.  As of August 31, 2008, the balance of the note was $257,500,
plus $11,762 in accrued interest.





Note 5 - Guaranteed
Commitments





The
Company leases approximately 2,000 square feet of space at 529 Flagler Drive and
the mailing address is 222 Lakeview Avenue, Suite 160, West Palm Beach, Florida
USA 33401. The office space is used for sales, administrative offices, and
customer support.





Note
6 - Related Party Transactions





Included
in current liabilities is $4,369 of accrual expenses owed to Mr. Imperato
for travel and miscellaneous expenses incurred on behalf of the
company.  The Company also received capital contributions of $82,500
from shareholders during the quarter ended May 31, 2009, for a total of $212,500
for the nine months ended May 31, 2009.


8


The
company also owes Mr. Imperato $302,038 related to a note payable and accrued
interest, which is described in Note 4.





Note
7 - Entry into a Material Definitive Agreement





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




Note 8 - Unregistered Sales of Equity
Securities





Pursuant to the share transaction
described above in Note 7, on February 10, 2009, the Company issued2,682,000 shares of its
common stock to entities controlled by Mr. Imperato. These persons were the
only offerees in connection with this transaction. The registrant relied upon
section 4(2) and Regulation D of the Securities Act of 1933, as
amended.





Note
9 – Restatement





The
Company has restated its’ previously issued May 31, 2008 financial statements
for matters related to the following:  revenue, operating expense and
depreciation expense.  The following is a summary of the restatements
for May 31, 2008:





STATEMENT OF
OPERATIONS





Previously
                        reported
                      
                      
                      
                      
                      
                      RestatedNine months
                        ended
                        5/31/2008
                      
                      
                      Adjustment
                      
                      
                      Nine months
                        ended 5/31/2008RevenueConsulting
      Income
                      
                      $
                      358,000
                      
                      
                      $
                      (358,000
                      )
                      
                      $
                      —Interest and
      dividends
                      
                      
                      735
                      
                      
                      
                      —
                      
                      
                      
                      735Total
    Revenue
                      
                      $
                      358,735
                      
                      
                      $
                      (358,000
                      )
                      
                      $
                      735ExpensesEmployee and Related Party
      Consulting costs
                      
                      
                      325,525
                      
                      
                      
                      (143,754
                      )
                      
                      
                      181,771General and
      administrative
                      
                      
                      346,720
                      
                      
                      
                      7,761
                      
                      
                      
                      354,481Depreciation
      Expense
                      
                      
                      —
                      
                      
                      
                      80
                      
                      
                      
                      80Total
    Expenses
                      
                      
                      672,255
                      
                      
                      
                      (135,913
                      )
                      
                      
                      536,332Operating
      Income
                      
                      
                      (313,520
                      )
                      
                      
                      (222,077
                      )
                      
                      
                      (535,597
                      )Other
      (income)expense
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Net Income
      (loss)
                      
                      $
                      (313,520
                      )
                      
                      $
                      (222,077
                      )
                      
                      $
                      (535,597
                      )Earnings
      (loss) per share (basic and diluted)
                      
                      $
                      (0.007
                      )
                      
                      $
                      (0.020
                      )
                      
                      $
                      (0.014
                      )Weighted
      average common shares (basic and diluted)
                      
                      
                      48,200,986
                      
                      
                      
                      (11,255,480
                      )
                      
                      
                      36,945,506





9




The
result of these restatements is an increase in the net loss of
$222,077.





This
Amendment to our Quarter Report on Form 10-Q for the quarter ended May 31, 2008
was filed to amend certain errors in the following sections: shares outstanding,
cash, depreciation expense, interest expense, accounts payable and Shareholders
Equity.





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





1 
      -
              Consulting
      income was overstated by $358,000, which should have been reported as
      capital contributed from
shareholder.


2
      –
            Consulting
      expenses and G&A expenses were overstated by
  $135,993.


3
      –
            Depreciation
      expense was understated by $
80.


10




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




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




Forward-Looking
Statements


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




Overview




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





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




Plan
of Operation




Imperiali,
Inc. (the “Company”) was
incorporated in Florida on September 27, 1994 under the name Automated Energy
Security Inc.





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


11


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




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




In
November 2005, we changed our name to Imperiali, Inc. and commenced operations
as a business development company an investment company and elected to be
regulated as a business development by the Securities and Exchange Commission
under the Investment Company Act 1940. As a business development company, we
were primarily engaged in the business of furnishing capital and making
available managerial assistance to companies that do not have ready access to
capital through conventional financial channels. As a business development
company we were required to comply with numerous regulatory
requirements.





On
November 19, 2007, our Company entered into an initial subscription agreement
with Kaiser Himmel Corporation (“Kaiser”) whereby Kaiser agreed
to purchase 10,000,000 shares of our Company’s common stock in exchange for
Kaiser transferring to the Company 1.6 million shares of Sprint Nextel common
stock, which Kaiser indicated was held in the name of Kaiser at Bank of America.
The shares were purportedly restricted until October 2008.





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


12


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





Pursuant
to the second subscription agreement, which was scheduled to close on February
28, 2008, (i) Kaiser agreed to provide non-cancellable instructions, along with
all necessary and supporting documents related thereto, to Bank of America to
directly transfer the 11.8 million shares Sprint Nextel stock to our Company’s
stock account upon the expiration of the restrictions in October 2008. Such
shares were valued at $175,525,880; and (ii) our Company agreed to loan Kaiser
an aggregate of $3,000,000 at the current prime interest rate plus 1%, and to
deliver 70,000,000 shares of Company common stock to Kaiser.





Upon
closing of both of these transactions Kaiser acquired 80,000,000 shares of our
Company and controlled 62.5% of the Company. Eric Skys, who owned and controlled
Kaiser, appointed himself as our Company’s chief executive officer.





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





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





In
connection with Mr. Sky’s arrest, the FBI seized all of our Company’s data
center equipment in Kaiser’s possession. To date, certain Company funds provided
to Kaiser have not been accounted for, and no Company equipment has been
returned to the Company by the FBI. The Company loaned approximately $680,000 to
Kaiser.





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


13


On
September 1, 2008, Mr. Daniel J. Imperato, our Company’s majority shareholder,
removed the Company’s then current board of directors and named himself as
Interim Non-Executive Chairman Emeritus of our Company, treasurer and as a
member of our board of directors; he also named Mr. Richard E. Biggs as an
additional member of our board of directors. He then cancelled all 80,000,000
shares of Company stock issued to Kaiser as a result of Kaiser’s inability to
deliver the 13.4 million shares of Sprint Nextel stock to our
Company.





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





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





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




Results
of Operations


The
following table summarizes selected unaudited financial information for the
three and nine months ended May 31, 2009 compared to the restated three and nine
months ended May 31, 2008.




For the Three Months Ended
                                            
                                            
                                            For the Nine Months EndedMay 31, 2009
                                            
                                            
                                            May 31, 2008
                                              (restated)
                                            
                                            
                                            May 31, 2009
                                            
                                            
                                            May 31, 2008
                                              (restated)Consulting
      Income
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            —Dividend
      Income
                                            
                                            
                                            —
                                            
                                            
                                            
                                            10
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            735Total
      Income
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            10
                                            
                                            
                                            $
                                            —
                                            
                                            
                                            $
                                            735Expenses:Employees
      and Consulting
                                            
                                            
                                            12,601
                                            
                                            
                                            
                                            9,613
                                            
                                            
                                            
                                            8,120,357
                                            
                                            
                                            
                                            181,771General
      and administrative
                                            
                                            
                                            26,367
                                            
                                            
                                            
                                            12,608
                                            
                                            
                                            
                                            126,630
                                            
                                            
                                            
                                            354561Total
      Operating Expenses
                                            
                                            
                                            38,968
                                            
                                            
                                            
                                            22,221
                                            
                                            
                                            
                                            8,246,987
                                            
                                            
                                            
                                            536,332Net
      Income (loss) from Operations
                                            
                                            
                                            (38,968
                                            )
                                            
                                            
                                            (22,211
                                            )
                                            
                                            
                                            (8,246,987
                                            )
                                            
                                            
                                            (535,597
                                            )Other
      Income (Expenses):Interest
      expense
                                            
                                            
                                            (15,542
                                            )
                                            
                                            
                                            —
                                            
                                            
                                            
                                            (45,357
                                            )
                                            
                                            
                                            —Net
      Loss for the period
                                            
                                            $
                                            (54,510
                                            )
                                            
                                            $
                                            (22,211
                                            )
                                            
                                            $
                                            (8,292,344
                                            )
                                            
                                            $
                                            (535,597
                                            )Loss
      per common share – basic and diluted
                                            
                                            $
                                            (0.001
                                            )
                                            
                                            $
                                            (0.001
                                            )
                                            
                                            $
                                            (0.215
                                            )
                                            
                                            $
                                            (0.014
                                            )Weighted
      avg. common shares outstanding – basic and diluted
                                            
                                            
                                            39,643,319
                                            
                                            
                                            
                                            36,961,319
                                            
                                            
                                            
                                            38,600,468
                                            
                                            
                                            
                                            36,945,506




During
the quarter ended May 31, 2009, the Company incurred a net loss of $54,510.
General and administrative expenses related primarily to insurance, travel,
telephone, other office costs and costs associated with being a reporting
company was $26,367.  Professional fees totaled $12,601, used for
legal and accounting fees.


14


General
and administrative expenses increased $13,759 to $26,367, when comparing the
third quarter of 2009 to 2008, primarily due increases in accounting fees and
computer/internet costs.





For the
nine months ended May 31, 2009 as compared to nine months ended May 31, 2008,
the Company incurred a net loss of $8,292,344 as compared to a loss of $535,597
(restated) for the prior year. The difference mainly is due to the recorded
expense for stock based compensation in the amount of $8,046,000 (2,682,000
shares at $3.00 per share), offset partially by lower operating
expenses.





Compared
to the previous year, the nine months ended May 31, 2009 experienced a
threefold decrease in the cost of internet access and web-hosting expenses as it
began to reestablish itself in the global business development consulting
market.  Through the use of more competitive providers, the
elimination of in-house salaries, and an influx of capital, the company was able
to expand its technological capabilities as it reorganizes and positions itself
for its reintroduction. The costs of insurance, regulatory filings and
professional fees remain a constant fixed cost.





Interest
expense of $15,542 in the quarter ending May 31, 2009 covers accrued interest
payable on the related party loan.  Year to date interest expense is
$45,357.





Liquidity
and Capital Resources




The
Company had cash on hand of $6,874 at May 31, 2009 and had no other assets to
meet ongoing expenses or debts that may accumulate. As of such date, we have
accumulated a deficit of $25,108,858. As of May 31, 2009 we had current
liabilities totaling $356,398.





Operating
Activities


The
decrease of $206,516 in cash resulting from operating activities was primarily
attributable to a net loss after adjustments of $245,415 offset by net increase
in operating liabilities of $38,899.





Investing
Activities


The
Company has fixed assets, net of accumulated depreciation of $5,666 and has no
commitment for any additional capital expenditure and foresees none in the near
future. However, we will incur routine fees and expenses incident to our
reporting duties as a reporting company, and we will incur expenses in finding
and investigating possible acquisitions and other fees and expenses in the event
we make an acquisition or attempt but are unable to complete an acquisition. Our
cash requirements for the next twelve months are relatively modest, principally
operational accounting expenses and other expenses relating to making filings
required under the Securities Exchange Act of 1934 (the “Exchange Act”), which
should not exceed $1.7 million in the fiscal year ending August 31, 2009. Any
travel, lodging or other expenses which may arise related to finding,
investigating and attempting to complete a combination with one or more
potential acquisitions could also amount to thousands of dollars.





Financing
Activities


The
Company generated $216,086 from financing activities through the first nine
months, made up primarily of capital contributions from
shareholders.


15


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




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





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





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





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




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




Critical
Accounting Policies




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





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





ITEM 3
- Quantitative and Qualitative Disclosures about Market Risk





Not
applicable.


16


ITEM
4 - Controls and Procedures





Management’s
Report on Internal Control over Financial Reporting.





The
Company carried out an evaluation, under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e).
 Based upon that evaluation, our principal executive officer and principal
financial officer concluded that, as of May 31, 2009, our disclosure controls
and procedures were not effective to ensure that information required to be
disclosed in reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the required time periods
and is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.





Changes
in internal control over financial reporting





There
were no changes in internal controls over financial reporting that occurred
during the quarter ended May 31, 2009, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.


17


PART II   OTHER INFORMATION





ITEM
1. - LEGAL PROCEEDINGS





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





ITEM 1A.  -
RISK FACTORS





The
Company’s Annual Report on Form 10K for the fiscal year ended August 31,2008
includes a detailed discussion of its risk factors. The information presented
below adds an additional risk factor and should be read in conjunction with the
risk factors and information disclosed in the Company’s Annual Report on Form
10K.





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





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





ITEM
3. - DEFAULTS UPON SENIOR SECURITIES





There
were no defaults upon senior securities during the period ended May 31,
2009.




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





There
were no matters submitted to the vote of securities holders during the period
ended May 31, 2009.




ITEM
5. - OTHER INFORMATION





None.




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





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




31.1
            Certification
      pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
      of 1934 executed by the Principal Executive Officer of the
      Company


31.2
            Certification
      pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
      of 1934 executed by the Principal Financial Officer of the
      Company


18




32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002, executed by the
      Principal Executive Officer of the
Company


32.2
            Certification
      pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002, executed by the
      Principal Financial Officer of the
Company


19


SIGNATURES





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





DATE:  July
15, 2009





Imperiali
      Inc.,RegistrantBy
                            /s/Daniel
      ImperatoDaniel
      Imperato,Interim
      Non-Executive Chairman EmeritusDirector




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




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


20