**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-Q/A**


**Amendment
      4**




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




For
      the
      quarterly period ended November 30, 2006




**o**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15 (D) OF THE EXCHANGE
                ACT**




**Imperiali
      Inc.**





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




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


**777 South Flagler Drive, Suite
      800W**


**West
      Palm Beach, Florida 33401**





(Address
      of Principal Executive Offices)




**(561)
      805-9494**





(Issuer’s
      Telephone Number, including Area Code)




Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
      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
      **o** 
      No **o****




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




State
                the number of shares outstanding of each of the issuer’s classes of common
                equity:Common
                stock; $.001 par value; authorized-500,000,000
                shares; issued and outstanding-2006
                20,358,486 shares; 2005 17,995,986
                shares-




Transitional
      Small Business Disclosure Format (check one): **Yes
      **o**
      No
x**





**IMPERIALI
      INC.**


**QUARTERLY
      REPORT ON FORM 10-Q/A**





For
      the
      quarterly period ended November 30, 2006





**EXPLANATORY
      NOTE**




This
      Amendment No. 4 on Form 10-Q/A to the Quarterly Report on Form 10-QSB of
      Imperiali, Inc. (the Company) for the quarterly period ended November 30, 2006
      is being filed to restate the Company’s Financial Statements to reduce the
      valuation of investments.


In
      regards to Exhibits 31 and 32, the original filings were signed by Charles
      A.
      Fiscina and Brad Hacker in their capacity as Financial Officers of the Company.
      These two individuals are no longer with the Company. Daniel Imperato, as
‘Interim Non-Executive Chairman Emeritus’ will sign the exhibits on the premise
      that the original exhibits were valid and fully complied with the requirements
      with appropriate sections of the Security Exchange Act of 1934 and that the
      information contained in such 10Q and 10K reports fairly represents the
      financial condition and results of operations of Imperiali Inc.


2


**IMPERIALI,
      INC.**


**Balance
      Sheets**


November
      30, 2006 and August 31, 2006


As of
                  November 30,
                
                As of August
                  31,2006
                
                2006Restated**ASSETS**Portfolio
                    At value:Private
                    FinanceCompanies
                    more than 25% owned (cost: 2006 -$3,500,000)
                
                $
                -
                
                $
                -Current
                    assets:Cash
                
                $
                431,664
                
                $
                609,541Total
                    current assets
                
                $
                431,664
                
                $
                609,541Total
                    assets
                
                $
                431,664
                
                $
                609,541LIABILITIES
                    AND STOCKHOLDERS’ EQUITYCurrent
                    liabilities:Due
                    to officer
                
                $
                -
                
                $
                -Total
                    current liabilities
                
                $
                -
                
                $
                -Stockholders’
                    equity:Common
                    stock; $.001 par value; authorized-500,000,000
                    shares; 25,757,486 and 20,358,486shares
                    issued and outstanding at November 30,2006
                    and August 31, 2006 respectively
                
                $
                25,757
                
                $
                20,358Additional
                    paid in capital
                
                
                15,520,242
                
                
                11,760,605Accumulated
                    deficit
                
                
                (11,171,422
                )
                
                (11,171,422
                )Net
                    Income
                
                
                (3,942,913
                )
                
                -Total
                    shareholders’ equity
                
                $
                431,664
                
                $
                609,541Total
                    liabilities and shareholders’ equity
                
                $
                431,664
                
                $
                609,541Net
                    Asset Value per Common Share
                
                $
                .02
                
                $
                .02




See
      notes
      to financial statements


3




**IMPERIALI,
      INC.**


**Statements
      of Operations**




For the Three
              Months Ended
              November 30,
              2006RestatedInterest and Related
                Portfolio Income:Interest
                and dividends
            
            $
            4,806Expenses:General
                and administrative
            
            
            (447,719
            )Net
                Investment Income
            
            $
            (442,913
            )Net
                Realized Gains (losses)
            
            
            (3,500,000
            )Net
                Change in unrealized appreciation
            
            
            -Net
                increase in net assets resulting from operations (loss)
            
            $
            (3,942,913
            )Earnings
                (loss) per common share - basic
            
            $
            (.15
            )Earnings
                (loss) per common share - basic
            
            $
            (.15
            )Weighted
                average common shares outstand.- basic
            
            
            25,757,986Weighted
                average common shares outstand.- diluted
            
            
            25,757,986




See
      notes
      to financial statements


4





**IMPERIALI,
      INC.**


**Statements
      of Change in Net Assets**




For the Three
              Months Ended
              November 30,
              2006RestatedOperations:Net
                Investment Income
            
            $
            (442,913
            )Net
                Realized Gains (losses)
            
            
            (3,500,000
            )Net
                Change in unrealized appreciation
            
            
            -Shareholder
                Distributions:Common
                Stock Dividends
            
            
            -Capital
                share transactions:Common
                stock issued for investments
            
            
            3,500,000Sales
                of Common Stock
            
            
            265,036Total
                Increase in Net Assets
            
            $
            (177,877
            )Net
                assets at beginning of period
            
            $
            609,541Net
                assets at end of period
            
            $
            431,664Net
                asset value per common share
            
            $
            0.02Common
                shares outstanding at the end of period
            
            
            25,757,486




5






**IMPERIALI,
      INC.**


**Statements
      of Investments**


Private
                  Finance
                Portfolio
                  Company
              
              Investment
              
              Cost
              
              ValueImperiali,
                  Org.
              
              
              Common Stock
              
              $
              3,500,000
              
              $
              0




See notes to
      financial statements


6


**IMPERIALI,
      INC.**


**Statements
      of Cash Flows**






For the Three
              Months Ended
              November 30,
              2006RestatedCash
                flows from operating activities:Net
                income (loss)
            
            $
            (3,942,913
            )Adjustments
                to reconcile net income (loss) to
              net
                cash provided by operating activities:Increase
                (decrease) in:Due
                to officerNet
                cash used by operating activities
            
            $
            (3,942,913
            )Cash
                flows from investing activities:Net
                cash used in investing activities
            
            
            —Cash
                flows from financing activities:Common
                stock issued for investments
            
            $
            3,500,000Proceeds
                from common stock
            
            
            265,036Net
                cash provided by financing activities
            
            $
            3,765,036Net
                increase in cash
            
            $
            (177,877
            )Cash
                at beginning of year
            
            $
            609,541Cash
                at end of quarter
            
            $
            431,664




See
      notes
      to financial statements


7





**Imperiali
      Inc.**


**Notes
      To Financial Statements (Unaudited)**




**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 for interim financial information and with 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 annual financial statements. In the opinion of management, all
      adjustments, consisting of normal recurring accruals considered necessary for
      a
      fair presentation, have been included. Operating results for the three months
      ended November 30, 2006 are not necessarily indicative of the results that
      may
      be expected for the year ending August 31, 2007.




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




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




**Forward-Looking
      Statements**




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




**Overview**




Our
      investment objective is to generate both current income and capital appreciation
      to deliver superior, risk adjusted returns to investors through investment
      in
      the debt and equity securities of privately and publicly held micro-cap
      companies (market capitalization below $50 million) that are based in the U.S.
      and that offer products and services that can be successfully expanded, marketed
      and sold in commercially viable international markets. Our principals’
experience combines economic and financial analysis with expertise in business
      strategy and planning, market and demand forecasting, policy analysis, and
      technology development strategy. They have worked on a variety of matters,
      such
      as mergers and acquisitions, new product introductions, strategy and capital
      investment decisions, the outcomes of which often have significant implications
      or consequences for the parties involved. We will offer our portfolio companies
      a wide array of services such as strategy development, performance improvement,
      corporate portfolio analysis, market demand and new product strategies,
      evaluation of intellectual property and other assets and competition analysis.
      Matters such as these often require independent analysis, and as a result,
      companies (such as our portfolio companies) must outsource this work to outside
      experts. We expect that our portfolio companies will turn to us because we
      can
      provide qualified economic and financial experts to address a wide variety
      of
      matters.




8




**Plan
      of Operation**




In
      addition to our internal Company resources, we believe that we will be able
      to
      provide such advice and assistance by using our extensive international network
      of agents and affiliates, located in many countries and regions and spanning
      more than five continents. This network, which we refer to as Imperiali Inc.’s
      Global Advisory Team, is able to monitor and in some cases influence events,
      prudently utilizing the tools and leverage that the portfolio company’s business
      model affords, endeavoring to mitigate risks and safeguard investments, with
      the
      idea of protecting the Company’s shareholders’ interest. We have filed an
      election with the Securities and Exchange Commission to be regulated as a
      business development company under the 1940 Act and expect that election to
      become effective after the effective date of this Registration Statement. As
      a
      business development company, we intend to focus primarily on micro-cap
      companies with sales of $25-$50 million and a strong domestic presence, with
      a
      key product or service that is globally marketable. Micro-cap companies (market
      capitalization below $50 million) are more likely than larger companies to
      focus
      on innovative products and services. Due to the high cost of competition on
      a
      global scale, these micro-caps are losing market share. They may not have the
      advertising dollars to compete, may lack access to long-term debt financing
      for
      expansion and manufacturing and, more generally, they lack the experience and
      contacts to access new global markets.




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




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




Once
      we
      have identified a target portfolio company, we will conduct our due diligence,
      and, as appropriate, determine whether to either (i) invest and advise or (ii)
      merely advise the portfolio company for a fee. Once we have decided to advise
      the portfolio company, we can distribute the portfolio company’s business plan
      or other corporate literature to our agents and affiliates in over 70 countries.
      Based upon the feedback from the various local agents and their local markets,
      we will determine how to proceed to assist the portfolio company in pursuing
      and
      executing viable growth opportunities and strategies in the countries where
      our
      business contacts have indicated clear business interest and market viability.
      Methods of expansion we may recommend to our portfolio companies include, but
      are not limited to, strategic partnering, joint venture, licensing with royalty
      agreement, regional distribution networks, regionalized manufacturing, and
      entry
      into the public markets.




9




In
      addition to investing in and assisting portfolio companies, we will have
      opportunities created through our relationship with the Imperiali Organization,
      which has contractually agreed to serve as the development team for Imperiali
      Inc. The Imperiali Organization has an ongoing series of projects which have
      (or
      may have) application to the global marketplace. Through an agreement between
      Imperiali Organization and the Company, we will have the first right of refusal
      on any and all projects created and developed by the Imperiali
      Organization.




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




This
      plan
      of operation has been adopted in order to attempt to create value for our
      shareholders. For further information on our plan of operation and business,
      see
      Form 10 filed January 18, 2007.





**Results
      of Operations**




During
      the quarter ended November 30, 2006, we incurred a net loss of $3,942,912.
      General and administrative expenses related primarily to rent, salaries,
      telephone, other office costs and costs associated with being a reporting
      company.





***Liquidity
      and Capital Resources***




We
      had
      cash on hand of $431,664 at November 30, 2006 and had no other assets to meet
      ongoing expenses or debts that may accumulate. As of such date, we have
      accumulated a deficit of $11,171,422. As of November 30, 2006 we had expenses
      totaling $ 447,718.




We
      have
      no commitment for any capital expenditure and foresee none. However, we will
      incur routine fees and expenses incident to our reporting duties as a reporting
      company, and we will incur expenses in finding and investigating possible
      acquisitions and other fees and expenses in the event we make an acquisition
      or
      attempt but are unable to complete an acquisition. Our cash requirements for
      the
      next twelve months are relatively modest, principally operational accounting
      expenses and other expenses relating to making filings required under the
      Securities Exchange Act of 1934 (the “Exchange Act”), which should not exceed
      $2,500,000 in the fiscal year ending August 31, 2007. Any travel, lodging or
      other expenses which may arise related to finding, investigating and attempting
      to complete a combination with one or more potential acquisitions could also
      amount to thousands of dollars.




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




10




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




**•**
            failure
                to make timely filings with the SEC as required by the Exchange Act,
                which
                also probably would result in suspension of trading or quotation
                in our
                stock and could result in fines and penalties to us under the Exchange
                Act;**•**
            curtailing
                or eliminating our ability to locate and perform suitable investigations
                of potential acquisitions; or**•**
            inability
                to complete a desirable acquisition due to lack of funds to pay legal
                and
                accounting fees and acquisition-related expenses.




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




***Critical
      Accounting Policies***




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




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.




**Risk
      Factors that May Affect Future Operating Results**




You
      should carefully consider the risks described below before making an investment
      decision. The risks and uncertainties described below are not the only ones
      facing our Company. Additional risks and uncertainties not presently known
      to us
      or what we currently deem immaterial may also impair our business operations.
      If
      any of the following risks actually occur, our business, financial condition,
      or
      results of operations could be materially adversely affected. In such case,
      the
      trading price of our common stock could decline and you could lose all or part
      of your investment. You should also refer to the other information about us
      contained in this Form 10, including our financial statements and related
      notes.




**We
      have only a minimal operating history.**




Our
      operations are subject to all the risks inherent in any new business, including
      the risk that the Company will not achieve its investment objective and that
      its
      net asset value could decline substantially. Although we have identified, on
      a
      preliminary basis, certain micro-cap companies in which we may be interested
      in
      investing, the Company anticipates that it will take up to 90 days after the
      completion of the Offering to invest substantially all of the net proceeds
      received by the Company from the Offering due to the time necessary to complete
      our due diligence, evaluate, structure, negotiate, and close suitable
      investments. In the interim, the Company will invest in temporary investments,
      such as cash and cash equivalents, U.S. government securities and other high
      quality debt investments that mature in one year or less from the date of
      investment, which will earn yields substantially lower than the interest income
      anticipated from investments in portfolio companies. If the expenses of the
      Company exceed the return on the temporary investments, the equity capital
      of
      the Company will be eroded. Additionally, the Company may not be able to pay
      any
      dividends during this period or such dividends may be substantially lower than
      the dividends the Company expects to pay when its portfolio is fully
      invested.




11




**Competition
      could hurt our business.**




Many
      entities, including public and private funds, commercial and investment banks,
      commercial financing companies, business development companies and insurance
      companies will compete with the Company to make the types of investments that
      it
      plans to make in micro-cap companies. Many of these competitors are
      substantially larger, have considerably greater financial, technical and
      marketing resources than the Company will have and offer a wider array of
      financial services. For example, some competitors may have a lower cost of
      funds
      and access to funding sources that are not available to the Company. In
      addition, some competitors may have higher risk tolerances or different risk
      assessments, which could allow them to consider a wider variety of investments
      and establish more relationships. Many competitors are not subject to the
      regulatory restrictions that the 1940 Act will impose on the Company as a
      business development company or the restrictions that the Code will impose
      on
      the Company as a regulated investment company. Some competitors may make loans
      with interest rates that are lower than the rates the Company wishes to offer.
      The competitive pressures the Company faces may have a material adverse effect
      on our business, financial condition and results of operations. Also, as a
      result of this competition, the Company may not be able to take advantage of
      attractive investment opportunities from time to time, and can offer no
      assurance that it will be able to identify and make investments that are
      consistent with our investment objective. We have not finally determined any
      potential investments for the Company’s portfolio, although the Company’s
      competitors are likely to have identified and begun to pursue potential
      investments in which the Company may be interested.




**Voting
      control is centralized in our Board of Directors and
      Officers.**




Nearly
      64% of the Company’s Common Stock is owned directly by our officers and
      directors. Such ownership could block a change of control of the Company. In
      addition, Mr. Imperato’s friends and family own nearly an additional 4%.




**We
      are dependent on a key person.**




Daniel
      J.
      Imperato has principally conducted the development stage activities of the
      Company. Although he is not an employee of the Company, the loss of his services
      as Chairman could negatively affect the Company. The Company has purchased
“key
      man” life insurance on the life of Mr. Imperato.




**We
      anticipate future capital needs but have no certain source of additional
      financing.**




Our
      capital requirements will be significant. Management believes that the net
      proceeds of the Offering should suffice to fund operations and our business
      plan
      for a period of 12 months if the maximum number of shares is sold. However,
      no
      assurance can be given that such proceeds will in fact be sufficient to fund
      operations for such period. The Company has no commitments for long-term
      financing. There can be no assurance that such financing will be available
      on
      favorable terms or at all.




12




**We
      may face leverage risk.**




The
      Company may borrow money or issue debt securities to leverage its capital
      structure. If the Company does so:




**•**
            The
                Company’s common shares will be exposed to incremental risk of loss. In
                these circumstances, a decrease in the value of the Company’s investments
                would have a greater negative impact on the value of its common shares
                than if it did not use leverage.**•**
            Adverse
                changes in interest rates could reduce or eliminate the incremental
                income
                the Company expects to make with the proceeds of any
                leverage.**•**
            The
                Company’s ability to pay dividends on its common shares will be restricted
                if its asset coverage ratio is not at least 200% and any amounts
                used to
                service indebtedness would not be available for such
                dividends.**•**
            It
                is likely that such securities will be governed by an indenture or
                other
                instrument containing covenants restricting the Company’s operating
                flexibility.**•**
            The
                Company, and indirectly its shareholders, will bear the cost of issuing
                and paying interest on such
                securities.




**We
      depend upon key employees to generate revenue.**




We
      are an
      economic and business development firm that will apply analytic techniques
      and
      industry knowledge to various investments in a broad range of portfolio
      companies. Accordingly, our success depends heavily on the efforts, abilities,
      business generation capabilities, and project execution capabilities of our
      employees. In particular, our employees’ personal relationships with our
      portfolio companies are a critical element in obtaining and maintaining
      portfolio companies’ investments. If the Company loses the services of any
      employee or if our employees fail to generate business or otherwise fail to
      perform effectively, that loss or failure could adversely affect our revenues
      and results of operations.




**Much
      of our business plan depends on our non-employee experts.**




The
      Company depends on our relationships with members of our Global Advisory Teams
      and our non-employee consultants to execute our business plan. We believe that
      these people are highly regarded in their fields and locales and that each
      offers a combination of knowledge, experience, and expertise that would be
      very
      difficult to replace. We also believe that the Company will be able to secure
      some investments in portfolio companies and attract other professionals to
      join
      our team in part because the Company can offer the services of these experts.
      Most of these experts can limit their relationships with us at any time for
      any
      or no reason.




13




**Our
      failure to manage growth successfully could adversely affect our revenues and
      results of operations**




We
      anticipate that providing global services will require that we open additional
      offices. Opening and managing new offices often requires extensive management
      supervision and increases our overall selling, general, and administrative
      expenses. Expansion creates new and increased management, investment, and
      training responsibilities for our employees. Expansion also increases the
      demands on our internal systems, procedures, and controls, and on our
      managerial, administrative, financial, marketing, and other resources. Any
      failure on our part to manage growth successfully could adversely affect our
      revenues and results of operations.




**Maintaining
      our professional reputation is crucial to our future success**




Our
      ability to secure new investments and hire qualified persons as employees
      depends heavily on our overall reputation as well as the individual reputations
      of our employees, the members of our Global Advisory Teams and our non-employee
      consultants. Because we expect that in the future the Company will obtain a
      majority of our new investments from existing portfolio companies or from
      referrals by those portfolio companies, any portfolio company that is
      dissatisfied with our performance on a single matter could seriously impair
      our
      ability to secure new investments. Given the frequently high-profile nature
      of
      the matters on which the Company will work, any factor that diminishes our
      reputation or the reputations of any of our employees, the members of our Global
      Advisory Teams and our non-employee consultants could make it substantially
      more
      difficult for us to compete successfully for both new investments and qualified
      persons to hire as employees.




**Our
      investments may result in professional liability**




Our
      services will typically involve difficult analytical assignments and carry
      risks
      of professional and other liability. Many of our investments will involve
      matters that could have a severe impact on a portfolio company’s business, cause
      the portfolio company to lose significant amounts of money, or prevent the
      portfolio company from pursuing desirable business opportunities. Accordingly,
      if a portfolio company is dissatisfied with our performance, that company could
      threaten or bring litigation in order to recover damages or to contest its
      obligation to pay our fees. Litigation alleging that we performed negligently
      or
      otherwise breached our obligations to a portfolio company could expose us to
      significant liabilities and tarnish our reputation.




**Our
      common stock has no prior trading market or liquidity, and the Company cannot
      assure you that any trading market will develop.**




Prior
      to
      the date of this Registration Statement, there has not been any established
      trading market for our common stock. If the Company can qualify, we will attempt
      to register our shares for trading on the American Stock Exchange, although
      the
      Company cannot assure you as to the timing of that application or the likelihood
      of it being accepted. If the application is accepted, we cannot predict the
      extent to which investor interest will lead to the development of an active,
      liquid trading market. Active trading markets generally result in lower price
      volatility and more efficient execution of buy and sell orders for
      investors.




**The
      Company has filed a notice of intent to elect business development company
      status that, once effective, will require us to comply with significant
      regulatory requirements.**




The
      Company filed notice with the Securities and Exchange Commission of our intent
      to elect in good faith, within 90 days from the date of such filing but after
      the effective date of this Registration Statement, to be regulated as a Business
      Development Company under the 1940 Act and be subject to Sections 54 through
      65
      of said Act. Being subject to the business development company provisions
      requires us to meet significant numbers of regulatory and financial requirements
      as discussed in Item 1(c) -- Regulation of the Company. Compliance with these
      regulations is expensive and may create financial problems for us in the future.
      These laws and regulations, as well as their interpretation, may be changed
      from
      time to time. Accordingly, any change in these laws or regulations could have
      a
      material adverse effect on our business.




14




If
      the
      Company does not remain a business development company, the Company might be
      regulated as a closed-end investment company under the 1940 Act, which would
      decrease our operating flexibility. The Company cannot assure you that the
      Company will successfully retain our business development company
      status.




**The
      Company’s election to be and qualification to be treated as a regulated
      investment company presents tax risks.**




To
      maintain its qualification as a regulated investment company under the Code,
      which is required in order for the Company to distribute its income without
      tax
      at the Company level, the Company must meet certain income source, asset
      diversification and annual distribution requirements. Satisfying these
      requirements may require the Company to take actions it would not otherwise
      take, such as selling investments at unattractive prices to satisfy
      diversification, distribution or source of income requirements. In addition,
      while the Company is authorized to borrow funds in order to make distributions,
      under the 1940 Act it is not permitted to make distributions to shareholders
      while its debt obligations and other senior securities are outstanding unless
      certain “asset coverage” tests are met. If the Company fails to qualify as a
      regulated investment company for any reason and becomes or remains subject
      to
      corporate income tax, the resulting corporate taxes could substantially reduce
      its net assets, the amount of income available for distribution and the amount
      of its distributions. Such a failure would have a material adverse effect on
      the
      Company and its shareholders.




For
      U.S.
      federal income tax purposes, the Company will include in income certain amounts
      that it has not yet received in cash, such as original issue discount, which
      may
      arise if the Company invests in zero coupon securities, deferred interest
      securities or certain other securities, or if the Company receives warrants
      in
      connection with the making of a loan or possibly in other circumstances. Such
      original issue discount, which could but is not expected to be significant
      relative to the Company’s overall investment activities, generally will be
      included in income before the Company receives any corresponding cash payments.
      The Company also may be required to include in income certain other amounts
      that
      the Company will not receive in cash.




Since
      in
      certain cases the Company may recognize income before or without receiving
      cash
      representing such income, it may have difficulty making distributions in the
      amounts necessary to satisfy the requirements for maintaining regulated
      investment company status and for avoiding income and excise taxes. Accordingly,
      the Company may have to sell some of its investments at times we would not
      consider advantageous, raise additional debt or equity capital or reduce new
      investment originations to meet these distribution requirements. If the Company
      is not able to obtain cash from other sources, the Company may fail to qualify
      as a regulated investment company and thus be subject to corporate-level income
      tax. Such a failure would have a material adverse effect on the Company and
      its
      shareholders.




**BUSINESS
      DEVELOPMENT COMPANY RISKS**




**Investing
      in small and growth stage companies is inherently risky.**




Investments
      in micro-cap companies and growth stage companies offer the opportunity for
      significant gains. However, each investment involves a high degree of business
      and financial risk that can result in substantial losses,
      including:




15




**•**
            These
                companies may have limited financial resources and may be unable
                to meet
                their obligations under their securities that the Company holds,
                which may
                be accompanied by a deterioration in the value of any
                collateral.**•**
            They
                typically have shorter operating histories, narrower product lines
                and
                smaller market shares than larger businesses, which tend to render
                them
                more vulnerable to competitors’ actions and market conditions, as well as
                general economic downturns.**•**
            They
                are more likely to depend on the management talents and efforts of
                a small
                group of persons; therefore, the death, disability, resignation or
                termination of one or more of these persons could have a material
                adverse
                impact on the portfolio company and, in turn, on the
                Company.**•**
            They
                generally have less predictable operating results, may from time
                to time
                be parties to litigation, may be engaged in rapidly changing businesses
                with products subject to a substantial risk of obsolescence, and
                may
                require substantial additional capital to support their operations,
                finance expansion or maintain their competitive
                position.**•**
            They
                may cease to be treated as private companies for purposes of the
                regulatory restrictions applicable to the Company, in which case
                the
                Company may not be able to invest additional amounts in
                them.**•**
            Little
                public information exists about these companies. The greater difficulty
                in
                making a fully informed investment decision raises the risk of misjudging
                the credit quality of the company, and the Company may lose money
                on its
                investments.




**Investing
      in small and growth stage companies presents valuation difficulties.**




A
      large
      percentage of the Company’s portfolio investments will be in the form of
      securities that are not publicly traded. The fair value of securities and other
      investments that are not publicly traded may not be readily determinable. The
      Company will value these securities at least quarterly at fair value as
      determined in good faith by the Board of Directors, possibly with the assistance
      of an independent valuation firm. However, because fair valuations, and
      particularly fair valuations of private securities and private companies, are
      inherently uncertain, may fluctuate over short periods of time and are often
      based to a large extent on estimates, comparisons and qualitative evaluations
      of
      private information, the Company’s determinations of fair value may differ
      materially from the values that would have been determined if a ready market
      for
      these securities existed. This could make it more difficult for investors to
      accurately value the Company’s portfolio investments and could lead to
      under-valuation or over-valuation of its common shares.




**Portfolio
      companies are likely to need additional funding.**




The
      Company expects that many portfolio companies will require additional financing
      to satisfy their working capital requirements. The amount of additional
      financing needed will depend upon the maturity and objectives of the particular
      company. Each round of venture financing, whether from us or other investors,
      is typically
      intended to provide a portfolio company with enough capital to reach the next
      major valuation milestone. If the funds provided are not sufficient, a portfolio
      company may have to raise additional capital at a price unfavorable to the
      existing investors. The availability of capital is generally a function of
      capital market conditions that are beyond the control of any portfolio company.
      The Company cannot assure you that our management or the managements of
      portfolio companies will be able to predict accurately the future capital
      requirements necessary for success or those additional funds will be available
      to portfolio companies from any source. If funding is not available, some
      portfolio companies may be forced to cease operations.




16




**Business
      development companies’ investments are generally illiquid** .




The
      Company expects to make the majority of our investments in micro-cap companies
      and growth stage companies. Substantially all of the securities of such
      portfolio companies will be subject to legal and other restrictions on resale
      or
      will otherwise be less liquid than publicly traded securities. The illiquidity
      of these investments may make it difficult for the Company to sell such
      investments if the need arises. In addition, if the Company is required to
      liquidate all or a portion of its portfolio quickly, it may realize
      significantly less than the value at which it has previously recorded such
      investments. In addition, the Company may face other restrictions on its ability
      to liquidate an investment in a portfolio company to the extent that it has
      material non-public information regarding such portfolio company.




**Business
      development companies generally require substantial amounts of time to realize
      the benefits from investments** .




The
      Company anticipates that there will be a significant period of time ranging
      from
      one to three years before the Company has obtained funding and completed the
      initial selection of portfolio companies for our first round of equity
      investments. Venture capital investments typically take from four to eight
      years
      from the date of initial investment to reach a state of maturity at which
      liquidation can be considered practical. In light of the foregoing, it is
      unlikely that any significant distributions of the proceeds from the liquidation
      of equity investments will be made for several years after inception, if at
      all.




**The
      Company has not made any commitments to**  **any
      prospective portfolio companies** .




Because
      the Company has not made any commitments to any prospective portfolio company,
      investors will not have an opportunity to carefully evaluate any of the
      portfolio companies that the Company may eventually invest in and such
      evaluation will be entirely dependent upon our management for selecting and
      negotiating with these portfolio companies. The Company cannot assure you that
      we will successfully negotiate a transaction with a portfolio
      company.




**Portfolio
      companies may be more sensitive to economic recessions or downturns.**




Many
      of
      the Company’s portfolio companies may be susceptible to economic slowdowns or
      recessions and may be unable to repay loans or pay dividends during these
      periods. Therefore, the Company’s non-performing assets are likely to increase
      and the value of its portfolio is likely to decrease during these periods.
      Adverse economic conditions also may decrease the value of collateral securing
      some of the Company’s loans and the value of its equity investments. Economic
      slowdowns or recessions could lead to financial losses in its portfolio and
      a
      decrease in revenues, net income and assets. Unfavorable economic conditions
      also could increase funding costs, limit access to the capital markets or result
      in a decision by lenders not to extend credit to the Company. These events
      could
      prevent the Company from increasing investments and harm its operating
      results.




17




A
      portfolio company’s failure to satisfy financial or operating covenants could
      lead to defaults and, potentially, termination of its loans and foreclosure
      on
      its secured assets, which could trigger cross-defaults under other agreements
      and jeopardize the portfolio company’s ability to meet its obligations under
      the debt
      or
      equity securities that the Company holds. The Company may need to incur
      additional expenses to seek recovery upon default or to negotiate new terms
      with
      a defaulting portfolio company. In addition, if one of the Company’s portfolio
      companies were to go bankrupt, even though the Company may have structured
      its
      interest as senior debt, depending on the facts and circumstances, including
      the
      extent to which the Company actually provided significant managerial assistance
      to that portfolio company, a bankruptcy court might re-characterize the
      Company’s debt holding and subordinate all or a portion of our claim to that of
      other creditors.




**Our
      investment decisions may present industry, sector and issuer risk.**




The
      Company may, from time to time, invest a substantial portion of its assets
      in
      the securities of issuers in any single industry or sector of the economy or
      in
      only a few issuers. The Company cannot predict the industries or sectors in
      which its investment strategy may cause it to concentrate and cannot predict
      the
      level of its diversification among issuers, although over time the Company
      anticipates investing in a minimum of 15 to 20 issuers to ensure it satisfies
      diversification requirements for qualification as a regulated investment company
      for U.S. federal income tax purposes. Concentration of the Company’s assets in
      an industry or sector may present more risks than if it were broadly diversified
      over numerous industries and sectors of the economy. A downturn in an industry
      or sector in which the Company is concentrated would have a larger impact on
      us
      than on a company that does not concentrate in industry or sector. As a result
      of investing a greater portion of the Company’s assets in the securities of a
      smaller number of issuers, the Company would be classified as a non-diversified
      company under the 1940 Act. The Company may be more vulnerable to events
      affecting a single issuer or industry and therefore subject to greater
      volatility than a company whose investments are more broadly diversified.
      Accordingly, an investment in the Company may present greater risk than an
      investment in a diversified company. Furthermore, we have not made and do not
      intend to make any determination as to the allocation of assets among different
      classes of securities. Consequently, at any point in time the Company may be
      highly concentrated in a single type of asset and events which affect a
      particular asset class disproportionately could have an equally disproportionate
      effect on the Company.




**There
      may be changes in laws or regulations governing portfolio companies.**




The
      Company’s portfolio companies will be subject to regulation by laws at the
      local, state and federal level and, to the extent that we are successful in
      expanding our portfolio companies’ operations globally, the laws of foreign
      countries as well. These laws and regulations, as well as their interpretation,
      may be changed from time to time. Any change in these laws or regulations,
      or
      any failure to comply with them by the Company’s portfolio companies, could have
      a material adverse affect on the Company’s business.




18




**ITEM
                3.**
            **CONTROLS
                and PROCEDURES.**




Within
      90
      days of the filing of this Form 10-Q/A, an evaluation was carried out by Charles
      A. Fiscina, our Chief Financial Officer, of the effectiveness of our disclosure
      controls and procedures. Disclosure controls and procedures are procedures
      that
      are designed with the objective of ensuring that information required to be
      disclosed in our reports filed under the Securities Exchange Act of 1934, such
      as this Form 10-Q/A, is recorded, processed, summarized and reported within
      the
      time period specified in the Securities and Exchange Commission’s rules and
      forms. Based on that evaluation, Mr. Fiscina concluded that as of November
      30, 2006, and as of the date that the evaluation of the effectiveness of our
      disclosure controls and procedures was completed, our disclosure controls and
      procedures were effective to satisfy the objectives for which they are intended.




There
      were no changes in our internal control over financial reporting identified
      in
      connection with the evaluation performed that occurred during the fiscal quarter
      covered by this report that has materially affected or is reasonably likely
      to
      materially affect, our internal control over financial reporting.




**PART
      II.**  **OTHER
      INFORMATION**




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




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




31
            Certification
                of Chief Executive Officer, President and Chief Financial Officer
                filed
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232
            Certification
                of Chief Executive Officer, President and Chief Financial Officer
                furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of 2002




(b)
            REPORTS
                ON FORM 8-K. None


19





**SIGNATURES**




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




DATE:
      September 19, 2008




**Imperiali
                Inc**By:
            /s/
                Daniel ImperatoDaniel
                Imperato
              Interim
                Non-Executive Chairman
                Emeritus




20