**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **FORM
        10-Q/A**
 **Amendment
        2**
  **x**
              **QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES****EXCHANGE
                  ACT**
                **OF
                  1934**
  For
        the
        quarterly period ended February 29, 2008
 
 **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** **x** **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** **x**
  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; As of March 11, 2008 48,200,986 shares issued and
                  outstanding
 
 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 February 28, 2008
 
 **EXPLANATORY
        NOTE**
 
 This
        Amendment No. 2 on Form 10-Q/A to the Quarterly Report on Form 10-Q/A of
        Imperiali, Inc. (the Company) for the quarterly period ended February 28,
        2008
        is being filed to restate the Company’s Financial Statements to correct
        Shareholders equity.
  
  **PART
        I.**
 
 **ITEM
        1.**  **FINANCIAL
        STATEMENTS**
  **KAISER
        HIMMEL IMPERIALI, INC.**
 **Balance
        Sheets**
 **February
        29, 2008 and August 31, 2007**
 
 February 29,
                2008
              
              August 31,
                2007**ASSETS**Portfolio
                  At Value:Private
                  FinanceCompanies
                  more than 25% owned (cost: 2007 - $3,500,000; 2008 -
                  $3,500,000)
              
              $
              -
              
              $
              -Companies less than 5% owned
              
              
              -
              
              
              -Current
                  assets:Cash
              
              
              15,965
              
              
              189,368Prepaid
                  Expenses
              
              
              -
              
              
              9,765Total
                  current assets
              
              $
              15,965
              
              $
              199,133Note
                  receivable
              
              
              15,000
              
              
              -Fixed
                  Assets
              
              
              1,000
              
              
              -Loan
                  receivable- Kaiser Himmel
              
              
              177,786
              
              
              -Total
                  assets
              
              $
              209,751
              
              $
              199,133**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**Current
                  liabilities:Accounts
                  payable and other current liabilities
              
              $
              1,500
              
              $
              26,614Note
                  payable-related party
              
              
              300,000
              
              
              —Total
                  current liabilities
              
              $
              301,500
              
              $
              26,614Stockholders'
                  equity:Common
                  stock; $.001 par value; authorized - 500,000,000 shares; 48,200,986
                  and
                  38,200,986 shares issued and outstanding at February 29, 2008 and
                  August
                  31, 2007 respectively
              
              $
              48,241
              
              $
              38,389Additional
                  paid in capital
              
              
              16,122,258
              
              
              16,117,963Accumulated
                  deficit
              
              
              (15,983,833
              )
              
              (11,171,422
              )Undistributed
                  Earnings
              
              
              (278,415
              )
              
              (4,812,411
              )Total
                  shareholders' equity
              
              $
              (91,749
              )
              $
              172,519Total
                  liabilities and shareholders' equity
              
              $
              209,751
              
              $
              199,133
  
  **KAISER
        HIMMEL IMPERIALI, INC.**
 **Statement
        of Operations**
 **Three
        and Six Months Ended February 29, 2008**
 
 For the Three months Ended
                February 29
              
              For the Six Months Ended
                February 292008
              
              2007
              
              2008
              
              2007Restated
              
              RestatedInterest
                  and Related Portfolio Income:Interest
                  and dividends
              
              $
              36
              
              $
              699
              
              $
              22,725
              
              $
              5,505Consulting
                  Income
              
              
              70,000
              
              
              -0-
              
              
              286,000
              
              
              -0-Total
                  revenue
              
              $
              70,036
              
              $
              699
              
              $
              308,725
              
              $
              5,505Expenses:Employees
                  and Consulting
              
              
              (9,000
              )
              
              -0-
              
              
              (243,564
              )
              
              (413,300
              )General
                  and administrative
              
              
              (19,363
              )
              
              (438,251
              )
              
              (343,576
              )
              
              (472,670
              )Total
                  Expenses
              
              $
              (28,363
              )
              $
              (
                  438,251
              )
              $
              (587,140
              )
              $
              (885,970
              )Net
                  income (loss) before income taxes
              
              
              41,673
              
              
              (437,552
              )
              
              (278,415
              )
              
              (880,465
              )Income
                  tax expense
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-Net
                  investment income
              
              $
              41,673
              
              $
              (437,552
              )
              $
              (278,415
              )
              $
              (880,465
              )Net
                  Realized Gains(losses)
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              (3,500,000
              )Net
                  Change in unrealized appreciation
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-Net
                  increase in net assets resulting from operations (loss)
              
              $
              41,673
              
              $
              (437,552
              )
              $
              (278,415
              )
              $
              (4,380,465
              )Earnings
                  (loss) per common share - basic
              
              $
              .001
              
              $
              (.017
              )
              $
              (.006
              )
              $
              (0.171
              )Earnings
                  (loss) per common share - diluted
              
              $
              .001
              
              $
              (.017
              )
              $
              (.006
              )
              $
              (0.171
              )Weighted
                  avg. common shares out. - basic
              
              
              48,200,986
              
              
              25,809,569
              
              
              48,200,986
              
              
              25,683,778Weighted
                  avg. common shares out. - diluted
              
              
              48,200,986
              
              
              25,809,569
              
              
              48,200,986
              
              
              25,683,778
  
  **KAISER
        HIMMEL IMPERIALI, INC.**
 **Statement
        of Change in Net Assets**
 **For
        the Six Months Ended**
 **February
        29, 2008 and 2007**
 2008
                
                2007Operations:Net
                    Investment Income
                
                $
                (278,415
                )
                $
                (880,465
                )Net
                    Realized Gains (losses)
                
                
                -
                
                
                -Net
                    Change in unrealized appreciation
                
                
                -
                
                
                (3,500,000
                )Change
                    in assets
                
                
                -
                
                
                26,996Shareholder
                    Distributions:Common
                    Stock Dividends
                
                
                -
                
                
                -Capital
                    share transactions:Sales
                    of Common Stock
                
                
                14,147
                
                
                491,036Common
                    stock issued for investments
                
                
                -
                
                
                3,500,000Total
                    Increase in Net Assets
                
                $
                (264,768
                )
                $
                (362,433
                )Net
                    assets at beginning of period
                
                
                172,519
                
                
                609,541Net
                    assets at end of period
                
                $
                (91,749
                )
                $
                247,108Net
                    asset value per common share
                
                $
                (0.002
                )
                $
                0.10Common
                    shares outstanding at the end of period
                
                
                48,200,986
                
                
                25,879,986
  **KAISER
        HIMMEL IMPERIALI, INC.**
 **Statement
        of Investments**
 **February
        29, 2008**
 
 Private Finance Portfolio Company
              
              Investment
              
              
              
              Cost
              
              ValueImperiali Organization Inc.
              
              
              Common Stock
              
              
              5,000,000 Shares
              
              $
              -
              
              $
              -I1Telecom Services Inc
              
              
              Common Stock
              
              
              30,000,000 Shares
              
              $
              -
              
              $
              -I1Connect Inc
              
              
              Common Stock
              
              
              40,000,000 Shares
              
              $
              3,500,000
              
              $
              -I1Films Inc
              
              
              Common Stock
              
              
              5,000,000 Shares
              
              $
              -
              
              $
              -I1TV
              
              
              Common Stock
              
              
              10,000,000 Shares
              
              $
              -
              
              $
              -I1Publishing
              
              
              Common Stock
              
              
              5,000,000 Shares
              
              $
              -
              
              $
              -I1Political
                  Advisory
              
              
              Common Stock
              
              
              5,000,000 Shares
              
              $
              -
              
              $
              -I1Educatopm
              
              
              Common Stock
              
              
              5,000,000 Shares
              
              $
              -
              
              $
              -Total
              
              
              
              
              
              
              
              $
              3,500,000
              
              $
              -
 
 See Footnotes for Explanation of Valuation
 Full value of investments is not recognized on the Balance Sheet.
  
 
 **KAISER
        HIMMEL IMPERIALI, INC.**
 **Statement of Cash Flows**
 **For
        the Six Months Ended**
 **February
        29, 2008 and 2007**
  2008
              
              2007Restated
              
              RestatedCash flow from operating activities:Net increase
                  (decrease) in net assets from operations
              
              $
              (278,415
              )
              $
              (880,465
              )Adjustments
                  to reconcile net income (loss) to
                  net cash provided by operation activities:
              
              
              (208,135
              )
              
              26,996Change
                  in net unrealized (increase) decrease of investments
              
              
              -
              
              
              -Net cash used by operating activities
              
              $
              (486,550
              )
              $
              (853,469
              )Cash flows from investing activities:Net cash used in investing activities
              
              
              (1,000
              )
              
              -Cash flows from financing activitiesProceeds
                  from related party
              
              
              300,000
              
              
              -Proceeds from common stock
              
              
              14,147
              
              
              491,036Net cash provided by financing activities
              
              $
              314,147
              
              $
              491,036Net increase in cash
              
              $
              (173,403
              )
              $
              (362,433
              )Cash at beginning of period
              
              $
              189,368
              
              $
              609,541Cash at end of period
              
              $
              15,965
              
              $
              247,108
  
 ,
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **Note
        1-Basis of presentation**
  The
        accompanying audited financial statements for February 29, 2008 and unaudited
        financial statements for February 28, 2007 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-QSB and
        Item
        310 of Regulation S-B. 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
        and
        six months ended February 29, 2008 are not necessarily indicative of the
        results
        that may be expected for the year ending August 31, 2008.
 
 **Note
        1. Organization:**
 
 **General
        Development of the Business**
  We
        were
        incorporated in Florida on September 27, 1994 by Daniel J. Imperato under
        the
        name Automated Energy Security Inc.
  From
        September 1994 through March 1999, the 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.
  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 sub sea 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 an investment company. To date, the activities of our principals have
        largely
        been limited to organizational matters and fund raising. We have commenced
        the
        private placement of up to 10 million of the Company's common shares in an
        offering (the "Offering") exempt from the registration requirements of the
        Securities Act of 1933 ("1933 Act") pursuant to Section 4(2) thereof and
        Regulation D ("Regulation D") there under. At August 31, 2007, the Company’s
        total assets were $3,699,133 and its net asset value per share (“NAV”) was $.10.
        Upon the closing of the Offering, the Company's common shares will be owned
        by
        numerous persons that are both "accredited investors," as that term is defined
        in Regulation D, and "qualified clients" within the meaning of the Investment
        Advisers Act of 1940 (the "1940 Act"),
  
  Pursuant
        to two agreements between the Company and Kaiser Himmel, Inc., the two parties
        consisting of Kaiser Himmel Corporation and Imperiali, Inc., are to provide
        for,
        among other things, the following:
 
 Consideration
        thereof for the agreement 80,000,000 shares of Imperiali Inc. common stock
        shall
        be issue to KHC in exchange the Company receipt shall consist of: 13.4 million
        (thirteen million four hundred thousand) shares of Sprint Nextel Corp. Common
        Stock (NYSE:S) which is held in the name of KHC at Bank of America of which
        has
        a restriction until October 2008. Based upon the purchase of these shares
        of the
        Company, KHC et al. will advise Bank of America that upon the expiration
        of the
        Restriction Legend on the securities, these 13.4 million shares will be directly
        transferred to Imperiali Inc.’s Stock Brokerage Account. Furthermore, KHC agrees
        to notify Bank of America to incorporate this subscription agreement within
        its
        custodial agreement with Bank of America for its equity holdings in Sprint
        Nextel Corp (NYSE:S). This payment is non-cancellable, and Bank of America
        will
        be noticed that said transfer is to occur on October 2008. Account numbers
        and
        legal documents will be completed pertaining to proof of funds.
 
 Upon
        signing the subscription agreement, the Company will loan a total of $380,000
        (three hundred and eighty thousand dollars) to KHC at the current prime interest
        rate plus 1% (one percent) due and payable October 2008. $150,000 (one hundred
        fifty thousand dollars) will be transferred upon both parties signing this
        agreement and the balance within 30 days.
 
 In
        addition as part of the agreement the Company agrees to loan $3,000,000 to
        KHC
        at the current prime interest rate plus 1% (one percent) due and
        payable.
 
 Upon
        closing of both of these transactions KHC will control 62.5% of the
        Company.
 
 Effective
        with the agreement the Company has appointed Eric Skys as Chief Executive
        Officer and Chairman of the board.
 
 Mr.
        Skys
        is currently the Chairman of Kaiser Himmel Corporation, overseeing the
        investments in and/or purchase of companies in the technology arena. Mr.
        Skys
        has experience with Artificial Intelligence and created the world’s first
        artificial intelligence powered antivirus in early 2004, Aedan Anti Virus
        through Backspace2 Corporation. Mr. Skys has served with the United State
        Marine
        Corp as a First Lieutenant with specialized training in tactical coordination
        and weapons development. He has also been trained in special operations and
        tactics. He has designed weapons for the United States government that include
        ‘smart weapons’, or weapons that use artificial intelligence. He has worked with
        Bulltek LTD as Head Software Developer, CTO, CIO, Director of Security
        Intelligence, and their Anti-Hacker Countermeasure Event Coordinator. He
        also
        created his own video game company at age 16, Virtual Active
        Systems.
 
 Mr.
        Skys
        is qualified to write software in most program languages and has developed
        his
        own language as well.
 
 Also
        effective with the agreement with Kaiser Himmel the Company has changed its
        name
        to Kaiser Himmel Imperiali, Inc.
  **Note
        2. Summary of Significant Accounting Policies:**
 
 Background
 Imperiali,
        Inc. (the Company) was formed in Florida on September 27, 1994 as Automated
        Energy Security, Inc. On March 22, 1999 the Company’s name was changed to New
        Millennium Development Group, Inc. On August 24, 2004 the Company’s name was
        changed to Hercules Global Interests, Inc.
  
 
 The
        Company has been dormant since 2002 and was started up again in the fall
        of 2005
        by Christ Investment Group, LLC, the Company’s business manager and a related
        company, which is controlled by the Company’s major shareholder Mr. Daniel
        Imperato. On November 18, 2005 the name of the company was changed to Imperiali,
        Inc.
 
 **Nature
        of Business**
 
 **Kaiser
        Himmel 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.
 Imperiali
        Inc. is a privately held Business Development Company (BDC) with over 475
        shareholders (meets the minimum requirements to enter the public markets).
        A BDC
        is a special type of Investment Company designated by the Securities and
        Exchange Commission (SEC). This network comprises Imperiali Inc.’s Global
        Advisory Team. By being able to invest and/or loan capital and advise, Imperiali
        Inc. is able to monitor and, in most cases, influence events utilizing the
        tools
        and leverage that this business model affords; thus endeavoring to mitigate
        risk
        and safeguard investments, with the idea of creating shareholder
        value.
  **Inventory**
 Inventories
        are stated at lower of cost or market, with cost generally determined on
        a
        first-in, first-out basis. Currently the Company carries no
        inventory.
 
 **Depreciation**
 Depreciation
        is calculated using straight-line methods over the estimated useful life
        of the
        equipment, furniture and fixtures.
 
 **Income
        Taxes**
 The
        Company is recognized as a corporation under the Internal Revenue Code. As
        such,
        the corporation must report income and expenses properly on their tax return
        and
        pay all the related income taxes. As of February 29, 2008 the Company has
        an
        approximately $8,200,000 net operating loss carryover which can be used against
        future income through 2018. No provisions for income taxes are provided in
        these
        financial.
 
 **Concentration
        of Credit Risk**
 The
        Company maintains cash accounts in commercial banks. Total cash deposits
        are
        secured by the Federal Deposit Insurance Corporation (FDIC) up to a limit
        of
        $100,000 per company. As of February 29, 2008, some of the Company’s cash
        equivalent balances were deposited in accounts with a stock brokerage
        firm.
  **Use
        of Estimates**
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect certain reported amounts and disclosures.
        Accordingly, actual results could differ from those estimates.
 
 **Cash
        and Cash Equivalents**
 The
        Organization considers all highly liquid investments with a maturity of three
        months or less when acquired to be cash equivalents.
  **Note
        3 - Recently Issued Accounting Pronouncements**
 
 In
        December 2007, the FASB issued SFAS No. 141(R), *“Business
        Combinations,”* which
        replaces SFAS No. 141, *“
        Business Combinations,”* which,
        among other things, establishes principles and requirements for how an acquirer
        entity recognizes and measures in its financial statements the identifiable
        assets acquired, the liabilities assumed (including intangibles) and any
        non-controlling interests in the acquired entity. SFAS No. 141(R) applies
        prospectively to business combinations for which the acquisition date is
        on or
        after the beginning of the first annual reporting period beginning on or
        after
        December 15, 2008. We are currently evaluating what impact our adoption of
        SFAS No. 141(R) will have on our financial statements.
  
 
 In
        December 2007, the FASB issued SFAS No. 160, “ *Non-controlling
        Interests in Consolidated Financial Statements, an amendment of ARB
        No. 51.”* SFAS
        No. 160 amends ARB 51 to establish accounting and reporting standards for
        the non-controlling interest in a subsidiary and for the deconsolidation
        of a
        subsidiary. It also amends certain of ARB 51’s consolidation procedures for
        consistency with the requirements of SFAS No. 141(R). SFAS No. 160 is
        effective for fiscal years, and interim periods within those fiscal years,
        beginning on or after December 15, 2008. We are currently evaluating what
        impact our adoption of SFAS No. 160 will have on our financial
        statements.
 
 Other
        accounting standards that have been issued or proposed by the FASB or other
        standards-setting bodies that do not require adoption until a future date
        are
        not expected to have a material impact on the consolidated financial statements
        upon adoption.
  **Note
        4. Investments** :
 
 Investments
        are carried at Fair Market Value.
 
 **Valuation
        Policies**
  **Valuation
        of Portfolio Investments**
  As
        a
        Business Development Company, our business plan calls for us to invest primarily
        in illiquid securities issued by private companies (“Private Investments”) (we
        are required to invest at least an aggregate of 70% of our assets Private
        Investments and in companies listed on the OTCBB). Private Investments are
        generally subject to restrictions on resale and generally have no established
        trading market. The Company values our Private Investments at fair value
        as
        determined in good faith by our Board of Directors in accordance with our
        valuation policy. That policy calls for the determination of fair value at
“the
        amount for which an investment could be sold in an orderly disposition over
        a
        reasonable period of time between willing parties other than in a forced
        or
        liquidation sale.” Our valuation policy may require subjective judgments. Our
        determination of fair value may possibly differ materially from the value
        realized on an actual sale. Our valuation policy is intended to provide a
        consistent basis for establishing the fair value of the portfolio. The Company
        will record unrealized depreciation on investments when we believe that an
        asset
        has been impaired and full collection for the loan or realization of an equity
        security is doubtful. Conversely, the Company will record unrealized
        appreciation if we have a clear indication that the underlying portfolio
        company
        appreciates and, therefore, our security has appreciated. Under this valuation
        policy, the Company sets valuations based on policies consistent with Section
        2(a) of the 1940 Act. The value of investments in public securities is
        determined using quoted market prices discounted for restrictions on
        resale.
  **Equity
        Securities**
  Equity
        interests in portfolio companies for which there is no liquid public market
        are
        valued based on the enterprise value of the portfolio company, which is
        determined using accepted accounting factors, including net cash flow from
        operations of the portfolio company, and other pertinent factors such as
        recent
        offers to purchase a portfolio company’s securities or other liquidation events.
        The determined fair values are generally discounted to account for restrictions
        on resale and minority control positions.
  The
        value
        of our equity interests in public companies for which market quotations are
        readily available is based upon the closing public market price for the last
        day
        up to and including the balance sheet date. Securities that carry certain
        restrictions on sale are typically valued at a discount from the public market
        value of the security.
  
 
 Dividend
        income, if any, is recorded on cumulative preferred equity securities on
        an
        accrual basis to the extent that such amounts are expected to be collected
        and
        on common equity, securities on the record date for private companies or
        on the
        ex-dividend date for publicly traded companies.
  **Loans
        and Debt Securities**
  It
        is our
        loan policy to only invest in secured and properly collateralized
        loans.
  For
        loans
        and debt securities, to the extent that the Company invests in them, fair
        value
        generally approximates cost unless the borrower’s condition or external factors
        lead to a determination of fair value at a lower amount. When the Company
        receives nominal cost warrants or free equity securities (“nominal cost
        equity”), we allocate our cost basis in our investment between the debt
        securities and the nominal cost equity at the time of origination. At that
        time,
        the original issue discount basis of the nominal cost equity is recorded
        by
        increasing the cost basis in the equity and decreasing the cost basis in
        the
        related debt securities.
  Interest
        income is recorded on an accrual basis to the extent that such amounts are
        expected to be collected. For loans and debt securities with contractual
        payment-in-kind interest, which represents contractual interest accrued and
        added to the loan balance that generally becomes due at maturity, we will
        not
        accrue payment-in-kind interest if the portfolio company valuation indicates
        that the payment-in-kind interest is not collectible. Loan origination fees,
        original issue discount, and market discount are capitalized and then amortized
        into interest income using the effective interest method.
  The
        weighted average yield on loans and debt securities is computed as the (a)
        annual stated interest rate earned plus the annual amortization of loan
        origination fees, original issue discount and market discount earned on accruing
        loans and debt securities, divided by (b) total loans and debt securities
        at
        value. The weighted average yield is computed as of the balance sheet date.
        Prepayment premiums are recorded on loans when received.
 
 **Portfolio
        Valuation Process**
  Our
        methodology includes the examination of, among other things, the underlying
        investment performance, financial condition, and market-changing events that
        affect valuation. Because of the type of investments that the Company makes
        and
        the nature of our business, this valuation process requires an analysis of
        various factors consistent with the provisions of section (2) of the 1940
        Act.
  Our
        process for determining the fair value for a private finance investment is
        applied consistently across our portfolio. The process is as
        follows.
  o
              First,
                  the Company determines the portfolio company’s enterprise value as if the
                  Company were to sell it in a “current sale.” In our valuation process, the
                  Company uses the AICPA’s definition of “current sale,” which means an
                  “orderly disposition over a reasonable period of time between willing
                  parties other than in a forced or liquidation
                  sale.”
  o
              The
                  Company then evaluates the amount of our debt and the position
                  of our debt
                  in the portfolio company’s capital
                  structure.
  o
              If
                  the enterprise value of the portfolio company is in excess of the
                  amount
                  of our last dollar of investment capital given our priority in
                  the capital
                  structure, the fair value of our investment will be considered
                  to be our
                  cost or perhaps, given the structure of our particular security,
                  greater
                  than cost if we are to share in equity
                  appreciation.
  
 
 o
              If
                  the enterprise value of the portfolio company is less than our
                  last dollar
                  of investment capital in the capital structure, then our investment
                  has
                  declined in value and the Company needs to reduce the fair value
                  of our
                  investment and incur a charge to our earnings by recognizing unrealized
                  depreciation.
  Determining
        the enterprise value of a portfolio company, as if that portfolio company
        were
        to be sold in a “current sale,” is a very complex process, where we must analyze
        the historical and projected financial results of the portfolio company and
        analyze the public trading market and private merger and acquisition market
        to
        determine appropriate purchase price multiples. In addition, a reasonable
        discount to the value of our securities must also be reflected when the Company
        may have restrictions such as vesting periods for warrants or other factors.
        We
        also take into account the collectability of non-cash interest to determine
        if
        the Company will continue to accrue such interest.
  **Specific
        Considerations**
  The
        valuation of illiquid private securities is inherently subjective, and as
        a
        result, the Company intends to exercise good judgment in our valuation process.
        Specifically, we will exercise care to assure that the Company has considered
        the position of the portfolio company today and the position of our security
        today given the data we have available. We will also exercise care to assure
        that the process is not too mechanical; however, there are some specific
        considerations to be addressed in our valuation process. The ultimate goal
        is a
        reasonable estimate of fair value determined in good faith.
  Typically,
        in the private equity business, companies are bought and sold based upon
        multiples of EBITDA, cash flow, revenues and in limited instances book value.
        In
        determining a multiple to use for valuation purposes, we will look to private
        M&A statistics, reported public trading multiples and industry practices. In
        determining the right multiple, we intend to consider not only the fact that
        our
        portfolio company may be private relative to a peer group, but also the size
        and
        scope of our portfolio company and its specific strengths and weaknesses.
        In
        some cases, when a portfolio company is at EBITDA breakeven or slightly below
        but has excellent future prospects, we believe the best valuation methodology
        may be a discounted cash flow analysis based upon future projections. If
        a
        portfolio company is distressed, we believe a liquidation analysis may provide
        the best indication of enterprise value.
  **Discounts
        on common equity securities**
  When
        determining the value of common equity securities or warrants to purchase
        such
        securities, we intend to consider what type of discount to apply to the value
        of
        the security if the Company is in a minority position, has restrictions on
        resale, has specific concerns about the receptivity of the M&A market to a
        specific portfolio company at a certain time and other factors. Generally,
        we
        find that the Company should apply larger discounts when we are new to an
        investment, and therefore, we have not yet developed an exit strategy. As
        an
        investment in the portfolio matures, we intend to consider whether or not
        the
        Company should begin to reduce discounts, especially if we are generally
        aware
        that either we or a controlling shareholder group has begun to develop an
        exit
        strategy.
  When
        we
        have begun to develop an exit strategy of the Company is the controlling
        shareholder, the discount imposed should generally be less than in the case
        of a
        minority position. We may still contemplate the need to discount for the
        current
        state of the M&A market or restrictions imposed on us due to our
        relationship with management of the portfolio company or other capital
        providers.
  **Note
        5. Portfolio** **-**
 
 The
        Board
        of Directors at a meeting on May 15, 2006 adopted a resolution creating a
        series
        of Five Million (5,000,000) shares of voting Preferred Stock designated as
        Series B Preferred Stock issued to Daniel J. Imperato for past management
        services. Each share of Series B preferred stock shall be convertible into
        (3)
        shares of Common Stock at the sole discretion of Daniel J. Imperato. This
        agreement was executed May 30, 2006 and was effective June 26, 2006 the shares
        were issued September 11, 2006.
  
  As
        part
        of the past management services, **Kaiser
        Himmel Imperiali, Inc.** acquired
        Imperiali Organization LLC as of February 15, 2006. Imperiali Organization
        has
        one unit in the LLC, which represents 100% ownership. Through the ownership
        of
        Imperiali Organization, LLC, Imperiali Inc. acquired all the assets of Imperiali
        Organization, LLC, including an internet search engine project and all the
        telecom projects associated with the previous New Millennium Development
        Group
        projects.
  On
        the
        September 11, 2006 management valued one project within Imperiali Organization
        LLC - an internet search engine project called I1Connect for $3.5 million
        dollars. Due to the uncertainty of the realization of this project, an
        unrealized loss has been recognized as of August 31, 2007.
  On
        the
        May 31, 2007 management revalued the I1Connect project. The internet search
        engine was fully operational. Based on comparison of other comparable companies,
        management revalued the I1Connect project at $40,000,000.
  Management
        devised a plan to combine I1Connect and a global media public relations firm
        which was acquired by **Kaiser
        Himmel Imperiali, Inc.** The
        combined subsidiary was set up in July 2007 as I1Connect, Inc. **Kaiser
        Himmel Imperiali, Inc.** owns
        40,000,000 shares of I1Connect, Inc. The company has issued a Private Placement
        Memorandum. The last share of I1connect sold at $1 per share under the private
        placement or a $40,000,000 valuation.
  Additionally,
        Imperiali, Inc reentered the telecommunications business. The telecommunications
        project is now a going concern. **Kaiser
        Himmel Imperiali, Inc.** valued
        the telecom project at $30,000,000 as of May 31, 2007. The asset included
        the
        previous New Millennium Development Group assets that Bank of America had
        valued, on a global basis, at approximately 5 billion dollars.
  **Kaiser
        Himmel Imperiali, Inc.** subsequently
        set up a company I1Telecommunications, Inc. for the purpose of acquiring
        some of
        the telecom projects of Imperiali Organization, LLC. **Kaiser
        Himmel Imperiali, Inc.** owns 30
        million shares of I1Telecommunications, Inc. Management has entered into
        a
        partnership agreement with a South American telecommunications company and
        has
        entered into Memorandums of Understanding with other telecommunications
        partners. Management now believes that the combined future potential of
        Imperiali Telecom, Inc is at least 5% of the total value of the original
        projects or $250,000,000. The projects must be funded to proceed forward
        with
        the business plan to realize the $250,000,000 valuation.
 
 Management
        has subsequently formed a subsidiary company from the film project, entitled
        I1Films, Inc. **Kaiser
        Himmel Imperiali, Inc.** owns
        5,000,000 shares of I1Films. Management is in the process of obtaining an
        independent valuation and has not established a value of I1Films,
        Inc.
  The
        Company is also in the process of searching for a third party independent
        valuation for both I1Connect and I1Telecom. As of the date of this audit,
        the
        Company has not done a complete independent valuation.
  Imperiali
        Organization LLC has also been invited to participate in $70 billion of
        infrastructure projects around the world. Imperiali management realized that
        the
        management portion did not fit the structure of the Business Development
        Company, so the management portion of the agreement was sold for $220 million
        to
        a London company. This transaction was not booked because there is a high
        degree
        of uncertainty if the note would be paid or converted to equity or if the
        projects would be successful. The value of the contract was based on a
        percentage of the projects anticipated to be constructed and a standard supply
        management agreement.
 
 **Note
        6 – Kaiser Himmel Stock Issuance**
 
 Pursuant
        to two agreements between the Company and Kaiser Himmel, Inc., the two parties,
        consisting of Kaiser Himmel Corporation and Imperiali, Inc., are to provide
        for,
        among other things, the following:
  
  Consideration
        thereof for the agreement 80,000,000 shares of Imperiali Inc. common stock
        shall
        be issue to KHC in exchange the Company receipt shall consist of: 13.4 million
        (thirteen million four hundred thousand) shares of Sprint Nextel Corp. Common
        Stock (NYSE:S) which is held in the name of KHC at Bank of America of which
        has
        a restriction until October 2008.
 
 Based
        upon the purchase of these shares of the Company, KHC et al. will advise
        Bank of
        America that upon the expiration of the Restriction Legend on the securities,
        these 13.4 million shares will be directly transferred to Imperiali Inc.’s Stock
        Brokerage Account. Furthermore, KHC agrees to notify Bank of America to
        incorporate this subscription agreement within its custodial agreement with
        Bank
        of America for its equity holdings in Sprint Nextel Corp (NYSE:S). This payment
        is non-cancellable, and Bank of America will be noticed that said transfer
        is to
        occur on October 2008. Account numbers and legal documents will be completed
        pertaining to proof of funds. As of February 29, 2008 the Company has not
        carried the value of the shares on the financial statements. The stock will
        be
        valued upon the deliverance of a power of attorney to the company to manage
        KHC
        brokerage account.
 
 Upon
        signing the subscription agreement, the Company will loan a total of $380,000
        (three hundred and eighty thousand dollars) to KHC at the current prime interest
        rate plus 1% (one percent) due and payable October 2008. $150,000 (one hundred
        fifty thousand dollars) will be transferred upon both parties signing this
        agreement and the balance within 30 days.
 
 In
        addition as part of the agreement the Company agrees to loan $3,000,000 to
        KHC
        at the current prime interest rate plus 1% (one percent) due and
        payable.
 
 Upon
        closing of both of these transactions KHC will control 62.5% of the
        Company.
 
 As
        described above the Company determined that the transaction with Kaiser Himmel
        Corporation described below (KHC) needs to be reevaluated. As stated in the
        prior 8K filed November 15, 2007 and subsequent 10QSB for six
 months
        ended February 29, 2008 the conditions of the transaction require the delivery
        of restricted Sprint Nextel common stock along with power of attorney by
        October
        2008. As previously discussed recent events have raised the possibility that
        those restrictions may not be able to be met.
 
 On
        May
        29, 2008 at meeting of the Company’s Board of Directors, the board approved in
        exchange for the forgiveness of debt owed to the Company by Kaiser Himmel,
        Kaiser Himmel will relinquish all assets of Kaiser Himmel including accounts
        receivable, software, hardware, and work in process for all software projects.
        Prototypes, websites, trademarks, vehicles and source code to Imperiali
        Organization. The debt is to be assumed by Imperiali Organization and any
        prior
        liens will be release.
 
 **Note
        6. Debt** -
        As of
        February 29, 2008 the company has debt due of $300,000 to Daniel Imperato
        a
        member of the Board of Directors.
 
 **Note
        7: Guaranteed Commitments:**
 The
        Company leases approximately 688 square feet of space at 777 S Flagler Drive,
        Suite 800W, West Palm Beach, Florida USA 33401. The office space is used
        for
        sales, administrative offices, and customer support.
 
 **Note
        8. Employee Compensation Plans** **–**
 The
        Company has no Defined Benefit or Defined Contribution Pension
        Plans.
 
 **Note
        9. Stock Option Plans** **–**
 The
        Company has no Stock Option Plans.
  
 
 **Note
        10 Hedging Activities** :
 The
        Company did not engage in Hedging Activity.
  **Note
        11 Litigation** :
 The
        Company has no lawsuits pending


**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.




**Plan
      of Operation**




We
      were
      incorporated in Florida on September 27, 1994 by Daniel J. Imperato under the
      name Automated Energy Security Inc.




From
      September 1994 through March 1999, the 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.




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 sub sea 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 an investment company. To date, the activities of our principals have largely
      been limited to organizational matters and fund raising. We have commenced
      the
      private placement of up to 10 million of the Company's common shares in an
      offering (the "Offering") exempt from the registration requirements of the
      Securities Act of 1933 ("1933 Act") pursuant to Section 4(2) thereof and
      Regulation D ("Regulation D") there under. At August 31, 2007, the Company’s
      total assets were $3,699,133 and its net asset value per share (“NAV”) was $.10.
      Upon the closing of the Offering, the Company's common shares will be owned
      by
      numerous persons that are both "accredited investors," as that term is defined
      in Regulation D, and "qualified clients" within the meaning of the Investment
      Advisers Act of 1940 (the "1940 Act"), 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.


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




Three
      Months Ended February 29, 2008 as compared to three months ended February 28,
      2007, we incurred a net loss of $90,508,827 for the current period as compared
      to a loss of $437,552. The difference mainly is due to the realized losses
      of
      $90,550,500 from the decrease in value of the Sprint/Nextel stock acquired
      in
      the Kaiser Himmel transaction





Six
      Months Ended February 29, 2008 as compared to six months ended February 28,
      2007, we incurred a net loss of $90,528,915 for the current period as compared
      to a loss of $880,465. The difference mainly is due to the realized losses
      of
      $90,550,500 from the decrease in value of the Sprint/Nextel stock acquired
      in
      the Kaiser Himmel transaction


.


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 $15,965 at February 29, 2008 and had no other assets to meet
      ongoing expenses or debts that may accumulate. On October 2008 when the Sprint
      stock becomes available to the Company then the Company will be able to further
      implement its business plan. Until such time the company to raise capital will
      continue to rely on funding from its officers and private placement for sale
      of
      its stock. As of such date, we have accumulated a deficit of
      $90,528,915.




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, 2008. 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.




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.





**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
      68% of the Company’s Common Stock is owned directly by our officers and
      directors. However upon the closing of the Kaiser Himmel transactions as
      discussed in Note 6 Kaiser Himmel will own approximately 63% 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.








**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.





**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.





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:




**•**
            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.





**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.





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.





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




Within
      45
      days of the filing of this Form 10-QSB, an evaluation was carried out by Daniel
      Imperato, our Chief Executive 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-QSB, 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. Imperato concluded that as of February
      29, 2008, 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 filed pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002


32
            Certification
                of Chief Executive 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










**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:
      September 19, 2008





**Imperiali
                Inc**By:
            /s/
                Daniel ImperatoDaniel
                Imperato-Interim CEO(Principal
                Executive Officer)