UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q




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




For the
quarterly period ended November 30, 2008





 ̈
            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.)





222
Lakeview Avenue, Suite 160


West
Palm Beach, Florida 33401





(Address
of Principal Executive Offices)





(561)
805-9494





(Issuer’s
Telephone Number, including Area Code)




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


Yes x No
 ̈




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




Large accelerated filer
                   ̈
                  Accelerated filer
                   ̈Non-accelerated filer
                   ̈
                  Smaller reporting company
                  x




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


Yes  ̈ No x




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




Class –
Common Stock, 36,961,319 shares outstanding as of January 19, 2009.








Imperiali,
Inc.


Form
10-Q


For
the Quarter Ended November 30, 2008





Table
of Contents


PagePART
      I
                                                                                  
                                                                                  FINANCIAL INFORMATIONItem 1.
                                                                                  
                                                                                  Financial
      StatementsBalance
      Sheets at November 30, 2008 (unaudited) and August 31,
2008
                                                                                  3Statements
      of Operations for the three-month periods ended November 30, 2008 and
      November 30, 2007(unaudited)
                                                                                  4Statements
      of Cash Flows for the three-month periods ended November 30, 2008 and
      November 30, 2007 (unaudited)
                                                                                  5Notes
      to Financial Statements
                                                                                  6Item 2.
                                                                                  
                                                                                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                                  9Item 3.
                                                                                  
                                                                                  Quantitative and Qualitative Disclosures About
      Market Risk
                                                                                  14Item 4.
                                                                                  
                                                                                  Controls and Procedures
                                                                                  14PART
      II
                                                                                  
                                                                                  OTHER INFORMATIONItem 1
                                                                                  
                                                                                  Legal Proceedings
                                                                                  15Item 1A
                                                                                  
                                                                                  Risk Factors
                                                                                  15Item 2
                                                                                  
                                                                                  Unregistered Sales of Equity Securities and Use of
      Proceeds
                                                                                  15Item 3
                                                                                  
                                                                                  Defaults Upon Senior
    Securities
                                                                                  15Item 4
                                                                                  
                                                                                  Submission of Matters to a Vote of Security
      Holders
                                                                                  15Item 5
                                                                                  
                                                                                  Other Information
                                                                                  15Item 6.
                                                                                  
                                                                                  Exhibits
                                                                                  15Exh.
      31.1 Section 302 Certification of Chief Executive OfficerExh.
      31.2 Section 302 Certification of Chief Financial OfficerExh.
      32.1 Section 906 Certification of Chief Executive OfficerExh.
      32.2 Section 906 Certification of Chief Financial OfficerSignatures
                                                                                  16




2





PART
I.




ITEM
1 - FINANCIAL STATEMENTS




Imperiali,
Inc.


Balance
Sheets


As
of November 30, 2008 and August 31, 2008


(Unaudited)





As of
                                          November
                                          30, 2008
                                        
                                        
                                        As of
                                          August 31,
                                          2008(restated)ASSETSCurrent
      assets:Cash
                                        
                                        $
                                        7,877
                                        
                                        
                                        $
                                        3,059Total
      current assets
                                        
                                        
                                        7,877
                                        
                                        
                                        
                                        3,059Fixed
      assets (net of accumulated depreciation of
                                          $325
      and $160 at November 30, 2008 and
                                          August
      31, 2008 respectively)
                                        
                                        
                                        5,904
                                        
                                        
                                        
                                        840Total
      assets
                                        
                                        $
                                        13,781
                                        
                                        
                                        $
                                        3,899LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable – related party
                                        
                                        $
                                        20,000
                                        
                                        
                                        $
                                        —Accounts
      payable
                                        
                                        
                                        15,094
                                        
                                        
                                        
                                        —Note
      payable and accrued interest – related party
                                        
                                        
                                        272,324
                                        
                                        
                                        
                                        269,262Total
      current liabilities
                                        
                                        
                                        307,418
                                        
                                        
                                        
                                        269,262Stockholders'
      deficit:Common
      stock; $.001 par value; authorized - 500,000,000 shares; 36,961,319 shares
      issued and outstanding at November 30, 2008 and August 31, 2008
                                        
                                        
                                        36,961
                                        
                                        
                                        
                                        36,961Additional
      paid in capital
                                        
                                        
                                        16,133,539
                                        
                                        
                                        
                                        16,133,539Accumulated
      deficit
                                        
                                        
                                        (16,464,137
                                        )
                                        
                                        
                                        (16,435,863
                                        )Total
      stockholders' deficit
                                        
                                        
                                        (293,637
                                        )
                                        
                                        
                                        (265,363
                                        )Total
      liabilities and stockholders' deficit
                                        
                                        $
                                        13,781
                                        
                                        
                                        $
                                        3,899





See notes
to financial statements


3


IMPERIALI,
INC.


Statements
of Operations


For
the three months ended November 30, 2008 and November 30, 2007


(Unaudited)





For the Three MonthsEnded November 30,2008
                            
                            
                            2007Consulting
      Income
                            
                            $
                            80,002
                            
                            
                            $
                            216,000Total
      Income
                            
                            
                            80,002
                            
                            
                            
                            216,000Expenses:Employees
      and Consulting
                            
                            
                            40,000
                            
                            
                            
                            234,564General
      and administrative
                            
                            
                            54,782
                            
                            
                            
                            324,213Total
      Operating Expenses
                            
                            
                            94,782
                            
                            
                            
                            558,777Net
      Loss from Operations
                            
                            
                            (14,780
                            )
                            
                            
                            (342,777
                            )Other
      Income (Expenses):Interest
      Expense
                            
                            
                            (13,494
                            )
                            
                            
                            —Interest
      and Dividend Income
                            
                            
                            —
                            
                            
                            
                            22,689Total
      Other Income (Expenses)
                            
                            
                            (13,494
                            )
                            
                            
                            22,689Net
      Loss for the period
                            
                            $
                            (28,274
                            )
                            
                            $
                            (320,088
                            )Earnings
      (loss) per common share – basic and diluted
                            
                            $
                            (0.00
                            )
                            
                            $
                            (0.01
                            )Weighted
      avg. common shares out. – basic and diluted
                            
                            
                            36,961,319
                            
                            
                            
                            36,961,319





See notes
to financial statements


4





IMPERIALI, INC.


Statements of Cash Flows


For
the three months ended November 30, 2008 and November 30, 2007


(Unaudited)




For the Three
                              Months Ended
                              November 30,
                              2008
                            
                            
                            For the Three
                              Months Ended
                              November 30,
                              2007Cash flow from operating activities:Net
      loss
                            
                            $
                            (28,274
                            )
                            
                            $
                            (320,088
                            )Depreciation
      expense
                            
                            
                            160
                            
                            
                            
                            —Adjustments
      to reconcile net loss to net cash used
      in by operating activities:Change
      in accounts payable and accrued expenses
                            
                            
                            23,432
                            
                            
                            
                            (65,336
                            )Net cash (used in) operating activities
                            
                            
                            (4,682
                            )
                            
                            
                            (385,424
                            )Cash flows from investing activities:Loan
      receivable
                            
                            
                            —
                            
                            
                            
                            (150,000
                            )Capital
      expenditures
                            
                            
                            (500
                            )
                            
                            
                            —Net
      cash (used in) investing activities
                            
                            
                            (500
                            )
                            
                            
                            (150,000
                            )Cash flows from financing activities:
                              Net
      proceeds from (repayments on) related party note
                            
                            
                            (10,000
                            )
                            
                            
                            300,000Advances
      from related party
                            
                            
                            20,000
                            
                            
                            
                            —Proceeds
      from sale of common stock
                            
                            
                            —
                            
                            
                            
                            72,963Net cash provided by financing activities
                            
                            
                            10,000
                            
                            
                            
                            372,963Net increase
      (decrease) in cash
                            
                            
                            4,818
                            
                            
                            
                            (162,461
                            )Cash at beginning of period
                            
                            
                            3,059
                            
                            
                            
                            189,368Cash at end of period
                            
                            $
                            7,877
                            
                            
                            $
                            26,907Supplemental
      Cash Flow Information:Income
      taxes paid in cash
                            
                            
                            —
                            
                            
                            
                            —Interest
      paid in cash
                            
                            
                            —
                            
                            
                            
                            —Non
      Cash Items:Fixed
      assets purchased with accounts payable
                            
                            
                            4,724
                            
                            
                            
                            —





See notes
to financial statements


5





Imperiali
Inc.


Notes
To Financial Statements


(Unaudited)




Note
1 - Basis of presentation




The
accompanying unaudited financial statements have been prepared in accordance
with the accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission, and should be
read in conjunction with Imperiali’s  annual financial statements and
notes thereto filed with the SEC on form 10-K for the year ended August 31,
2008.  The interim financial information presented in this report is
done so following the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for financial statements. In
the opinion of management, all adjustments, consisting of normal recurring
accruals considered necessary for a fair presentation, have been included.
Operating results for the three months ended November 30, 2008 are not
necessarily indicative of the results that may be expected for the year ending
August 31, 2009.





Note
2 – Going Concern





Imperiali’s
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and settlements of liabilities and
commitments in the normal course of business for the foreseeable
future.  The company has insufficient working capital to meet
operating needs for the next twelve months as of November 30, 2008, which raises
doubt about Imperiali’s ability to continue as a going concern.




Note
3 – Organizational Information





Nature
of Business


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





Note
4 – Note Payable




As of
November 30, 2008 the company has a note payable due of $247,500, plus $24,824
in accrued interest, to Daniel Imperato a member of the Board of Directors and
the interim CEO.  As of August 31, 2008, the balance of the note was
$257,000, plus $12,262 in accrued interest.





Note 5 - Guaranteed
Commitments





The
Company leases approximately 1,000 square feet of space at 222 Lakeview Avenue,
Suite 160, West Palm Beach, Florida USA 33401. The office space is used for
sales, administrative offices, and customer support. In addition the company has
offices in New York, New York and Washington, D.C.


6


Note
6 - Related Party Transactions





In
January 2008, the Company's Chief Executive Officer, Daniel Imperato was issued
10,000,000 shares of common stock for advances and costs due to the Company to
support operations, provide working capital and compensation from October 2005
to the current year. In addition included in current liabilities is $20,000 of
accrual expenses owed to Mr. Imperato for travel and miscellaneous expenses
incurred on behalf of the company.





The
company also owes Mr. Imperato $272,324 related to a note payable and accrued
interest, which is described in Note 4.





Note
7 – Restatement





The
Company has restated its previously issued August 31, 2008 financial statements
for matters related to the following:  shares outstanding,
depreciation expense, interest expense, and accounts payable.  The
following is a summary of the restatements for August 31, 2008:








BALANCE
SHEET


Previously reported
                          
                          
                          
                          
                          
                          Restated8/31/2008
                          
                          
                          Net Change
                          
                          
                          8/31/2008ASSETSCash
                          
                          
                          59
                          
                          
                          
                          3,000
                          
                          
                          
                          3,059Total
      current assets
                          
                          
                          59
                          
                          
                          
                          
                          
                          
                          
                          3,059Fixed
      Assets, net
                          
                          
                          1,000
                          
                          
                          
                          (160
                          )
                          
                          
                          840Total
      Assets
                          
                          
                          1,059
                          
                          
                          
                          2,840
                          
                          
                          
                          3,899LIABILITIESAP
      and other current liabilities
                          
                          
                          191
                          
                          
                          
                          (191
                          )
                          
                          
                          -Note
      payable and accrued interest  - related party
                          
                          
                          257,500
                          
                          
                          
                          11,762
                          
                          
                          
                          269,262Total
      current liabilities
                          
                          
                          257,691
                          
                          
                          
                          11,571
                          
                          
                          
                          269,262STOCKHOLDER'S
      EQUITYCommon
      Stock
                          
                          
                          48,201
                          
                          
                          
                          (11,240
                          )
                          
                          
                          36,961APIC
                          
                          
                          16,122,299
                          
                          
                          
                          11,240
                          
                          
                          
                          16,133,539Accumulated
      Deficit
                          
                          
                          (16,427,132
                          )
                          
                          
                          (8,731
                          )
                          
                          
                          (16,435,863
                          )Total
      shareholder's equity
                          
                          
                          (256,632
                          )
                          
                          
                          (8,731
                          )
                          
                          
                          (265,363
                          )Total
      liabilities and equity
                          
                          
                          1,059
                          
                          
                          
                          2,840
                          
                          
                          
                          3,899





7





STATEMENT OF
OPERATIONS


Previously reported
                    
                    
                    
                    
                    
                    Restated8/31/2008
                    
                    
                    Net Change
                    
                    
                    8/31/2008RevenueConsulting
      Income
                    
                    
                    343,173
                    
                    
                    
                    
                    
                    
                    343,173I/C
      Income
                    
                    
                    22,000
                    
                    
                    
                    
                    
                    
                    22,000Interest
      and dividends
                    
                    
                    735
                    
                    
                    
                    
                    
                    
                    735Total
      Revenue
                    
                    
                    365,908
                    
                    
                    
                    —
                    
                    
                    
                    365,908ExpensesConsulting
      and employee costs
                    
                    
                    137,720
                    
                    
                    
                    (3,000
                    )
                    
                    
                    134,720General
      and administrative
                    
                    
                    93,706
                    
                    
                    
                    (31
                    )
                    
                    
                    93,675Bad
      debt write off
                    
                    
                    680,000
                    
                    
                    
                    
                    
                    
                    
                    680,000Total
      Expenses
                    
                    
                    911,426
                    
                    
                    
                    (3.031
                    )
                    
                    
                    908,395Operating
      Income
                    
                    
                    (545,518
                    )
                    
                    
                    3,031
                    
                    
                    
                    (542,487
                    )Other
      income
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    -Interest
      expense
                    
                    
                    -
                    
                    
                    
                    11,762
                    
                    
                    
                    11,762Net
      Income
                    
                    
                    (545,518
                    )
                    
                    
                    (8,731
                    )
                    
                    
                    (554,249
                    )Earnings (loss) per share (basic and
      diluted)
                    
                    
                    (0.01
                    )
                    
                    
                    
                    
                    
                    
                    (0.01
                    )Weighted average common shares(basic and
      diluted)
                    
                    
                    36,961,319
                    
                    
                    
                    
                    
                    
                    
                    36,961,319





The
result of these restatements is an increase in the net loss of $8,731 and an
increase in stockholders’ equity of $2,840.  There is no change to
basic or diluted earnings per share.


8





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.


9





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.


10





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.




Results
of Operations





The
following table summarizes selected unaudited financial information for the
three months ended November 30, 2008 compared to the three months ended November
30, 2007.




11




For
      the Three MonthsEnded
      November 30,2008
                                  
                                  
                                  2007Consulting
      Income
                                  
                                  $
                                  80,002
                                  
                                  
                                  $
                                  216,000Total
      Income
                                  
                                  
                                  80,002
                                  
                                  
                                  
                                  216,000Expenses:Employees
      and Consulting
                                  
                                  
                                  40,000
                                  
                                  
                                  
                                  234,564General
      and administrative
                                  
                                  
                                  54,782
                                  
                                  
                                  
                                  324,213Total
      Operating Expenses
                                  
                                  
                                  94,782
                                  
                                  
                                  
                                  558,777Net
      Loss from Operations
                                  
                                  
                                  (14,780
                                  )
                                  
                                  
                                  (342,777
                                  )Other
      Income (Expenses):Interest
      Expense
                                  
                                  
                                  (13,494
                                  )
                                  
                                  
                                  —Interest
      and Dividend Income
                                  
                                  
                                  —
                                  
                                  
                                  
                                  22,689Total
      Other Income (Expenses)
                                  
                                  
                                  (13,494
                                  )
                                  
                                  
                                  22,689Net
      Loss for the period
                                  
                                  $
                                  (28,274
                                  )
                                  
                                  $
                                  (320,088
                                  )Earnings
      (loss) per common share – basic and diluted
                                  
                                  $
                                  .00
                                  
                                  
                                  $
                                  0.01Weighted
      avg. common shares out. – basic and diluted
                                  
                                  
                                  36,961,319
                                  
                                  
                                  
                                  36,961,319




During
the quarter ended November 30, 2008, we incurred a net loss of $28,274. General
and administrative expenses related primarily to rent, salaries, telephone,
other office costs and costs associated with being a reporting company was
$54,782.  Management fees totaled $40,000.  Consulting
income for the quarter of $80,002 primarily consists of fees charged to related
entities for services performed.  Overall, expenses dropped
significantly from the prior year quarter, as did consulting
income.





General
and administrative expenses decreased $269,431 when comparing the first quarter
of 2008 to 2007, principally due to reduced travel and reduced legal fees
related to preparing material for administrative hearings related to refund
challenges. The general and administrative costs for the first quarter of 2008
include the costs associated with computer and internet expenses of $11,613,
professional fees of $27,000, insurance costs of $8,552 and other operating
costs of $7,617.





Interest
expense of $13,494 in the quarter ending November 30, 2008 covers accrued
interest payable on the related party loan.




Liquidity
and Capital Resources




The
Company had cash on hand of $7,877 at November 30, 2008 and had no other assets
to meet ongoing expenses or debts that may accumulate. As of such date, we have
accumulated a deficit of $16,464,137. As of November 30, 2008 we had current
liabilities totaling $307,418.




12




The
Company has fixed assets, net of accumulated depreciation of $5,904 and has no
commitment for any additional 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 $1.7 million in the fiscal year ending August 31, 2009. Any
travel, lodging or other expenses which may arise related to finding,
investigating and attempting to complete a combination with one or more
potential acquisitions could also amount to thousands of dollars.




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.




13




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




ITEM 3
- Quantitative and Qualitative Disclosures about Market Risk





Not
applicable.





ITEM 4 - Controls and
Procedures





Management’s
Report on Internal Control over Financial Reporting.


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





Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error or fraud.  A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.
 Further, the design of a control system must reflect the fact that there
are resource constraints and the benefits of controls must be considered
relative to their costs. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can provide only reasonable
assurance of achieving their control objectives. Furthermore, smaller reporting
companies face additional limitations.  Smaller reporting companies employ
fewer individuals and find it difficult to properly segregate duties. Often, one
or two individuals control every aspect of the Company’s operation and are in a
position to override any system of internal control.  Additionally, smaller
reporting companies tend to utilize general accounting software packages that
lack a rigorous set of software controls.




14




PART II   OTHER INFORMATION





ITEM
1 - LEGAL PROCEEDINGS





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





ITEM 1A
- RISK FACTORS





Not
applicable.





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





There
were no changes in securities and small business issuer purchase of equity
securities during the period ended November 30, 2008.





ITEM
3 - DEFAULTS UPON SENIOR SECURITIES




There
were no defaults upon senior securities during the period ended November 30,
2008.




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





There
were no matters submitted to the vote of securities holders during the period
ended November 30, 2008.




ITEM
5 - OTHER INFORMATION





None.




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





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




31.1
                
                Certification
      pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
      of 1934 executed by the Principal Executive Officer of the
      Company31.2
                
                Certification
      pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
      of 1934 executed by the Principal Financial Officer of the
      Company32.1
                
                Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002, executed by the
      Principal Executive Officer of the Company32.2
                
                Certification
      pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002, executed by the
      Principal Financial Officer of the
Company




15




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:  January
20, 2009





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




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




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




16