Amended Quarterly Report (10-q/a)

---

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No.1)

 

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

For the quarterly period ended June 30, 2011

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

Commission File Number 333-152160

IMPERIAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada	83-0512922
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

106 E. 6th ST. Suite 900, Austin, TX 78701

(Address of principal executive offices)

[phone]

(Registrant’s telephone number)

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

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.  x  Yes  ¨  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required o submit and post such files).  x Yes  ¨  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 (Do not check if smaller reporting company)

x

Smaller Reporting company

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: August 12, 2011: 42,362,100 common shares

 

1

---

 

EXPLANATORY NOTE

This Amendment No. 1 to our Quarterly Report on Form 10-Q/A (“Amendment No. 1”) is being filed to amend our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 18, 2011 (“Original Filing”). The amendments are set forth below:

The Company restated the financial statements for the quarter ended June 30, 2011 due to the Company’s change in treatment for convertible promissory note totaling $450,000. The derivative liability regarding Legion convertible debt bifurcated form note was misstated. The effect of this misstatement was an incorrect presentation of derivative liability, interest expense and gain or loss on mark to market.

Except to the extent required to reflect the above-referenced revisions, this Amendment No. 1 continues to describe the Company as of the date of the Original Filing, and does not update disclosures to reflect events that occurred after the date of the Original Filing. Accordingly, this Amendment No.1 should be read in conjunction with the Original Filing and with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.

 

2

---

 

INDEX
		Page No.(s)
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Consolidated Balance Sheets as of June 30, 2011 (unaudited) and March 31, 2010	5
	Consolidated Statements of Operations for the three and six months ended  June 30, 2011 and 2010 (unaudited)	6
	Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010 (unaudited)	7
	Notes to Consolidated Financial Statements	8 to 19
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
		24
Item 4T.	Controls and Procedures
		24
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	[RESERVED]	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
SIGNATURES		27

 

3

---

 

PART I—FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

NOTE:  These consolidated financial statements reflect the Company’s Consolidated Balance Sheets at June 30, 2011 (unaudited) and March 31, 2011, the Unaudited Consolidated Statements of Operations for the three months ended June 30, 2011 and 2010, and unaudited Consolidated Statements of Cash Flows for the three months ended June 30, 2011 and 2010.

 

4

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

		(Restated) June 30, 2011				Year Ended March 31, 2011
Assets
Current assets:
Cash and cash equivalents		$	303,768			$	364,891
Accounts receivable			27,482				28,503
Total Current Assets			331,250				393,394
Investment in oil and gas properties, net			436,113				322,126
Property and equipment-Salt Water Disposal Facility, net			497,619				-
Total Assets		$	1,264,982			$	715,520
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities		$	69,722			$	82,697
Current portion of notes payable			90,410				-
Total Current Liabilities			160,132				82,697
Notes Payable, net of discount of $441,550			110,760				-
Derivative Liability			500,080				-
Total Liabilities			770,972				82,697
Stockholders’ equity:
500,000,000 shares authorized, $0.001 par value, ; 42,362,100 shares issued and outstanding at June 30, 2011and March 31, 2011			42,362				42,362
Additional paid-in capital			1,763,849				1,763,858
Accumulated deficit			(1,312,201	)			(1,173,397	)
Total Stockholders’ Equity			494,010				632,823
Total Liabilities and Stockholders’ Equity		$	1,264,982			$	715,520

The accompanying notes are an integral part of these consolidated financial statement.

 

5

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

For three months ended June 30, 2011 and 2010

(Unaudited)

		(Restated) Three Months				Three Months
		ended				ended
		June 30 ,2011				June 30, 2010
REVENUES
Oil and gas revenue		$	27,482			$	21,189
Operatin g  Expenses:
Lease operating costs			4,631				4,670
Repairs and Maintenance			11,079				-
Depreciation			2,381				-
Depletion			6,100				1,288
Professional Fees			52,193				3,725
Other Administrative Expenses			29,123				4,053
Total Operating Expenses			105,507				13,736
(LOSS) INCOME FROM OPERATIONS			(78,025	)			7,453
Other Income and (Expenses):
Interest expense			(184,209	)			(11,250	)
Gain on derivative liability			123,430				-
Total other income (expense)			(60,779	)			(11,250	)
NET LOSS		$	(138,804	)		$	(3,797	)
NET LOSS PER COMMON SHARE
Basic and diluted		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted			42,362,100				40,000,000

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

 

6

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

For three months ended June 30, 2011 and 2010

(Unaudited)

		(Restated) Three Months				Three Months
		ended				ended
		June 30 ,2011				June 30, 2010
Cash flows from operating activities:
Net Loss		$	(138,804	)		$	(3,797	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Capital contributions - expenses			-				3,900
Amortization of discount and interest expense			181,960				-
Gain on derivative liability			(123,430	)			-
Depletion and depreciation expense			8,481				1,288
Changes in operating assets and liabilities:
Changes in accounts receivable			1,021				(21,189	)
Changes in accounts payable			(12,983	)			15,358
Net cash used in operating activities			(83,755	)			(4,440	)
Cash flows used in investing activities:
Investments in oil and gas properties			(120,088	)			(900,000	)
Purchase of saltwater disposal facility			(50,000	)			-
Net cash used in investing activities			(170,088	)			(900,000	)
Cash flows from financing activities:
Loans from related parties			-				4,440
Notes payable			200,000				900,000
Repayments of notes payable			(7,280	)			-
Net cash provided by financing activities			192,720				904,440
Net decrease in cash and cash equivalents			(61,123	)			-
Cash and cash equivalents at the beginning of period			364,891				-
Cash and cash equivalents at the end of period		$	303,768			$	-
Supplemental Disclosure of Cash Flow Information
Cash paid for interest		$	2,250			$	-
Supplemental Disclosure of Noncash Investing and Financing Activities:
Derivative liability		$	623,510
Purchase of saltwater disposal facility through issuance of note payable		$	450,000

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

 

7

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

1.	ORGANIZATION AND BASIS OF PRESENTATION

Imperial Resources, Inc. (“the Company”) was incorporated under the laws of the State of Nevada on August 2, 2007 with the authorized capital stock of 500,000,000 shares at $0.001 par value. 

The Company was organized for the purpose of acquiring and exploring a mineral property and later abandoned it.  The Company has decided to focus its core activities on development and exploration of oil and gas assets in the United States through its wholly-owned subsidiary Imperial Oil & Gas Inc. (“Imperial Oil” or “IOG”) which was formed under the laws of the State of Delaware on January 8, 2010. Big Dig Operating, Inc., (“Big Dig”) was formed June 13, 2011 for the purpose of operating a salt water disposal facility, and is a wholly owned subsidiary of Imperial Oil & Gas, Inc.  In addition, Green Tide Water Disposal, Ltd. (“Green Tide”) was formed on June 15, 2011, as a limited partnership with Imperial owning a 99% limited partnership interest, and Big Dig owning a 1% general partnership interest.

 

Green Tide has obtained a promissory note to fund the operations of the salt water disposal facility.

The Company is engaged in the exploration and development of oil and natural gas properties. The Company acquires the oil and gas interests in various manners, from purchasing them or via a farm-in whereby we earn our interests by developing the acreage of another. The Company acquires fee simple determinable interests in the oil and gas properties in either acquisition scenario. In addition, the Company has purchased a saltwater disposal facility.

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)

The consolidated financial statements included herein, presented in accordance with accounting principles generally accepted in the United States of America and stated in US dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

(a)	Basis of Consolidation

The accompanying financial statements present the consolidated accounts of the Company and its subsidiaries. All intercompany account balances and transactions have been eliminated.

(b)	Nature of Operations

The Company’s focus is on the acquisition, development and exploitation of long-lived oil and natural gas reserves and, to a lesser extent, exploration for new oil and natural gas reserves. The Company’s business activities are currently carried out in New Mexico and Texas.

(c)	Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of unsecured accounts receivable from unaffiliated crude oil purchasers and the well operator. A substantial portion of the Company’s oil reserves are exposed to the impact of delays or interruptions of production from these wells due to mechanical problems, damages to the current producing reservoirs and significant governmental regulation, including any curtailment of production or interruption of transportation of oil or natural gas produced from the properties.

(d)	Investments in Oil and Gas Properties and Property and Equipment-Saltwater Disposal Facility

Investment in Oil and natural gas properties:

The Company follows the successful efforts method of accounting and will capitalize successful wells and related leasehold costs. Acquisition costs for proved and unproved properties are capitalized when incurred. Exploration costs, including geological and geophysical costs, the costs of carrying and retaining unproved properties and exploratory dry hole costs are expensed. Development costs, including costs to drill and equip development wells and successful exploratory drilling costs to locate proved reserves are capitalized.

 

These costs are amortized using the unit of production method.  Dry hole and related leasehold costs are expensed.

 

8

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) – Continued

Property and Equipment-Salt Water Disposal Facility:

Maintenance and repairs are charged to operations. Renewals and improvements are capitalized to the appropriate property and equipment accounts.

Upon retirement or disposition of assets other than oil and natural gas properties, the cost and related accumulated depreciation are removed from the accounts with the resulting gains or losses, if any, recognized in income. Depreciation of other property and equipment is computed using the straight-line method based on the estimated useful lives of the property and equipment.

 

(e)	Impairment of Long-Lived Assets:

The Company reviews and evaluates long-term assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  The assets are subject to impairment consideration under ASC 60-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable.   When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35 Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Term Assets.

 

(f)	Income Taxes

The Company accounts for federal income taxes using the liability method. Under the liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the liability method, the effect on previously recorded deferred tax assets and liabilities resulting from a change in tax rates is recognized in operating results in the period in which the change is enacted.

 

(g)	Basic and Diluted Net Loss Per Share

Net loss per share is presented in accordance FASB ASC Topic No. 260  Earnings Per Share . Basic net loss per share is computed based on the weighted average shares of common stock outstanding for the period. There are no potentially dilutive common stock equivalents such as stock options or warrants outstanding, and as such basic and diluted net loss per share is the same.  

 

(h)	Use of Estimates in the Preparation of Consolidated Financial Statements

Preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The oil and natural gas reserve estimates, and the related future net cash flows derived from those reserves, are used in the determination of depletion expense and the full cost ceiling test and are inherently imprecise. Actual results could differ from those estimates.

 

(i)	Fair value of financial instruments

The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. None of these instruments are held for trading purposes. The carrying amounts and fair values for Convertible debt is presented in the following Notes.

 

 

9

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) - Continued

(i)	Fair value of financial instruments - continued

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available (Level 1). If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters (Level 2). Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the customer’s creditworthiness, among other things, as well as unobservable parameters (Level 3). Any such valuation adjustments are applied consistently over time.

(j )	Derivative Instruments

The Company does not use derivative financial instruments to hedge exposures to cash-flow or market risks. However, certain other financial instruments with embedded conversion features of debt that are not considered indexed to the Company’s common stock are classified as liabilities when either (a) the holder possesses rights to net-cash settlement, (b) physical or net share settlement is not within the control of the Company, or (c) based on its anti-dilutive provisions. In such instances, net-cash settlement is assumed for financial accounting and reporting. Such financial instruments are initially recorded at fair value and subsequently adjusted to fair value at the close of each reporting period. Fair value for the related embedded conversion feature is determined using the Black-Scholes Option Pricing Model. The gains and losses resulting from changes in the fair value of derivatives are recorded in the Consolidated Statement of Operations.

 

(k)	Cash Equivalents

 For purposes of the consolidated statements of cash flows, the Company considers all demand deposits, money market accounts and certificates of deposit purchased with an original maturity of three months or less to be cash equivalents.

 

(l)	Revenue Recognition

Oil and natural gas revenues are recorded using the sales method, whereby the Company recognizes oil and natural gas revenue based on the amount of oil and natural gas sold to purchasers. The Company did not have any oil or natural gas imbalances recorded. The Company does not recognize revenues until they are realized or realizable and earned. Revenues are considered realized or realizable and earned when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the seller’s price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured.

(m)	Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

 

(n)	Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standard Update (“ASU”) 2010-6,  Improving Disclosures About Fair Value Measurements , which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. The adoption of ASU 2010-6 did not have a material impact on our consolidated financial statement disclosures.

 

10

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) - Continued

 

(o)	Recent Accounting Pronouncements – continued

On December 31, 2008, the SEC published the final rules and interpretations updating its oil and gas reporting requirements. Many of the revisions are updates to definitions in the existing oil and gas rules to make them consistent with the petroleum resource management system, which is a widely accepted standard for the management of petroleum resources that was developed by several industry organizations. Key revisions included changes to the pricing used to estimate reserves utilizing a 12-month average price rather than a single day spot price which eliminates the ability to utilize subsequent prices to the end of a reporting period, the ability to include nontraditional resources in reserves, the use of new technology for determining reserves, and permitting disclosure of probable and possible reserves. The SEC required companies to comply with the amended disclosure requirements for annual reports on Form 10-K for fiscal years ending on or after December 15, 2009. Earlier adoption was not permitted.

In January 2010, the FASB issued ASC Topic No. 932 to amend existing oil and gas reserve accounting and disclosure guidance (formerly FASB Staff Position No. 69),  Extractive Activities-Oil and Gas,  to align its requirements with the SEC’s Modernization of Oil and Gas Reporting rule. The significant revisions involve revised definitions of oil and gas producing activities, changing the pricing used to estimate reserves at period end to a twelve month arithmetic average of the first day of the month prices and additional disclosure requirements. In contrast to the SEC rule, the FASB does not permit the disclosure of probable and possible reserves in the supplemental oil and gas information in the notes to the financial statements. The amendments are effective for annual reporting periods ending on or after December 31, 2009. Application of the revised rules is prospective and companies are not required to change prior period presentation to conform to the amendments. Application of the amended guidance has only resulted in changes to the prices used to determine proved reserves at December 31, 2010 and 2009, respectively. The new guidelines have expanded the definition of proved undeveloped reserves that can be recorded from an economic producer. The opportunity to prove reasonable certainty for spacing areas located more than one direct development spacing area from economic producer did not impact the Company’s proved developed or undeveloped reserves.

 The primary changes in the amended ASC Topic No. 932 are as follows:

 

●	Amending the definition of proved oil and gas reserves to indicate that entities must use the average, first-day-of-the-month price during the 12-month period before the ending date of the period covered by the report (the 12-month average price) rather than the year-end price, when estimating whether reserve quantities are economical to produce.
●	Change the price used to calculate the aggregate amount of (and changes in) future cash inflows related to the standardized measure of discounted future cash flows from the year-end price to the 12-month average price used in calculating proved reserves.
●	Adding to and amending other definitions in the Master Glossary used in estimating proved oil and gas reserves quantities (for example, reliable technology and reasonable certainty).
●	Requiring that an entity disclose separately information about reserve quantities and financial statement amounts for geographic areas that represent 15 percent or more of proved reserves. In addition, Topic No. 932 is amended to indicate that the quantity of reserves is not the only factor that should be considered in determining whether reserves are significant (that is, an entity would be required to consider all facts and circumstances in determining whether reserves are significant).
●	Clarifying that an entity’s equity method investments must be considered in determining whether it has significant oil- and gas producing activities.

 

 

11

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

3.	INVESTMENTS IN OIL AND GAS PROPERTIES AND SALT WATER DISPOSAL PROPERTY AND EQUIPMENT

Investments in oil and gas properties-

The Company has $463,113 in investments in oil and gas properties as of June 30, 2011, as follows: 

		Beginning Balance				Additions				Balance as of June 30, 2011
Producing Well		$	313,266			$	-			$	313,266
Accumulated depletion on producing well			(70,900	)			(6,100	)			(77,000	)
Net producing well			242,366				(6,100	)			236,266
Exploratory Wells			79,760				120,088				199,847
Total oil and gas		$	322,126			$	113,988			$	436,113

Greater Garwood Project and Cochran #1 Well

On January 20, 2010, the Company acquired a 14.9% working interest in the oil, gas and mineral leases in the Greater Garwood hydrocarbon exploration project located in Colorado County, Texas (the “Project”).   The Project has one producing well known as the Cochran #1 Well, which is being operated by El Paso E & P Company, L.P. As of June 30, 2011, the investment totaled $236,266.

Oklahoma Project

On July 12, 2010, Imperial Oil entered into a participation agreement, four areas of mutual interest (AMI) agreement and joint operating agreement to acquire leases on up to 5,000 acres in Oklahoma. The agreement provides for a 50% working interest in horizontal oil and gas drilling projects.  As of March 31, 2011, there were no costs incurred. As of June 30, 2011, the Company has incurred $92,685 in acreage costs.

Nunnelly #1 Project

On January 10, 2011, the Company entered into an Oil and Gas lease (“Agreement”) with the mineral owner of approximately 35 acres and an existing wellbore in Montague County Texas. The Agreement provides for the development of the Project lease area and the existing well, known as Nunnelly #1. The mineral owners’ will retain a 25% royalty interest in the acreage. Imperial has the option, to pay the costs associated with deepening and completion of the well, or alternatively, the drilling and completion of a new well. Deepening of the existing Nunnelly #1 wellbore is the Company’s first planned option. As of June 30, 2011, $47,162 is capitalized relating to surface preparation work at the site.

Stateline

On January 25, 2011, the Company entered into a Farmout Agreement ("Agreement") with a private oil and gas exploration company, for the right to earn acreage by drilling up to four wells in an infill development project ("Stateline") in the existing Sawyer Field, in Lea County, New Mexico. The Agreement calls for the Company’s subsidiary to pay a spud fee of $60,000 and drill between one and four wells to earn a 77% net revenue interests in 40 acres for each well drilled, subject to a reservation by the assigning party of a 10% working interest in each well drilled.  The Agreement requires that not later than 270 days, drilling will commence on the first well. Drilling on the next well must commence not later than 180 days following the release of the drilling rig on the first well, with the drilling of subsequent wells having the same commencement requirements as the previously drilled well.

 

12

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

3.	INVESTMENTS IN OIL AND GAS PROPERTIES AND SALT WATER DISPOSAL PROPERTY AND EQUIPMENT - Continued

As of June 30, 2011, the Company has invested $60,000 related to the spud fee. The Company’s capital expenses for the first well are estimated to be $635,000.

Property and Equipment-Salt Water Disposal Facility

On April 27, 2011 Imperial Oil entered into a Purchase and Sale Agreement to purchase approximately 41 acres of land, a related salt water disposal facility (”SWDF”) consisting of surface equipment, and a wellbore and associated permits, located in Wise County, Texas.  The total purchase price of $500,000 was made through a $50,000 signing payment, plus the execution of a Convertible Promissory Note (the “Note”) totaling $450,000. The Note is secured over the SWDF assets. There are approximately 6,000 wells within 20 miles of the Facility. The Company plans to deepen the well to a depth currently approved by the Texas Railroad Commission, conduct initial marketing operations and to reopen the Facility to dispose of up to 15,000 barrels of salt water a day.

		June 30, 2011
Purchase of salt water facility		$	500,000
Depreciation expense and accumulated depreciation			(2,381	)
Total property and equipment related to salt water facility		$	497,619

 

4.	NOTES PAYABLE (RESTATED)

Legion Note

On April 27, 2011 Imperial Oil entered into a Purchase and Sale Agreement to purchase approximately 41 acres of land, a related salt water disposal facility (”SWDF”) consisting of surface equipment, and a wellbore and associated permits, located in Wise County, Texas. The total purchase price of $500,000 was made through a $50,000 signing payment, plus the execution of a Convertible Promissory Note (the “Note”) totaling $450,000. The Note is secured over the SWDF assets.

The note is repayable monthly at $9,529.59 for fifty four months at a 6% fixed interest rate, commencing on September 1, 2011. The outstanding principal balance plus any accrued interest under the Note was convertible into common shares six months after execution of the agreement upon the option of the Holder. The Note was convertible into the number of shares equal to the balance of the principal and interest being converted divided by a 15% discount to the daily volume weighted average price per share for the ten business days prior to the date of the conversion notice. The note is secured over the SWDF assets, and was convertible subsequent to a six month waiting period. In addition, the conversion is limited to at least $25,000 in principal and accrued unpaid interest with a maximum of $75,000 in any one calendar month.

Legion Note Derivative Liability

The above embedded conversion feature was determined to be a derivative liability, and such financial instruments are initially recorded at fair value and subsequently adjusted to fair value at the close of each reporting period. The fair value was determined using the Black-Scholes Option Pricing Model using the following assuptions at each measurement date: risk-free interest rates ranging from 2.06% to 2.74%; expected life of 4.08 to 4.25 years; and, expected volatility of 166% based on historical stock prices of the Company. The gains and losses resulting from changes in the fair value of derivatives are recorded in the Consolidated Statement of Operations.

The fair value of the derivative liability at April 27, 2011 was $623,510; and at June 30, 2011, $500,080.  The Company has categorized its derivative liability measured at fair value into the three-level fair value hierarchy based upon the priority of inputs to respective valuation techniques. Liabilities included within level 3 of the fair value hierarchy include a share conversion feature on convertible debt. The valuation methodology for liabilities within level 3 uses a combination of observable and unobservable inputs in calculating fair value. The debt discount related to the derivative liability totaled $450,000 at April 27, 2011. Amortization totaled $8,450 for the period ended June 30, 2011.

 

13

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

 

4.	NOTES PAYABLE (RESTATED) - Continued

Quarry Bay Note

On June 15, 2011, the Green Tide Water Disposal, Ltd., was formed as a limited partnership with Imperial Oil & Gas, Inc. being a limited partner owning 99% and Big Dig Operating, Inc., a wholly owned subsidiary of Imperial Oil & Gas, Inc., being the general partner and owning 1%, and obtained a Convertible Promissory Note on June 17, 2011, for amounts up to $1,200,000 to rework and operate the SWDF. The note provides that Green Tide will pay interest at a rate of twenty percent per annum with principal and interest paid monthly in amounts equal to eighty percent of the net cash flow generated by the operations of the SWDF, until such time that the cumulative distribution equals the principal amount loaned. The lender may convert at its option, the unpaid balance of the note into limited partner interests in Green Tide of up to 50% of the equity. There was determined to be no beneficial conversion feature at the date of the note. As of June 30, 2011, $200,000 in partial proceeds had been received.

Notes payable are summarized as follows:

Description		Amount
Legion Note		$	442,720
Quarry Bay Note			200,000
Total borrowings			642,720
Less: Current Portion			(90,410	)
Less: Debt Discount			(441,550)
Notes payable as of  June 30, 2011		$	110,760

5.	GOING CONCERN

The Company intends to seek business opportunities that will provide a profit. However, the Company does not have the working capital necessary to be successful in this effort and to service its debt, which raises substantial doubt about its ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional loans and equity funding, which will enable the Company to operate for the coming year.

 

6.	INCOME TAXES (RESTATED)

 

At June 30, 2011, the Company has accumulated operating losses totaling approximately $1,315,000. The net operating loss carry forwards will begin to expire in 2027 if not utilized. The Company has recorded net operating losses in each year since its inception through June 30, 2011. Based upon all available objective evidence, including the Company’s loss history, management believes it is more likely than not that the net deferred assets will not be fully realized. Therefore, the Company has provided a valuation allowance against its deferred tax assets as of June 30, 2011.

7.	COMMITMENTS AND CONTINGENCIES

Stateline

On January 25, 2011, the Company entered into a Farmout Agreement ("Agreement") with a private oil and gas exploration company, for the right to earn acreage by drilling up to four wells in an infill development project ("Stateline") in the existing Sawyer Field, in Lea County, New Mexico. The Agreement calls for the Company’s subsidiary to pay a spud fee of $60,000 and drill between one and four wells to earn a 77% net revenue interests in 40 acres for each well drilled, subject to a reservation by the assigning party of a 10% working interest in each well drilled.  The Agreement requires that not later than 270 days, drilling must be commenced on the first well. Drilling on the next well must be commenced not later than 180 days following the release of the drilling rig on the first well, with the drilling of subsequent wells having the same commencement requirements as the previously drilled well.

As of March 31, 2011, the Company has invested $60,000 related to the spud fee. The Company’s capital expense for the first well is expected to be around $635,000.

 

14

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

8 .	SIGNIFICANT TRANSACTIONS WITH RELATED PARTY

On April 1, 2010, Imperial Oil entered into an Assignment of Overriding Royalty Interest Agreement to assign or pay Sydney Oil & Gas, LLC (“Sydney”), a gross overriding royalty of 6.5% of 8/8 for each lease or working interest acquired by Imperial Oil.  Imperial’s CEO owns an interest in and controls Sydney. At June 30, 2011, no royalties have been paid.

9.	RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

The Company has restated its previously issued financial statements for matters related to the following previously reported items:

On April 27, 2011 Imperial Oil entered into a Purchase and Sale Agreement to purchase approximately 41 acres of land, a related salt water disposal facility (”SWDF”) consisting of surface equipment, and a wellbore and associated permits, located in Wise County, Texas. The total purchase price of $500,000 was made through a $50,000 signing payment, plus the execution of a Convertible Promissory Note (the “Note”) totaling $450,000. The Note is secured over the SWDF assets.

The note is repayable monthly at $9,529.59 for fifty four months at a 6% fixed interest rate, commencing on June 1, 2011. The outstanding principal balance plus any accrued interest under the Note is convertible into common shares six months after execution of the agreement upon the option of the Holder. The Note is convertible into the number of shares equal to the balance of the principal and interest being converted divided by a 15% discount to the daily volume weighted average price per share for the ten business days prior to the date of the conversion notice.

This note was originally accounted for using ASC 470-20 by recording a discount on the note payable based on the related intrinsic value. However, this instrument should have been accounted for under ASC 815-15, whereby the Company bifurcates the conversion feature and records it at its fair value, with changes in fair value being reported in the statement of operations. The effects of this change on the Balance Sheet, Statement of Operations, and Cash Flows Statement, are shown below:

 

15

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

9.	RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Continued

Consolidated Balance Sheet
	June 30, 2011
		Previously Reported				Adjustments				As Restated
Assets
Current assets:
Cash  and cash equivalents		$	303,768							$	303,768
Accounts receivable			27,482								27,482
Total Current Assets			331,250								331,250
Investment in oil and gas properties, net			436,113								436,113
Property and equipment – Salt Water Disposal Facility, net			497,619								497,619
Total Assets			1,264,982								1,264,982
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities		$	69,722			$	-			$	69,722
Current portion of notes payable			90,410								90,410
Total Current Liabilities			160,132								160,132
Notes payable , net of discount			473,573				(362,813	)			110,760
Derivate Liability			-				500,080				500,080
Total Liabilities			633,705				137,267				692,235
Stockholders’ equity:
500,000,000 shares authorized, $0.001 par value, ; 42,362,100 shares issued and outstanding at June 30, 2011and March 31, 2011			42,362								42,362
Additional-paid-in capital			1,845,676				(81,827)				1,763,849
Accumulated deficit			(1,256,761	)			(55,440	)			(1,312,201	)
Total Stockholders' Equity			631,277				(137,267	)			572,747
Total Liabilities and Stockholders'  Equity		$	1,264,982			$	-			$	1,264,982

 

16

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

9.	RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Continued

Consolidated Statement of Operations
	Three Months Ended June 30, 2011
		Previously Reported				Adjustments				As Restated
REVENUES
Oil and gas revenue		$	27,482			$				$	27,482
Operatin g  Expenses:
Lease operating costs			4,631								4,631
Repairs and Maintenance			11,079								11,079
Depreciation			2,381								2,381
Depletion			6,100								6,100
Professional Fees			52,193								52,193
Other Administrative Expenses			29,123								29,123
Total Operating Expenses			105,507				-				105,507
(LOSS) INCOME FROM OPERATIONS			(78,025	)			-				(78,025	)
Other Income and (Expenses):
Interest expense			(5,330	)			(178,879	)			(184,209	)
Gain on derivative liability			-				123,430				123,430
Total other income (expense)			(5,330	)			(55,449	)			(60,779	)
NET LOSS			(83,355	)			(55,449)				(138,804	)
NET LOSS PER COMMON SHARE
Basic and diluted			(0.00	)			(0.00	)			(0.00	)
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted			42,362,100								42,362,100

 

17

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

9.	RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS - Continued

Consolidated Statement of Cash Flows
	Three Months Ended June 30, 2011
		Previously Reported				Adjustments				As Restated
Cash flows from operating activities:
Net Loss		$	(83,355	)		$	(55,449)			$	(138,804	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Capital contributions - expenses			-								-
Amortization of discount and interest expense			3,081				178,879				181,960
Gain on derivative liability			-				(123,430	)			(123,430	)
Depletion and depreciation expense			8,481								8,481
Changes in operating assets and liabilities:
Changes in accounts receivable			1,021								1,021
Changes in accounts payable			(12,983	)							(12,983	)
Net cash used in operating activities			(83,755	)			-				(83,755	)
Cash flows used in investing activities:
Investments in oil and gas properties			(120,088	)							(120,088	)
Purchase of saltwater disposal facility			(50,000	)							(50,000	)
Net cash used in investing activities			(170,088	)			-				(170,088	)
Cash flows from financing activities:
Loans from related parties			-								-
Notes payable			200,000								200,000
Repayments of notes payable			(7,280	)							(7,280	)
Net cash provided from financing activities			192,720								192,720
Net decrease in cash and cash equivalents			(61,123	)			-				(61,123	)
Cash and cash equivalents at the beginning of period			364,891								364,891
Cash and cash equivalents at the end of period			303,768								303,768
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest			2,250				-				2,250
Supplemental Disclosure of Noncash Investing and Financing Activities:
Derivative Liability			-				623,510				623,510
Purchase of saltwater disposal facility through issuance of note payable			450,000				-				450,000

 

18

---

 

IMPERIAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(Unaudited)

10.	SUBSEQUENT EVENTS (RESTATED)

On July 8, 2011, Imperial Resources, Inc., pursuant to the Securities Purchase Agreement with an accredited investor dated December 31, 2010, entered into a second Securities Purchase Agreement with the accredited investor, by subscribing $150,000 for 532,461 shares of common stock at a 10% discount to the Volume Weighted Average closing Price for the ten business days prior to the Agreement, this being a price of $0.2817 per share, as mutually agreed between the Company and the accredited investor. Following the issuance, the total number of issued shares of the Company’s common stock will be 42,894,561.

On November 8, 2011 the Salt Water Disposal Facility (“SWDF”) owned by the Company’s Green Tide Water Disposal, Ltd. subsidiary located in Wise County, Texas, was struck by lightning. There were no causalities, injuries or environmental damages, however, the surface plant consisting of tanks and pumps were largely destroyed by an explosion caused by a lightning strike and ensuing fire. No damage is believed to have been caused to the newly deepened and completed well bore, wellhead, land and roadway infrastructure which form the majority portion of the SWDF assets, along with the value of the disposal permit. The replacement value of the surface equipment destroyed is estimated to be approximately $530,000. The equipment destroyed was not insured.

On January 10, 2012, Imperial Oil sold all of its interest in leases obtained as a result of a participation agreement and area of mutual interest (AMI) agreement to acquire leases on up to 5,000 acres in Oklahoma entered into on July 12, 2010. The Company received a cash payment of $540,000 in consideration for the sale of its lease interests and the Company’s release of its interest in the AMI. Concurrent with the sale and as an additional consideration for the sale the Company has, with its partner in the divested AMI, entered into a new AMI elsewhere in Oklahoma. The terms of the new AMI provide for the Company to operate and to retain a 90% working interest in any properties that are leased in the new AMI.

On April 16, 2012, Imperial Resources, Inc., pursuant to a Securities Purchase Agreement with an accredited investor issued 75,153 common shares for $20,000 at a 10% discount to the Volume Weighted Average closing Price for the ten business days prior to the Agreement, this being a price of $0.26 per share. Following the issuance the total number of issued shares of the Company’s common stock will be 42,969,714.

In addition, the Company obtained three convertible promissory notes on March 6, 2012, May 28, 2012 and June 18, 2012, totaling $125,000, $50,000, and $60,000 respectively. The notes provide that Green Tide will pay interest at a rate of twenty percent per annum with principal and interest paid monthly in amounts equal to eighty percent of the net cash flow generated by the operations of the SWDF, until such time that the cumulative distribution equals the principal amount loaned. The notes were to continue to complete and open the SWDF.

On July 31, 2012, Imperial Resources, Inc., entered into a Securities Purchase Agreement with an accredited investor, by subscribing $100,000 for 506,483 shares of common stock at a 15% discount to the Volume Weighted Average closing Price for the ten business days prior to the Agreement, this being a price of $0.1974 per share, as mutually agreed between the Company and the accredited investor. Following the issuance the total number of issued shares of the Company’s common stock will be 43,476,197.

 

19

---

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and development of our properties, plans related to our business and matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

●	risks related to our limited operating history; including security and conversion arrangements over Notes payable;

●	risks related to our financing and development activities;

●	risks related to the historical losses and expected losses in the future;

●	risks related to our dependence on our executive officers;

●	risks related to fluctuations in oil and natural gas prices, and the price for salt water disposal;

●	risks related to exploratory activities, drilling for and producing oil and natural gas, and the drilling of salt water disposal wells;

●	risks related to the operation of salt water disposal facilities;

●	risks related to liability claims from oil and gas, and salt water disposal operations;

●	risks related to accessing the oil and natural gas, and salt water disposal markets;

●	risks related to the statutory regulation of the drilling for and producing of oil and natural gas, and the disposal of salt water;

●	risks related to legal and reporting compliance costs and the ongoing accreditation of our auditors by the PCAOB;

●	risks related to the unavailability of drilling equipment and supplies;

●	risks related to competition in the oil and natural gas industry, including the disposal of salt water;

●	risks related to period to period comparison of our financial results;

●	risks related to our securities and the general public markets;

●	risks related to our ability to raise capital or enter into joint venture or working interest arrangements on acceptable terms.

 

20

---

 

We qualify all the forward-looking statements contained in this Quarterly Report by the foregoing cautionary statements.

Overview and Plan of Operation

Producing Wells

Cochran #1 Well

On January 20, 2010, the Company acquired a 14.9% working interest in the oil, gas and mineral leases in the Greater Garwood hydrocarbon exploration project located in Colorado County, Texas (the “Project”).  The Project included one producing well known as the Cochran #1 Well. The well produced and sold approximately 5 Mmcfe, net during the three months ended June 30, 2011, and 4.63 Mmcfe net to Imperial for the three months ended June 30, 2010.   All revenues for the years ended June 30, 2011 and 2010 are from the Cochran Well. The investments as of June 30,2011 totaled $236,266.

Exploratory Wells

Oklahoma Project

In July of 2010, Imperial Oil entered into a participation agreement in an area of mutual interest (AMI) agreement and joint operating agreement to acquire a 50% working interest in leases on up to 5,000 acres in Oklahoma, including a 50% working interest in horizontal oil and gas drilling projects. As of March 31, 2011, there were no costs incurred. Subsequent to year-end March 31, 2011, the Company has participated in $92,685 of acreage costs and associated expenses.  Total estimated acreage costs related to the project are $398,750. All leases are required to provide a gross net royalty interest of 79.25% or greater. At the Company’s option they may elect to participate in drilling and completion costs.

Nunnelly #1 Project

On January 10, 2011, the Company entered into an Oil and Gas lease (“Agreement”) with the mineral owner of approximately 35 acres and an existing wellbore in Montague County Texas. The Agreement provides for the development of the Project lease area and the existing well, known as Nunnelly #1. The mineral owners’ will retain a 25% royalty interest in the acreage. The Company obtained an evaluation from an independent registered petroleum engineer indicating net probable recoverable oil reserves of approximately 17 Mbbls. Deepening of the existing Nunnelly #1 wellbore is the Company’s first planned option. As of June 30, 2011, $47,162 was capitalized, relating to surface preparation work at the site.

Stateline

On January 25, 2011, the Company entered into a Farmout Agreement ("Agreement") with a private oil and gas exploration company, for the right to earn acreage by drilling up to four wells in an infill development project ("Stateline") in the existing Sawyer Field, in Lea County, New Mexico. The Agreement calls for drilling between one and four wells to earn a 77% net revenue interests in 40 acres for each well drilled, subject to a reservation by the assigning party of a 10% working interest in each well drilled.  As of June 30, 2011, the Company has invested $60,000 related to the spud fee. The Company’s capital expense for the first well is expected to be around $635,000.

Salt Water Disposal Facility

On April 27, 2011, Imperial Oil entered into a Purchase and Sale Agreement to purchase approximately 41 acres of land, a related salt water disposal facility (”SWDF”) consisting of surface equipment, and a wellbore and associated permits, located in Wise County, Texas.  The total purchase price of $500,000 was made through a $50,000 signing payment, plus the execution of a Convertible Promissory Note (the “Note”) totaling $450,000. The Note is secured over the SWDF assets. In addition, the Company has received $200,000 in partial proceeds from another note totaling $1,200,000 for operating expenses and repairs of the well facility. As of June 30, 2011, $497,619 was capitalized related to acquisition of the facility.

 

21

---

 

The SWDF is located in the heart of the Barnett Shale, the largest gas play by number of wells, in Texas. The SWDF is conveniently located for the disposal of large volumes of salt water generated from essential fracture (“frac”) stimulation operations on Barnett Shale gas wells, some of which have been frac’ed up to four times. There are approximately 6,000 wells within 20 miles of the Facility.

The Company plans to deepen the well to a depth currently approved by the Texas Railroad Commission, conduct initial marketing operations and to reopen the Facility to dispose of up to 15,000 barrels of salt water a day. Disposal rates in the area range from approximately $0.40 to $0.60 per barrel of water, even at less attractive, generally more distant facilities. In addition to disposal revenues the Company expects to benefit from materially additional revenues generated by the Facility from the recovery and re-sale of oil contained in frac water. Facility operating costs are expected at around $30,000 per month, resulting in an estimated operating break-even point of approximately 2,225 barrels of water per day, even assuming low end $0.45 per barrel disposal rates and excluding any recovered oil revenues.

Comparison of Fiscal three months ended June 30, 2011 and 2010:

		2011				2010				Increase (decrease)
Oil and gas revenue		$	27,482			$	21,189			$	6,293
Operatin g  Expenses:
Lease operating costs			4,631				4,670				(39	)
Hydro repairs and operations			11,079				-				11,079
Depreciation			2,381				-				2,381
Depletion			6,100				1,288				4,812
Accounting and audit			43,199				3,725				39,474
Director’s fees			18,000				-				18,000
Professional Fees			8,994				-				8,994
Travel and Entertainment			3,657				-				3,657
Other Administrative Expenses			7,467				4,053				3,414
Total Operating Expenses			105,507				13,736				91,771
Interest expense			(184,209	)			(11,250	)			172,959
Gain on derivative liability			123,430				-				123,430
NET LOSS		$	(138,804	)		$	(3,797	)		$	135,007

The Cochran #1 well produced and sold approximately 5 Mmcfe, net during the three months ended June 30, 2011, and 4.63 Mmcfe net to Imperial for the three months ended June 30, 2010. All revenues and lease operating expenses are from the Cochran Well.

Depreciation expense totaling $2,381 was incurred for the salt water disposal facility for the three months ended June 30, 2011 compared to none in 2010. In addition, $11,079 was incurred for repairs and maintenance on the facility in 2011.

Accounting fees, professional fees and directors fees all increased from 2010 primarily as a result of increased investments in oil and gas and related properties. In addition, the Company was in the Development Stage for the three months ended June 30, 2010.

Interest expense increased to $184,209 for the three month period ended June 30, 2011 from $11,250 for the same period ended June 30, 2010. The increase is a result of increased borrowing related to the salt water disposal facility including discount amortization in the amount of $8,450.

Liquidity and Capital Resources

 

We reported total current assets of $331,250 as of June 30, 2011, consisting of $303,768 in cash and $27,482 of accounts receivable. Current liabilities of $160,132 related to vendor payables and current portion of long term notes. Stockholders’ equity is $494,010 at June 30, 2011.

 

22

---

 

For the three months ended June 30, 2011and 2010, we used $83,755 and $4,400, respectively, in cash for operating activities. For the same periods we used $170,088 and $900,000, respectively in cash for oil and gas and salt water disposal property in 2011. We received $200,000 in proceeds from a promissory note for the three months ended June 30, 2011, compared to $900,000 received in 2010.  The $900,000 note was subsequently converted to common stock in December 2010.

 

On June 17, 2011, the Green Tide Water Disposal, Ltd., a wholly owned subsidiary of the Imperial Oil (“Green Tide”), signed a Convertible Promissory Note in the amount of $1,200,000.00 payable to Quarry Bay Capital, LLC for Green Tide to rework and operate the SWDF.  As of June 30, 2011, the company had received $200,000 in proceeds on the note. The lender may convert at its option, the unpaid balance of the note into limited partner interests in Green Tide of up to 50% of the equity.

On July 8, 2011 Imperial Resources, Inc., pursuant to the Securities Purchase Agreement with an accredited investor dated December 31, 2010, entered into a second Securities Purchase Agreement with this accredited investor, it subscribing $150,000 for 532,461 shares of common stock at a 10% discount to the Volume Weighted Average closing Price for the ten business days prior to the Agreement, this being a price of $0.2817 per share, as mutually agreed between the Company and the accredited investor.

 

During the three months ended June 30, 2011, we have incurred expenses related to the acquisition of additional leases and acreage for development. We funded our operations from equity and debt financing and from our oil and gas revenues. We plan to continue to seek financings, and we believe that this will provide sufficient working capital to fund our operations for at least the next twelve months. This and other exploration activities, increased expenses, additional acquisitions, or other events, may require us to raise a significant amount of capital through equity or debt financings. There can be no assurance that we will be successful in raising additional funds and, if unsuccessful, our plans for expanding operations and business activities may have to be curtailed. Any attempt to raise funds, through debt or equity financing, would likely result in dilution to existing stockholders.

We continue to operate with very limited administrative support, and our current officers and directors continue to be responsible for many duties to preserve our working capital.

Critical Accounting Policies

Use of Estimates in the Preparation of Consolidated Financial Statements

Preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The oil and natural gas reserve estimates, and the related future net cash flows derived from those reserves, are used in the determination of depletion expense and the full cost ceiling test and are inherently imprecise. Actual results could differ from those estimates.

Property and Equipment:

Oil and natural gas properties:

The Company follows the successful efforts method of accounting and will capitalize successful wells and related leasehold costs. Acquisition costs for proved and unproved properties are capitalized when incurred. Exploration costs, including geological and geophysical costs, the costs of carrying and retaining unproved properties and exploratory dry hole costs are expensed. Development costs, including costs to drill and equip development wells and successful exploratory drilling costs to locate proved reserves are capitalized.

These costs are amortized using the unit of production method.   Dry hole and related leasehold costs are expensed. 

 

Impairment of Long-Lived Assets:

The Company reviews and evaluates long-term assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  The assets are subject to impairment consideration under ASC 60-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable.   When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35 Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Term Assets.

 

23

---

 

 

Fair value of financial instruments

The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. None of these instruments are held for trading purposes. The carrying amounts and fair values for Convertible debt is presented in the following Notes.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

Not applicable.

ITEM 4T.                              CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the quarterly period covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective.

 

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

 

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2011, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this assessment, management has determined that our internal control over financial reporting was not effective for the reason described herein.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives, and (2) lack of technical expertise to account for complex financial instruments. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of June 30, 2011.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparations and presentations. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This quarterly report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide on management’s report on this quarterly report.

 

24

---

 

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2011 we have implemented additional controls and procedures designed to ensure that the disclosure provided by us meets the then current requirements of the applicable filing made under the Exchange Act. To address our inadequate segregation of duties and lack of sufficient accounting technical expertise, we have retained an outside consultant to act as our Chief Financial Officer, and we retained additional accounting technical expertise. Other than these there have been no changes in our internal control over financial reporting during the period that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

ITEM 1A

RISK FACTORS

None.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

RESERVED

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

 

25

---

 

ITEM 6.

EXHIBITS

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

Exhibit Number	Name
3.1(1)	Certificate of Incorporation
3.2(1)	Articles of Incorporation
3.3(1)	By-laws
3.4(8)	Certificate of filing of Green Tide Water Disposal Ltd., dated June 15, 2011
10.1(7)	Cochran #1 Well and Greater Garwood Prospect Reservoir Evaluation, dated December 22, 2009.
10.2(2)	Carry Agreement, dated October 27, 2009, between Baytor Energy LLC and Coach Capital, LLC
10.3(3)	Net Profits Agreement, dated January 19, 2010, between Mara Energy, LLC and Imperial Oil and Gas, Inc.
10.4(4)	Supply of Services Agreement, dated April 1, 2010, between Sydney Oil & Gass, LLC, Robert R. Durbin and Imperial Oil and Gas, Inc.
10.5(4)	Consulting Services Agreement, dated April 1, 2010, between Mara Energy, LLC and Imperial Oil and Gas, Inc.
10.6(8)	Nunnelly Farmout Agreement
10.7(6)	Note Conversion Agreement dated as of December 10, 2010, made by and among Imperial Oil and Gas, Inc.,, and Coach Capital, LLC
10.8(6)	Securities Purchase Agreement dated December 31, 2010, pursuant to a private offering of $500,000 worth of common stock
10.9(8)	Stateline Letter of Agreement dated January 20, 2011
10.10(8)	Convertible Promissory Note from Quarry Bay Capital, LLC, dated June 17, 2011
10.11(5)	Husky Letter Agreement dated July 10, 2011
31.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C., Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C., Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.INS	XBRL Instance Document
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
101.SCH	XBRL Taxonomy Extension Schema

(1)	Incorporated by reference from our Registration Statement on Form S-1 filed on July 7, 2008.
(2)	Incorporated by reference to exhibits previously filed on our Current Report on Form 8-K filed on January 22, 2010.
(3)	Incorporated by reference to exhibits previously filed on our Current Report on Form 8-K filed on February 1, 2010.
(4)	Incorporated by reference to exhibits previously filed on our Current Report on Form 8-K filed on April 6, 2010.
(5)	Incorporated by reference to exhibits previously filed on our Current Report on Form 8-K filed on July 16, 2010.
(6)	Incorporated by reference to exhibits previously filed on our Quarterly Report on Form 10Q filed on February 18, 2011.
(7)	Incorporated by reference to exhibits previously filed on our Annual Report on Form 10K filed on July 9, 2010
(8)	Incorporated by reference to exhibits previously filed on our Annual Report on Form 10K filed on July 14, 2011

 

 

26

---

 

SIGNATURES

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

	IMPERIAL RESOURCES, INC.
Date: February 28, 2013	By:	/s/  Rob Durbin
		Rob Durbin President, Chief Executive Officer and Director (Principal Executive Officer)
Date: February 28, 2013	By:	/s/ Bob Bintliff
		Bob Bintliff Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

27

---