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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Imperial Resources Inc (CE) | USOTC:IPRC | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0003 | 0.00 | 01:00:00 |
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
|
Nevada
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83-0512922
|
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
106 E. 6th ST. Suite 900, Austin, TX 78701
|
(Address of principal executive offices)
|
(512) 332-5740
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(Registrant’s telephone number)
|
(Former name, former address and former fiscal year, if changed since last report)
|
¨
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
Non-accelerated filer
(Do not check if smaller
reporting company)
|
x
|
Smaller Reporting company
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INDEX
|
||||
Page No.(s)
|
||||
PART I - FINANCIAL INFORMATION
|
||||
Item 1.
|
Financial Statements
|
3
|
||
Consolidated Balance Sheets as of September 30, 2012 (unaudited) and March 31, 2012
|
4
|
|||
Consolidated Statements of Operations for the three and six months ended September 30, 2012 and 2011 (unaudited)
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5
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|||
Consolidated Statements of Cash Flows for the three and six months ended September 30, 2012 and 2011 (unaudited)
|
6
|
|||
Notes to Consolidated Financial Statements
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7 to 14
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|||
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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15
|
||
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
|
20
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||
Item 4.
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Controls and Procedures
|
20
|
||
PART II - OTHER INFORMATION
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||||
Item 1.
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Legal Proceedings
|
21
|
||
Item 1A.
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Risk Factors
|
21
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||
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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21
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||
Item 3.
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Defaults Upon Senior Securities
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21
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||
Item 4.
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Mine Safety Disclosures
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21
|
||
Item 5.
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Other Information
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21
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||
Item 6.
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Exhibits
|
22
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||
SIGNATURES
|
22
|
Common stock: 500,000,000 shares authorized, at $0.001 par value; 43,469,714 shares issued and outstanding at September 30, 2012; 42,894,561 shares issued and outstanding at March 31, 2012
|
43,470
|
42,894
|
||||||
Capital in excess of par value
|
2,032,749
|
1,913,327
|
||||||
Accumulated Deficit
|
(1,977,757
|
)
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(1,793,411
|
)
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||||
Total Stockholders’ Equity
|
98,462
|
162,810
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
2,214,104
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$
|
2,234,549
|
||||
Three months ended | Three months ended | Six months ended | Six months ended | |||||||||||||
September 30, 2012 | September 30, 2011 | September 30, 2012 | September 30, 2011 | |||||||||||||
Operating Revenue:
|
||||||||||||||||
Natural Gas and condensate
|
$ | 10,587 | $ | 20,449 | $ | 23,567 | $ | 47,931 | ||||||||
Operating Expenses
:
|
||||||||||||||||
Lease operating costs
|
4,441 | 2,885 | 8,627 | 7,516 | ||||||||||||
Depletion
|
7,627 | 37,976 | 15,254 | 11,235 | ||||||||||||
Depreciation
|
54,068 | 5,136 | 108,136 | 40,357 | ||||||||||||
Accounting and audit
|
40,772 | 52,376 | 71,040 | 97,648 | ||||||||||||
Director’s Fees
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27,000 | 27,000 | 54,000 | 45,000 | ||||||||||||
Other administrative expenses
|
9,723 | 7,198 | 25,869 | 36,321 | ||||||||||||
Total Operating Expenses
|
143,631 | 132,571 | 287,976 | 238,077 | ||||||||||||
Loss from operations
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(133,044 | ) | (112,122 | ) | (264,409 | ) | (190,146 | ) | ||||||||
Other Income and (Expenses):
|
||||||||||||||||
Interest expense
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(102,732 | ) | (76,532 | ) | (198,156 | ) | (263,822 | ) | ||||||||
Gain on derivative liability
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103,715 | 10,089 | 278,222 | 133,519 | ||||||||||||
Total Other Income (Expenses)
|
983 | (66,443 | ) | 80,066 | (130,303 | ) | ||||||||||
Net Loss before extraordinary item
|
(132,061 | ) | (178,565 | ) | (184,343 | ) | (178,565 | ) | ||||||||
Extraordinary loss due to fire
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- | (157,562 | ) | - | (157,562 | ) | ||||||||||
NET LOSS
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$ | (132,061 | ) | $ | (336,127 | ) | $ | (184,343 | ) | $ | (320,449 | ) | ||||
NET LOSS PER COMMON SHARE
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||||||||||||||||
Basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
WEIGHTED AVERAGE OUTSTANDING SHARES
|
||||||||||||||||
Basic and diluted
|
43,305,534 | 42,854,048 | 43,131,017 | 42,609,418 | ||||||||||||
Six Months Ended | Six Months Ended | |||||||
September 30, 2012 | September 30, 2011 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
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$
|
(184,344
|
)
|
$
|
(478,011
|
)
|
||
Add back Extraordinary Loss
|
157,562
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|||||||
Net loss before extraordinaty loss
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(184,344
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)
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(320,449
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)
|
||||
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||||||||
Depletion expense
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15,254
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11,235
|
||||||
Depreciation expense
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108,136
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40,357
|
||||||
Discount amortization
|
49,831
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12,061
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||||||
Change in fair value of derivative liability
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(278,222
|
)
|
33751
|
|||||
Gain on note payable conversion to common stock
|
-
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(133,519
|
)
|
|||||
Changes in accounts receivable
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16,583
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4,975
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||||||
Changes in accounts payable
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133,595
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329,262
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||||||
Net Cash Used in Operations
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(139,167
|
)
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(22,327
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
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||||||||
Purchase of salt water facility
|
-
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(50,000
|
)
|
|||||
Purchase of salt water equipment and deepening well
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(157,220
|
)
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(1,365,956
|
)
|
||||
Investments in oil and gas properties
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(28,025
|
)
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(237,664
|
)
|
||||
Net Cash Used by Investing Activities
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(185,245
|
)
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(1,653,620
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
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||||||||
Loans from related parties
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150,000
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|||||||
Proceeds from Notes payable for salt water facility
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185,000
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1,373,510
|
||||||
Repayment of notes payable
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(46,304
|
)
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(29,340
|
)
|
||||
Proceeds from issuance of common stock
|
120,000
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|||||||
Net Cash Provided by Financing Activities
|
258,696
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1,494,170
|
||||||
Net Increase (Decrease) in Cash
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(65,716
|
)
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(181,777
|
)
|
||||
Cash at Beginning of Period
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92,464
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364,891
|
||||||
CASH AT END OF PERIOD
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$
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26,748
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$
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183,114
|
||||
Supplemental disclosures:
|
||||||||
Cash paid for interest
|
$
|
13,015
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$
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6,530
|
Purchase of salt water disposal facility through issuance of note payable
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$
|
-
|
$
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450,000
|
||||
1.
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ORGANIZATION AND BASIS OF PRESENTATION
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2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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(a)
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Basis of Consolidation
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(b)
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Nature of Operations
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2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONT'D
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(c)
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Concentrations
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(d)
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Investments in Oil and Gas Properties
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2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONT'D
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Disposal wells
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10 years
|
Machinery and equipment
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7 years
|
(e)
|
Impairment of Long-Lived Assets:
|
(f)
|
Income Taxes
|
(g)
|
Basic and Diluted Net Loss Per Share
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONT'D
|
h)
|
Use of Estimates in the Preparation of Consolidated Financial Statements
|
(i)
|
Fair value of financial instruments
|
(j
)
|
Derivative Instruments
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(k)
|
Cash Equivalents
|
(l)
|
Revenue Recognition
|
3.
|
OIL AND GAS PROPERTIES
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3.
|
OIL AND GAS PROPERTIES - CONT'D
|
March 31, 2012
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Additions
|
Depletion and other reductions (1)
|
September 30, 2012
|
|||||||||||||
Producing Wells
|
$
|
323,826
|
$
|
28,024
|
$
|
-4,040
|
$
|
347,810
|
||||||||
Accumulated depletion
|
(96,912
|
)
|
-
|
(15,252
|
)
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(112,164
|
)
|
|||||||||
Net producing wells
|
226,914
|
28,024
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(19,292
|
)
|
235,646
|
|||||||||||
Undeveloped wells
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73,166
|
-
|
-
|
73,166
|
||||||||||||
Total oil and gas
|
$
|
300,080
|
$
|
28,024
|
$
|
(19,292
|
)
|
$
|
308,812
|
|||||||
4.
|
SALT WATER DISPOSAL FACILITY
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4.
|
SALT WATER DISPOSAL FACILITY - CONT'D
|
September 30, 2012
|
||||
Purchase of salt water facility
|
$
|
500,000
|
||
Additions to well
|
1,619,082
|
|||
Total
|
2,119,082
|
|||
Accumulated depreciation
|
(240,538
|
)
|
||
Total property and equipment related to salt water facility
|
$
|
1,878,544
|
||
5.
|
NOTES PAYABLE
|
5.
|
NOTES PAYABLE - CONT'D
|
Description
|
Amount
|
|||
Convertible note payable
|
$ | 430,254 | ||
Other convertible borrowings
|
1,335,000 | |||
Total borrowings
|
1,765,254 | |||
Less Current Portion
|
(99,855 | ) | ||
Less debt discount
|
(317,098 | ) | ||
Long term notes payable as of September 30, 2012
|
$ | 1,348,301 |
6.
|
CAPITAL STOCK
|
6.
|
CAPITAL STOCK - CONT'D
|
7.
|
INCOME TAXES
|
8
.
|
SIGNIFICANT TRANSACTIONS WITH RELATED PARTY
|
9.
|
GOING CONCERN
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
●
|
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.
|
September 30, 2012
|
||||
Purchase of salt water facility
|
$
|
500,000
|
||
Additions to well
|
1,619,082
|
|||
Total
|
2,119,082
|
|||
Accumulated depreciation
|
(240,538
|
)
|
||
Total property and equipment related to salt water facility
|
$
|
1,878,544
|
||
Six Months ended
|
Six Months ended
|
Amount of Increase
|
||||||||||
September 30, 2012
|
September 30, 2011
|
(Decrease)
|
||||||||||
Operating Revenue:
|
||||||||||||
Natural Gas and condensate
|
$ | 23,567 | $ | 47,931 | $ | (24,364 | ) | |||||
Operating Expenses
:
|
||||||||||||
Lease operating costs
|
8,627 | 7,516 | 1,111 | |||||||||
Depletion
|
15,254 | 11,235 | 4,019 | |||||||||
Depreciation
|
108,136 | 40,357 | 67,779 | |||||||||
Accounting and audit
|
71,040 | 97,648 | (26,608 | ) | ||||||||
Director’s Fees
|
54,000 | 45,000 | 9,000 | |||||||||
Professional fees
|
- | |||||||||||
Travel and entertainment
|
- | |||||||||||
Other administrative expenses
|
25,869 | 36,321 | (10,452 | ) | ||||||||
Total Operating Expenses
|
287,976 | 238,077 | 49,899 | |||||||||
Loss from operations
|
(264,409 | ) | (190,146 | ) | (74,263 | ) | ||||||
Other Income and (Expenses):
|
||||||||||||
Interest expense
|
(198,156 | ) | (263,822 | ) | 65,666 | |||||||
Gain on derivative liability
|
278,222 | 133,519 | 144,703 | |||||||||
Total Other Income (Expenses)
|
80,066 | (130,303 | ) | 210,369 | ||||||||
Net Loss before extraordinary item
|
(184,343 | ) | (178,565 | ) | (5,778 | ) | ||||||
Extraordinary loss due to fire
|
- | (157,562 | ) | 157,562 | ||||||||
NET LOSS
|
$ | (184,343 | ) | $ | (320,449 | ) | $ | 136,106 |
Use of Estimates in the Preparation of Consolidated Financial Statements
|
Property and Equipment:
|
Fair value of financial instruments
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
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
|
*
|
31.1
|
Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
31.2
|
Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
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
|
Filed herewith
|
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
|
Filed herewith
|
IMPERIAL RESOURCES, INC.
|
||
Date: November 19, 2012
|
By:
|
/s/
Rob Durbin
|
Rob Durbin
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
||
Date: November 19, 2012
|
By:
|
/s/ Robert Bintliff
|
Robert Bintliff
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
1 Year Imperial Resources (CE) Chart |
1 Month Imperial Resources (CE) Chart |
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