SECURITIES EXCHANGE COMMISSION

Washington D.C. 20549

(Mark One)

FORM 10-Q/A

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

For the Quarterly Period Ended January 31, 2006

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

For the transition period from                      to                     

Commission file number 0-9923

IMPERIAL PETROLEUM, INC.

(Exact name of registrant as specified in its charter)

Nevada	95-3386019
(State or other jurisdiction of incorporation or organization)	(IRS Employer identification No.)
329 Main Street, Suite 801 Evansville, Indiana	47708
	(Zip Code)

Registrant’s telephone number, including area code (812) 867-1433

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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨                Accelerated filer  ¨                Non-accelerated filer  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

On January 31, 2006, there were 43,464,505 shares of the Registrant’s common stock issued and outstanding.

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IMPERIAL PETROLEUM, INC.

Index to Form 10-Q for the Quarterly Period Ended January 31, 2006

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

	Page
Consolidated Balance Sheets as of July 31, 2005 and January 31, 2006	5
Consolidated Statements of Operations for the three months and six months ended January 31, 2006 and 2005.	6
Consolidated Statements of Cash Flows for the six months ended January 31, 2006 and 2005	7
Notes to Consolidated Financial Statements	8
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 3.    Quantitative and Qualitative Disclosures About Market Risk.	20
Item 4.    Controls and Procedures.	20

PART II - OTHER INFORMATION

The information called for by Item 1. Legal Proceedings, Item 2. 18 Changes in Securities, Item 3. Default Upon Senior Securities, Item 4. Submission of Matters to a Vote of Security Holders, Item 5. Other Information and Item 6. Exhibits and Reports on Form 8- K have been omitted as either inapplicable or because the answer thereto is negative, except as discussed.

SIGNATURES 22

2

Cautionary Statement Regarding Forward Looking Statements

In the interest of providing the Company’s stockholders and potential investors with certain information regarding the Company’s future plans and operations, certain statements set forth in this Form 10-K relate to management’s future plans and objectives. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Although any forward looking statements contained in this Form 10-Q or otherwise expressed on behalf of the Company are, to the knowledge and in the judgment of the officers and directors of the Company, expected to prove to come true and to come to pass, management is not able to predict the future with absolute certainty. Forward looking statements involve known and unknown risks and uncertainties which may cause the Company’s actual performance and financial results in future periods to differ materially from any projection, estimate or forecasted result. These risks and uncertainties include, among other things, volatility of commodity prices, changes in interest rates and capital market conditions, competition, risks inherent in the Company’s operations, the inexact nature of interpretation of seismic and other geological, geophysical, petro-physical and geo-chemical data, the imprecise nature of estimating reserves, events that deprive the Company of the services of its Chairman of the Board, Chief Executive Officer and largest shareholder, and such other risks and uncertainties as described from time to time in the Company’s periodic reports and filings with the Securities and Exchange Commission. Accordingly stockholders and potential investors are cautioned that certain events or circumstances could cause actual results to differ materially from those projected, estimated or predicted. The Company does not intend to update forward-looking statements. You should refer to and carefully review the information in future documents we file with the Securities and Exchange Commission.

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Part I

Financial Information

4

IMPERIAL PETROLEUM, INC.

CONSOLIDATED BALANCE SHEET

UNAUDITED

	31-Jan-06			31-Jul-05
ASSETS
Current Assets
Cash and Cash Equivalents	$	176,435		$	52,230
Accounts Receivable		399,251			762,044
Other current assets		0			0
Total current assets		575,686			814,274
Property, Plant and Equipment
Mining Claims, options & development costs		41,760			41,760
Oil and gas properties (full cost method)		17,826,205			16,768,101
Acquisition in Progress		0			0
		17,867,965			16,809,861
Less: Accumulated DD&A		(1,812,878	)		(1,389,010	)
Net property, plant and equipment		16,055,087			15,420,851
Other Assets:
Deposits		0			0
Investments		39,063			36,506
Deferred financing expenses-net		504,424			810,648
Total other assets		543,488			847,154
TOTAL ASSETS	$	17,174,261		$	17,082,279
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities
Accounts payable	$	1,365,464		$	1,448,630
Accrued expenses		414,170			440,439
Notes payable-current portion		85,695			356,350
Note payable-related parties		605,082			606,083
Deposits from customers		0			100,562
Other current liabilities		500,000			0
Long Term Debt due One Year		17,316,457			0
Total current liabilities		20,286,838			2,952,064
Asset Retirement Obligation		240,009			238,166
Long Term Liabilities
Notes Payable		0			650,000
Line of Credit		0			15,440,811
Deferred Income Taxes		0			0
Total non-current liabilities		0			16,090,811
Stockholder’s Equity
Common stock		260,787			260,787
Additional paid-in capital		9,993,739			9,786,806
Retained earnings		(12,906,564	)		(11,539,051	)
Treasury stock		(707,304	)		(707,304	)
Total stockholder’s equity		(3,352,586	)		(2,198,762	)
Total Liabilities and Stockholder’s Equity	$	17,174,261		$	17,082,279

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IMPERIAL PETROLEUM, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

UNAUDITED

	Three Months Ending						Six Months Ending
	01/31/06			01/31/05			01/31/06			01/31/05
Revenue and other income:
Oil and gas revenue	$	979,980		$	615,410		$	2,025,168		$	1,439,360
Total operating income	$	979,980		$	615,410		$	2,025,168		$	1,439,360
Costs and Expenses:
Production costs and taxes	$	337,806			330,349			601,052			737,948
Mining operating expense		0			0			1,923			0
Impairment loss		0			0			0			0
General and administrative		157,079			104,512			293,744			222,028
Merger expenses		0			0			0			0
Depreciation, depletion and amort.		211,934			78,003			423,861			195,904
Total costs and expenses		706,819			512,864			1,320,580			1,155,880
Income from operations		273,161			102,546			704,588			283,480
Other Income/(expense)
Interest expense		(605,575	)		(551,506	)		(1,215,870	)		(1,035,167	)
Interest income		0			0			0			2,730
Amortization of loan fees		(153,112	)		(138,389	)		(306,231	)		(241,777	)
Management fees		0			0			0			0
Other income (expense)		(550,000	)		0			(550,000	)		0
Gain/(loss) on sale of assets		0			0			0			0
Total other income/expense		(1,308,687	)		(689,895	)		(2,072,101	)		(1,274,214	)
Net (Loss) Before Income Taxes		(1,035,526	)		(587,349	)		(1,367,513	)		(990,734	)
Provision for Income Taxes
Current		0			0			0			0
Deferred		0			0			0			0
Total benefit from income taxes		0			0			0			0
Net (Loss)	$	(1,035,526	)	$	(587,349	)	$	(1,367,513	)		(990,734	)
(Loss) per share		(0.024	)		(0.014	)		(0.031	)		(0.024	)
Weighted average shares outstanding		43,464,505			41,873,103			43,464,505			41,873,103

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IMPERIAL PETROLEUM, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

UNAUDITED

	Six Months Ending
	01/31/06		01/31/05
Operating activities:
Net loss	(1,367,513	)	(990,734	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	423,861		437,681
Expenses paid with common stock	0		0
Loss (gain) on sale and disposal of assets	0		0
Write-offs and impairments	0		0
Change in accounts receivable	362,793		(211,397	)
Change in accrued interest receivable	0		0
Change in other assets	0		0
Change in accounts payable	(83,166	)	387,852
Change in accrued expenses	(26,262	)	(231,624	)
Change in deposits from customers	(100,562	)	—
Net cash provided by (used in) Operating activities	(790,849	)	(608,222	)
Investing activities:
Oil and gas properties	(1,058,104	)	(836,374	)
Proceeds from notes receivable- Related party	0		0
Proceeds from notes receivable- Other	0		0
Proceeds from certificates of deposit	0		0
Proceeds of sale of assets	0		0
Net cash provided by (used in) Investing activities	(1,058,104	)	(836,374	)
Financing activities:
Proceeds from Line of Credit	1,722,421		1,304,641
Payments on notes payable	(271,656	)	(102,300	)
Proceeds from notes payable-Related party	4,000		40,533
Payments on notes payable-Related party	0		0
Payments of deferred financing costs	306,224		0
Proceeds from issuance of stock	212,169		240,000
Net cash provided by (used in) Financing activities	1,973,158		1,482,874
Net change in cash and cash Equivalents	124,205		38,278

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IMPERIAL PETROLEUM, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

UNAUDITED

	Six Months Ending
	01/31/06	01/31/05
Cash and cash equivalents, beginning of period	52,230	0
Cash and cash equivalents, end of period	176,435	38,273
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	4,063	9,928
Income taxes	0	0

Supplemental schedule of non-cash investing and Financing activities:

Stock issued for fixed assets	0	0
Stock issued for services	0	0
Stock issued for investment	0	0
Impairments and write-offs	0	0
Stock issued to extinguish debt	216,637	0
Stock issued to extinguish accrued expenses	0	0
Total	216,637	0

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PART I - FINANCIAL INFORMATION

IMPERIAL PETROLEUM, INC.

Notes to Consolidated Financial Statements Unaudited January 31, 2006

(1) General

The accompanying interim condensed consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented have been included. Operating results for the periods presented are not necessarily indicative of the results which may be expected for the year ending July 31, 2006. These condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended July 31, 2005.

Unless the context requires otherwise, all references herein to the Company include Imperial Petroleum, Inc., and its consolidated subsidiaries. Ridgepointe Mining Company, a Delaware corporation (“Ridgepointe”), I.B. Energy, Inc., an Oklahoma corporation (“I.B. Energy”), Premier Operating Company, a Texas corporation (“Premier”), LaTex Resources International, a Delaware corporation (“LRI”), Phoenix Metals, Inc., a Texas corporation (“Phoenix”) , and Powder River Basin Gas Corp (“Powder River”), a Colorado corporation. Premier and IB Energy, Inc. were sold effective July 31, 1996. LRI and Phoenix were acquired effective April 30, 1997. The operations of LRI ceased in 1997 with the expiration of its remaining foreign activities. Phoenix has conducted limited activities since 1997 as Imperial Environmental Company, although it has not officially changed its name. Eighty- percent control of SilaQuartz was acquired effective November 23, 1998 as an investment. The Company acquired 90% control of Oil City Petroleum, Inc. (“Oil City”), an Oklahoma corporation effective August 31, 1998 as an investment and sold its interest effective November 28, 2000. The Company owned approximately 36% of the common stock of Warrior Resources, Inc., (“Warrior”) an Oklahoma corporation, until November 2004 and now owns about 8.3% and carries its ownership under the equity method.

The January 31, 2006 and 2005 financial statements include the accounts of the Company and its wholly owned subsidiaries, Ridgepointe Mining Company, Premier Operating Company, I. B. Energy, Inc., LaTex Resources International, Inc., and Imperial Environmental Company (formerly Phoenix Metals, Inc.) and its proportionate share of the assets, liabilities, revenues and expenses of Powder River Basin Gas Corporation (PRBGC), for which the company was the majority owner for the year ended July 31, 2003. The Company sold its controlling interest in PRBGC during fiscal 2004. All significant inter-company accounts and transactions have been eliminated in consolidation.

The Company

Imperial Petroleum, Inc., a Nevada corporation (“the Company”), is a diversified energy, and mineral mining company headquartered in Evansville, Indiana. The Company has historically been engaged in the production and exploration of crude oil and natural gas in Oklahoma and Texas and had diversified its business

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activities to include mineral mining, with a particular emphasis on gold mining. The Company re-focused its efforts in the oil and natural gas business with the acquisitions of assets from Warrior Resources, Inc. and Hillside Oil & Gas LLC and is seeking to sell or develop through partnerships or joint ventures, its mining assets.

At January 31, 2006, the Company operated 134 oil and gas wells in Texas, New Mexico, Louisiana and Mississippi and owned an interest in an additional approximately 280 wells operated by others. Net daily production from the Company’s oil and gas properties averaged approximately 87 Bopd and 711 Mcfpd during the quarter ended January 31, 2006. The Company acquired an additional 24 wells in Kentucky and will become operators of each of these wells when its leasing and bonding process is complete. The Company’s estimated net proven oil and gas reserves as of July 31, 2005 were 799.1 MBO and 15,162 MMCFG. No proved reserves are included for the Kentucky properties. The Company is the operator of the Duke Gold Mine in Utah, although no significant operations occurred during the current quarter.

Historical Background

The Company was incorporated on January 16, 1981 and is the surviving member of a merger between itself, Imperial Petroleum, Inc., a Utah corporation incorporated on June 4, 1979 (“ Imperial-Utah”), and Calico Exploration Corp., a Utah corporation incorporated on September 27, 1979 (“Calico”). The Company was reorganized under a Reorganization Agreement and Plan and Article of Merger dated August 31, 1981 resulting in the Company being domiciled in Nevada. On August 11, 1982, Petro Minerals Technology, Inc. (“Petro”), a 94% - owned subsidiary of Commercial Technology Inc. (“Comtec”) acquired 58% of the Company’s common stock. Petro assigned to the Company its interests in two producing oil and gas properties in consideration for 5,000,000 shares of previously authorized but unissued shares of common stock of the Company and for a $500,000 line of credit to develop these properties. Petro has since undergone a corporate reorganization and is now known as Petro Imperial Corporation. On August 1,1988 in an assumption of assets and liabilities agreement, 58% of the Company’s common stock was acquired from Petro by Glauber Management Co., a 100% owned subsidiary of Glauber Valve Co., Inc. Change of Control. Pursuant to an Agreement to Exchange Stock and Plan of Reorganization dated August 27, 1993 (the “Stock Exchange Agreement”), as amended by that certain First Amendment to Agreement to Exchange Stock and Plan of Reorganization dated as of August 27, 1993, (the “First Amendment”), between Imperial Petroleum, Inc. (the “Company”), Glauber Management Company, a Texas corporation, (“Glauber Management”), Glauber Valve Co Inc., a Nebraska corporation, (“Glauber Valve”), Jeffrey T. Wilson (“Wilson”), James G. Borem (“Borem”) and those persons listed on Exhibit A attached to the Stock Exchange Agreement and First Amendment (the “Ridgepointe Stockholders”); the Ridgepointe Stockholders agreed to exchange (the “Ridgepointe Exchange Transaction”) a total of 12,560,730 shares of the common stock of Ridgepointe Mining Company, a Delaware corporation (“Ridgepointe”), representing 100% of the issued and outstanding common stock of Ridgepointe, for a total of 12,560,730 newly issued shares of the Company’s common stock, representing 59.59% of the Company’s resulting issued and outstanding common stock. Under the terms of the Stock Exchange Agreement, (i) Wilson exchanged 5,200,000 shares of Ridgepointe common stock for 5,200,000 shares of the Company’s common stock representing 24.67% of the Company’s issued and outstanding common stock, (ii) Borem exchanged 1,500,000 shares of Ridgepointe common stock for 1,500,000 shares of the Company’s common stock representing

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7.12% of the Company’s issued and outstanding common stock, and (iii) the remaining Ridgepointe Stockholders in the aggregate exchanged 5,860,730 shares of Ridgepointe common stock for 5,860,730 of the Company’s issued and outstanding common stock, representing, in the aggregate, 27.81% of the Company’s issued and outstanding common stock. The one for-one ratio of the number of shares of the Company’s common stock exchanged for each share of Ridgepointe common stock was determined through arms length negotiations between the Company, Wilson and Borem. The Ridgepointe Exchange Transaction was closed on August 27, 1993. As a result, Ridgepointe is now a wholly, owned subsidiary of the Company. At the time of acquisition, Ridgepointe was engaged in the development of a copper ore mining operation in Yavapai County, Arizona and, through its wholly owned subsidiary, I.B. Energy, Inc., an Oklahoma corporation (“I.B Energy”), in the exploration for and production of oil and gas in the Mid-continent and Gulf Coast regions of the United States.

In connection with the closing of the Ridgepointe Exchange Transaction, each member of the Board of Directors of the Company resigned and Wilson, Borem and Dewitt C. Shreve (“Shreve”) were elected Directors of the Company. In addition, each officer of the Company resigned and the Company’s new Board of Directors elected Wilson as Chairman of the Board, President and Chief Executive Officer, Borem as Vice President and Cynthia A. Helms as Secretary of the Company. Ms. Helms subsequently resigned and Kathryn H. Shepherd was elected Secretary. Mr. Borem, Mr. Shreve and Ms. Shepherd subsequently resigned and Mr. Malcolm W. Henley and Mrs. Stacey D. Smethers were elected to the Board. The Board of Directors further authorized the move of the Company’s principal executive offices from Dallas, Texas to its current offices in Evansville, Indiana. As a condition to closing the Ridgepointe Exchange Transaction, the Company received and canceled 7,232,500 shares of the Company’s common stock from the Company’s former partner, Glauber Management, and 100,000 shares of the common stock of Tech-Electro Technologies, Inc from an affiliate of Glauber Management and Glauber Valve. In addition, pursuant to the terms of the First Amendment, Glauber Management or Glauber Valve, or their affiliates, were to transfer to the Company 75,000 shares of common stock of Wexford Technology, Inc. (formerly Chelsea Street Financial Holding Corp.) no later than October 31, 1993, such transfer subsequently occurred.

On August 15, 2001, Mr. Malcolm W. Henley and Mrs. Stacey D. Smethers resigned their positions as directors of the Company to pursue other interests. Their vacancies have been filled with Mrs. Annalee C. Wilson and Mr. Aaron M. Wilson, both family members of the Company’s President and Chairman, until new directors are elected at the next shareholder’s meeting.

On October 31, 2001, Imperial and Rx Power, a California corporation signed a non-binding letter of intent wherein the two companies would form a Special Purpose Vehicle (“SPV”) for the purpose of obtaining financing for the installation of Rx Power’s proprietary electric generator units. Imperial was to contribute stock, cash or financing up to the amount of $2,000,000 in five phases for a 45% interest in the cash flow from the SPV and Rx Power was to contribute its existing contracts and future marketing efforts to the SPV for a 45% interest in the SPV. The project was to be managed by a third party, subject to certain limitations imposed by both companies. The parties signed a definitive agreement in February 2002 for the consummation of the transaction. The electricity generator units being developed by Rx Power offer cost savings to customers up to 25% from their present electricity source based upon the use of proprietary electronic components and technological advances in the generation of electricity using natural gas. The primary target market for these units, initially, is California. Rx Power is still completing the testing and development of its initial commercial unit. As a result no activity occurred in the SPV during this fiscal year. As a result of the continued inability of Rx Power to provide a suitable unit for demonstration, the Company does not expect the venture to proceed.

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The Company entered into and closed the acquisition of 29,484,572 shares of the common stock of Warrior Resources, Inc. (formerly Comanche Energy, Inc.), representing approximately 30.8% of the issued and outstanding shares of Warrior on February 13, 2002 in connection with an Exchange Agreement (See “Exchange Agreement” included herein) between the Company and the management of Warrior, Messers. Luther Henderson and John Bailey. In connection with the Exchange Agreement, the Company issued 2,266,457 shares of its restricted common stock to Mr. Henderson, representing 12.9 % of the issued and outstanding shares of Registrant in exchange for 22,664,572 shares of the common stock of Warrior and 682,000 shares of its restricted common stock to Mr. John Bailey, representing 3.9 % of the issued and outstanding shares of the Company in exchange for 6,820,000 shares of the common stock of Warrior. Mr. Bailey and Mr. Henderson resigned as officers and directors of Warrior and Mr. Jeffrey Wilson, president of the Company, was appointed president and sole director of Warrior. Simultaneously with the closing of the Exchange Agreement with Messrs. Henderson and Bailey and the change of control of Warrior, the Company entered into an Agreement and Plan of Merger, subject to certain conditions, to offer to acquire the remaining issued and outstanding capital stock of Warrior through a subsequent offering to be registered with the Securities & Exchange Commission. The terms of the proposed exchange of shares with the remaining shareholders of Warrior was on the basis of one share of Imperial common stock in exchange for ten shares of Warrior common stock. Completion of the Agreement and Plan of Merger was subject to a number of conditions, including the completion of audited financials for Warrior, approval of the Warrior stockholders, the filing and effectiveness of a registration statement by Registrant for the shares to be offered, the satisfactory completion of due diligence and other customary closing conditions. Due to breaches of the agreements by the former management of Warrior, the Company terminated the proposed merger in August 2002. As a result of the termination of the merger agreement, the Company had the right to receive $200,000 or an equivalent value in shares of Warrior valued at $0.02 per share.

On July 15, 2003, the Company and Warrior signed an Agreement wherein the Company would acquire the assets and certain liabilities of Warrior and its subsidiaries in exchange for payment or assumption of the Warrior senior bank debt in the approximate amount of $3.65 million; (2) extinguishment of the note payable from Warrior to the Company in the amount of $1.7 million; (3) assumption of certain trade vendor liabilities in the approximate amount of $0.58 million and the issuance to Warrior of 2 million shares of the Company’s common stock. Closing of the transaction was subject to, among other things, approval of Warrior’s shareholders, which was received on August 29,2003. The Company closed the Warrior asset acquisition in January 2004. (See Form 8-K filed January 29, 2004).

In April 2003, the Company agreed to acquire certain oil and natural gas interests owned by Renovared Resources, Inc. (“Renovared”) located in Kentucky for $30,000. The properties comprise interests in approximately 44 wells and a pipeline and gathering system located in the New Albany Shale Gas play. The Company completed the Renovared acquisition in December 2004. In May 2003, the Company acquired approximately 54% control of the stock of Powder River Basin Gas Corp in an Exchange Agreement with the former management and control shareholders of Powder River. (See Form 8-K dated May 2003). The Company issued a total of 2.65 million shares of its restricted common stock and a note payable in the amount of $200,000 in the transaction. As a result of the Exchange Transaction, Powder River became a consolidated subsidiary of the Company. Powder River owns some 7,000 net acres of leases in the Powder River Basin

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coalbed methane gas play in Wyoming. In October 2003 the Company entered into a letter of understanding and a subsequent stock sale agreement to sell 23,885,000 shares of the common stock of Powder River Basin Gas Corp of the 25,385,000 shares it presently owns. Under the terms of the sale, the Company received $175,000 in cash (less broker’s fees of 10%); a secured note in the amount of $47,884.47; and a 12.5% carried working interest in the development of the leases owned by Powder River. The purchaser is required to purchase the convertible notes of Powder River in the approximate amount of $315,000 and to commit a minimum of $750,000 to the development of the leases owned by Powder River. The Powder River sale was closed December 17, 2003. (See Form 8-K filed December 29, 2003 and amended Form 8-K filed February 23, 2004 with financial information).

On July 7, 2003 the Company agreed to acquire the assets of Hillside Oil & Gas LLC. The transaction was closed on January 16, 2004. Under the terms of the agreement and amendments thereto, the Company acquired the oil and gas properties of Hillside for (1) the payment of its senior debt of approximately $4.6 million; (2) the assumption of an equipment note payable of $0.3 million; (3) the payment of certain obligations of Hillside at closing of $168,000; (4) the assumption of approximately $348,000 in accounts payable of Hillside and (5) issuance of a note payable to Hillside in the amount of $324,000 and secured by 1 million shares of the Company’s common stock. Hillside operated some 113 wells in Texas, New Mexico and Louisiana and as a result of the transaction, operations were assumed by the Company. (See Form 8-K filed January 29, 2004).

In October 2003 the Company sold 2,000,000 shares of restricted common stock to RAB Special Situations LP for $200,000 and a common stock purchase warrant in the amount of 2,000,000 shares exercisable at $0.12 per share. Demand rights were granted in connection with the issuance. The term of the warrant was one year. The warrant was subsequently exercised in October 2004. The proceeds of the sale were used to fund the ongoing expense of the acquisition effort of the Company and for working capital purposes.

In October 2003 the Company retired the note payable of $200,000 which had resulted from the acquisition of Powder River Basin Gas Corp with the issuance of 2,000,000 shares of restricted common stock and a common stock purchase warrant in the amount of 2,000,000 shares at an exercise price of $0.14 per share. Demand rights were granted with the issuance. The term of the warrant was one year and expired without being exercised.

On January 16, 2004 the Company completed the above-mentioned acquisitions of the assets of Hillside and Warrior for a total consideration of approximately $12.6 million including broker and financing fees. As a result of the closing, the Company incurred long term debt in the amount of approximately $11.0 million, including approximately $0.25 million in working capital and $0.6 million in capital available for workovers. The total debt facility is an $18.0 million revolving loan and is based upon a periodic evaluation of the Company’s reserves by the lender. (See Form 8-K dated January 29, 2004.) (Refer to Capital Resources and Liquidity below for more details about the terms of the debt financing.)

The Company completed the acquisition of a 16% non-operated working interest in the Coquille Bay Field of south Louisiana in May 2004 from Royal-T oil Company for $800,000 which was funded out of additional borrowings from the Company’s revolving line of credit. The properties are located in Plaquemines Parish, Louisiana. The Company acquired the remaining interests owned by Royal-T and became the operator of the project during the quarter. The Company’s interest in the project increased to a 22% working interest. As a result of non-consent operations under the Joint Operating Agreement, the Company now controls some 40% of the project.

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The Company signed a definitive agreement to acquire a 50% working interest position in certain wells and leases owned by Arkana Operating Company located in the Arkoma Basin of Oklahoma and Arkansas for $917,000. After conducting its due diligence, the Company terminated the transaction due to title deficiencies.

The Company completed the purchase of the rights to 31 wells and associated leases in Guadalupe county, Texas for the development of proved behind pipe reserves of approximately 300,000 bbls. from Caltex Operating Company and Apache Energy in June 2004. The proposed formation is the Pecan Gap a t 1900 feet and has been logged and cored in most of the wells on the leases. The Company issued a total of 1.375 million shares of its restricted common stock in connection with the acquisition and closing fees. The Company has not completed any workovers on the wells to date and has not taken over operations of any of the wells.

On October 14, 2004 the Company signed a Merger Agreement with United Heritage Corporation wherein the Company would merge with and become a wholly-owned subsidiary of United Heritage on the basis of 1 share of UHCP common stock for each 3 shares of IPTM common stock. The Company and United Heritage extended the original time to complete the merger in order to complete the necessary SEC filings and Proxy Solicitations to consummate the merger. In August 2005, the Company terminated its involvement in the merger with United Heritage as a result of the potential sale of 70% of the Cato field by United Heritage to a third party group.

In November 2004, the Company completed the change of control of Warrior Resources, Inc. to Universal Wireline Equipment LLC, a company based in Tulsa, OK. The Company retained 5 million shares of its previously owned Warrior common stock in connection with the change of control and received 720,000 shares of Imperial common stock which was previously held by Warrior. With the change of control, the Company sold certain rights to its Duke Gold Mine and received an additional 5 million shares of Warrior common stock and retained a 5% net smelter royalty in any proceeds from mining and processing of the Duke Mine claims in the future. Subsequent to closing, Warrior advised the Company that it would be unable to fulfill the obligations relating to the Duke Mine acquisition and the Company received a re-assignment of the mining claims and retained the shares of Warrior stock as liquidated damages, effectively un-winding the transaction.

In January 2005, the Company acquired operations from Royal-T Oil Company, Inc. in the Coquille Bay field of Louisiana and agreed to acquire certain interests owned by Royal-T resulting in an additional 6.05 % working interest and 10.235 % net revenue interest. The Company issued 891,402 shares of its restricted common stock and agreed to utilize Mr. Red Reeves, the President of Royal-T as an operations consultant for the field for a period of 12 months at a cost of $6,000 per month. The transaction was closed in April, 2005.

In May 2005, the Company agreed to acquire an interest in the Bastian Bay S/L1652 #1 well for a commitment to perform a workover on the well to restore production. The Company controls 82% working interest in the well. No out-of-pocket consideration was paid for the rights to the well.

The Company signed a Forbearance Agreement and Amendment Number Three to Consolidate Amended and Restated Credit Agreement with its Senior Lender dated as of November 30, 2005. (reference is made to the Form 8-K dated December 5, 2005 as filed). In connection with that Agreement, the Company has engaged a

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Financial Advisor as of December 8, 2005 to assist the Company in the restructuring of its senior debt. A subsequent agreement signed by the Company and its Senior Lender in February 2006 has extended the date for completion of a Restructuring Transaction until April 30, 2006. (reference is made to the Form 8-K dated 2/23/06 as filed.)

(2) ACCOUNTING POLICIES

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring items) considered necessary for a fair presentation have been included.

(3) NOTES PAYABLE

The Company enters into private notes primarily from its major shareholders from time-to-time in the course of funding its oil and gas and other activities. In addition to the private notes the Company has the following note obligations: (1.) a term loan from a bank in the name of Hillside Oil & Gas for which the Company makes the monthly payments in connection with its purchase of a workover rig from Hillside; (2.)a secured line of credit facility with its senior lender and a subordinated loan with a bank in connection with the financing arranged for the purchase of the assets of Hillside Oil & Gas and the Warrior Resources Inc. each of which is further discussed below under the section entitled Capital Liquidity and Resources. As of January 31, 2006, the Company had a total of 3 notes payable to individuals and private companies totaling $0.691 million, in principal, of which $0.61 was with its Chairman and President. A total of $0.08 million of the remaining notes resulted from the agreement to purchase the Hillside workover rig. The Company settled the remaining balance of the Hillside note, approximately $0.21 million during the quarter ended October 31, 2005 for restricted common stock.

Item 2. Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

GENERAL

RESULTS OF OPERATIONS

The factors which most significantly affect the Company’s results of operations are (i) the sale prices of crude oil and natural gas, (ii) the level of oil and gas sales, (iii) the level of lease operating expenses (iv) the level of and interest rates on borrowings and (v) the timing of acquisitions. As a result of the acquisition of the Warrior and Hillside assets and the successful implementation of a workover program, the Company now has positive cash flow from its operations.

Development of its oil and natural gas leases will subject the Company’s revenues to the fluctuations inherent in the energy business for the last several years. Crude oil and natural gas prices have reached record highs during the last several months and expectations are that prices for these commodities

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will remain above prior levels in the future. Current crude oil prices as posted on the New York Mercantile Exchange (NYMEX) are in the $60.00 per barrel range as a result of concerns over supplies while natural gas prices reached highs of $12.00 per MMBTU but have retreated to approximately $6.50 per MMBTU at present. The Company expects energy prices to continue to be volatile in the future, particularly in light of continued terrorist activities in the Middle East and elsewhere and the continued strong demand for petroleum products as the economies of the world maintain strong growth patterns. The Company had previously entered into hedging contracts with respect to a portion of its oil and gas production to minimize any significant downward energy price adjustments, however at the present time, the Company does not have any hedge agreements in place. The Company is also continuing to review additional hedging opportunities for its production in view of the substantially increased prices available today.

Three Months Comparison

Quarter ended January 31, 2006 compared to Quarter ended January 31, 2005. Revenues for the three months ending January 31, 2006 were $979,980 compared to revenues of $615,410 for the comparable quarter ended January 31, 2005 and represent a 59% increase over the prior year period despite a 7% decrease in sales volumes. Revenues reflect the impact of increased oil and gas prices during the most recent quarter compared to the prior period. Revenues reflect no contribution from sales of oil and gas for the Coquille Bay field that has been shut in since early August as a result of Hurricane Katrina. The Company expects revenues to increase dramatically when the Coquille Bay field is returned to production.

Oil and gas production operating expenses were $337,806 for the quarter ended January 31, 2006 compared to $330,349 for the quarter ended January 31, 2005 and represent lease operating expenses from oil and gas interests owned by the Company. Operating expenses for the most recent quarter reflect normal levels of operations. No significant expenses were incurred during the quarter on the Duke gold mine. Operating expenses are expected to increase as operations and production on the Coquille Bay field resume.

General and administrative costs were $157,079 for the three months ending January 31, 2006 compared to $104,512 for the same period a year earlier and primarily reflects the level activity of the Company as a result of its recent acquisitions. The current quarter reflects additional expenses incurred for reserve engineering, accounting fees and additional administrative fees incurred as a result of the Forbearance Agreement. G&A should continue to increase as the Company adds additional staff. Net interest expense for the quarter were $605,575 in 2006 compared to $551,506 for the same period in 2005 and reflects the higher borrowings by the Company as a result of its acquisitions and operations. Interest expenses will continue to increase as the Company continues to acquire assets with debt financing and continues its workover program to improve production.

The Company had an after-tax net loss of $1,035,526 ($0.024 per share) for the quarter ended January 31, 2006 compared to a net loss of $587,349 ($0.014 per share) for the comparable quarter a year earlier. The increase in net loss is primarily attributable to the fees booked in association with the Forbearance Agreement of $550,000. Cash used in operations was $485,095 for the quarter ending January 31, 2006 primarily from additional borrowings and cash flow from the properties. The Company expects its net loss to increase until it completes its workover efforts and re-finances its high interest rate debt.

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Six Months Comparison

Six Months ended January 31, 2006 compared to Six Months ended January 31, 2005. Revenues for the six months ending January 31, 2006 were $2,025,168 compared to revenues of $1,439,360 for the comparable period ended January 31, 2005 and represent a 41% increase over the prior year period despite an 18% decrease in sales volumes. Revenues reflect the impact of increased oil and gas prices during the most recent period compared to the prior period. Revenues for the period ended January 31, 2006 reflect no contribution from sales of oil and gas for the Coquille Bay field, while the prior period included initial sales volumes of natural gas from the field. The Company expects revenues to increase dramatically when the Coquille Bay field is returned to production.

Oil and gas production operating expenses were $601,052 for the six months ended January 31, 2006 compared to $737,948 for the six months ended January 31, 2005 and represent a 22% decrease in expenses in the most recent period as a result of the suspension of operations at Coquille Bay due to the hurricane. No significant expenses were incurred during either period on the Duke gold mine. Operating expenses are expected to increase as operations and production on the Coquille Bay field resume.

General and administrative costs were $293,744 for the six months ending January 31, 2006 compared to $222,028 for the same period a year earlier and primarily reflects the level activity of the Company as a result of its recent acquisitions. The current period reflects additional expenses incurred for reserve engineering, accounting fees and additional administrative fees incurred as a result of the Forbearance Agreement. G&A should continue to increase as the Company adds additional staff. Net interest expense for the six months were $1,215,870 in 2006 compared to $1,035,167 for the same period in 2005 and reflects the higher borrowings by the Company as a result of its acquisitions and operations. Interest expenses will continue to increase as the Company continues to acquire assets with debt financing and continues its workover program to improve production.

The Company had an after-tax net loss of $1,367,513 ($0.031 per share) for the six months ended January 31, 2006 compared to a net loss of $990,734 ($0.024 per share) for the comparable period a year earlier. The increase in net loss is primarily attributable to the fees booked in association with the Forbearance Agreement of $550,000. Cash used in operations was $ 790,849 for the six months ending January 31, 2006 primarily from additional borrowings and cash flow from the properties. The Company expects its net loss to increase until it completes its workover efforts and re-finances its high interest rate debt.

CAPITAL RESOURCES AND LIOUIDITY

Because of the closing of the Company’s asset acquisitions, the Company’s capital requirements relate primarily to the workover operations on its oil and gas properties to increase production. The Company has a great deal of flexibility in the timing and amount of these expenditures. Workover expenditures for the most recent quarter totaled $718,114 which was funded from borrowings under the Company’s credit facility, increases in trade payables and out of cash flow generated by the properties. Workover expenses have increased significantly as a result of the assumption of operations at Coquille Bay and the increase of the Company’s interests from 22% working interest to 40% working interest under the non-consent provisions of the operating agreement.

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Management decided to terminate all of the Company’s mining lease commitments except the Duke Gold Mine in Utah during fiscal 2000, due to its inability to raise capital for those projects. As a result, the Company is active in only one mine that will require significant capital expenditures. Presently the Company is seeking a capital partner to assist in the development of the mine. The Company has a wide degree of discretion in the level of capital expenditures it must devote to the mining project on an annual basis and the timing of its development. The Company had primarily been engaged, prior to January 2004, in the acquisition and testing of mineral properties to be inventoried for future development. Because of the relative magnitude of the capital expenditures that may ultimately be required for any single mining venture as operations are achieved, management had pursued a strategy of acquiring properties with significant mineral potential in an effort to create a mineral property base sufficient to allow the Company to access capital from external sources, either through debt or equity placements. After the acquisition of assets from Hillside and Warrior in January 2004, management decided to seek a partner for the Duke Mine and focus its management resources and limited capital on its oil and natural gas properties and to focus on additional acquisitions in the oil and gas sector.

As a result of the Hillside and Warrior acquisitions, the Company completed an $18 million revolving financing of which approximately $11 million was required at closing, including approximately $0.25 million in working capital and $0.6 million in development capital for workovers. The availability under the revolving loan is subject to semi-annual evaluations of the Company’s oil and gas reserve base as determined by the Lender and is reduced monthly based upon re-determinations by the Company after taking into effect price changes and net production. As of the closing date of January 16, 2004, the Company had available borrowing capacity of approximately $12 million based upon the current oil and gas properties acquired from Warrior and Hillside. Under monthly calculations of the Borrowing Base, adjusted for production and prices, the calculated Borrowing Base as of January 31, 2006 was approximately $20.9 million. The Borrowing Base decreased from prior periods as a result of a new engineering report that was completed, which became the new base reserve report used in the calculation of the Borrowing Base. The Revolving Loan has a term of 3 years (January 15, 2007) and an interest rate of Prime Rate plus 8% (Interest Rate for January 2006 was 15.25%). The Revolving Loan is subject to the normal and customary financial covenants and is secured by a first mortgage and lien right to all of the Company’s operations and assets. As of January 31, 2006 the Company was operating under a Forbearance Agreement with its senior lender to provide the Company sufficient time to re-finance its revolving loan or to raise equity. The term of the Forbearance Agreement, as a result of a subsequent Waiver Agreement, is through April 30, 2006 and provides that the Company will complete a restructuring of its financing prior to that time. In connection with the Agreement the Company retained a financial advisor to assist in its efforts to restructure the Company’s revolving loan. There can be no assurance that the Company will complete a restructuring of its principal debt prior to April 30, 2006 or that additional extensions of time will be afford the Company by its Senior Lender. If the Company does not complete a restructuring of the revolving loan prior to that time, its Senior Lender may seek to foreclose on substantially all of the Company’s oil and gas properties. In connection with the Revolving Loan, the Company also completed a subordinated financing of approximately $650,000 with a Bank. The terms of the Subordinated Financing are a term of 4 years from the closing date (January 15, 2004) and an interest rate of 4% per annum paid in kind and accrued to the loan balance due at maturity. The Company can retire the Subordinated debt only after payment of the Revolving Loan.

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The timing of expenditures for the Company’s oil and natural gas and mining activities are generally distributed over several months, and as such, the Company anticipates its current working capital will be sufficient to meet its capital expenditures. The Company has no immediate plans to spend any capital on the Duke Mine during the present fiscal year. The Company believes it will be required to access outside capital either through debt or equity placements or through joint venture operations with other mining companies to develop the Duke Mine. There can be no assurance that the Company will be successful in its efforts to locate outside capital and as a result the level of the Company’s mining activities may need to be curtailed, deferred or abandoned entirely.

The level of the Company’s capital expenditures will vary in the future depending on commodity market conditions and upon the level of oil and gas activity achieved by the Company and the success of its remedial workover operations. The Company anticipates that its cash flow will be not sufficient to fund its operations at their current levels and that additional funds or borrowings will be required to maintain current levels of activity. Under the Forbearance Agreement, the Company’s Senior Lender is not required to make additional borrowings available to the Company, and as a result, the level of the Company’s operations may be significantly curtailed. Because the timing of acquisitions of additional oil and gas properties is uncertain, additional borrowings will be required to fund new acquisitions and the timing of those borrowings is uncertain. The Company has obtained certain unsecured loans from its Chairman and President, Jeffrey T. Wilson, which total in principal approximately $605,083 as of January 31, 2006. These funds have been used to initiate the Company’s oil and gas and mining activities and fund its overhead requirements. Management believes that the Company may need to borrow additional funds from these sources in the future, if available, to fund the Company’s ongoing needs. There can be no assurance that additional funds will be available from these sources in the future.

At January 31, 2006, the Company had current assets of $575,686 and current liabilities of $20,286,838, which resulted in negative working capital of $19,711,152. The negative working capital position is comprised of the reclassification of the Revolving Loan in the amount of $17,316,457 as current, fees due as a result of the Forbearance Agreement of $550,000, trade accounts payable including accounts of Hillside and Warrior assumed by the Company as a result of the acquisition of $1,365,464, of accrued expenses payable of $414,170 consisting primarily of interest and accrued salaries payable to the Company’s President, notes payable to the Company’s President of $605,083, and third party notes payable of $85,695. As of January 31, 2006 the Company had cash and cash equivalents of $176,435 and accounts receivable of $399,251.

Oil and Gas Hedging

As a requirement of the financing commitment, the Company purchased certain hedging contracts at closing of the Hillside and Warrior acquisitions designed to place a “floor” price on at least 25% of the Company’s anticipated monthly production at a level acceptable to the lender. The Company purchased one “put” option crude oil contract per month through August 2004 at a strike price of $25.00 Bbl and one “put” option natural gas contract through August 2004 at a strike price of $4.00 per MMBtu. The contracts have expired and the Company has not replaced its hedging agreements.

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SEASONALITY

The results of operations of the Company are seasonal due to seasonal fluctuations in the market prices for crude oil and natural gas. Due to these seasonal fluctuations, results of operations for individual quarterly periods may not be indicative of results, which may be realized on an annual basis.

INFLATION AND PRICES

The Company’s revenues and the value of its oil and natural gas and mining properties have been and will be affected by changes in the prices for crude oil, natural gas and gold prices. The Company’s ability to obtain additional capital on attractive terms is also substantially dependent on the price of these commodities. Prices for these commodities are subject to significant fluctuations that are beyond the Company’s ability to control or predict.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report on Form 10-Q, our President and Chief Executive Officer, evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report, and concluded that disclosure controls and procedures were effective to ensure that information the Company is required to disclose in the reports that it files or submits with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Board of Directors, President and Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the quarter ended January 31, 2006, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is a named defendant in lawsuits, is a party in governmental proceedings, and is subject to claims of third parties from time to time arising in the ordinary course of business. While the outcome of lawsuits or other proceedings and claims against the Company cannot be predicted with certainty, management does not expect these matters to have a material adverse effect on the financial position of the Company.

The Company acquired certain accounts payable from Warrior in the amount of $313,607 and Hillside in the amount of $378,861 as a result of the acquisitions of the assets of each. Nearly all of the trade accounts payable were delinquent when acquired. During 2005, the Company completed the settlements with vendors on these old accounts.

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The Company has accrued revenue payable in legal and petty suspense accounts in the amount of $75,412 and $10,118 respectively as of January 31, 2006. The Company has continued to research owner account information in order to properly distribute legal suspense accounts in the normal course of business.

The Company has a plugging liability for oil and gas operations in the various states in the amount of $244,148. The Company has plugging bonds posted with the state regulatory agencies in the amount of $77,230 to offset the cost of plugging wells in the future and a site specific bond in the amount of $415,000 for its Coquille Bay field.

Imperial Petroleum, Inc. versus Ravello Capital LLC: The Company filed suit in Federal District Court in Tulsa County, Oklahoma against Ravello Capital LLC on November 20, 2000. The suit alleged breach of contract and sought to have the contract declared partially performed in the amount of 474,900 and sought relief in the amount of $488,390 for the unpaid consideration and punitive damages and attorney fees. The Company received a judgment award against Ravello in the amount of $488,390 and subsequently collected and credited the judgment award against Ravello in the amount of $85,638.02 as a result of the re-issuance of certain of its shares in Warrior, held by Ravello in escrow and not released. The Company does not believe it will be successful in collecting the balance of the judgment against Ravello.

The Company, through its predecessor in interest, was named a defendant in a class action lawsuit seeking damages by the plaintiffs for inadequate development of the Moss Unit located in Panola county, Texas. The plaintiffs sought unspecified damages. The lawsuit was settled subsequent to year-end through the execution of a farmout agreement with a company nominated by the plaintiffs to drill additional wells in the Unit. The Company retained an over-riding royalty interest in the farmout wells to be drilled and all rights to its existing proration unit surrounding the Moss well, as well as $132,500 as consideration for executing the farmout. Three additional producing wells have subsequently been drilled in the Unit.

The Company, through its predecessor in interest, was named with others in a breach of its duties to act as a reasonably prudent operator in the development of the Crump Gas Unit in Panola county, Texas. The Crump Unit encompasses the Company’s Mittie Horton well. The Plaintiff is seeking a cancellation of the lease for failure to produce hydrocarbons in paying quantities or alternatively to establish a lien against the leasehold to secure payment of plaintiff’s damages resulting from the Company’s failure to develop the property. The damages are unspecified. The Company executed a farmout agreement with Burke Royalty, a co-defendant in the suit, regarding the acreage in question. Burke negotiated a settlement under which the Plaintiffs would arrange to drill additional wells. The Company has a 12.5% carried working interest in the first well drilled in the unit, proportionately reduced by its 75% working interest in the Unit, and the right to participate for a 12.5% working interest (proportionately reduced) in subsequent wells.

The Company has received a letter from an attorney representing Powder River Basin Gas Corp in reference to certain claims PRVB believes it has against the Company and its management in reference to the sale of PRVB and the warranties and representations provided by the Company. No lawsuit has been filed. The Company believes the claims are without merit and intends to vigorously defend any action taken as a result.

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Item 2. Changes in Securities. Not applicable.

Item 3. Defaults Upon Senior Securities. Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders .

Not Applicable.

Item 5. Other Information. Not applicable.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits: None

(b) Form 8-K dated December 5, 2006 regarding the Forbearance Agreement between the Company and its Senior Lender, referred herein by reference.

(c) Form 8-K dated February 23, 2006 regarding the Waiver Agreement between the Company and its Senior Lender, referred herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.

Imperial Petroleum, Inc.
By:	/s/ Jeffrey T. Wilson
	Jeffrey T. Wilson, President and Chief Executive Officer

Dated: June 23, 2006

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