UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

(Date of earliest event reported): October 6, 2011

 

 

IMPERIAL PETROLEUM, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Nevada   0-9923   95-3386019

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification)

101 NW First Street, Suite 213

Evansville, IN 47708

(Address of principal executive office and zip code)

(812) 867-1433

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

 

 


ITEM 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On October 6, 2011, the audit committee of the Board of Directors of Imperial Petroleum, Inc. (the “Company”) concluded that the Company’s consolidated financial statements for the quarters ended January 31, 2011 and April 30, 2011 should be restated because it incorrectly recorded the revenue for the periods in question. The Company concluded that a portion of the revenue should have been deferred and that the associated transactions were incorrectly accounted for under U.S. generally accepted accounting principles (“GAAP”).

The Company has concluded that there were accounting errors with respect to the recognition of revenue associated with certain volumes of biodiesel that were paid for by a customer but not delivered within the periods in questions. For the fiscal year, the volumes in question amount to less than 3% of total sales, however, as a result of the inability of the Company’s old accounting system (which has been replaced) to adequately track sales of biodiesel in real time, certain contract volumes within the quarterly periods, though paid for by the customer, remained undelivered during the period and represent material adjustments to the quarterly financial presentation. These amounts were booked originally as revenue for the period and should have been carried as a liability under customer accounts as other current liabilities, since payment had been received by the Company but the volumes had not been delivered to the customer.

The following tables set forth the effects of the restatement on certain line items within our consolidated balance sheet to each of the quarters ending January 31, 2011 and April 30, 2011 and our consolidated income statement for the quarters ending January 31, 2011 and April 30, 2011.

 

Consolidated Balance Sheet    As of January 31, 2011  
     As Restated     As Previously Filed  

Other Current Liabilities

   $ 2,331,223      $ 1,572,531   

TOTAL CURRENT LIABILITIES

     24,952,871        24,194,179   

Retained Earnings

     (27,397,828     (26,639,136

TOTAL SHAREHOLDERS’ EQUITY

     (14,236,494     (13,477,802

 

Consolidated Income Statement   

Three Months Ended

January 31, 2011

    

Six Months Ended

January 31, 2011

 
     As Restated     As Previously Filed      As Restated      As Previously Filed  

Revenue

   $ 13,195,287      $ 13,953,979         29,117,392         29,876,084   

Net Income (loss)

     (255,821     502,871         433,552         1,192,244   

Basic and diluted income (loss) per share:

          

Net Income (loss) per share-basic

   $ (0.011     0.021         0.019         0.051   

Net income (loss) per share diluted

     N/A        0.020         0.018         0.049   

 

Consolidated Balance Sheet    As of April 30, 2011  
     As Restated     As Previously Filed  

Other Current Liabilities

   $ 2,990,003      $ 136,102   

TOTAL CURRENT LIABILITIES

     24,484,792        21,630,891   

Retained Earnings

     (25,029,660     (22,175,759

TOTAL SHAREHOLDERS’ EQUITY

     (10,877,549     (8,023,648


Consolidated Income Statement   

Three Months Ended

April 30, 2011

    

Nine Months Ended

April 30, 2011

 
     As Restated      As Previously Filed      As Restated      As Previously Filed  

Revenue

   $ 34,477,617       $ 36,572,826         63,595,009         66,448,910   

Net Income (loss)

     2,368,168         4,463,377         2,801,720         5,655,621   

Basic and diluted income (loss) per share:

           

Net Income (loss) per share-basic

   $ 0.09         0.17         0.116         0.233   

Net income (loss) per share diluted

     0.085         0.16         0.109         0.220   

The Company’s audit committee has discussed this matter with its independent auditors. The Company intends to file amendments to its Form 10-Qs for the quarterly periods ended January 31, 2011 and April 30, 2011 to reflect the foregoing restatement as promptly as practicable.


SIGNATURE

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, thereunto duly authorized.

 

Imperial Petroleum, Inc.
By:  

/s/ Jeffrey T. Wilson

Title:  

Jeffrey T. Wilson

President

Dated: October 10, 2011