Imperial Petroleum, Inc., a Nevada corporation (“the Company”), is a diversified energy company headquartered in Evansville, Indiana. The Company is engaged in two principal areas of energy production: (i.) biodiesel and biofuels production and (iii.) non-traditional oil production of heavy oil from mineable tar sands.

Biodiesel and Biofuels Production Operations:

The Company acquired biofuels on May 24, 2010, a biodiesel producer located in Middletown, Indiana with a nameplate capacity of 15 million gallons per year. uses waste greases and oils including premium white grease (chicken fat) as its primary feedstock for the production of its product. Biodiesel sales for the quarter ended April 30, 2011 were approximately$36.5 million on volumes of about 8.7 million gallons. Biodiesel Sales for the first quarter were approximately $15.8 million on about 5.2 million gallons and for the second quarter sales were about $13.5 million on approximately 3.7 million gallons. Sales prices for biodiesel which generally follow petroleum diesel prices in the market increased by about 10% in the third quarter compared to the second quarter.

Non-Traditional Oil Production:

The Company formed Arrakis Oil Recovery, LLC in February 2010 to acquire a non-exclusive license for the development of a revolutionary new, eco-friendly process to recover oil (bitumen) from tar (oil) sands outside of Canada. linkThe process is a non-thermal, mechanical and chemical process using a closed loop system to eliminate emissions. The process technology works equally well on oil-wet (US) tar sands or water-wet (Canadian) tar sands. The Company acquired an exclusive license to use the technology in Canada and signed a Term Sheet to access capital for the construction of a commercial scale demonstration facility. The construction of the commercial unit was completed in November 2010 and the Company completed an agreement with an international partner, Clean Sands International, Inc., which included rights to Clean Sands to develop the technology in Canada, Russia, Venezuela, Mexico and Argentina in exchange for a fee paid to the Company of $500,000, an ongoing royalty interest of 2.5% of gross proceeds in the facilities developed by Clean Sands, including a royalty of 1.65% for a facility to be located in the southwestern United States and constructed by Clean Sands. The Company limited its rights to use the technology to the United States as a result of the agreement and consolidated its interest in Arrakis by purchasing its partners. The Company owns 100% of Arrakis and is preparing to deploy its commercial demonstration unit to the field this summer.

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