================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            IMPERIAL PETROLEUM, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

                        Nevada                             95-3386019
                        ------                             ----------
             (State or other jurisdiction of           (I.R.S.Employer
              incorporation or organization)            Identification No.)


                             11600 German Pines Dr.
                            Evansville, Indiana 47725
                       -----------------------------------
                (Address of Principal Executive Office) (Zip Code)

                          Commission File No.: 000-9923

                           Various Compensation Plans
                                -----------------
                            (Full title of the plan)

                          Jeffery T. Wilson, President
                             11600 German Pines Dr.
                            Evansville, Indiana 47725
                        ---------------------------------
                     (Name and address of agent for service)

                                 (812) 867-1433
                          ----------------------------
          (Telephone number, including area code, of agent for service)
                                  -------------

                        CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed  Proposed Title of Amount Maximum Maximum Amount of Securities to to be
Offering Price  Aggregate  Registration  Be Registered  Registered Per Share (1)
Offering Price (1) Fee ----------------  --------- ----------  -----------------
------------  Common Stock,  750,000 $0.19 $142,500  $13.11 par value $.0001 per
share
-----------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457, based on the closing price of the Common
Stock,   as   reported   by  the  OTC   Bulletin   Board,   on  May  19,   2003.
==============================================================================


<PAGE>






                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

     Pursuant to the Note to Part I of the Form S-8, the information required by
Part I is not filed with the Securities and Exchange Commission.


ITEM 2.     INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Registrant  will provide  without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon the oral or  written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests for such  information  should be directed to
Imperial  Petroleum,  Inc.,  11600 German Pines Dr.  Evansville,  Indiana 47725,
(812) 867-1433.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
            -----------------------------------------------

          The following documents  previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:

     1. Imperial Petroleum, Inc.'s Annual Report on Form 10-K for the year ended
July, 31, 2002;

     2.  Imperial  Petroleum,  Inc.'s  Quarterly  Report on Form  10-QSB for the
quarter ended January 31, 2003; and

     3. All reports  filed by  Registrant  pursuant to Section 13(a) or 15(d) of
the Exchange Act.

     All documents filed by Imperial Petroleum, Inc., pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this prospectus and
prior to the termination of this offering, shall be deemed to be incorporated by
reference into this prospectus.  Any information incorporated by reference shall
be modified or superseded by any information  contained in this prospectus or in
any other document filed later with the Commission, which modifies or supersedes
such information.  Any information that is modified or superseded shall become a
part of this prospectus as the information has been so modified or superseded.

<PAGE>

     We will  provide  without  charge to each  person to whom a  prospectus  is
delivered, upon written or oral request of such person, a copy of any and all of
the  information  that has been  incorporated  by reference  in this  prospectus
(excluding  exhibits  unless such  exhibits  are  specifically  incorporated  by
reference  into such  documents).  Please  direct  such  requests  to Jeffery T.
Wilson,  President and CEO,  Imperial  Petroleum,  Inc.,  11600 German Pines Dr.
Evansville, Indiana 47725, (812) 867-1433.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14 or  15(d)  of  the  Exchange  Act  after  the  date  of  this
Registration  Statement and prior to the time a  post-effective  amendment which
indicates that the securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

     Any  statement  contained  in any  document  incorporated  or  deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as modified or  superseded,  to  constitute  a part of this  Registration
Statement.


ITEM 4.  DESCRIPTION OF SECURITIES
         -------------------------
Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------
None


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

     Nevada law provides that a director or an officer of a corporation will not
be personally liable to the corporation or its stockholders for any damages as a
result of any act or failure  to act in his  capacity  as a director  or officer
unless it is proven that (i) his act or failure to act  constituted  a breach of
his  fiduciary  duties as a director  or  officer,  and (ii) his breach of those
duties involved  intentional  misconduct,  fraud or a knowing  violation of law.
This limitation of liability does not apply to liabilities arising under federal
securities laws and does not affect the availability of equitable  remedies such
as injunctive relief or rescission.

<PAGE>

     Nevada law provides  that a  corporation  may  indemnify  its directors and
officers,  as well as other employees and individuals,  against  attorneys' fees
and other expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending or
completed  actions,  suits or proceedings in which such person was or is a party
or is  threatened  to be made a party by reason of such  person  being or having
been a director,  officer,  employee or agent of the corporation,  provided such
person acted in good faith and in a manner which he reasonably believed to be in
or  not   opposed  to  the  best   interests   of  the   corporation.   However,
indemnification is not available to such person if (i) his act or failure to act
constituted a breach of his fiduciary duties as a director or officer,  and (ii)
his breach of those duties involved intentional  misconduct,  fraud or a knowing
violation of law.

     The Nevada General  Corporation Law provides that the foregoing  provisions
are not exclusive of other rights to which those seeking  indemnification may be
entitled  under any bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise.

     The Company's bylaws provide that the Company is required to indemnify each
director,  officer and employee against all expenses and liabilities,  including
counsel fees,  reasonably incurred by or imposed upon him in connection with any
proceeding to which he may be made a party, or in which he may become  involved,
by reason of being or having been a director,  officer, employee or agent of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer,  employee or agent of another entity,  whether or not he is a director,
officer,  employee or agent at the time such expenses are incurred, unless he is
adjudged guilty of willful  misfeasance or malfeasance in the performance of his
duties.  In the event of a settlement,  the Company will indemnify him only when
the Board of Directors  approves such settlement and  reimbursement as being for
the best interests of the Company.

     The Company's  bylaws also permit the Company to obtain insurance on behalf
of any director or officer for any  liability  arising out of his or her actions
in a representative capacity.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------
Not applicable


ITEM 8.  EXHIBITS.
         --------
3.1      Articles of Incorporation of the Company, as amended (1)
3.2      By-laws of the Company, as amended (1)
5.1      Opinion of Michael S. Krome, P.C. (2)
23.1     Consent of Briscoe, Burke & Grigsby LLP, Independent Auditor (2)
24.1     Consent of Michael S. Krome, P.C.(included in Exhibit 5.1)

      (1)  Incorporated by  reference from the Company's  Amended Report on Form
           10-K/1, filed with the Commission on January 11, 2003, and as amended
           thereafter, and incorporated herein by reference.
      (2)  Filed herewith


<PAGE>

ITEM 9.  UNDERTAKINGS.

         The undersigned, the Company, hereby undertakes:

         (a)(1) To file, during any  period in which  offers or sales  are being
made, a post-effective amendment to this registration statement:
            (i) To include any  prospectus  required by  Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date of the  registration  statement (or the  most  recent post-
effective amendment thereof) which, individually or in the aggregate, represents
a fundamental change in the information set forth in the registration statement;
            (iii) To include any  material information with  respect to the plan
of distribution  not previously  disclosed in the registration  statement or any
material change to such information in the registration statement.
            PROVIDED, HOWEVER,  that  paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the  information  required to be included in a post-effective amendment
by  those  paragraphs is  contained in  periodic  reports  filed by the  Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the registration statement.
            (2) That, for  the  purpose of  determining any  liability under the
Securities Act, each such  post-effective amendment shall be  deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.
            (3) To  remove  from  registration  by  means  of  a  post-effective
amendment  any  of the  securities  being  registered which remain unsold at the
termination of the offering.
         (b) The undersigned the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report pursuant to  Section 13(a) or  Section 15(d) of the  Exchange Act
(and, where applicable, each filing of an employee benefit  plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the  offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
         (c) Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be  permitted to  directors, officers and controlling persons
of the Company  pursuant to the foregoing  provisions, or otherwise, the Company
has been  advised that in the opinion of the Securities and Exchange  Commission
such  indemnification is  against pubic  policy as  expressed in the Act and is,
therefore, unenforceable. In the event that a claim for  indemnification against
such liabilities (other than the  payment by the Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of the  Company in the
successful  defense of any  action,  suit or  proceeding)  is  asserted by  such
director, officer or controlling  person in connection with the securities being
registered, the  Company will,  unless in the  opinion of its counsel the matter
has been settled by  controlling  precedent,  submit to a  court of  appropriate
jurisdiction  the question whether such  indemnification by it is against public
policy as expressed in the  Securities Act  and  will be  governed  by the final
adjudication of such issue.


<PAGE>

SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in City of Dallas, State of Texas on May 19, 2003.

                                          Imperial Petroleum, Inc.

                                          By:   /s/ Jeffery T. Wilson
                                          ------------------------------
                                          Jeffery T. Wilson

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Jeffery T. Wilson, his attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities,  to sign any or all amendments to this  Registration  Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated:

Signature                     Title                         Date
----------              -----                   ----
(1)  Principal Executives

/s/   Jeffery T. Wilson       President, CEO                May 19, 2003
-------------------
      Jeffery T. Wilson

(2)  Directors

/s/   Jeffery T. Wilson       Director                      May 19, 2003
------------------
      Jeffery T. Wilson

/s/   Annalee C. Wilson       Director                      May 19, 2003
------------------
      Annalee C. Wilson

/s/   Aaron M. Wilson         Director                      May 19, 2003
------------------
      Aaron M. Wilson

<PAGE>





EXHIBIT INDEX

EXHIBIT NUMBER                      DESCRIPTION
-------                       -----------
3.3         Articles of Incorporation of the Company, as amended (1)
3.4         By-laws of the Company, as amended (1)
5.2         Opinion of Michael S. Krome, P.C. (2)
23.1        Consent of Briscoe, Burke & Grigsby LLP, Independent Auditor (2)
24.2        Consent of Michael S. Krome, P.C.(included in Exhibit 5.1)

      (1)   Incorporated by  reference from the Company's Amended Report on Form
            10-K, filed with the  Commission on January 11, 2003, and as amended
            thereafter, and incorporated herein by reference.
      (2)   Filed herewith



<PAGE>



OPINION OF MICHAEL S. KROME
Exhibit 5.1



                             Michael S. Krome, P.C.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York 11755
                                 (631) 737-8381


                                                May 19, 2003


Jeffery T. Wilson, President
Imperial Petroleum, Inc.
P.O. Box 7500 Dallas, TX 75209

Dear Sirs:

     You have requested an opinion with respect to certain matters in connection
with the filing by Imperial  Petroleum,  Inc., (the "Company") of a Registration
Statement on Form S-8 (the  "Registration  Statement")  with the  Securities and
Exchange  Commission,  covering the  registration of 750,000  shares,  par value
$0.006  per share  (the  "Shares"),  for  issuance  pursuant  to the  Consulting
Agreement with Taghman Ventures, Ltd, solely owned by Gregory C. Smith.

     In  connection  with this  opinion,  we have  examined  and relied upon the
Company's  Amended  Articles of  Incorporation  and By-Laws,  the Minutes of the
Meetings of the Board of Directors of the Company as well as the  originals  and
copies, certified to my satisfaction,  of such records,  documents certificates,
memoranda and other  instruments  as in my judgment are necessary or appropriate
to enable  me to render  the  opinion  contained  herein.  We have  assumed  the
genuineness  and  authenticity  of all  documents  submitted as  originals,  the
conformity to the originals of all documents  submitted to me as copies  thereof
and the due execution,  delivery or filing of documents,  where such  execution,
delivery or filling are a prerequisite to the effectiveness thereof.

     We have also  reviewed  the previous  filings of the  Company,  and for the
purposes of this  opinion  have relied upon the  representations  of the Company
that it is current in its filings  and that the  filings  are true and  accurate
representations  of the state of the Company when the documents  were filed.  In
addition,  it has been represented by the  shareholders  being issued shares and
states in any agreements,  that none of the shares are being issued for services
in connection  with any offer or sale of  securities in a capital  raising or to
directly or indirectly maintain a market for the securities of the Company.

<PAGE>

     On the  basis of the  foregoing,  and in  reliance  thereon,  we are of the
opinion  that the  Shares,  when  issued  in  accordance  with the  Registration
Statement and the Consulting Agreement,  or Retainer Agreement,  will be validly
issued, fully paid and non-assessable shares of the Common Stock of the Company,
and do not need to bear a restrictive legend upon them.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.


                                                Very truly yours,


                                                Michael S. Krome



<PAGE>


EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITOR


                          BRISCOE, BURKE & GRIGSBY LLP




We consent to the  incorporation by reference in the  registration  statement of
Imperial  Petroleum,  Inc.,  (the  "Company")  on Form S-8, of our report  dated
December 11, 2002, on our audit of the consolidated  financial statements of the
Company as of July 31, 2002,  and for each of the years in the three year period
ended July 31, 2002,  which report is included in the Company's Annual Report on
Form 10-K.



/s/ Briscoe, Burke & Grigsby LLP
May 19, 2003



<PAGE>


Exhibit 99.1

     CONSULTING  AGREEMENT,  dated the 8th of May, 2003, by and between Imperial
petroleum Inc., a Nevada  corporation  having executive  offices at 11600 German
Pines, Evansville,  IN 47725 (the "Company"),  and Taghmen Ventures, Ltd. , (the
"Consultant").

                              W I T N E S S E T H :

WHEREAS,  the Consultant has considerable  knowledge of and experience providing
consulting  services  regarding  the  identification,  evaluation,  structuring,
negotiating  and closing of joint  ventures,  strategic  alliances  and business
acquisitions as well as product development (the "Business");  and WHEREAS,  the
Company  desires to obtain the benefit of  Consultant's  special  knowledge  and
experience regarding the identification,  evaluation,  structuring,  negotiating
and closing of joint ventures,  strategic alliances and business acquisitions as
well as product development and in particular in connection with the acquisition
and  financing of the  potential  Hillside Oil & Gas , LLC. And assisting in the
Company's efforts to obtain listing on the American Stock Exchange; and WHEREAS,
the Company's management has determined that it would be in the best interest of
the Company to make use of the Consultant's knowledge and experience; and

WHEREAS, Consultant desires to serve as consultant to the Company;

NOW,THEREFORE,  in  consideration  of the premises and the mutual  covenants and
agreements  herein  contained  the Company and the  Consultant  hereby  agree as
follows:

1. Term. The Company hereby engages Consultant to render the consulting services
as hereinafter set forth,  and Consultant  hereby agrees to render such services
for a period  commencing  the date hereof and  terminating  on November 31, 2003
(the "Term").

2.  Consulting  Services.  The Company  hereby retains the  Consultant,  and the
Consultant  agrees,  to render  consulting and advisory  services to the Company
during the Term hereof in connection  with the Business,  from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum  number of hours  hereunder  and the
rendering  of  all   consulting   services  shall  be  subject  in  priority  to
Consultant's own business interests.

3. Consulting Fees. In  consideration  for (i) the availability of Consultant to
render the services,  (ii) the services to be rendered by Consultant  during the
Term,  and (iii) the other  provisions  of this  Agreement,  the  Company  shall
promptly issue to the Consultant  750,000 shares of the Company's  common stock,
which shares shall be subject to an S-8 Registration.


<PAGE>


4. Expenses.  Upon  submission of proper  vouchers or other similar  evidence of
expenditures,   the  Company  shall,  upon  request  by  Consultant,   reimburse
Consultant  for all reasonable  travel and  out-of-pocket  expenses  incurred by
Consultant in connection  with services  requested and rendered  hereunder.  All
expense items require the prior approval of the Company.

5. Notices. All notices,  requests,  demands and other communications  hereunder
shall be in  writing  and shall be deemed to have been duly  given  when  either
served  personally  or two (2) business  days after being sent priority next day
delivery by a nationally  recognized  courier or three (3)  business  days after
being mailed by certified or registered mail,  return receipt  requested;  or to
such address or to such persons as either  party shall have last  designated  by
written notice to the other.

6.  Assignability.  This Agreement  shall inure to the benefit of and be binding
upon the parties,  their  successors  and permitted  assigns.  Neither party may
assign this Agreement or its rights or obligations  hereunder  without the prior
written consent of the other party.

7. Entire  Agreement.  This instrument  constitutes the entire  agreement of the
parties  hereto with respect to the subject  matter  hereof and  supercedes  all
prior agreements and understandings, written or oral, among them with respect to
the subject  matter  hereof.  This  Agreement  may be modified only by a written
instrument signed by the parties.

8. Governing Law. This Agreement  shall be governed by and construed (both as to
validity and  performance) and enforced in accordance with the laws of the State
of Nevada  without  giving effect to the  conflicts or choice of law  provisions
thereof.

9.  Counterparts.  This Agreement may be executed in counterparts  each of which
shall be deemed an original and all of which taken together shall constitute one
and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.



----------------------------------
By:  JEFFERY T. WILSON,  President



-----------------------------------
By:  Taghmen Ventrues, Ltd.
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================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            IMPERIAL PETROLEUM, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

                        Nevada                             95-3386019
                        ------                             ----------
             (State or other jurisdiction of           (I.R.S.Employer
              incorporation or organization)            Identification No.)

                             11600 German Pines Dr.
                            Evansville, Indiana 47725
                       -----------------------------------
                (Address of Principal Executive Office) (Zip Code)

                          Commission File No.: 000-9923

                           Various Compensation Plans
                                -----------------
                            (Full title of the plan)

                          Jeffery T. Wilson, President
                             11600 German Pines Dr.
                            Evansville, Indiana 47725
                        ---------------------------------
                     (Name and address of agent for service)

                                 (812) 867-1433
                          ----------------------------
          (Telephone number, including area code, of agent for service)
                                  -------------

                        CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed  Proposed Title of Amount Maximum Maximum Amount of Securities to to be
Offering Price  Aggregate  Registration  Be Registered  Registered Per Share (1)
Offering Price (1) Fee ----------------  --------- ----------  -----------------
------------  Common Stock,  750,000 $0.19 $142,500  $13.11 par value $.0001 per
share
-----------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457, based on the closing price of the Common
Stock,   as   reported   by  the  OTC   Bulletin   Board,   on  May  19,   2003.
==============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION

     Pursuant to the Note to Part I of the Form S-8, the information required by
Part I is not filed with the Securities and Exchange Commission.

ITEM 2.     INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Registrant  will provide  without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon the oral or  written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests for such  information  should be directed to
Imperial  Petroleum,  Inc.,  11600 German Pines Dr.  Evansville,  Indiana 47725,
(812) 867-1433.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
            -----------------------------------------------

          The following documents  previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:

     1. Imperial Petroleum, Inc.'s Annual Report on Form 10-K for the year ended
July, 31, 2002;

     2.  Imperial  Petroleum,  Inc.'s  Quarterly  Report on Form  10-QSB for the
quarter ended January 31, 2003; and

     3. All reports  filed by  Registrant  pursuant to Section 13(a) or 15(d) of
the Exchange Act.

     All documents filed by Imperial Petroleum, Inc., pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this prospectus and
prior to the termination of this offering, shall be deemed to be incorporated by
reference into this prospectus.  Any information incorporated by reference shall
be modified or superseded by any information  contained in this prospectus or in
any other document filed later with the Commission, which modifies or supersedes
such information.  Any information that is modified or superseded shall become a
part of this prospectus as the information has been so modified or superseded.
We will  provide  without  charge to each  person to whom a  prospectus  is
delivered, upon written or oral request of such person, a copy of any and all of
the  information  that has been  incorporated  by reference  in this  prospectus
(excluding  exhibits  unless such  exhibits  are  specifically  incorporated  by
reference  into such  documents).  Please  direct  such  requests  to Jeffery T.
Wilson,  President and CEO,  Imperial  Petroleum,  Inc.,  11600 German Pines Dr.
Evansville, Indiana 47725, (812) 867-1433.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14 or  15(d)  of  the  Exchange  Act  after  the  date  of  this
Registration  Statement and prior to the time a  post-effective  amendment which
indicates that the securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

     Any  statement  contained  in any  document  incorporated  or  deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as modified or  superseded,  to  constitute  a part of this  Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES
         -------------------------
Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------
None

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -----------------------------------------

     Nevada law provides that a director or an officer of a corporation will not
be personally liable to the corporation or its stockholders for any damages as a
result of any act or failure  to act in his  capacity  as a director  or officer
unless it is proven that (i) his act or failure to act  constituted  a breach of
his  fiduciary  duties as a director  or  officer,  and (ii) his breach of those
duties involved  intentional  misconduct,  fraud or a knowing  violation of law.
This limitation of liability does not apply to liabilities arising under federal
securities laws and does not affect the availability of equitable  remedies such
as injunctive relief or rescission.
Nevada law provides  that a  corporation  may  indemnify  its directors and
officers,  as well as other employees and individuals,  against  attorneys' fees
and other expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending or
completed  actions,  suits or proceedings in which such person was or is a party
or is  threatened  to be made a party by reason of such  person  being or having
been a director,  officer,  employee or agent of the corporation,  provided such
person acted in good faith and in a manner which he reasonably believed to be in
or  not   opposed  to  the  best   interests   of  the   corporation.   However,
indemnification is not available to such person if (i) his act or failure to act
constituted a breach of his fiduciary duties as a director or officer,  and (ii)
his breach of those duties involved intentional  misconduct,  fraud or a knowing
violation of law.

     The Nevada General  Corporation Law provides that the foregoing  provisions
are not exclusive of other rights to which those seeking  indemnification may be
entitled  under any bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise.

     The Company's bylaws provide that the Company is required to indemnify each
director,  officer and employee against all expenses and liabilities,  including
counsel fees,  reasonably incurred by or imposed upon him in connection with any
proceeding to which he may be made a party, or in which he may become  involved,
by reason of being or having been a director,  officer, employee or agent of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer,  employee or agent of another entity,  whether or not he is a director,
officer,  employee or agent at the time such expenses are incurred, unless he is
adjudged guilty of willful  misfeasance or malfeasance in the performance of his
duties.  In the event of a settlement,  the Company will indemnify him only when
the Board of Directors  approves such settlement and  reimbursement as being for
the best interests of the Company.

     The Company's  bylaws also permit the Company to obtain insurance on behalf
of any director or officer for any  liability  arising out of his or her actions
in a representative capacity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------
Not applicable

ITEM 8.  EXHIBITS.
         --------
3.1      Articles of Incorporation of the Company, as amended (1)
3.2      By-laws of the Company, as amended (1)
5.1      Opinion of Michael S. Krome, P.C. (2)
23.1     Consent of Briscoe, Burke & Grigsby LLP, Independent Auditor (2)
24.1     Consent of Michael S. Krome, P.C.(included in Exhibit 5.1)

      (1)  Incorporated by  reference from the Company's  Amended Report on Form
           10-K/1, filed with the Commission on January 11, 2003, and as amended
           thereafter, and incorporated herein by reference.
      (2)  Filed herewith
ITEM 9.  UNDERTAKINGS.

         The undersigned, the Company, hereby undertakes:

         (a)(1) To file, during any  period in which  offers or sales  are being
made, a post-effective amendment to this registration statement:
            (i) To include any  prospectus  required by  Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date of the  registration  statement (or the  most  recent post-
effective amendment thereof) which, individually or in the aggregate, represents
a fundamental change in the information set forth in the registration statement;
            (iii) To include any  material information with  respect to the plan
of distribution  not previously  disclosed in the registration  statement or any
material change to such information in the registration statement.
            PROVIDED, HOWEVER,  that  paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the  information  required to be included in a post-effective amendment
by  those  paragraphs is  contained in  periodic  reports  filed by the  Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the registration statement.
            (2) That, for  the  purpose of  determining any  liability under the
Securities Act, each such  post-effective amendment shall be  deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.
            (3) To  remove  from  registration  by  means  of  a  post-effective
amendment  any  of the  securities  being  registered which remain unsold at the
termination of the offering.
         (b) The undersigned the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report pursuant to  Section 13(a) or  Section 15(d) of the  Exchange Act
(and, where applicable, each filing of an employee benefit  plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the  offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
         (c) Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be  permitted to  directors, officers and controlling persons
of the Company  pursuant to the foregoing  provisions, or otherwise, the Company
has been  advised that in the opinion of the Securities and Exchange  Commission
such  indemnification is  against pubic  policy as  expressed in the Act and is,
therefore, unenforceable. In the event that a claim for  indemnification against
such liabilities (other than the  payment by the Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of the  Company in the
successful  defense of any  action,  suit or  proceeding)  is  asserted by  such
director, officer or controlling  person in connection with the securities being
registered, the  Company will,  unless in the  opinion of its counsel the matter
has been settled by  controlling  precedent,  submit to a  court of  appropriate
jurisdiction  the question whether such  indemnification by it is against public
policy as expressed in the  Securities Act  and  will be  governed  by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in City of Dallas, State of Texas on May 19, 2003.

                                          Imperial Petroleum, Inc.

                                          By:   /s/ Jeffery T. Wilson
                                          ------------------------------
                                          Jeffery T. Wilson

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Jeffery T. Wilson, his attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities,  to sign any or all amendments to this  Registration  Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated:

Signature                     Title                         Date
----------              -----                   ----
(1)  Principal Executives

/s/   Jeffery T. Wilson       President, CEO                May 19, 2003
-------------------
      Jeffery T. Wilson

(2)  Directors

/s/   Jeffery T. Wilson       Director                      May 19, 2003
------------------
      Jeffery T. Wilson

/s/   Annalee C. Wilson       Director                      May 19, 2003
------------------
      Annalee C. Wilson

/s/   Aaron M. Wilson         Director                      May 19, 2003
------------------
      Aaron M. Wilson
EXHIBIT INDEX

EXHIBIT NUMBER                      DESCRIPTION
-------                       -----------
3.3         Articles of Incorporation of the Company, as amended (1)
3.4         By-laws of the Company, as amended (1)
5.2         Opinion of Michael S. Krome, P.C. (2)
23.1        Consent of Briscoe, Burke & Grigsby LLP, Independent Auditor (2)
24.2        Consent of Michael S. Krome, P.C.(included in Exhibit 5.1)

      (1)   Incorporated by  reference from the Company's Amended Report on Form
            10-K, filed with the  Commission on January 11, 2003, and as amended
            thereafter, and incorporated herein by reference.
      (2)   Filed herewith
OPINION OF MICHAEL S. KROME
Exhibit 5.1

                             Michael S. Krome, P.C.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York 11755
                                 (631) 737-8381

                                                May 19, 2003

Jeffery T. Wilson, President
Imperial Petroleum, Inc.
P.O. Box 7500 Dallas, TX 75209

Dear Sirs:

     You have requested an opinion with respect to certain matters in connection
with the filing by Imperial  Petroleum,  Inc., (the "Company") of a Registration
Statement on Form S-8 (the  "Registration  Statement")  with the  Securities and
Exchange  Commission,  covering the  registration of 750,000  shares,  par value
$0.006  per share  (the  "Shares"),  for  issuance  pursuant  to the  Consulting
Agreement with Taghman Ventures, Ltd, solely owned by Gregory C. Smith.

     In  connection  with this  opinion,  we have  examined  and relied upon the
Company's  Amended  Articles of  Incorporation  and By-Laws,  the Minutes of the
Meetings of the Board of Directors of the Company as well as the  originals  and
copies, certified to my satisfaction,  of such records,  documents certificates,
memoranda and other  instruments  as in my judgment are necessary or appropriate
to enable  me to render  the  opinion  contained  herein.  We have  assumed  the
genuineness  and  authenticity  of all  documents  submitted as  originals,  the
conformity to the originals of all documents  submitted to me as copies  thereof
and the due execution,  delivery or filing of documents,  where such  execution,
delivery or filling are a prerequisite to the effectiveness thereof.

     We have also  reviewed  the previous  filings of the  Company,  and for the
purposes of this  opinion  have relied upon the  representations  of the Company
that it is current in its filings  and that the  filings  are true and  accurate
representations  of the state of the Company when the documents  were filed.  In
addition,  it has been represented by the  shareholders  being issued shares and
states in any agreements,  that none of the shares are being issued for services
in connection  with any offer or sale of  securities in a capital  raising or to
directly or indirectly maintain a market for the securities of the Company.
On the  basis of the  foregoing,  and in  reliance  thereon,  we are of the
opinion  that the  Shares,  when  issued  in  accordance  with the  Registration
Statement and the Consulting Agreement,  or Retainer Agreement,  will be validly
issued, fully paid and non-assessable shares of the Common Stock of the Company,
and do not need to bear a restrictive legend upon them.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.

                                                Very truly yours,

                                                Michael S. Krome
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITOR

                          BRISCOE, BURKE & GRIGSBY LLP

We consent to the  incorporation by reference in the  registration  statement of
Imperial  Petroleum,  Inc.,  (the  "Company")  on Form S-8, of our report  dated
December 11, 2002, on our audit of the consolidated  financial statements of the
Company as of July 31, 2002,  and for each of the years in the three year period
ended July 31, 2002,  which report is included in the Company's Annual Report on
Form 10-K.

/s/ Briscoe, Burke & Grigsby LLP
May 19, 2003
Exhibit 99.1

     CONSULTING  AGREEMENT,  dated the 8th of May, 2003, by and between Imperial
petroleum Inc., a Nevada  corporation  having executive  offices at 11600 German
Pines, Evansville,  IN 47725 (the "Company"),  and Taghmen Ventures, Ltd. , (the
"Consultant").

                              W I T N E S S E T H :

WHEREAS,  the Consultant has considerable  knowledge of and experience providing
consulting  services  regarding  the  identification,  evaluation,  structuring,
negotiating  and closing of joint  ventures,  strategic  alliances  and business
acquisitions as well as product development (the "Business");  and WHEREAS,  the
Company  desires to obtain the benefit of  Consultant's  special  knowledge  and
experience regarding the identification,  evaluation,  structuring,  negotiating
and closing of joint ventures,  strategic alliances and business acquisitions as
well as product development and in particular in connection with the acquisition
and  financing of the  potential  Hillside Oil & Gas , LLC. And assisting in the
Company's efforts to obtain listing on the American Stock Exchange; and WHEREAS,
the Company's management has determined that it would be in the best interest of
the Company to make use of the Consultant's knowledge and experience; and

WHEREAS, Consultant desires to serve as consultant to the Company;

NOW,THEREFORE,  in  consideration  of the premises and the mutual  covenants and
agreements  herein  contained  the Company and the  Consultant  hereby  agree as
follows:

1. Term. The Company hereby engages Consultant to render the consulting services
as hereinafter set forth,  and Consultant  hereby agrees to render such services
for a period  commencing  the date hereof and  terminating  on November 31, 2003
(the "Term").

2.  Consulting  Services.  The Company  hereby retains the  Consultant,  and the
Consultant  agrees,  to render  consulting and advisory  services to the Company
during the Term hereof in connection  with the Business,  from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum  number of hours  hereunder  and the
rendering  of  all   consulting   services  shall  be  subject  in  priority  to
Consultant's own business interests.

3. Consulting Fees. In  consideration  for (i) the availability of Consultant to
render the services,  (ii) the services to be rendered by Consultant  during the
Term,  and (iii) the other  provisions  of this  Agreement,  the  Company  shall
promptly issue to the Consultant  750,000 shares of the Company's  common stock,
which shares shall be subject to an S-8 Registration.
4. Expenses.  Upon  submission of proper  vouchers or other similar  evidence of
expenditures,   the  Company  shall,  upon  request  by  Consultant,   reimburse
Consultant  for all reasonable  travel and  out-of-pocket  expenses  incurred by
Consultant in connection  with services  requested and rendered  hereunder.  All
expense items require the prior approval of the Company.

5. Notices. All notices,  requests,  demands and other communications  hereunder
shall be in  writing  and shall be deemed to have been duly  given  when  either
served  personally  or two (2) business  days after being sent priority next day
delivery by a nationally  recognized  courier or three (3)  business  days after
being mailed by certified or registered mail,  return receipt  requested;  or to
such address or to such persons as either  party shall have last  designated  by
written notice to the other.

6.  Assignability.  This Agreement  shall inure to the benefit of and be binding
upon the parties,  their  successors  and permitted  assigns.  Neither party may
assign this Agreement or its rights or obligations  hereunder  without the prior
written consent of the other party.

7. Entire  Agreement.  This instrument  constitutes the entire  agreement of the
parties  hereto with respect to the subject  matter  hereof and  supercedes  all
prior agreements and understandings, written or oral, among them with respect to
the subject  matter  hereof.  This  Agreement  may be modified only by a written
instrument signed by the parties.

8. Governing Law. This Agreement  shall be governed by and construed (both as to
validity and  performance) and enforced in accordance with the laws of the State
of Nevada  without  giving effect to the  conflicts or choice of law  provisions
thereof.

9.  Counterparts.  This Agreement may be executed in counterparts  each of which
shall be deemed an original and all of which taken together shall constitute one
and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.

----------------------------------
By:  JEFFERY T. WILSON,  President

-----------------------------------
By:  Taghmen Ventrues, Ltd.