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 Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): June 18, 2012~~1934

Date of Report (Date of earliest event reported): July 12, 2012

______________________________

IMPERIAL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-7190		65-0854631
(Commission File No.)		(IRS Employer Identification No.)

1-7190 65-0854631

(Commission File No.) (IRS Employer Identification No.)

1259 NW 21st Street

Pompano Beach, Florida 33069

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (954) 917-4114

Not Applicable

Former name or former address, if changed since last report

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

o[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) ) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) )

~~ITEM~~[ ] ~~2.03 CREATION~~Soliciting OFmaterial Apursuant ~~DIRECT~~to ~~FINANCIAL~~Rule ~~OBLIGATION~~14a-12 ORunder ~~AND~~the ~~OBLIGATION~~Exchange ~~UNDER~~Act AN(17 ~~OFF-BALANCE~~CFR ~~SHEET ARRANGEMENT OF A REGISTRANT~~240.14a-12)

~~The~~[ ] ~~principal~~Pre-commencement ~~terms~~communications ~~and~~pursuant ~~conditions~~to ofRule 14d-2(b) under the ~~Loan~~Exchange ~~Agreements~~Act ~~are~~(17 asCFR ~~follows:~~240.14d-2(b) )

●[ ] ~~The~~Pre-commencement ~~loan~~communications ~~proceeds~~pursuant ~~from the Line of Credit are~~ to beRule ~~used~~13e-4(c) tounder ~~fund~~ the ~~Borrowers’~~Exchange ~~working~~Act ~~capital~~(17 ~~needs~~CFR ~~and the transaction costs, if any, of a proposed merger between the Company and the Lender as described below~~240.13e-4(c) )

●Item ~~The~~8.01. ~~Line~~Other of Credit is secured by a first lien on substantially all of the Borrowers assets and is subject to certain financial covenants and other restrictions and limitations customarily associated with the funding of the Line of Credit.Events

●On ~~The~~June ~~Borrowers~~12, ~~may~~2012, ~~receive~~Imperial ~~advances~~Industries, ~~under~~Inc. (the ~~Line~~“Company”) ofand ~~Credit~~Q.E.P. Co., Inc. (“QEP”) entered into a non-binding Letter of upIntent (the “LOI”) with regard to ~~$100,000~~the ~~from~~proposed acquisition of the ~~Lender~~Company ~~during~~by ~~each~~QEP (the “Merger Transaction”). In the LOI, QEP has proposed to pay not more than $.30~~-day~~ ~~period~~for each outstanding share of the ~~loan~~Company’s ~~until~~common ~~borrowings~~stock. ~~reach~~QEP ahas ~~maximum~~the right to terminate the LOI at any time for any reason. The LOI automatically terminates as of ~~$500~~July 12,~~000.~~ ~~Additional~~2012 ~~advances~~unless ~~within~~a ~~any~~definitive ~~such~~merger ~~thirty~~agreement ~~day~~was ~~period~~entered ~~may~~by besuch ~~advanced~~date ator the ~~discretion~~parties ofagreed to extend the ~~Lender~~LOI.

●On ~~Interest~~July ~~will~~12, ~~accrue~~2012, the Company and beQEP ~~paid~~agreed ~~monthly~~to atextend the ~~rate~~term of ~~10%~~the ~~per~~LOI ~~annum~~until onJuly ~~the~~30, ~~amount~~2012. All other terms and conditions of ~~outstanding~~the ~~borrowings~~non-binding LOI remain in full force and effect.

● The ~~principal~~proposed ~~balance,~~Merger ~~together~~Transaction ~~with~~would ~~accrued~~be ~~and~~subject ~~unpaid~~to ~~interest~~a ~~will~~number beof ~~due~~customary ~~and~~closing ~~payable~~conditions, ~~upon~~including obtaining approval from the ~~earlier~~holders of (a) ~~December~~majority ~~14,~~of ~~2012~~the orCompany’s ~~(b)~~outstanding ~~sixty~~shares ~~(60)~~of ~~days~~common ~~following~~stock ~~the~~at ~~date~~a ~~upon~~Company ~~which~~shareholder meeting. There can be no assurance that the Company’s ~~shareholder~~will ~~meeting~~enter isinto ~~held~~a todefinitive ~~approve~~merger agreement or that the ~~merger~~Company’s ~~transaction~~shareholders aswould ~~described~~receive ~~below~~$.30 per share.

In connection with the Line of Credit, on June 12, 2012, the Company and the Lender entered into a non-binding Letter of Intent (the “LOI”) with regard to the proposed acquisition of the Company by the Lender (the “Merger Transaction”). In the LOI, the Lender has proposed to pay not more than $.30 for each outstanding share of the Company’s common stock. The Lender has the right to terminate the LOI at any time for any reason. If a definitive merger agreement is not entered into between the Company and the Lender by July 12, 2012, the LOI would automatically terminate unless extended by mutual agreement of the parties. The proposed Merger Transaction would be subject to a number of customary closing conditions, including obtaining approval from the holders of a majority of the Company’s outstanding shares of common stock at a Company shareholder meeting. There can be no assurance that the Company will enter into a definitive merger agreement or that the Company’s shareholders would receive $.30 per share.

A press release regarding the foregoing is attached hereto as Exhibit 99.1.

2Item 9.01 Financial Statements and Exhibits.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number		Description
10.4		Bridge Loan Agreement dated as of June 18, 2012, between Imperial Industries, Inc. and its wholly-owned subsidiary, Premix-Marbletite Manufacturing Co. and Q.E.P. Co., Inc.
99.1		Imperial Industries, Inc. Press Release Dated July 13, 2012
10.5		Security Agreement dated as of June 18, 2012, between Imperial Industries, Inc. and its wholly-owned subsidiary, Premix-Marbletite Manufacturing Co. and Q.E.P. Co., Inc.
99.1		Imperial Industries, Inc. press release dated June 20, 2012

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 hereunto duly authorized.

	Imperial Industries, Inc.
Dated: June 20, 2012	By:	/s/ Howard L. Ehler, Jr.
Date July 13, 2012	By:	/s/ Howard L. Ehler, Jr.
		Howard L. Ehler, Jr.
		Principal Executive Officer/
		Principal Executive Officer/Chief Operating Officer
		Chief Operating Officer

INDEX TO EXHIBITS

Exhibit Number		Description
10.4		Bridge Loan Agreement dated as of June 18, 2012, between Imperial Industries, Inc. and its wholly-owned subsidiary, Premix-Marbletite Manufacturing Co. and Q.E.P. Co., Inc.
10.5		Security Agreement dated as of June 18, 2012, between Imperial Industries, Inc. and its wholly-owned subsidiary, Premix-Marbletite Manufacturing Co. and Q.E.P. Co., Inc.
99.1		Imperial Industries, Inc. press release dated June 20, 2012

Exhibit Number		Description

99.1		Imperial Industries, Inc. Press Release Dated July 13, 2012

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