UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB


[X]      Quarterly  Report Under section 13 or 15(d) Of The Securities  Exchange
         Act Of 1934

                  For the quarterly period ended April 30, 2006

[ ]      Transition  Report  under  Section  13 or  15(d)  of the  Securities
         Exchange Act of 1934

        For the transition period from _______________ to _______________

                         Commission file number: 0-21169

                     Imperial Petroleum Recovery Corporation
           (Name of small business issuer as specified in its charter)

                          Nevada                            76-0529110
              (State or other jurisdiction of            (I.R.S. Employer
              incorporation or organization)           Identification No.)

                           138 Seaberg Industrial Road
                               Dayton, Texas 77535
               (Address of principal executive offices) (Zip Code)

                                 (281) 821-1110
                (Issuer's telephone number, including area code)

         Securities Registered under Section 12 (b) of the Exchange Act:

                                      None

         Securities Registered under Section 12 (g) of the Exchange Act:

                    Common Stock, par value $0.001 per share
                                (Title of Class)


Check if the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
as the issuer was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes |_| No |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|


As of July 6, 2006 40,898,180 shares of the Company's common stock were
outstanding.


Transitional small business disclosure format: |_| Yes |X| No


<PAGE>



<TABLE>
<CAPTION>



                                Table of Contents
<S>                                                                          <C>

Part I   1
------

         Item 1   Financials Statements.........................................1
         ------------------------------
                  Consolidated Balance Sheets (Unauidted).......................2
                  ---------------------------------------
                  Consolidated Statements of Operations (Unaudited).............3
                  -------------------------------------------------
                  Consolidated Statements of Cash Flows (Unaudited).............4
                  -------------------------------------------------
         Item 2   Management's Discussion and Analysis or Plan of Operation.....12
         ------------------------------------------------------------------
         Item 3    Controls and Procedures......................................16
         ---------------------------------

Part II- Other Information......................................................17
--------------------------

         Item 1    Legal Proceedings............................................17
         ---------------------------
         Item 2    Unregistered Sales of Equity Securities and Use of Proceeds..17
         ---------------------------------------------------------------------
         Item 3    Defaults upon Senior Securities..............................17
         -----------------------------------------
         Item 4    Submission of Matters to a Vote of Security Holders..........17
         -------------------------------------------------------------
         Item 5    Other Information............................................17
         ----------------------------
         Item 6    Exhibits and Reports on Form 8-K.............................18
         ------------------------------------------
                  Signatures....................................................20
                  ----------
                  Exhibits Index................................................21
                  --------------
                  Certifications................................................23
                  --------------


</TABLE>




Part I


Item 1   Financials Statements


This quarterly report contains forward-looking  statements within the meaning of
the  federal  securities  laws,  including  statements  concerning   anticipated
revenues,  future  marketing  plans for the  MST-1000,  and  similar  statements
concerning  anticipated  future events and expectations  that are not historical
facts. The statements are subject to numerous risks and uncertainties, including
the effects of economic conditions;  the availability of capital; the dependence
on key customers;  competitive conditions; and the various risks associated with
developing  and  marketing a new  process/technology  which  could cause  actual
results  to  differ  materially  from  those  expressed  in or  implied  by  the
statements herein.  Due to such  uncertainties and risks,  readers are cautioned
not to place undue reliance on such forward-looking statements, which speak only
as of the date hereof.


In some cases, you can identify  forward-looking  statements by terminology such
as "may,"  "will,"  "should,"  "expects,"  "plans,"  "anticipates,"  "believes,"
"estimates,"  "predicts,"  "potential,"  or the negative of these terms or other
comparable terminology. These statements are only predictions.  Actual events or
results may differ materially.

                                       1
<PAGE>

<TABLE>
<CAPTION>

                     Imperial Petroleum Recovery Corporation
                           Consolidated Balance Sheets

                                   (Unaudited)

                                     ASSETS


                                                                                 ---------------------------------
                                                                                   April 30,           October 31,
                                                                                    2006                   2005
                                                                                 ------------         ------------

CURRENT ASSETS
<S>                                                                              <C>                  <C>
Cash and cash equivalents                                                        $  2,618,751         $  1,506,515
Trade accounts receivable, net                                                           --                  2,000
Other receivable                                                                        4,000                 --
Other receivable - related party                                                          144                1,344
Inventory                                                                             552,407              480,390
Prepaid expenses                                                                       26,885                 --
                                                                                 ------------         ------------
Total current assets                                                                3,202,187            1,990,249
PROPERTY AND EQUIPMENT, net                                                           950,255              135,278
OTHER ASSETS, net of accumulated amortization of $28,003 and $25,613,
respectively                                                                           56,936               46,316
                                                                                 ------------         ------------
Total assets                                                                     $  4,209,378            2,171,843
                                                                                 ============         ============

                      Liabilities and STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Trade accounts payable                                                           $    286,489         $    568,364
Other payables - related parties                                                       20,121               30,661
Accrued liabilities                                                                   803,329              877,716
Current maturities of long-term obligations                                           834,142            1,107,889
                                                                                 ------------         ------------
Total current liabilities                                                           1,944,081            2,584,630

Long-term obligations, less current maturities                                      1,209,713            1,057,796
Securities of Consolidated Subsidiary                                               3,940,877            1,320,777
                                                                                 ------------         ------------
Total liabilities                                                                   7,094,671            4,963,203

STOCKHOLDERS' DEFICIT
Common stock, par value $0.001; authorized 100,000,000 shares; issued and
outstanding 40,898,180 and 40,085,029 shares respectively                              40,899               40,085
Additional paid-in capital                                                         15,290,880           15,104,668
Accumulated deficit                                                               (18,217,072)         (17,936,113)
                                                                                 ------------         ------------
Total stockholders' deficit                                                        (2,885,293)          (2,791,360)
                                                                                 ------------         ------------
                                                                                 $  4,209,378         $  2,171,843
                                                                                 ============         ============
</TABLE>
        The accompanying notes are an integral part of these statements.


                                       2


<PAGE>

<TABLE>
<CAPTION>

                     Imperial Petroleum Recovery Corporation

 Consolidated Statements of Operations for the Three and Six Months Ended April 30

                                   (Unuadited)

                                                                 For the three                        For the six
                                                              months ended April 30,              months ended April 30,
                                                         ------------------------------      -------------------------------
                                                              2006             2005              2006               2005
                                                         -------------     ------------      ------------       ------------
<S>                                                      <C>               <C>               <C>                <C>
Revenues                                                 $       --        $       --        $       --         $       --
Cost of goods sold                                               --                --                --                 --
                                                         ------------      ------------      ------------       ------------
Gross profit (loss)                                              --                --                --                 --

Operating expenses
Selling, general and administrative expenses                  242,752           369,926           553,010            561,568
Research and development                                       32,334             5,107            50,048              9,442
Depreciation and Amortization                                  28,100            32,587            56,201             66,267
                                                         ------------      ------------      ------------       ------------
Total operating expenses                                      303,186           407,620           659,259            637,277
                                                         ------------      ------------      ------------       ------------
Loss from operations                                         (303,186)         (407,620)         (659,259)          (637,277)

Other income (expense)
Interest Income                                                11,495               270            23,662                285
Gain on extinguishment of debt                                 25,952           574,226           237,760          2,190,586
Loss of Non-Controlling Interests in Consolidated
Subsidiary                                                    273,495              --             479,900               --
Gain on disposition of assets                                    --                --                --               11,466
Rental Income                                                   4,000              --               4,000               --
Interest expense                                             (247,588)          (96,631)         (367,026)          (248,716)
Other Income (expense)                                           --                --                   4               --
                                                         ------------      ------------      ------------       ------------
Total other income (expense), net                              67,354           477,865           378,300          1,953,621
                                                         ------------      ------------      ------------       ------------
Net Income (loss)                                        $   (235,832)     $     70,245      $   (280,959)      $  1,316,344
                                                         ============      ============      ============       ============
Net Income (loss) per common share-basic and diluted     $      (0.01)     $       0.00      $      (0.01)      $       0.04

Weighted average common shares outstanding - basic and
diluted                                                    40,898,180        37,501,601        40,547,761         30,989,918


</TABLE>

        The accompanying notes are an integral part of these statements.


                                        3


<PAGE>

<TABLE>
<CAPTION>

                     Imperial Petroleum Recovery Corporation


     Consolidated Statements of Cash Flows for the Six Months Ended April 30

                                   (Unaudited)
                                                                                          For the six
                                                                                       months ended April 30,
                                                                                   -------------------------------
                                                                                      2006                2005
                                                                                   -----------         -----------
Increase (decrease) in cash and cash equivalents Cash flows from operating
activities:
<S>                                                                                <C>                 <C>
Net Income (loss)                                                                  $  (280,959)        $ 1,316,344
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization                                                           56,201              66,267
Loss of Non-Controlling Interests in Consolidated Subsidiary                          (479,900)               --
Share-based compensation                                                                  --               184,000
Discount amortization on 12% secured convertible notes                                 169,090                --
Interest accretion on Guaranteed Investment Contract                                      --                73,197
Gain on settlement of debt for stock                                                   (29,815)         (2,103,808)
Gain on write-off of accounts payable                                                 (207,944)            (86,778)
(Gain)/loss on disposal of property and equipment                                         --               (11,466)
Changes in assets and liabilities:
    Trade accounts receivable                                                            2,000                 200
    Other receivables                                                                   (4,000)               --
    Other receivables, related party                                                      --                (9,000)
    Employee Advances                                                                    1,200              (2,444)
    Inventory                                                                          (72,017)            (45,000)
    Prepaid expenses                                                                   (26,885)              4,000
    Other assets                                                                       (13,011)              6,048
    Trade accounts payables                                                           (107,941)            (65,462)
    Other payables, related party                                                      (10,540)             (6,799)
    Accrued liabilities                                                                176,463             170,892
                                                                                   -----------         -----------
        Total adjustments                                                             (547,099)         (1,826,153)
                                                                                   -----------         -----------
        Net cash used in operating activities                                         (828,058)           (509,809)
                                                                                   -----------         -----------
Cash flows from investing activities:
Purchases of property and equipment                                                   (868,786)               --
Proceeds from disposal of property and equipment                                          --                 2,658
                                                                                   -----------         -----------
Net cash (used) in investing activities                                               (868,786)              2,658
                                                                                   -----------         -----------
  Cash flows from financing activities:
  Proceeds from sales of securities of consolidated subsidiary                       3,100,000                --
  Proceeds from issuance of long-term obligations                                         --               325,000
  Principal payments on current portion of long-term obligations                      (290,920)            (18,444)
                                                                                   -----------         -----------
  Net cash provided by financing activities                                          2,809,080             306,556
                                                                                   -----------         -----------
  Net increase (decrease) in cash and cash equivalents                               1,112,236            (200,595)
  Cash and cash equivalents at beginning of period                                   1,506,515             412,156
                                                                                   -----------         -----------
  Cash and cash equivalents at end of period                                       $ 2,618,751         $   211,561
                                                                                   ===========         ===========

  Supplemental disclosure of cash flow information
  Cash paid during the period for interest                                         $     2,056         $     5,018
  Cash paid during the period for taxes                                            $         -         $         -
</TABLE>



        The accompanying notes are an integral part of these statements.


                                       4


<PAGE>


                     Imperial Petroleum Recovery Corporation

              Notes to Unaudited Consolidated Financial Statements



Interim Financial Information


In the opinion of the management of Imperial Petroleum Recovery Corporation, the
accompanying  unaudited  consolidated  financial  statements  include all normal
adjustments  considered necessary to present fairly the financial position as of
April 30, 2006 and the results of operations  for the three and six months ended
April 30, 2006 and 2005,  and cash flows for the six months ended April 30, 2006
and 2005.  Interim results are not necessarily  indicative of results for a full
year.


The  consolidated  financial  statements and notes are presented as permitted by
Form 10-QSB,  and do not contain certain  information  included in the Company's
audited  consolidated  financial  statements and notes for the fiscal year ended
October 31, 2005.


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.       Inventories

         Inventory  consists of  components  to be assembled  into the Company's
products.  Inventory is valued at lower of cost or market. As of April 30, 2006,
the Company had $552,407 of inventory.

2.       Warrants, Stock options & Restricted stock program

         We have stock-based  employee  compensation plans. As permitted by SFAS
123,  "Accounting for Stock-Based  Compensation," we continue to account for our
stock  options  in  accordance  with APB 25,  "Accounting  for  Stock  Issued to
Employees."  Employee  stock options are granted at or above the market price at
dates of grant which does not require us to recognize any compensation  expense.
These  options  expire in five years.  The proceeds  from options  exercised are
credited to shareholders' equity.

         On February 1, 2006, the Company adopted SFAS No. 123(R),  "Share-Based
Payment" ("SFAS  123(R)").  SFAS 123(R) replaced SFAS No. 123 and supersedes APB
Opinion No. 25. SFAS 123(R)  requires  all  share-based  payments to  employees,
including  grants of employee stock  options,  to be recognized in the financial
statements  based on their fair  values.  The pro forma  disclosures  previously
permitted  under SFAS 123 are no longer an  alternative  to financial  statement
recognition.  The Company  adopted SFAS 123(R)  using the  modified  prospective
method which requires the application of the accounting standard for all periods
beginning after December 15, 2005. The consolidated  financial  statements as of
and for the quarter  ended April 30,  2006  reflect the impact of adopting  SFAS
123(R).  In accordance with the modified  prospective  method,  the consolidated
financial statements for prior periods have not been restated to reflect, and do
not include, the impact of SFAS 123(R).

         If we had elected to recognize  compensation  expense based on the fair
value at the date of grant,  for awards  granted during the three and six months
ended April 30, 2005, consistent with the provisions of SFAS 123, our net income
and earnings per share would have been reduced to the  following  unaudited  pro
forma amounts:

                                       5
<PAGE>


                     Imperial Petroleum Recovery Corporation

              Notes to Unaudited Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                                                       For the three       For the six
                                                                                       months ended       months ended
                                                                                      April 30, 2005     April 30, 2005
                                                                                     ------------------ ---------------
<S>                                                                                  <C>                 <C>
Net Income (loss) as reported                                                        $      70,245       $   1,316,344
Pro forma effect of expensing stock based compensation plans using fair value        $    (120,000)      $    (120,000)
method
                                                                                     -------------       -------------
Net Income (loss) as adjusted                                                        $     (49,755)      $   1,196,345

BASIC EARNINGS PER COMMON SHARE:
Net income (loss) as reported                                                        $        0.00       $        0.04
Pro forma effect of expensing stock based compensation plans using fair value        $       (0.00)      $       (0.00)
method
Basic earnings per common share, as adjusted                                         $       (0.00)      $        0.04
</TABLE>




NOTE B - GOING CONCERN

         The accompanying  consolidated  financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America,  which  contemplate  continuation of the Company as a going concern.
The Company has not generated any revenue  during the six months ended April 30,
2006, and has sustained  substantial losses from operations since inception.  As
of April 30, 2006, the Company's current assets exceeded its current liabilities
by  $1,258,106;  it had $75,442 of debt  obligations  that were past due, and an
accumulated deficit of $18,217,072.  During the six months ended April 30, 2006,
the Company  used  $828,058 of cash in  operating  activities,  which was funded
primarily through the issuance of debt, rather than provided by its operations.


         In  view  of  the  matters   described  in  the  preceding   paragraph,
recoverability  of a major  portion of the recorded  asset  amounts shown in the
accompanying  balance  sheet  is  dependent  upon  continued  operations  of the
Company,  which in turn is  dependent  upon the  Company's  ability  to meet its
financing  requirements on a continuing basis, to maintain present financing and
to succeed in its future operations.  The consolidated  financial  statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and  classification  of liabilities that might
be necessary should the Company be unable to continue in existence.

         The  Company  continues  to take  the  following  steps to  revise  its
operating and financial requirements which it believes are sufficient to provide
the Company  with the ability to continue in existence as described in detail in
its October 31, 2005  consolidated  financial  statements.  Recent events are as
follows:

         The  Company  purchased  land  last  quarter  to  construct  a plant to
manufacture  Biodiesel for  Agribiofuels in which IPRC has 20% ownership as well
as a management and technology agreement that utilizes the Company's MST system.
In addition  the Company is in the process of  securing  its  financing  for the
plant which  initially will have a capacity of 20 million  gallons and a planned
36 million gallon capacity by the end of 2009.

         In January 2006 the Company  filed for its patents using the MST in the
production  of  biodiesel  which  follows up its  provisional  patents  filed in
February of 2005.

         The Company is in  discussions  with certain oil  refineries  to secure
demonstration locations for the MST system where it has strategic value.


                                       6
<PAGE>



                     Imperial Petroleum Recovery Corporation

              Notes to Unaudited Consolidated Financial Statements


         The Company is also in discussions with ESSO to schedule its startup of
the MST 1000 system purchased in the construction for its gathering and pipeline
facility  in Chad  Africa.  There  has been a delay  for  various  economic  and
political  reasons as to the startup of the unit.  The Company  expects that the
startup  should  occur before the end of the  Company's  fiscal year October 31,
2006.


NOTE C - LONG TERM OBLIGATIONS


   Effective as of January 1, 2006, we entered into a second forbearance
agreement in connection with a marketing agreement, dated October 6, 1999,
between the Company and Mobil Technology Company ("MTC"), pursuant to which we
owe the successor in interest to MTC a principal amount of $1,000,000. Pursuant
to the 1999 agreement, MTC provided IPRC a $1,000,000 security deposit, which
IPRC was to repay on August 10, 2003. Pursuant to the first forbearance
agreement, dated June 8, 2004, if the Company entered into a contract for the
sale, or license of one or more MST units by October 31, 2004, the Company was
obligated to payoff the security deposit in six (6) quarterly installments. If
IPRC failed to enter into a contract for the sale, or license of one or more MST
units by October 31, 2005 or failed to payoff the security deposit by December
31, 2005, then IPRC would accrue interest on the unpaid security deposit plus
any accrued interest, at a rate equal to the prime rate of Citibank (New York)
at the close of business on the last business day of the calendar year
immediately preceding each respective year plus 4%. Under the second forbearance
agreement, we agreed to pay the successor in interest of MTC a total of $500,000
by December 31, 2006, of which $200,000 shall be paid on or before March 1,
2006, $75,000 on or before March 31, 2006, $75,000 on or before June 30, 2006,
$75,000 on or before September 30, 2006 and $75,000 on or before December 31,
2006. As long as this second forbearance agreement is not in default the
successor shall waive the remaining principal balance as well as any accrued
interest that may have been owed under the agreement. To date, the Company has
made the scheduled payments pursuant to the forbearance agreement.

                                       7

<PAGE>

                     Imperial Petroleum Recovery Corporation

              Notes to Unaudited Consolidated Financial Statements


NOTE D- RELATED PARTY TRANSACTIONS

         The Company has at various times entered into transactions with related
parties,  including officers,  directors and major  shareholders,  wherein these
parties have advanced or loaned funds to the Company needed to support its daily
operations.

         In addition  to other  matters  the  Company  had the  following  party
transactions:

     1. Agribiofuels, LLC.,("Agribiofuels")

         Agribiofuels,  LLC., ("Agribiofuels") is an entity in which the Company
owns a portion of the Agribiofuels' equity, a board member of the Company serves
as a manager of  Agribiofuels  and the major  stockholder  of the Company owns a
majority portion of the Agribiofuels' equity.  During fiscal 2005,  Agribiofuels
and the  Company  signed a  management  agreement  to  provide  certain  general
business,   financial   consultation  and  advice  and  management  services  to
Agribiofuels  in  connection  with the  operation of its business and to provide
technology and training in operating Microwave Separation  Technology ("MST") in
the manufacture of biodiesel product. Per the management agreement, Agribiofuels
agreed to pay  $75,000  per month from  August  through  December  31,  2005 and
$120,000 per month during the  construction  and  development  period  beginning
January 1, 2006.  For the quarter ended April 30, 2006,  Agribiofuels  paid IPRC
$360,000. In addition, once the biodiesel facility is operational,  Agribiofuels
will pay IPRC a technology and licensing fee based upon throughput.  In February
of 2006 IPRC signed a note agreement whereby  Agribiofuels would loan IPRC up to
$500,000.  Interest  will accrue at 8%. The  principal  and  interest are due in
February  of 2010.  The note can be prepaid at  anytime.  The note is payable in
cash or payments owed to IPRC under its  technology  agreement may be applied to
the note  balance.  As of April 30, 2006 the Company had borrowed  $275,000 from
Agribiofuels.



   2.    Employee Benefits


         During 2004 an entity owned by the CEO and CFO of the Company  provided
benefits to certain employees utilizing a professional  employment  organization
("PEO").  During the quarter and the six months ended April 30, 2006 the Company
paid $28,904 and $65,982  respectively  for this service compared to the quarter
and the six months ended April 30, 2005 of $12,000 and $24,000.


         The employees  covered were paid a portion of their salaries  amounting
to $15,250 and $37,000 for the quarter and the six months  ended April 30, 2006,
respectively  compared to $3,000 and $6,000 for the quarter and six months ended
April 30,  2005,  respectively.  The entity  owned by the Mr.  Springer  and Mr.
Gaiennie had an existing  contract with the PEO as the Company's  credit made it
difficult to purchase insurance for its employees.


NOTE E - SECURITIES OF CONSOLIDATED SUBSIDIARY, NET

         The  Company  is the  manager  of  Agribiofuels  as  provided  by their
management  agreement.  In  the  Company's  judgment  it can  exert  significant
influence over the policies and decisions of  Agribiofuels  although the Company
does not have a majority interest.  In accordance with the FASB issued Financial
Interpretation (FIN) No. 46(R),  Consolidation of Variable Interest Entities, an
Interpretation  of ARB No. 51; the accounts and operations of  Agribiofuels  are
included in these consolidated  financial statements.  Significant  transactions
with Agribiofuels have been eliminated in consolidation.


                                       8
<PAGE>

                     Imperial Petroleum Recovery Corporation

              Notes to Unaudited Consolidated Financial Statements


NOTE F - INCOME (LOSS) PER COMMON SHARE


<TABLE>
<CAPTION>

                                                             For the three months ended     For the six months ended
                                                                      April 30                       April 30
                                                                  2006           2005           2006          2005
                                                             ------------    -----------    -------------  -----------
<S>                                                          <C>             <C>            <C>            <C>
Net Income loss per common share - basic and
diluted Net Income (loss) available
to common shareholders-basic and
diluted                                                      $   (235,832)   $    70,245    $   (280,959)  $ 1,316,344

Common shares outstanding during the entire period             40,898,180     34,900,792      40,085,029    20,845,687
Weighted average common shares issued during the period              --        2,600,809         462,732    10,144,231
                                                             ------------    -----------    ------------   -----------
Weighted average number of common shares used in basic and     40,898,180     37,501,601      40,547,761    30,989,918
diluted EPS

Net loss per share - basic and diluted                       $      (0.01)   $      0.00    $      (0.01)  $      0.04
                                                             ============    ===========    ============   ===========
</TABLE>


         The average number of shares  relating to all  outstanding  options and
warrants ("out of the money") and to potentially  convertible  debt  instruments
have been  omitted  from the  computation  of diluted loss per share where their
inclusion  would  have been  antidilutive  for all  periods  in which  they were
outstanding.
                                       9


<PAGE>





Item 2   Management's Discussion and Analysis or Plan of Operation


         The following  discussions  of our results of operations  and financial
position  should  be  read  in  conjunction  with  the  consolidated   financial
statements  and notes  pertaining  to them that  appear  elsewhere  in this Form
10-QSB.  Management  is of the  opinion  that  inflation  and  changing  prices,
including foreign exchange fluctuations, will have little, if any, effect on our
financial position or results of its operations.


         The following  discussions  of our results of operations  and financial
position  should  be  read  in  conjunction  with  the  consolidated   financial
statements  and notes  pertaining  to them that  appear  elsewhere  in this Form
10-QSB.  Management  is of the  opinion  that  inflation  and  changing  prices,
including foreign exchange fluctuations, will have little, if any, effect on our
financial  position or results of the  Company's  operations.  But,  this report
contains  forward-looking  statements  within the  meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934.
All statements other than statements of historical or current facts,  including,
without limitation,  statements about our business strategy,  plans,  objectives
and future  prospects,  are  forward-looking  statements.  Such  forward-looking
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results  to differ  materially  from  these  expectations,  which  could  have a
material  adverse  effect on our business  and thereby  cause our stock price to
decline.


Critical Accounting Policies


         Our  consolidated  financial  statements are based on the selection and
application of accounting  principles generally accepted in the United States of
America,  which require us to make estimates and assumptions about future events
that affect the amounts  reported in our consolidated  financial  statements and
the  accompanying  notes.  Future events and their effects  cannot be determined
with absolute certainty.  Therefore, the determination of estimates requires the
exercise of judgment.  Actual results could differ from those estimates, and any
such differences may be material to the consolidated  financial  statements.  If
different  assumptions  or  conditions  were to prevail,  the  results  could be
materially different from our reported results.


Overview


         Imperial Petroleum Recovery Corporation (the "Company" or "IPRC"), with
its wholly owned  subsidiary  Petrowave  Corporation,  is a Houston based public
company  that  has  patented  microwave  technology  for  use in  petroleum  and
alternative energy applications, called Microwave Separation Technology ("MST").
IPRC's  goal is to  become a  leader  in  developing  and  marketing  innovative
commercial  radio frequency ("RF") energy  applications  that can be used within
the petroleum and other industries to treat emulsions containing oil, water, and
solids or in the production  process to enhance  process  efficiency and improve
our customers' end product.


         The  Company  currently  offers  MST to the oil field  industry  and is
developing  the  use of MST in the  marine  industry  and in the  production  of
biodiesel.  MST technology uses commercial  radio  frequencies to separate water
and oil emulsions. Emulsions are homogenous mixtures of oil and water components
(or other normally immiscible components).


         During  the  second   quarter  ended  April  30,  2006,  the  Company's
management  continued its focus on  implementing a business model  consisting of
five (5) critical areas:


1.       Raising Additional Capital
2.       Settling Prior Obligations
3.       Bringing SEC Filings Up-To-Date
4.       Establishing Strategic Relationships
5.       Developing New MST Applications

       Recent events are as follows:


                                       10
<PAGE>

         The Company,  through it subsidiary  Agribiofuels,  recently  purchased
land to construct a plant to manufacture  biodiesel  fuel.  IPRC owns 20% of the
equity  of  Agribiofuels  and  manages  Agribiofuels  though  a  management  and
technology  agreement  that utilizes the  Company's MST system.  In addition the
Company  is in the  process  of  securing  its  financing  for the  plant  which
initially  will have a capacity  of 20 million  gallons and a planned 36 million
gallon capacity by the end of 2009.

         In January 2006 the Company  filed for its patents using the MST in the
production  of  biodiesel  which  follows up its  provisional  patents  filed in
February of 2005.

         The Company is in  discussions  with certain oil  refineries  to secure
demonstration locations for the MST system where it has strategic value.


         Developing New MST Applications.  The Company has identified additional
technical  opportunities for its MST in applications involving biodiesel,  bilge
water, and environmental hydrocarbon clean-up. In January 2005 the Company began
testing to validate the impact of the MST on increasing the biodiesel production
process, thus adding production capacity to existing operations.  In addition to
biodiesel,   the  Company  has  continued  to  evaluate  the  opportunities  for
introducing the MST into the marine industry's bilge water treatment process.



                                       11


<PAGE>




Results of Operations


         For the Quarter  Ended April 30,  2006,  Compared to the Quarter  Ended
April 30,  2005 and the six months  ended  April 30,  2006,  Compared to the six
months ended April 30, 2005


Selling, General and Administrative


         General and  administrative  expenses  for the quarter  ended April 30,
2006  totaled  $242,752  compared to $369,926  for same period in 2005 for a net
decrease of $127,174.  This decrease was primarily  comprised of the issuance of
stock to officers  and  employees  valued at $184,000  during the 3 months ended
April 30, 2005  partially  offset by an a increase in salaries  and wages as the
Company's  headcount was 6 full-time and 1 part-time employees as well as 2 full
time  consultants  for the  entire  quarter  ended  2006 vs. 4  full-time  and 2
part-time employees for the quarter ended 2005.


         General and administrative  expenses for the six months ended April 30,
2006  totaled  $553,010  compared to $561,568  for same period in 2005 for a net
decrease of $8,558.  This decrease was primarily  comprised of a the issuance of
stock to officers and employees in the six months ended April 30, 2005 offset by
an increase in salaries and wages as the Company had 6 full-time and 1 part-time
employee as well as 2 full time consultants for the entire six months ended 2006
vs. 4 full-time and 2 part-time employees for the six months ended 2005.


Interest Expense


         During  the  quarter  ended in April  30,  2006 and 2005,  the  Company
recorded interest expense of $247,588 and $96,631  respectively,  an increase of
$150,957.  The  increase  for  the  quarter  in  2006  was  the  result  of  the
amortization  of the debt discount of the 12%  Convertible  notes for the second
quarter ended April 30, 2006.


         During the six months  ended in April 30,  2006 and 2005,  the  Company
recorded interest expense of $367,026 and $248,716 respectively,  an increase of
$118,310.  The  increase  for the six  months  ended in 2006 was a result of the
amortization of the debt discount of the 12%  Convertible  notes increase in the
debt outstanding for the six months ended April 30, 2006 vs. 2005.


Gain on Extinguishment of Debt


         During the  quarter  ended in April 30,  2006,  and 2005,  the  Company
recorded gain on extinguishment of debt of $25,952 and $574,226 respectively,  a
decrease of $548,274.  The decrease  during the quarter ended April 30, 2006 was
the result of the Company settling the guaranteed investment contract as well as
deferred  salary  amounts owed to employees both current and former in the three
months ended April 30, 2005 vs. minor settlements in 2006.


         During the six months  ended in April 30, 2006,  and 2005,  the Company
recorded gain on extinguishment of debt of $237,760 and $2,190,586 respectively,
a decrease of  $1,952,826.  The  decrease  during the six months ended April 30,
2006 was the  result  of the  Company  settling  past  due  notes  payable,  the
guaranteed investment contract, deferred salary amounts and accounts payable for
discounts in the six months ended April 30, 2005 vs. lesser  settlements  in the
six months ended April 30, 2006 as the Company had settled or restructured  most
of the past due liabilities during 2005.


                                       12
<PAGE>


Going Concern


         For the year ended October 31, 2005, the Company's independent auditors
stated that the Company's  financial  condition raises  substantial doubts about
its ability to continue as a going  concern.  The Company has generated  limited
revenue  through  April 30,  2006,  and has  sustained  substantial  losses from
operations since inception. In addition, as of April 30, 2006, the Company's had
$75,442 of debt  obligations  that were past due, and an accumulated  deficit of
$18,217,072.  During the six months  ended  April 30,  2006,  the  Company  used
$828,058 of cash in operating activities,  which was funded through the issuance
of  debt,  rather  than  provided  by its  operations.  These  conditions  raise
substantial  doubt as to the  ability  of the  Company  to  continue  as a going
concern.  Management  will be  required  to, and expects  to,  raise  additional
capital  through  the  issuance  of debt  securities  and  offerings  of  equity
securities  to fund the  Company's  operations,  and will  attempt  to  continue
raising  capital  resources  until such time as the Company  generates  revenues
sufficient to maintain itself as a viable entity. However, there is no assurance
that such financing will be obtained.


Liquidity and Capital Resources


         The Company currently uses cash generated  primarily from its financing
activities  and  expects  to  continue  to do so  until  it is able to  generate
sufficient  capital  from its  operating  activities.  The  Company  expects  to
continue to experience substantial working capital requirements. As of April 30,
2006,  IPRC's  aggregate  current   liabilities  were  $1,944,081   compared  to
$2,584,630  at October 31,  2005.  On April 30,  2006,  the Company had positive
working capital of $1,258,106  compared to negative  working capital of $594,381
at October 31, 2005.

         As of April 30, 2006, the Company had cash of $2,618,751. Giving effect
to the closing of the sale of the notes in August 2005 and the  execution of the
management agreement with Agribiofuels,  LLC, we believe we have sufficient cash
to fund current  operations  through  December 2006. The Company's  current burn
rate is $138,000 per month.  As the  operations of the Company ramp up, our burn
rate is expected to increase to $150,000 per month.  The Company used $1,314,550
to fund its operations and settle  existing debt for fiscal 2005. This money was
used for research and development and for general and  administrative  expenses.
The  Company is funding its 2006 fiscal  expenditures,  commitments  and capital
requirements  primarily  through cash flows from financing  activities,  with an
increasing amount of the Company's working capital requirements provided through
cash  flows  from  operations.  There  can be no  assurance  that the  Company's
operations will be able to generate sufficient capital from operations. Further,
there can be no  assurance  that the  Company  will be able to raise  sufficient
funds from financings to fund its working capital requirements, or if financings
occur,  that they would be  completed on terms  favorable  to the  Company.  The
Company  anticipates  that it will need to engage in best  efforts  sales of its
securities to raise needed working capital.  Failure to raise necessary  working
capital will cause us to curtail operations.

Operating Activities


         Cash used in operating activities during the six months ended April 30,
2006,  amounted to $828,058,  an increase of $318,249,  over the $509,809 of net
cash used in operating activities during the six months ended in April 30, 2005.
The  increase is  primarily  due to increase in cash  charges for the six months
ended  April 30,  2006 vs. non cash  charges in the six months  ended  April 30,
2005. The Company also used cash to fund inventory and other asset items as well
as to pay down its accounts  payable  during the six months ended April 30, 2006
vs. the six months ended April 30, 2005.


Investing Activities.


         Cash used in investing activities during the six months ended April 30,
2006, amounted to $868,786, a increase of $871,444,  over the $2,658 of net cash
provided by in investing  activities during the six months ended April 30, 2005.
The  Company  purchased  land in the six months  ended April 30, 2006 in Dayton,
Texas to build a Biodiesel Manufacturing Facility as well as a technology center
vs. the  Company  sold two  vehicles  to related  party with a net book value of
$3,534 for cash  proceeds  of $2,658 and the related  party  forgiving a related
party  payable of $12,343.  This resulted in a gain on sale of assets of $11,466
in the six months ended April 30, 2005.


                                       13
<PAGE>

Financing Activities.


         The  Company  has  financed  its  operating  and  financing  activities
primarily  from the proceeds of private  placements  of common stock and through
debt.  During the six months  ended  April 30,  2006,  the  Company's  financing
activities  amounted  to  net  cash  provided  of  $2,809,080,  an  increase  of
$2,502,524,  over the  $306,556  of net cash  provided by  financing  activities
during the six months ended April 30, 2005.


Item 3    Controls and Procedures


         The Company  maintains  disclosure  controls  and  procedures  that are
designed to ensure that information required to be disclosed in its Exchange Act
reports is recorded, processed,  summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to its management,  including its Chief Executive Officer/Chief
Financial Officer, as appropriate,  to allow timely decisions regarding required
disclosure  based  closely  on  the  definition  of  "disclosure   controls  and
procedures"  in Rule  13a-15(e).  In designing  and  evaluating  the  disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated,  can provide only reasonable assurance
of achieving the desired  control  objectives,  and management  necessarily  was
required to apply its judgment in evaluating the  cost-benefit  relationship  of
possible controls and procedures.


         At the end of the  period  covered  by this Form  10-QSB,  the  Company
carried out an evaluation,  under the supervision and with the  participation of
its management,  including its Chief Financial Officer,  of the effectiveness of
the design and operation of Company's disclosure controls and procedures.  Based
upon the foregoing,  the Company's Chief  Executive  Officer and Chief Financial
Officer  concluded  that,  as of April 30,  2006,  the  disclosure  controls and
procedures  of the Company  were not  effective  to ensure that the  information
required to be disclosed  in the  Company's  Exchange Act reports was  recorded,
processed, summarized and reported on a timely basis.


         In connection  with the completion of its audit of, and the issuance of
its report on the consolidated  financial statements of the Company for the year
ended October 31, 2005, Malone & Bailey, PC identified deficiencies in Company's
internal  controls related to the accrual of liabilities and the related expense
recognition,  and  disclosure  controls  relating  to  such  transactions.   The
adjustments  to these  accounts and the footnote  disclosure  deficiencies  were
detected in the audit process and have been appropriately recorded and disclosed
in its Form 10-KSB.  We are in the process of improving our internal controls in
an effort to remediate these deficiencies.  Additional effort is needed to fully
remedy  these  deficiencies  and we are  continuing  our  efforts to improve and
strengthen our control  processes and  procedures.  Our management and directors
will  continue to work with our  auditors and other  outside  advisors to ensure
that our controls and procedures are adequate and effective.


         There were no changes in internal  controls  over  financial  reporting
that  occurred  during the quarter  ended April 30, 2006,  that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.


                                       14
<PAGE>



Part II- Other Information


Item 1    Legal Proceedings


         The Company is subject to litigation from time to time arising from its
normal  course  of  operations.  Management  does  not  believe  that  any  such
litigation  and  claims  that have  arisen  have  merit or that they will have a
material effect on the Company's financial position or results of operations.


Item 2    Unregistered Sales of Equity Securities and Use of Proceeds


         In December 2005 the Company settled $216,840 of deferred salaries with
the former  Officers  of the  Company by issuing  813,151  shares of the Company
stock.

Item 3    Defaults upon Senior Securities


         In June 2004, IPRC entered into a security deposit payment  forbearance
agreement  with the  successor  in  interest  to  Mobil  Technology  Company  in
connection with the marketing  agreement entered into in October 1999 with Mobil
Technology Company ("MTC").  Pursuant to the 1999 agreement, MTC provided IPRC a
$1,000,000  security  deposit,  which  IPRC  was to repay on  August  10,  2003.
Pursuant to the  forbearance  agreement,  if the Company entered into a contract
for the sale,  or  license  of one or more MST units by October  31,  2004,  the
Company  was  obligated  to payoff the  security  deposit  in six (6)  quarterly
installments. If IPRC fails to enter into a contract for the sale, or license of
one or more MST  units by  October  31,  2005 or fails to  payoff  the  security
deposit by December  31,  2005,  then IPRC shall  accrue  interest on the unpaid
security deposit plus any accrued interest, at a rate equal to the prime rate of
Citibank  (New York) at the close of  business on the last  business  day of the
calendar year  immediately  preceding each  respective year plus 4%. In February
2006 the  Company  executed a new  forbearance  agreement  and agreed to pay the
successor  in interest of MTC a total of $500,000  by  December  31,  2006.  The
agreement  calls for the  Company to pay  $200,000  on or before  March 1, 2006,
$75,000 on or before March 31, 2006, $75,000 on or before June 30, 2006, $75,000
on or before  September 30, 2006 and $75,000 on or before  December 31, 2006. As
long as the agreement is not in default the successor  shall waive the remaining
principal  balance as well as any accrued interest that may have been owed under
the agreement.


Item 4    Submission of Matters to a Vote of Security Holders


         No matters were submitted to a vote of the Company's  security  holders
during the six months ended April 30, 2006.


Item 5    Other Information.


    None


                                       15

<PAGE>




Item 6    Exhibits and Reports on Form 8-K


The following exhibits are to be filed as part of the of the 10-KSB and 10-QSB


         3.1      Articles  of  Incorporation  of the Company  (incorporated  by
                  reference to Exhibits 2 and 2.1 to the Company's  Registration
                  Statement  on Form  10-KSB  filed with the  Commission  with a
                  filing date of August 8, 1996, Commission file No. 0-21169).

         3.2      Bylaws of the Company  (incorporated  by  reference to Exhibit
                  3.2 to the  Company's  Annual  Report on Form  10-KSB  for the
                  fiscal year end  October  31,  1996 filed with the  Commission
                  with a filing date of November 26, 1997,  Commission  File No.
                  0-21169).

         10.1     Marketing   Agreement   dated   October  6,  1999  with  Mobil
                  Technology Company and the Company  (incorporated by reference
                  to Exhibit 10.1 to the  Company's  current  report on Form 8-K
                  filed with the Commission on February 26, 2001).

         10.2     Loan  Agreement  dated January 19, 2001 between Maya,  LLC and
                  the Company  (incorporated by reference to Exhibit 10.2 to the
                  Company's   annual  report  on  Form  10-QSB  filed  with  the
                  Commission on March 20, 2001).

         10.3     Purchase  of  Shares  of  Common  Stock  issued  to  Maya  LLC
                  (incorporated by reference to Exhibit 1 to the Schedule 13D of
                  Maya LLC filed with the Commission on September 25, 1997).

         10.4     Warrant  for the  Purchase  of Shares of  Common  Stock  dated
                  December  11,  1997  issued  to  Maya  LLC   (incorporated  by
                  reference to Exhibit 1 to the Schedule 13D/A of Maya LLC filed
                  with the Commission on December 22, 1997)

         10.5     Warrant for the Purchase of Shares of Common Stock dated March
                  11, 1998 issued by the  Company to Maya LLC  (incorporated  by
                  reference to Exhibit 1 to the Schedule 13D/A of Maya LLC filed
                  with the Commission on March 23, 1998).

         10.6     Warrant for the Purchase of Shares of Common Stock exercisable
                  as of  July  11,  1998  issued  by the  Company  to  Maya  LLC
                  (incorporated  by reference to Exhibit 1 to the Schedule 13D/A
                  of Maya LLC filed with the Commission of June 22, 1998).

         10.7     Warrant  for the  Purchase  of Shares of  Common  Stock  dated
                  December   8,  1998   issued  by  the   Company  to  Maya  LLC
                  (incorporated  by reference to Exhibit 1 to the Schedule 13D/A
                  of Maya LLC filed with the Commission on December 18, 1998).

         10.8     Warrant  for the  Purchase  of Shares of  Common  Stock  dated
                  October 6, 1999 issued by the  Company to the  Howarth  Family
                  Trust  (incorporated by reference to Exhibit 4 to the Schedule
                  13D of the Howarth  Family Trust dated  10/1/87 filed with the
                  Commission on June 13, 2001).

         10.9     Loan  Agreement  between the Company and Treeview  Investments
                  Inc. dated as of July 27, 2001  (incorporated  by reference to
                  Exhibit 5 to the Schedule 13D/A of Paul Howarth filed with the
                  Commission on August 13, 2001).

         10.10    Amendment  No. 1 dated July 27,  2001 to the  Warrant  for the
                  Purchase  of Shares of Common  Stock dated  December  11, 1997
                  issued  by  the   Company   to  the   Howarth   Family   Trust
                  (incorporated  by reference to Exhibit 6 to the Schedule 13D/A
                  of the  Howarth  Family  Trust  dated  10/1/87  filed with the
                  Commission on August 13, 2001).

         10.11    License Agreement between IPRC and Tradewinds Oil and Gas Inc.
                  (incorporated  by reference to Exhibit  10.11 to the Company's
                  10K filed with the Commission of December 1, 2005).


                                       16
<PAGE>

         10.12    Security Deposit  Forbearance  Agreement,  dated June 8, 2004,
                  between IPRC and successor in interest to Mobil  (incorporated
                  by reference to Exhibit  10.12 to the Company's 10K filed with
                  the Commission of December 1, 2005).

         10.13    Management  Agreement,  effective August 1, 2005, between IPRC
                  and  Agribiofuels,  LLC(incorporated  by  reference to Exhibit
                  10.13  to the  Company's  10K  filed  with the  Commission  of
                  December 1, 2005).

         10.14    Form of Note  Agreement,  executed in 2005,  between  IPRC and
                  investors  (incorporated  by reference to Exhibit 10.15 to the
                  Company's 10K filed with the Commission of December 1, 2005).

         10.15    Form  of  Registration  Right  Agreement,  executed  in  2005,
                  between  IPRC and  investors  (incorporated  by  reference  to
                  Exhibit 10.16 to the  Company's 10K filed with the  Commission
                  of December 1, 2005).

         10.16    Form of Warrant Agreement,  executed in 2005, between IPRC and
                  investors  (incorporated  by reference to Exhibit 10.17 to the
                  Company's 10K filed with the Commission of December 1, 2005).

         10.17    Strategic  Marketing  Manufacturing  and Technology  Licensing
                  Agreement  (incorporated  by reference to Exhibit 10.18 to the
                  Company's 10K filed with the Commission of December 1, 2005).

         10.18    Commercial  Contract,  between  the  Company  and Dayton  Rice
                  Milling,  Inc.,  dated  December  9,  2005.  (incorporated  by
                  reference to the  Company's  10K filed with the  Commission on
                  March 21, 2006).

         10.19    Second Forbearance  Agreement,  dated January 1, 2006, between
                  IPRC and the successor in interest to Mobil. .(incorporated by
                  reference to the  Company's  10K filed with the  Commission on
                  March 21, 2006)

         10.20    Note agreement between IPRC and Agribiofuels, LLC(incorporated
                  by reference filed with the Commission on July 20, 2006)

         10.21    Lease  between  Agribiofuels,   LLC  and  Seaberg  Rice,  Inc.
                  effective date March 31, 2006 filed herewith

         21.1     Subsidiaries  of  Registrant  (incorporated  by  reference  to
                  Exhibit 21.1 to the Company's 10K filed with the Commission of
                  March 21, 2006).

         31.1     Certification of Alan Springer.

         31.2     Certification of Edward Gaiennie.

         32.1     Certification for Sarbanes-Oxley Act of Alan Springer.

         32.2     Certification for Sarbanes-Oxley Act of Edward Gaiennie.

                                       17
<PAGE>



Signatures



         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                  IMPERIAL PETROLEUM RECOVERY CORPORATION





July 20, 2006     By:      /s/ Alan B. Springer
                     -------------------------------------------------------
                      Alan B. Springer, Chairman and Chief Executive Officer

July 20, 2006     By:/s/ Edward C. Gaiennie
                     --------------------------------------------------------
                       Edward C. Gaiennie, Chief Financial Officer
                       and Principal Accounting Officer


                                       18

<PAGE>



                     Imperial Petroleum Recovery Corporation

                                 Exhibits Index


Exhibit No.                                          Identification of Exhibit


         3.1      Articles  of  Incorporation  of the Company  (incorporated  by
                  reference to Exhibits 2 and 2.1 to the Company's  Registration
                  Statement  on Form  10-KSB  filed with the  Commission  with a
                  filing date of August 8, 1996, Commission file No. 0-21169).

         3.2      Bylaws of the Company  (incorporated  by  reference to Exhibit
                  3.2 to the  Company's  Annual  Report on Form  10-KSB  for the
                  fiscal year end  October  31,  1996 filed with the  Commission
                  with a filing date of November 26, 1997,  Commission  File No.
                  0-21169).

         10.1     Marketing   Agreement   dated   October  6,  1999  with  Mobil
                  Technology Company and the Company  (incorporated by reference
                  to Exhibit 10.1 to the  Company's  current  report on Form 8-K
                  filed with the Commission on February 26, 2001).

         10.2     Loan  Agreement  dated January 19, 2001 between Maya,  LLC and
                  the Company  (incorporated by reference to Exhibit 10.2 to the
                  Company's   annual  report  on  Form  10-QSB  filed  with  the
                  Commission on March 20, 2001).

         10.3     Purchase  of  Shares  of  Common  Stock  issued  to  Maya  LLC
                  (incorporated by reference to Exhibit 1 to the Schedule 13D of
                  Maya LLC filed with the Commission on September 25, 1997).

         10.4     Warrant  for the  Purchase  of Shares of  Common  Stock  dated
                  December  11,  1997  issued  to  Maya  LLC   (incorporated  by
                  reference to Exhibit 1 to the Schedule 13D/A of Maya LLC filed
                  with the Commission on December 22, 1997)

         10.5     Warrant for the Purchase of Shares of Common Stock dated March
                  11, 1998 issued by the  Company to Maya LLC  (incorporated  by
                  reference to Exhibit 1 to the Schedule 13D/A of Maya LLC filed
                  with the Commission on March 23, 1998).

         10.6     Warrant for the Purchase of Shares of Common Stock exercisable
                  as of  July  11,  1998  issued  by the  Company  to  Maya  LLC
                  (incorporated  by reference to Exhibit 1 to the Schedule 13D/A
                  of Maya LLC filed with the Commission of June 22, 1998).

         10.7     Warrant  for the  Purchase  of Shares of  Common  Stock  dated
                  December   8,  1998   issued  by  the   Company  to  Maya  LLC
                  (incorporated  by reference to Exhibit 1 to the Schedule 13D/A
                  of Maya LLC filed with the Commission on December 18, 1998).

         10.8     Warrant  for the  Purchase  of Shares of  Common  Stock  dated
                  October 6, 1999 issued by the  Company to the  Howarth  Family
                  Trust  (incorporated by reference to Exhibit 4 to the Schedule
                  13D of the Howarth  Family Trust dated  10/1/87 filed with the
                  Commission on June 13, 2001).

         10.9     Loan  Agreement  between the Company and Treeview  Investments
                  Inc. dated as of July 27, 2001  (incorporated  by reference to
                  Exhibit 5 to the Schedule 13D/A of Paul Howarth filed with the
                  Commission on August 13, 2001).

         10.10    Amendment  No. 1 dated July 27,  2001 to the  Warrant  for the
                  Purchase  of Shares of Common  Stock dated  December  11, 1997
                  issued  by  the   Company   to  the   Howarth   Family   Trust
                  (incorporated  by reference to Exhibit 6 to the Schedule 13D/A
                  of the  Howarth  Family  Trust  dated  10/1/87  filed with the
                  Commission on August 13, 2001).

         10.11    License Agreement between IPRC and Tradewinds Oil and Gas Inc.
                  (incorporated  by reference to Exhibit  10.11 to the Company's
                  10K filed with the Commission of December 1, 2005).


                                       19
<PAGE>

         10.12    Security Deposit  Forbearance  Agreement,  dated June 8, 2004,
                  between IPRC and successor in interest to Mobil  (incorporated
                  by reference to Exhibit  10.12 to the Company's 10K filed with
                  the Commission of December 1, 2005).

         10.13    Management  Agreement,  effective August 1, 2005, between IPRC
                  and  Agribiofuels,  LLC(incorporated  by  reference to Exhibit
                  10.13  to the  Company's  10K  filed  with the  Commission  of
                  December 1, 2005).

         10.14    Form of Note  Agreement,  executed in 2005,  between  IPRC and
                  investors  (incorporated  by reference to Exhibit 10.15 to the
                  Company's 10K filed with the Commission of December 1, 2005).

         10.15    Form  of  Registration  Right  Agreement,  executed  in  2005,
                  between  IPRC and  investors  (incorporated  by  reference  to
                  Exhibit 10.16 to the  Company's 10K filed with the  Commission
                  of December 1, 2005).

         10.16    Form of Warrant Agreement,  executed in 2005, between IPRC and
                  investors  (incorporated  by reference to Exhibit 10.17 to the
                  Company's 10K filed with the Commission of December 1, 2005).

         10.17    Strategic  Marketing  Manufacturing  and Technology  Licensing
                  Agreement  (incorporated  by reference to Exhibit 10.18 to the
                  Company's 10K filed with the Commission of December 1, 2005).

         10.18    Commercial  Contract,  between  the  Company  and Dayton  Rice
                  Milling,  Inc.,  dated  December  9,  2005.  (incorporated  by
                  reference to the  Company's  10K filed with the  Commission on
                  March 21, 2006).

         10.19    Second Forbearance  Agreement,  dated January 1, 2006, between
                  IPRC and the successor in interest to Mobil. .(incorporated by
                  reference to the  Company's  10K filed with the  Commission on
                  March 21, 2006)

         10.20    Note agreement between IPRC and Agribiofuels, LLC(incorporated
                  by reference filed with the Commission on July 20, 2006)

         10.21    Lease  between  Agribiofuels,   LLC  and  Seaberg  Rice,  Inc.
                  effective date March 31, 2006 filed herewith

         21.1     Subsidiaries  of  Registrant  (incorporated  by  reference  to
                  Exhibit 21.1 to the Company's 10K filed with the Commission of
                  March 21, 2006).

         31.1     Certification of Alan Springer.

         31.2     Certification of Edward Gaiennie.

         32.1     Certification for Sarbanes-Oxley Act of Alan Springer.

         32.2     Certification for Sarbanes-Oxley Act of Edward Gaiennie.

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