UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                   FORM 10-QSB


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934  (FEE REQUIRED)


                   For the Quarterly Period Ended April 30, 2002

                         Commission file number: 0-21169


                       Imperial Petroleum Recovery Corporation
              (Exact name of registrant as specified in its charter)


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


                          1970 South Starpoint Drive
                               Houston, TX 77032
               (Address of principal executive offices)(Zip Code)

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


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days

                               YES [X]   NO [ ]

There were 17,167,419 shares of the Registrant's $0.001 par value common stock
outstanding as of July 17, 2002.













Page 1



                               TABLE OF CONTENTS

                         PART I. FINANCIAL INFORMATION

                                                                        Page
Item 1.   Consolidated Financial Statements (Unaudited)

          Consolidated Balance Sheets as of April 30, 2002
          and October 31, 2001 ....................................      3-4

          Consolidated Statements of Operations for the Three
          and Six Months Ended April 30, 2002 and 2001 and
          Cumulative Amounts Since Inception ......................      5

          Consolidated Statements of Cash Flows for the Six
          Months Ended April 30, 2002 and 2001 and Cumulative
          Amounts Since Inception .................................      6-8

          Notes to Consolidated Financial Statements ..............      9-14

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations .....................      15-18

                           PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings .......................................      19

Item 2.   Changes in Securities and Use of Proceeds ...............      19

Item 3.   Defaults Upon Senior Securities .........................      19

Item 4.   Submission of Matters to a Vote of Security Holders .....      19

Item 5.   Other Information .......................................      19

Item 6.   Exhibits and Reports on Form 8-K ........................      19

Signatures ........................................................      20




















Page 2


                       PART I.  FINANCIAL INFORMATION

ITEM I. CONSOLIDATED FINANCIAL STATEMENTS

IMPERIAL PETROLEUM RECOVERY CORPORATION and SUBSIDIARY
(a development stage company)

CONSOLIDATED BALANCE SHEETS

                                        April 30, 2002     October 31, 2001
                                        --------------     ----------------
                                          (Unaudited)          (Audited)

ASSETS

CURRENT ASSETS
 Cash and cash equivalents                $   77,439          $    1,660
 Trade accounts receivable, no allowance      81,250             118,496
  considered necessary
 Other receivables, related party             63,000                -
 Inventory, net of reserve                      -                   -
 Prepaid expenses                              6,279               8,991
                                          ----------          ----------
     Total current assets                    227,968             129,147

PROPERTY AND EQUIPMENT, net of
 accumulated depreciation of $436,757
 at April 30, 2002 and $399,644 at
 October 31, 2001 respectively               761,177             836,096

OTHER ASSETS, net of accumulated
 amortization of $9,043 at April 30,
 2002 and $7,414 at October 31,
 2001 respectively                            69,097              78,029
                                          ----------          ----------
                                          $1,058,242          $1,043,272
                                          ==========          ==========



















                                 (Continued)

Page 3



IMPERIAL PETROLEUM RECOVERY CORPORATION and SUBSIDIARY
(a development stage company)

CONSOLIDATED BALANCE SHEETS (Continued)


                                        April 30, 2002     October 31, 2001
                                        --------------     ----------------
                                          (Unaudited)          (Audited)
LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITES
 Trade accounts payable                  $    991,471        $    914,791
 Other payables, related parties               36,598              45,869
 Accrued liabilities                          739,855             450,203
 Deferred revenue                             173,625              53,625
 Notes payable related party                  938,512             900,115
 Bridge loan (Note E)                         271,837                -
 Current maturities of long-term debt
  obligations                                 204,453             372,264
 Current maturities of capital lease
  obligations                                   2,498               1,908
                                         ------------        ------------
     Total current liabilities              3,358,849           2,738,775

LONG TERM OBILGATIONS
 Debt obligations, less current
  maturities                                1,132,203           1,133,691
 Capital lease obligation, less current
  maturities                                    5,519               6,262
                                         ------------        ------------
     Total liabilities                      4,496,571           3,878,728

Redeemable common stock, par value
 $0.001; redemption value of
 $2,000,000; 200,000 shares issued
 and outstanding                              140,349             113,315

STOCKHOLDERS' DEFICIT
 Common stock, par value $0.001;
  authorized 100,000,000 shares;
  issued and outstanding 16,967,419
  shares                                       16,968              16,968
 Additional paid in capital                11,430,777          11,430,777
 Deficit accumulated during the
  development stage                       (15,026,423)        (14,396,516)
                                         ------------        ------------
     Total stockholders' deficit           (3,578,678)         (2,948,771)
                                         ------------        ------------
                                         $  1,058,242        $  1,043,272
                                         ============        ============




The accompanying notes are an integral part of these financial statements.

Page 4



IMPERIAL PETROLEUM RECOVERY CORPORATION and SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<TABLE>
<CAPTION>


                                  Cumulative
                                    Amounts           For the three              For the six
                                     Since          months ended April      months ended April 30,
                                   Inception        2002         2001          2002       2001
                                  ------------    ---------    ---------    ---------   -----------
<S>                               <C>             <C>          <C>          <C>         <C>

Revenues                          $  1,362,209    $ 318,393    $  80,050    $ 399,643   $   242,815
Cost of goods sold                  (2,099,130)    (178,850)    (221,498)    (248,926)     (564,581)
                                  ------------    ---------    ---------    ---------   -----------
     Gross profit (loss)              (736,921)     139,543     (141,448)     150,717      (321,766)

Operating expenses
 Selling, general and adminis-
  trative                            9,898,296      388,623      521,298      622,816       895,619
 Research and development-
  prototype                          3,439,265         -          31,605         -           45,738
 Acquired research and
  development-prototype                349,500         -            -            -             -
 Loss on abandonment of
  leased facility                      161,918         -            -            -             -
                                  ------------    ---------    ---------    ---------   -----------
                                    13,848,979      388,623      552,903      622,816       941,357
                                  ------------    ---------    ---------    ---------   -----------
     Loss from operations          (14,585,900)    (249,080)    (694,351)    (472,099)   (1,263,123)

Other income (expense)
 Gain on extinguishment of debt        396,961       38,710         -          38,710          -
 Interest expense                     (643,896)     (96,511)     (49,505)    (181,984)      (87,063)
 Interest expense on beneficial
  conversion feature                   (13,250)        -            -            -             -
 Other income (expense), net          (139,989)        -          (1,336)      12,500        (1,323)
                                  ------------    ---------    ---------    ---------   -----------
Total other income (expense), net     (400,174)     (57,801)     (50,841)    (130,774)      (88,386)
                                  ------------    ---------    ---------    ---------   -----------
     Net loss                     $(14,986,074)   $(306,881)   $(745,192)   $(602,873)  $(1,351,509)
                                  ============    =========    =========    =========   ===========

Net loss per common share -
 basic and diluted

     Net loss                     $      (1.16)   $   (0.02)   $   (0.04)   $   (0.04)  $     (0.08)
                                  ============    =========    =========    =========   ===========
Weighted average common shares
 outstanding - basic and diluted    12,973,813   17,167,419   16,939,502   17,167,419    16,869,967
                                    ==========   ==========   ==========   ==========    ==========

The accompanying notes are an integral part of these financial statements.
</TABLE>







Page 5


IMPERIAL PETROLEUM RECOVERY CORPORATION and SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>

                                                   Cumulative        Six months ended
                                                    Amounts              April 30,
                                                     Since       ------------------------
                                                   Inception        2002         2001
                                                  ------------   ---------    -----------
<S>                                               <C>            <C>          <C>
Increase (decrease) in cash and cash equivalents
 Cash flows from operating activities
  Net Loss                                        $(14,986,074)  $(602,873)   $(1,351,509)
  Adjustments to reconcile net loss to net
  cash used in operating activities
    (Gain) loss on disposal of property &
     equipment                                           2,561     (12,500)         1,322
    Contributed capital for services rendered
     and liabilities paid                              131,756        -            32,100
    Gain on extinguishment of debt                    (396,961)    (38,710)          -
    Depreciation and amortization                      486,581      78,790         85,455
    Non-cash charge associated with acquisition        349,500        -              -
    Loss on abandonment of leased facility             161,918        -              -
    Charges associated with stock issuances
     to employees, vendors, and related parties      1,061,800        -            12,030
    Non-cash expenses incurred by affiliate            661,677        -              -
    Non-cash interest expense on beneficial
     conversion feature on note payable to
     related party                                      13,250        -              -
  Changes in assets and liabilities
    Trade accounts receivable                          (81,250)     37,246        (70,250)
    Other receivables, related party                   (63,000)    (63,000)           750
    Prepaid expenses                                    (6,279)      2,712         10,309
    Other assets                                       (84,105)      7,303          6,578
    Trade accounts payable                           2,032,863      76,680        177,095
    Other payables, to related parties                  36,598      (9,271)        (2,684)
    Accrued liabilities                                762,643     303,362         39,633
    Deferred revenue                                   173,625     120,000            592
                                                  ------------   ---------    -----------
     Total adjustments                               5,243,177     502,612        292,930
                                                  ------------   ---------    -----------
     Net cash used in operating activities          (9,742,897)   (100,261)    (1,058,579)
                                                  ------------   ---------    -----------
Cash flows from investing activities
 Cash paid for acquisition                             (94,000)       -              -
 Purchases of property and equipment                (1,244,704)     (2,242)       (62,518)
 Proceeds from disposal of property and equipment       12,500      12,500           -
                                                  ------------   ---------    -----------
     Net cash provided by (used in) investing
      activities                                    (1,326,204)     10,258        (62,518)



</TABLE>
                                       (Continued)

Page 6



IMPERIAL PETROLEUM RECOVERY CORPORATION and SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - Continued
<TABLE>
<CAPTION>

                                                   Cumulative        Six months ended
                                                    Amounts              April 30,
                                                     Since       ------------------------
                                                   Inception        2002         2001
                                                  ------------   ---------    -----------
<S>                                               <C>            <C>          <C>

Cash flows from financing activities
 Proceeds from issuance of common stock
  and warrants                                       6,667,983        -            47,500
 Proceeds from issuance of notes payable,
  related parties                                    1,445,763      38,397           -
 Principal payments on notes payable,
  related parties                                     (238,514)       -              -
 Proceeds from issuance of bridge loan                 271,837     271,837           -
 Proceeds from issuance of long term obligations     3,640,377        -         1,042,250
 Principal payments on long term obligations          (738,308)   (144,299)       (67,312)
 Proceeds from guaranteed investment contract          100,000        -              -
 Principal payments on capital lease obligations        (2,598)       (153)          (683)
                                                  ------------   ---------    -----------
     Net cash provided by (used in) financing
      activities                                    11,146,540     165,782      1,021,755

     Net increase (decrease) in cash and
      cash equivalents                                  77,439      75,779        (99,342)

Cash and cash equivalents at beginning of period           -         1,660        171,822
                                                  ------------   ---------    -----------
Cash and cash equivalents at end of period        $     77,439   $  77,439    $    72,480
                                                  ============   =========    ===========

Supplemental disclosure of cash flow information
 Cash paid during the period for interest         $    369,794   $   5,500    $    14,176
                                                  ============   =========    ===========
</TABLE>
Noncash investing and financing activities:

The following noncash activities occurred during the six month period ended
April 30:

2002:
The Company incurred a charge to accumulated deficit of $27,034, for the
accretions in value on redeemable common stock.

During the second quarter of 2002, the Company paid $75,000 in full settlement
of $100,000 in outstanding debt and $13,710 in accrued interest.  As a result
of this settlement, the Company recorded a gain on extinguishment of debt of
$38,710. The remainder of the note and accrued interest were forgiven by the
debt holder.

The Company sold $40,048 of fully depreciated property and equipment for
proceeds for $12,500.

Page 7


IMPERIAL PETROLEUM RECOVERY CORPORATION and SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - CONTINUED

Noncash investing and financing activities - continued

2001:
In December 2000, the Company issued 16,040 shares of its Common Stock to
various employees as bonuses for the fiscal year 2000.  The bonuses totaled
approximately $12,030.

In December 2000, the Company issued 182,936 shares of Common Stock to a
related party and stockholder in satisfaction of a 10% note payable in the
amount of $50,033 plus accrued interest of $6,677.  The Company recognized
charges related to the beneficial conversion feature on this note payable to
the related party.  The beneficial conversion feature is determined by the
difference between the market value of common stock and the conversion rate of
the debt, limited to the amount of debt.  The beneficial conversion feature is
recognized as interest expense over the period corresponding to the time
restrictions on conversion of the debt into stock.  For the period cumulative
from inception, the beneficial conversion resulted in a noncash charge
recorded as additional interest expense of $13,250.

































The accompanying notes are an integral part of these financial statements.

Page 8



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A   SUMMARY OF SIGNIFICANT ACCOUNTNG POLICIES

1.  Basis of Presentation

The consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America for
interim financial information and pursuant to the regulations of the
Securities and Exchange Commission; accordingly they do not include all of the
information and notes required by accounting principles generally accepted in
the United States of America for complete financial statements.  In the
opinion of management, all adjustments considered necessary for a fair
presentation (consisting of normal recurring accruals) have been included.
The results of operations for the six-month period ended April 30, 2002 are
not necessarily indicative of the results for the fiscal year ending October
31, 2002.  The accompanying unaudited consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-KSB for the fiscal
year ended October 31, 2001.

2.  Organization and business activity

Imperial Petroleum Recovery Corporation and Subsidiary (a development stage
company incorporated in Nevada) (the "Company") has been in the development
stage since commencement of operations in fiscal year 1995 and is committed to
developing and marketing a proprietary oil sludge remediation process and
equipment (MST units) that use high energy microwaves to separate water, oil
and solids. Company operations take place in Houston, Texas.

3.  Principles of consolidation and financial statement presentation

The consolidated financial statements include the accounts and operations of
the Company and its wholly owned subsidiary, Petrowave Corporation.
Significant intercompany transactions and balances have been eliminated in the
consolidation.

4.  Inventories

Inventory is valued at lower of cost or market.  Cost is determined using the
first-in, first-out method.  Inventory consists of the following:

                                    April 30, 2002     October 31, 2001
                                    --------------     ----------------
     Raw materials                    $ 260,000           $ 260,000
     Less reserve for net
      realizable value                 (260,000)           (260,000)
                                      ---------           ---------
     Total                            $    -              $    -
                                      =========           =========

The recoverability of inventory is dependent upon the Company entering into
agreements to lease the completed MST units.





Page 9


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTNG POLICIES (Continued)

5.  Certain reclassifications

Certain balances from the 2001 financial statements were reclassified to
conform to the 2002 presentation.

6.  Revenue recognition   long term contracts

Revenue relating to contracts to construct crude oil sludge recovery equipment
in the accompanying financial statements is recognized using the
percentage-of-completion method and, therefore, takes into account the costs,
estimated earnings and revenue to date on contracts not yet completed.  The
revenue recognized is that portion of the total contract price that cost
incurred to date bears to anticipated final total cost, based on current
estimates of cost to complete.

Contract costs include all direct and allocable indirect labor, benefits, and
materials unique to or installed in the project, subcontractor cost
allocations, including employee benefits and equipment expense.  At the time a
loss on a contract becomes known, the entire amount of the estimated ultimate
loss is recognized in the financial statements.  As long-term contracts extend
over one year, revisions in cost and earnings estimates during the course of
the work are reflected in the accounting period in which the facts that
require the revision become known.  Costs attributable to contract claims or
disputes are carried in the accompanying balance sheets only when realization
is probable.  These costs are recorded at the lesser of actual costs incurred
or expected amount realized.  It is reasonably possible that estimates by
management related to contracts can change in the future.

Other revenue recognition

Revenue normally consists of lease and / or sale of MST units, demonstration
income for testing the technology at a customer site, or license revenue
earned from issuing geographically specific licenses to market the MST
technology.

Revenue on lease or rental equipment contracts is recognized straight line
over the life of the contract according to contract terms, which generally
consists of a monthly lease or rental fee and a monthly maintenance fee.

Revenues associated with the demonstration units are earned based upon
individual contracts negotiated by the Company on a case-by-case basis.  There
were no revenues earned from demonstrations during first and second quarter FY
2002.

The Company also earns license fees and royalty revenue through the issuance
of contractual licenses.  License fees are recognized over the life of the
contractual license and royalties are based on the terms of the royalty
contact.






Page 10



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE B - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America for
interim financial information, which contemplates continuation of the Company
as a going concern.  However, the Company is a development stage company, has
generated limited revenue through April 30, 2002 and has sustained substantial
losses from operations since inception.  In addition, as of April 30, 2002,
its current liabilities exceeded its current assets by $3,130,881.  The
Company has generally used cash in, rather than provided cash from, 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
consolidated 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 obtain additional financing
and to succeed in its future operations.  The 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 has taken 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:

    *  During late October 2001, the Company was introduced to Odyssey Capital
LLC, a Houston organization noted for its ability to raise cash, develop
Houston-based companies, and promote oil-related opportunities to investors
familiar with the unique requirements of the oil patch.  A management and
financing agreement is in place with Odyssey Capital, LLC to raise between
five million and six million dollars in operating capital and to identify
experienced petroleum industry executives to develop the Company's long term
growth.

    *  During fiscal year 2001, the Company entered into an agreement to sell
a MST-1000 to a refinery located in Africa.  Revenue will be received based
upon a deliverable schedule.   As of April 30, 2002, the Company has
recognized 32 percent of the contract to date.  The Company expects the
customer to take delivery during the fourth quarter of fiscal year 2002, at
which time 85% of the contract will be billed. The balance will be billed upon
installation and initial operation in Africa.

    *  The Company concluded an agreement with Tradewinds Oil and Gas Inc., a
Houston based company, an entity in which a Board member has an equity
investment and serves as a financial advisor, to market and license the MST
technology for distribution throughout Indonesia and Singapore.  This
agreement will assist the Company in entering the Asian market.  The Company
will receive a license fee covering the first two years of this agreement.
Additional revenue will be earned by the Company based upon orders received
for equipment to be delivered to Indonesia and on a revenue sharing formula
included in this agreement.




Page 11


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE B - GOING CONCERN (Continued)

    *  The Company has entered into discussions with Ondeo Nalco to utilize
their marketing and technical resources to place MST units within their client
base.  Discussions are on going, but the marketing effort began during the
quarter ended April 30, 2002.  The Company anticipates developing this
relationship to provide a significant external marketing effort for the lease
and / or sale of MST units.

NOTE C - LOSS PER COMMON SHARE

The following data show the shares used in computing net loss per common
share:
<TABLE>
<CAPTION>
                                   Cumulative
                                     Amounts           Three Months              Six Months
                                      Since           ended April 30,          ended April 30,
                                    Inception        2002         2001        2002          2001
                                    ----------    ----------   ----------   ----------   ----------
<S>                                 <C>           <C>          <C>          <C>          <C>
Common shares outstanding
  during the entire period                -       17,167,419   16,700,943   17,167,419   16,700,943
Weighted average common shares
  issued during the period          12,973,813          -         238,559         -         169,024
                                    ----------    ----------   ----------   ----------   ----------
Weighted average common shares
  outstanding - basic and diluted   12,973,813    17,167,419   16,939,502   17,167,419   16,869,967
                                    ==========    ==========   ==========   ==========   ==========
</TABLE>


All shares relating to all outstanding options, warrants and potentially
convertible debt instruments as disclosed in Notes E and I of the Form 10K-SBA
at October 31, 2001, were not included in the computation of diluted loss per
share because their inclusion would have been antidilutive for all periods.





















Page 12



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE D - RELATED PARTY TRANSACTIONS

During the quarter ended April 30, 2002, the Company increased notes payable
to stockholders by $38,397 for additional cashflow advances.

Warrants

At various dates during 1997 and 1998, the Company issued 11,375,000 warrants
to a limited liability company (LLC) to purchase shares of its common stock.
The initial exercise price of all of the LLC warrants was $1 per share and
each warrant expires four years after the grant date.  3,500,000 warrants
expired during the quarter ended January 31, 2002.  Another 3,500,000 warrants
expired on March 15, 2002.  An additional 3,500,000 warrants will expire on,
July 1, 2002 with the remaining 875,000 warrants expiring on December 10,
2002.

NOTES E - BRIDGE LOANS

During March of 2002, the Company received $271,837 in proceeds from a
temporary bridge loan from an investor, with an interest rate of 12 percent,
to provide cashflow until the debt financing under a private placement started
in March of 2002 with Odyssey Capital LLC could be completed.  The temporary
bridge loan is expected to be rolled into the private placement prior to its
closing.

NOTES F - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64 Amendment of FASB Statement No. 13, and Technical
Corrections".  SFAS No.145 rescinds Statement 4, which required all gains and
losses from extinguishment of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect.  Since
the issuance of Statement 4, the use of debt extinguishment has become part of
the risk management strategy of many companies, including the Company.  These
debt extinguishments do not meet the criteria for classifications as
extraordinary items in APB Opinion No. 30, Reporting the Results of Operations
- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions, and
therefore, should not be classified as extraordinary after the adoption of
SFAS No. 145. Adoption of SFAS No. 145 is required for fiscal years beginning
after May 15, 2002, but earlier application is encouraged.  The Company
elected to adopt the provisions of SFAS No. 145 during the quarter ended April
30, 2002. The gain on extinguishment of debt totaling $38,710 for the three
and six month periods ended April 30, 2002 and the cumulative amounts since
inception of $396,961 previously reported as extraordinary have been
reclassified to other income.










Page 13


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

NOTE G - SUBSEQUENT EVENTS

In March of 2002, the Company initiated a private placement.   During May of
2002, a financing source on behalf of the Company completed the minimum
funding requirement under the $2,000,000 private placement with Odyssey
Capital.  The Company received net proceeds from debt issuances of $787,837
through June 28, 2002.   The bridge loans are secured promissory notes bearing
interest at 12 percent, maturing December 16, 2002.  The debt instruments are
convertible at the option of the holder to $.001 par value common stock at
$.20 per share (trading price during March of 2002).  In the event of default,
the interest rate on the debt increases to the maximum allowed by law in Texas
(18 percent).












































Page 14



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

This portion of the Form 10-QSB 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 forward-looking statements in this portion of the Form
10-QSB 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 such
forward-looking statements, which speak only as of the date hereof.  Readers
should also refer to the Company's Annual Report on Form 10-KSB for the fiscal
year ended October 31, 2001.

Overview

The second quarter of fiscal year 2002 saw a continuation of the activities
discussed in our 10-QSB for the 1st quarter (November 1, 2001   January 31,
2002).  Management has focused on four areas:  capitalization, technology
improvement, marketing, and manufacturing.

Management worked to improve our cash position and sources of long-term
capitalization.  During late October 2001, management was introduced to a
Houston organization, Odyssey Capital LLC., noted for its ability to raise
cash, develop Houston-based companies, and promote oil-related opportunities
to investors familiar with the unique requirements of the oil patch.
Management has a high degree of confidence in the ability of this organization
to provide the sources of funds to take advantage of opportunities for growth
in fiscal year 2002. (See Note B to consolidated financial statements).

The Company and ExxonMobil Research and Engineering (EMRE) concluded the
exclusive marketing agreement granted EMRE through October 2001.  The Company
and EMRE will continue to discuss and seek potential MST applications within
the ExxonMobil organization, but on a non-exclusive basis.

Additionally, several series of tests were conducted under the joint
observation of the Company and Ondeo Nalco, a world leader in water treatment
and process chemicals, to evaluate the effectiveness of the MST compared to
applications of chemicals on various types of emulsions.  Discussions and
additional testing continue between the Company and Ondeo Nalco.  The Company
is working with Ondeo Nalco to provide a world wide marketing agreement that
is targeted to be concluded during the third quarter of fiscal 2002.  Both
organizations participated in joint marketing efforts for the MST during the
second quarter of 2002.

The Company issued an exclusive license to Tradewinds Oil and Gas Inc., an
entity in which a Board member has an equity investment and serves as a
financial advisor, for marketing the MST in Singapore and Indonesia.
Tradewinds immediately scheduled an extensive series of meetings for the third
quarter of 2002 with management in Pertamina and refineries throughout
Singapore and Indonesia.  The Company also scheduled meetings with Ondeo
Nalco, Singapore, for the same period and will be able to report on their
results during our third quarter 10-QSB.


Page 14


<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS - CONTINUED

The Company markets its products primarily for the purpose of remediation of
crude oil emulsions produced in connection with oil production and refining.
There are approximately 694 oil refineries worldwide with 111 of these located
in the United States.  Each is a potential customer of the Company.  We are
emphasizing to the oil refineries around the world that through our developing
relationship with Ondeo Nalco, the value of the MST process for inclusion in
planned modifications and operational enhancements.  Twenty-five of these
refineries have been identified as high potential users for the MST process
and are being targeted by our marketing team.

Ondeo Nalco and the Company entered into discussions during the last quarter
of calendar year 2001 concerning developing a marketing relationship.  The
discussions continue into FY 2002, with the direction centered on partnering
with Ondeo Nalco to utilize their marketing organization to introduce the MST
to their client base.  The Company concluded its exclusive marketing
relationship with ExxonMobil, but they will continue to market the MST to
their internal operations, while completing a series of technical evaluations.

The Company granted an exclusive geographically specific marketing and
licensing agreement to Tradewinds Oil and Gas Inc., an entity in which a Board
member has an equity investment and serves as a financial advisor.  The
Company will be responsible for making or having made the microwave separation
technology equipment for each order placed.  License payments have been
received for this agreement.  (See Note B to consolidated financial
statements).

In July 2001, Kellogg Brown & Root (KBR) awarded the Company the contract to
build and deliver its Microwave Separation Technology system (MST 1000) for a
Bad Emulsion Treatment Package to be installed in their African construction
project.  This unit is under construction in Houston and progress payments
from KBR have been received.  The Company recognized $219,643 in revenue
received from KBR for the quarter ended April 30, 2002.  This unit is IPRC's
second commercial system and reflects the slow, but deliberate acceptance of
the microwave technology for emulsion separation within the petroleum and gas
industry.  (See Note B to consolidated financial statements).




















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<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS - CONTINUED

Results of Operations

Three months ended April 30, 2002 compared to three months ended April 30,
2001. Also, the six months ended April 30, 2002 compared to six months ended
April 30, 2001.

Revenue

During the three-month period ended April 30, 2002, revenue increased $238,343
to $318,393 from $80,050 for the same period of 2001.  Revenue recognized
during the three-month period ended April 30, 2002 on the long-term contract
for the Esso Chad Bad Emulsion Treatment Package project (Esso Chad project)
accounted for $219,643 of the increase.  The Company also recognized $17,500
in additional consulting fees on the MST lease and an increase in the lease
revenue to $81,250 compared to $80,050 from the period ended April 20, 2001.

Revenue for the six-month period ended April 30, 2002 of $399,643 increased by
$156,828 from the comparable six-month period ended April 30, 2001.  The
increase is attributable to the $219,643 in revenue recognized on the
long-term contract and $18,700 in consulting fees and lease revenue for the
six months ended April 30, 2002.  This increase is offset by the fact that the
Company did not recognize any demo revenue during the six months ended April
30, 2002 compared to $80,907 recognized in the six-month period ended April
30, 2001.

Cost of Goods Sold and Gross Profit (Loss)

During the three-month period ended April 30, 2002, the Company experienced a
decrease of $42,648 in cost of goods sold from $221,498 for the period ended
April 30, 2001 to  $178,850.  Cost of goods sold for the three-month period
ended April 30, 2002 consisted of $178,850 in costs specifically related to
the revenue recognized on the long-term contract on the Esso Chad project.
Cost of goods sold incurred during the comparable period ended April 30, 2001
was related to the leased MST unit maintenance and MST unit demonstration.

The Company achieved a decrease of $315,655 in the cost of goods sold for the
six month period ended April 30, 2002 to $248,926 from $564,581 for the
comparable six-month period ended April 30, 2001.  The decrease resulted from
a decline in MST unit demonstration costs of $148,626, because there were no
demonstrations during the first six months of fiscal year 2002.  The remaining
$167,029 decrease was primarily achieved by (1) decreasing equipment costs
related to maintaining the MST unit under lease with ExxonMobil incurred
during the six-months ended April 30, 2001 from $200,819 to $17,236, (2)
reducing salaries and leased employee costs for maintaining the ExxonMobil
unit from $154,676 during the six months ended April 30, 2001 to $0 for the
six months ended April 30, 2002, (3) reducing depreciation expense of $36,847,
and (4) decreasing expenditures on repair and maintenance of equipment by
$20,985, offset by (5) the $178,850 in costs recognized on the Esso Chad
project long-term contract and (6) an increase in equipment rental during 2002
of $52,840.






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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS - CONTINUED

Cost of Goods Sold and Gross Profit (Loss) - Continued

For the three and six-month periods ended April 30, 2002, the Company
experienced a gross profit of $139,543 and $150,717 respectively, compared to
a gross loss of  $(141,448) and $(321,766) respectively, for the comparable
periods ended April 30, 2001.  The improvement in the Company's gross profit
was primarily the result of a decrease in personnel costs through work force
reductions.  In addition, the Company did not incur the costs for
demonstrations and MST lease unit maintenance incurred during the six-month
ended April 30, 2001, which significantly exceeded the amount of lease and
demonstration revenue recognized for the period.

Selling, General and Administrative

Selling, general, and administrative expenses for the three-month and
six-month periods ended April 30, 2002 totaled $388,623 and $622,816,
respectively compared to $521,298 and $895,619 for same periods in 2001. This
decrease of $132,675 and $272,803 respectively, in general and administrative
costs was primarily comprised of a reduction in legal fees and salaries.

Research and Development Expenses

The Company incurred no research and development costs for the three and
six-month periods ended April 30, 2002 compared to $31,605 and $45,738 in the
three and six-month periods ended 2001.

Management's Discussion

Liquidity and Capital Resources

The Company's operations have been capital intensive.  The Company has funded
operations principally from the private placement of equity securities,
primarily common stock, and from a licensing agreement.  As of April 30, 2002,
the Company's current liabilities were $3,358,849 compared to $2,738,775 at
October 31, 2001. At April 30, 2002, the Company had negative working capital
of $3,130,880 compared to negative working capital of $2,609,628 at October
31, 2001.

The Company continues to use cash in, rather than supply cash from, its
operations.  Its goal is to continue funding operations through a combination
of successfully raising between $5,000,000 and $6,000,000 in working capital
through debt and equity transactions arranged by Odyssey Capital, establishing
a strong marketing support structure through the relationship with Ondeo
Nalco, and issuing selective overseas territorial licensing arrangements to
generate cash flow.  Management believes that Odyssey Capital will be
successful in identifying accredited sources for raising the proposed
investment dollars.  The plan involves a combination of short term financing
(bridge loan) followed by issuance of preferred stock to the investors.
However, there can be no assurances that sufficient funds can be raised to
continue operations or that any sales of common or preferred stock will occur,
or if they occur, that they would be completed on terms favorable to the
Company.




Page 18


                         PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Company has settled through mediation the claim against the Company
brought by a former employee and previously reported in the Company's Form
10-KSB for the year ended October 31, 2001.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

There were no changes in equity securities between October 31, 2001 and April
30, 2002.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.  None.

(b)  Reports on Form 8-K.  The Company did not file any reports on Form 8-K
during the quarter ended April 30, 2002.


























Page 19


                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on July
22, 2002.

                                      IMPERIAL PETROLEUM RECOVERY CORPORATION



                                      By: /s/ Henry H. Kartchner
Date: July 22, 2002                       Henry H. Kartchner
                                          Chairman, CEO & Director
                                          (Duly Authorized Officer &
                                          Principal Financial Officer)











































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