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 July 31, 2005

       [   ] 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.)

                           1970 South Starpoint Drive
                              Houston, Texas 77032
               (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 April 7, 2006, 40,898,180 shares of the Company's common stock were
outstanding.

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

<PAGE>


                                      INDEX


PART I                                                                    PAGE

Item 1. Financial Statements.

        Consolidated Balance Sheets as of July 31, 2005 and October 31,
         2004 (Unaudited)                                                   2

        Consolidated Statements of Operations of the Three Months Ended
         July 31, 2005 and 2004 and the Nine Months Ended July 31, 2005
         and 2004 (Unaudited)                                               3

        Consolidated Statements of Cash Flows for the Nine Months Ended
         July 31, 2005 and 2004 (Unaudited)                                 4

        Notes to Consolidated Financial Statements                         5-9

Item 2. Management's Discussion and Analysis or Plan of Operation         10-14

Item 3. Controls and Procedures.                                            15

PART II

Item 1. Legal Proceedings.                                                  16

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.        16

Item 3. Defaults Upon Senior Securities.                                    16

Item 4. Submission of Matters to Vote of Security Holders.                  16

Item 5. Other Information.                                                  16

Item 6. Exhibits and Reports on Form 8-K.                                 17-18

Signatures                                                                  19

Exhibit Index                                                             20-24

Certifications                                                            22-25

<PAGE>


     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.

<PAGE>


                     Imperial Petroleum Recovery Corporation

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                     ASSETS


                                                    July 31,        October 31,
                                                      2005              2004
                                                 --------------   --------------
CURRENT ASSETS
  Cash and cash equivalents                      $     281,727    $     412,156
  Trade accounts receivable, net                             -              200
  Inventory - net of reserve                           297,135                -
  Other receivable - related party                       8,114            2,500
  Prepaid expenses                                           -            4,000
                                                 --------------   --------------
        Total current assets                           586,976          418,856
PROPERTY AND EQUIPMENT, net                            162,721          251,223
OTHER ASSETS, net of accumulated amortization of
 $24,417 and $20,831, respectively                      42,512           47,991
                                                 --------------   --------------
  Total assets                                   $     792,209    $     718,070
                                                 ==============   ==============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Trade accounts payable                         $     620,274    $     756,558
  Other payables - related parties                      30,561          123,115
  Accrued liabilities                                  784,573        1,801,853
  Notes payable - related parties                            -          375,000
  Bridge note payable                                        -        1,725,417
  Current maturities of long-term obligations        1,107,939        1,109,743
  Other                                                      -            1,807
                                                 --------------   --------------
        Total current liabilities                    2,543,347        5,893,493

  Long-term obligations net of discount, less
   current maturities                                  890,201        1,186,403
  Guaranteed investment contract liability                   -          394,132
                                                 --------------   --------------
        Total liabilities                            3,433,548        7,474,028

STOCKHOLDERS' DEFICIT
  Common stock, par value $0.001; authorized
   100,000,000 shares; issued and outstanding
   40,085,029 and 20,845,687 shares respectively        40,085           20,846
  Additional paid-in capital                        14,904,671       11,762,008
  Accumulated deficit                              (17,586,095)     (18,538,812)
                                                 --------------   --------------
        Total stockholders' deficit                 (2,641,339)      (6,755,958)
                                                 --------------   --------------
                                                 $     792,209    $     718,070
                                                 ==============   ==============



        The accompanying notes are an integral part of these statements.


                                       2
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>                                         <C>            <C>            <C>            <C>
                     Imperial Petroleum Recovery Corporation

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                             For the three                 For the nine
                                                        months ended July 31,         months ended July 31,
                                                    ----------------------------  ----------------------------
                                                        2005           2004           2005           2004
                                                    -------------  -------------  -------------  -------------

Revenues                                            $      3,000   $          -   $      3,000   $     30,000
Cost of goods sold                                             -              -              -              -
                                                    -------------  -------------  -------------  -------------
      Gross profit (loss)                                  3,000              -          3,000         30,000
Operating expenses
    Selling, general and administrative
      expenses                                           265,752        111,510        827,320        448,952
    Research and development                              11,995              -         21,437              -
    Depreciation and Amortization                         29,929         35,129         96,196        105,761
                                                    -------------  -------------  -------------  -------------
    Total operating expenses                             307,676        146,639        944,953        554,713
                                                    -------------  -------------  -------------  -------------
      Loss from operations                              (304,676)      (146,639)      (941,953)      (524,713)
Other income (expense)
    Interest Income                                          535              -            820              -
    Gain on extinguishment of debt                       106,011          2,821      2,296,597          7,297
    Gain on disposition of assets                              -              -         11,466              -
    Interest expense                                    (165,497)      (239,319)      (414,213)      (657,813)
    Other Income (expense)                                     -              -              -          3,500
                                                    -------------  -------------  -------------  -------------
Total other income (expense), net                        (58,951)      (236,498)     1,894,670       (647,016)
                                                    -------------  -------------  -------------  -------------
      Net Income (loss)                             $   (363,627)  $   (383,137)  $    952,717   $ (1,171,729)
                                                    =============  ============== =============  =============

Net Income (loss) per common share - basic and
 diluted (Note F)

Net Income (loss) per common share basic            $      (0.01)  $      (0.02)  $       0.03   $      (0.06)

Net Income (loss) per common share diluted          $      (0.03)  $      (0.02)  $       0.00   $      (0.06)

Weighted average common shares outstanding - basic
 and diluted (Note F)                                 40,082,855     18,867,419     34,054,204     18,867,419
Weighted average common shares outstanding - fully
 diluted (Note F)                                     51,011,150     18,867,419     37,821,134     18,867,419
</TABLE>



        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>


                     Imperial Petroleum Recovery Corporation

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                            For the nine
                                                        months ended July 31,
                                                    ----------------------------
                                                        2005            2004
                                                    -------------  -------------
Increase (decrease) in cash and cash equivalents
  Cash flows from operating activities:
  Net Income (loss)                                 $    952,717   $ (1,171,729)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
    Depreciation and amortization                         96,196        105,761
    Share-based compensation                             214,000        190,000
    Gain on settlement of debt for stock              (2,148,808)
    Gain on write-off of accounts payable               (147,790)        (7,297)
    (Gain)/loss on disposal of property and
     equipment                                           (11,466)             -
    Debt discount amortization on 12% secured
     convertible notes                                    85,400              -
    Interest accretion of Guaranteed Investment
     Contract                                             73,197        102,599
  Changes in assets and liabilities:
    Trade accounts receivable                                200              -
    Inventory                                           (297,135)             -
    Other receivables, related party                      (4,970)             -
    Employee Advances                                       (644)             -
    Prepaid expenses                                       4,000        (18,000)
    Other assets                                           1,895              -
    Trade accounts payables                               58,453        (27,135)
    Other payables, related party                         19,788         69,599
    Accrued liabilities                                  257,239        553,148
    Deferred revenue                                           -        (30,000)
                                                    -------------  -------------
      Total adjustments                               (1,800,445)       938,675
                                                    -------------  -------------
      Net cash used in operating activities             (847,728)      (233,054)
                                                    -------------  -------------

  Cash flows from investing activities:
    Purchases of property and equipment                   (7,641)             -
    Proceeds from disposal of property and equipment       2,658              -
                                                    -------------  -------------
      Net cash (used) in investing activities             (4,983)             -
                                                    -------------  -------------

  Cash flows from financing activities:
    Proceeds from issuance of long-term obligations      750,000        875,000
    Principal payments on current portion of long-
     term obligations                                    (27,718)        (4,971)
                                                    -------------  -------------
      Net cash provided by financing activities          722,282        870,029
                                                    -------------  -------------

    Net increase (decrease) in cash and cash
     equivalents                                        (130,429)       636,975
    Cash and cash equivalents at beginning of period     412,156            331
                                                    -------------  -------------
    Cash and cash equivalents at end of period      $    281,727   $    637,306
                                                    =============  =============

  Supplemental disclosure of cash flow information
    Cash paid during the period for
      Interest                                      $      7,061   $     14,075
      Taxes                                         $          -   $          -



        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>


                     Imperial Petroleum Recovery Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             July 31, 2005 and 2004


Interim Financial Information

In the opinion of the management of Imperial Petroleum Recovery Corporation, the
accompanying  unaudited  financial  statements  include  all normal  adjustments
considered  necessary to present  fairly the  financial  position as of July 31,
2005 and the results of  operations  for the three  months and nine months ended
July 31, 2005 and 2004,  and cash flows for the nine months  ended July 31, 2005
and 2004.  Interim results are not necessarily  indicative of results for a full
year.

The  financial  statements  and notes are presented as permitted by Form 10-QSB,
and do not  contain  certain  information  included  in  the  Company's  audited
financial statements and notes for the fiscal year ended October 31, 2004.

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1.   Inventories
          -----------

     Inventory  consists of parts and labor on a single machine that the Company
     is building for resale.  Inventory is valued at lower of cost or market. As
     of July 31, 2005 the Company had $297,135 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.

     If we had elected to recognize compensation expense based on the fair value
     at the date of grant for awards in quarters  and the nine months ended July
     31,  2005 and 2004  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 CONSOLIDATED FINANCIAL STATEMENTS

                             July 31, 2005 and 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
<TABLE>
<CAPTION>
<S>     <C>                                 <C>          <C>          <C>          <C>
                                              For the three months       For the nine months
                                                      ended                     ended
                                                     July 31                   July 31
                                               2005         2004         2005          2004
                                            -----------  -----------  -----------  -------------
Net Income (loss) as reported               $ (363,627)  $ (383,137)  $  952,717   $ (1,171,729)
Pro forma effect of expensing stock based
 compensation plans using fair value method          -            -     (120,000)             -
                                            -----------  -----------  ----------   -------------
Net Income as adjusted                      $ (363,627)  $ (383,137)  $  832,717   $ (1,171,729)

Basic earnings per common share:
Net income (loss) as reported               $    (0.01)  $    (0.02)  $     0.03   $      (0.06)
Pro forma effect of expensing stock based
 compensation plans using fair value method $        -   $        -   $        -   $          -
Basic earnings per common share, as
 adjusted                                   $    (0.01)  $    (0.02)  $     0.03   $      (0.06)

Diluted earnings per common share:
Net income (loss) as reported               $    (0.03)  $    (0.02)  $        -   $      (0.06)
Pro forma effect of expensing stock based
 compensation plans using fair value method
Diluted earnings per common share, as
 adjusted                                   $    (0.03)  $    (0.02)  $        -   $      (0.06)
</TABLE>

     In  December  2004  the  FASB  issued  Statement  of  Financial  Accounting
     Standards  No.  123R  (SFAS  No.  123R)  is a  revision  of SFAS  No.  123,
     "Accounting  for  Stock-Based  Compensation",  and supersedes APB 25. Among
     other items, SFAS 123R eliminates the use of APB 25 and the intrinsic value
     method of  accounting,  and requires  companies  to  recognize  the cost of
     employee  services  received in exchange for awards of equity  instruments,
     based on the  grant  date  fair  value of those  awards,  in the  financial
     statements.  The effective date of SFAS 123R for Small Business  issuers is
     the first reporting period beginning after December 15, 2005, which will be
     for our second  quarter  2006.  SFAS 123R  permits  companies  to adopt its
     requirements using either a "modified  prospective"  method, or a "modified
     retrospective"   method.   Under   the   "modified   prospective"   method,
     compensation cost is recognized in the financial  statements beginning with
     the  effective  date,  based  on the  requirements  of  SFAS  123R  for all
     share-based payments granted after that date, and based on the requirements
     of SFAS 123 for all unvested  awards granted prior to the effective date of
     SFAS 123R. Under the "modified  retrospective" method, the requirements are
     the same as the "modified prospective" method, but also permits entities to
     restate  financial  statements of the previous  periods based upon proforma
     disclosures made in accordance with SFAS123.

                                       6
<PAGE>


                     Imperial Petroleum Recovery Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             July 31, 2005 and 2004


NOTE B - GOING CONCERN

     The accompanying 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  generated  limited  revenue  through  July 31,  2005,  and has
     sustained substantial losses from operations since inception.  In addition,
     as of July 31, 2005, the Company's current liabilities exceeded its current
     assets by $1,956,371,  it had $1,075,442 of debt obligations that were past
     due, and a deficit accumulated of $17,586,095. During the nine months ended
     July 31, 2005,  the Company used $847,728 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 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.

     During the nine months ended July 31,  2005,  the Company  raised  $750,000
     capital through best efforts financing

     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.

                                       7
<PAGE>


                     Imperial Petroleum Recovery Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             July 31, 2005 and 2004


NOTE C - INCOME (LOSS) PER COMMON SHARE

     The  following  data show the amounts used in computing net loss per common
     share,  including the effect on net income (loss) for the interest  expense
     on the 12 % convertible notes for the nine months ended July 31, 2005.
<TABLE>
<CAPTION>
<S>     <C>                             <C>             <C>            <C>            <C>
                                          For the three months ended     For the nine months ended
                                                   July 31                       July 31
                                             2005           2004           2005           2004
                                         -------------  -------------  -------------  -------------
Net Income loss per common share -
 basic and diluted
Net Income (loss) available to common
 shareholders                            $   (363,627)  $   (383,137)  $    952,717   $ (1,171,729)
Adjustments to net income for 12%
 convertible notes                           (972,553)             -       (911,221)             -
                                         -------------  -------------  -------------  -------------
Net Income (loss) available to common
 shareholders                            $ (1,336,180)  $   (383,167)  $     41,496   $ (1,171,729)
                                         =============  =============  =============  =============

Common shares outstanding during the
 entire period                             40,082,855     18,867,419     20,845,687     18,867,419
Weighted average common shares issued
 during the period                                  -              -     13,208,517              -
                                         -------------  -------------  -------------  -------------
Weighted average number of common
 shares used in basic EPS                  40,082,855     18,867,419     34,054,204     18,867,419
Dilutive effect of 12% convertible debt     8,271,739              -      2,787,546              -
Dilutive effect of warrants issued with
 convertible debt                           2,197,181              -        740,442              -
Dilutive effect of stock options              459,375              -        238,942              -
                                         -------------  -------------  -------------  -------------
Total dilutive effect of debt, warrants
 and options                               10,928,295              -      3,766,930              -
                                         -------------  -------------  -------------  -------------
Weighted average number of common
 shares and dilutive potential common
 stock used in diluted EPS                 51,011,150     18,867,419     37,821,134     18,867,419
                                         =============  =============  =============  =============
  Net loss per share - basic             $      (0.01)  $      (0.02)  $       0.03   $      (0.06)
  Net loss per share - diluted           $      (0.03)  $      (0.02)  $       0.00   $      (0.06)
                                         =============  =============  =============  =============
</TABLE>



                                       8
<PAGE>


                     Imperial Petroleum Recovery Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             July 31, 2005 and 2004


NOTE C - INCOME (LOSS) PER COMMON SHARE - CONTINUED

     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 when their  inclusion  would have been  antidilutive  for  periods in
     which they were outstanding.


NOTE D - SUBSEQUENT EVENTS


     Agribiofuels, LLC., ("Agribiofuels") is an entity in which the Company owns
     a portion of the members'  equity,  a board member  serves as a manager and
     the  major  stockholder  of the  Company  owns a  majority  portion  of the
     members'  equity.  In August 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.   In  addition,   once  the  biodiesel   facility  is  operational,
     Agribiofuels  will pay IPRC a  technology  and  licensing  fee  based  upon
     throughput.

     In August 2005, the Company granted Stone & Webster Management  Consultants
     the right to  fabricate  and  integrate  all MST systems to be delivered to
     customers in and outside the United  States in exchange for  marketing  and
     sales  contributions  in the fields of crude oil  production,  refining and
     transport,   biodiesel  and  alternative  fuels  production,   bilge  water
     treatment  and  environmental  clean up  projects.  In addition the Company
     granted  Agribiofuels,  LLC, a company partially owned by IPRC a license to
     use the MST technology in the production of biodiesel.

     In December,  2005 the Company executed an assignable  contract to purchase
     land and  improvements and Agribiofuels has paid the monthly non refundable
     option fee due  hereunder.  The  monthly  option  payments  will be applied
     toward the purchase  price,  if  applicable.  A feasibility  study is being
     conducted  regarding the operation of a high-efficiency,  cost effective 36
     million  gallon/year  biodiesel  production  facility on this property.  On
     March 21, 2006 the Company closed on the purchase of the land.

     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.

     Agribiofuels  has sold ninety two $50,000 Class A membership  interests for
     $4,600,000 between October 27, 2005 and January 24, 2006.

     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.

                                       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 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  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 financial  statements.  We believe that
the policies described in Note A of our annual report on Form 10-KSB may involve
a higher degree of judgment and  complexity in their  application  and represent
the  critical  accounting  policies  used in the  preparation  of our  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 third  quarter  ended July 31, 2005,  the  Company's  management
continued  its focus on  implementing  a business  model  consisting of five (5)
critical areas:

1.   Raising Additional Capital
2.   Settle Prior Obligations
3.   Bring SEC Filings Up-To-Date
4.   Establish Strategic Relationships
5.   Develop New MST Applications

                                       10
<PAGE>


     Raising Additional Capital. During the nine months ended July 31, 2005, the
Company raised $750,000 capital through best efforts financing.

     Settle Prior Obligations.  In June 2005, accrued management fees of $73,413
owed to Maya, LLC by the Company was converted  into a $100,000 12%  convertible
note. In May 2005,  the Company  completed the previous  settlement of a $91,236
accounts  payable  balance and the vendor  agreed to write-off  the balance.  In
April 2005 the GIC agreement was terminated  and settled.  The Company issued an
additional 682,301 share of common stock. The holder agreed to terminate the GIC
and  release  his lien  position.  In addition  during the first  quarter  ended
January 31, 2005,  the Company  converted  the  principal and accrued but unpaid
interest totaling $2,309,008 of that certain bridge loan executed in May 2002 in
favor of IPRC Bridge,  L.P. for 11,101,900 shares of the Company's common stock.
Additionally, in January 2005, the Company was able to convert the principal and
accrued but unpaid interest  totaling  $742,538 of that certain note executed in
February  2001 in favor of Maya,  LLC for  2,953,2058  shares  of the  Company's
common stock.

     Establish  Strategic  Relationships.  The Company  continued  looking for a
strategic  partner  who  could be the  Company's  global  provider  of  turnkey,
value-added  engineering design,  procurement,  construction,  maintenance,  and
operations  services  supporting the petrochemical,  refining and gas processing
industries. Subsequent to January 31, 2005, the Company entered into a Strategic
Marketing, Manufacturing and Technology Licensing Agreement with a subsidiary of
a Fortune 500  organization  with over 18,000  employees  strategically  located
around the world,  to fabricate and integrate all MST systems to be delivered to
customers in and outside the United  States in exchange for  marketing and sales
contributions  in the fields of crude oil  production,  refining and  transport,
biodiesel  and  alternative   fuels   production,   bilge  water  treatment  and
environmental clean up projects,

     This  relationship is continuing to expand and the Company hopes to receive
significant support from the involvement of our strategic partner members on its
business development team.

     Develop  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.
Furthermore,  in January 2005,  the Company  filed a  provisional  patent on the
application of MST in biodiesel production.

Subsequent Events

     In August 2005 the Company signed a management agreement with Agribiofuels,
LLC  ("Agribiofuels")  a related  party 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. Commencing August 1, 2005, Agribiofuels shall pay IPRC, in
consideration  of the  services  rendered  by IPRC  equal to  $75,000  per month
through December 31, 2005, and $120,000  thereafter  during the construction and
development  period.  In addition,  once the biodiesel  facility is operational,
Agribiofuels will pay IPRC a technology and licensing fee based upon throughput.

     In August 2005, the Company granted Stone & Webster Management  Consultants
the  right to  fabricate  and  integrate  all MST  systems  to be  delivered  to
customers in and outside the United  States in exchange for  marketing and sales
contributions  in the fields of crude oil  production,  refining and  transport,
biodiesel  and  alternative   fuels   production,   bilge  water  treatment  and
environmental clean up projects.  In addition the Company granted  Agribiofuels,
LLC, a company  partially  owned by IPRC a license to use the MST  technology in
the production of biodiesel.

                                       11
<PAGE>


     In December,  2005 the Company executed an assignable  contract to purchase
land and  improvements  and  Agribiofuels  has paid the monthly  non  refundable
option fee due hereunder. The monthly option payments will be applied toward the
purchase price, if applicable.  A feasibility study is being conducted regarding
the  operation  of a  high-efficiency,  cost  effective  36 million  gallon/year
biodiesel  production  facility on this property.  On March 21, 2006 the Company
closed on the purchase of the land.

     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.

     Agribiofuels  has sold ninety two $50,000 Class A membership  interests for
$4,600,000 between October 27, 2005 and January 24, 2006.

     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.


Results of Operations

For the Quarter Ended July 31, 2005, Compared to the Quarter Ended July 31, 2004
and the nine months ended July 31, 2005,  Compared to the nine months ended July
31, 2004

Revenues

     During the quarter ended July 31, 2005,  the Company  recognized  $3,000 in
revenue compared to $0 during the same quarter ended in 2004.

     During the nine months ended July 31, 2005, the Company  recognized  $3,000
in revenue  compared  to $30,000  during the period  ended in 2004.  The revenue
during the nine months ended July 31, 2004 is from license fees for distribution
throughout Indonesia and Singapore which agreement expired in 2004.

Selling, General and Administrative

     Selling, General and Administrative expenses ("SG&A") for the quarter ended
July 31, 2005 totaled $265,752  compared to $111,510 for same period in 2004 for
a net increase of $154,242. This increase was primarily comprised of an increase
in Salaries and Wages as the company had 5 full-time  and 1 part-time  employees
for the entire quarter ended 2005 vs. 4 full-time and 2 part-time  employees for
the quarter ended 2004, this increase was approximately $24,000. In addition the
remaining  bonus per the April 21, 2004 board  meeting of $23,000 was accrued as
the Company raised over  $1,500,000 in new capital and the new employee was paid
a sign on bonus of $10,000 and was awarded 200,000 shares of stock at a value of
$.15 per share this resulted in a $30,000  charge to SG&A  expense.  The company
also settled a management  agreement  with a related  party which  resulted in a
charge to SG&A of  $26,587.  The  additional  increase  in SG&A  relates  to the
Company's  increased  business activity including working on the SEC filings and
increased travel expenses for sales purposes.  In addition equipment repair cost
for the MST 1000 skid unit increased $6,177 as the unit was being prepared for a
potential new customer.

     SG&A  expenses  for the nine months  ended July 31, 2005  totaled  $827,320
compared to $448,952  for same  period in 2004 for a net  increase of  $378,368.
This increase was primarily comprised of a increase in Salaries and Wages as the
company had 5 full-time and 1 part-time  employees  for quarter  ending July 31,
2005 and 4  full-time  and 2 part-time  employees  for the six month ended April
2005 vs. 4 full-time and 2 part-time  employees for only five of the nine months
ended July 31, 2004. The total increase in salaries,  wages stock  compensation,
benefits and payroll  taxes for the nine months ended July 31, 2005 vs. 2004 was
approximately  $224,000.  The company also settled a management agreement with a
related  party which  resulted in a charge to SG&A of  $26,587.  The  additional
increase in SG&A relates to the Company's  increased business activity including
working on the SEC filings and increased travel expenses for sales purposes.  In
addition  equipment repair cost for the MST 1000 skid unit increased  $49,155 as
the unit was being prepared for a potential new customer.

                                       12
<PAGE>


Interest Expense

     During the quarter  ended in July 31, 2005 and 2004,  the Company  recorded
interest expense of $165,497 and $239,319  respectively,  a decrease of $73,822.
The decrease for the quarter in 2005 was the result of the Company settling past
due notes beginning in August, 2004 and continuing  throughout fiscal year 2005,
as well as the guaranteed investment contract in during April, 2005.

     During  the nine  months  ended in July 31,  2005  and  2004,  the  Company
recorded interest expense of $414,213 and $657,813  respectively,  a decrease of
$243,600.  This  decrease was the result of the Company  settling past due notes
beginning in August, 2004 and continuing throughout fiscal year 2005, as well as
the guaranteed investment contract in during April, 2005.

Gain on Extinguishment of Debt

     During the quarter ended in July 31, 2005, and 2004,  the Company  recorded
gain on extinguishment of debt of $106,011 and $2,821 respectively,  an increase
of $103,190. The increase during the quarter ended July 31, 2005 was a result of
the Company  writing off old vendor  payable  balances and completing a previous
accounts payable balance settlement.

     During  the nine  months  ended in July 31,  2005,  and 2004,  the  Company
recorded gain on extinguishment  of debt of $2,296,597 and $7,297  respectively,
an increase of  $2,289,300.  The increase  during the nine months ended July 31,
2005 was the  result  of the  Company  settling  past  due  notes  payable,  the
guaranteed investment contract, deferred salary amounts and accounts payable for
discounts.

Going Concern

     For the year an ended October 31, 2004 and 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 July 31, 2005, and has sustained substantial losses from
operations  since  inception.  In addition,  as of July 31, 2005,  the Company's
current liabilities exceeded its current assets by $1,956,371, it had $1,075,442
of  debt  obligations  that  were  past  due,  and  a  deficit   accumulated  of
$17,568,095.  During the nine  months  ended July 31,  2005,  the  Company  used
$847,728 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 July 31,
2005,  IPRC's  aggregate  current   liabilities  were  $2,543,347   compared  to
$5,893,493  at October 31,  2004.  On July 31,  2005,  the Company had  negative
working capital of $1,956,371 compared to negative working capital of $5,474,637
at October 31, 2004.  During the nine months  ended July 31,  2005,  the Company
obtained subscription agreements for notes totaling $850,000.

                                       13
<PAGE>


     As of July 31, 2005, the Company had cash of $281,727. 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 August 2006. The Company's current burn rate
in is $70,000 per month. As the operations of the Company ramp up, our burn rate
is expected to increase to $110,000 per month.  The Company  used  approximately
$850,000 to fund its  operations  and settle  existing  debt for the nine months
ended July 31, 2005.  This money was used for research and  development  and for
general and  administrative  expenses.  The Company  funded its fiscal year 2005
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 may 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 nine
months ended July 31, 2005, amounted to $847,728, an increase of $614,674,  over
the  $233,054 of net cash used in  operating  activities  during the nine months
ended  in July  31,  2004.  The  increase  is  primarily  due to the  loss  from
operations  of  $941,953  in the nine  months  ended July 31,  2005  compared to
$524,713  loss from  operations  in the nine  months  ended  July 31,  2004,  an
increase of  $417,240.  The Company had an increase in inventory of $297,135 for
the nine months ended July 31, 2005  compared to no change in inventory  for the
nine months  ended July 31, 2004.  In  addition,  the Company had an increase in
accrued  liabilities of $257,239 in the nine months ended July 31, 2005 compared
to an increase of $553,148 in the nine months ended July 31, 2004.

     Investing  Activities.  Cash used by investing  activities  during the nine
months ended July 31, 2005,  amounted to $4,983, an increase of $4,983, over the
$0 of net cash used in  investing  activities  during the nine months ended July
31, 2004.  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.

     Financing Activities.  The Company has financed its operating and financing
activities primarily from the proceeds of private placements of common stock and
debt.  During the nine  months  ended July 31,  2005,  the  Company's  financing
activities amounted to net provided in of $722,282, a decrease of $147,747, over
the $870,029 of net cash provided by financing activities during the nine months
ended July 31, 2004.

                                       14
<PAGE>


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 July 31, 2005, 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  financial  statements  of the Company for the years ended October
31, 2005, and 2004,  Malone & Bailey,  PC identified  deficiencies  in Company's
internal  controls related to the accrual of liabilities and the related expense
recognition, gain on extinguishment of debt 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 July 31, 2005, that have materially  affected,
or are  reasonably  likely to  materially  affect,  our  internal  control  over
financial reporting.

                                       15
<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.

     During  January 2005,  the Company  converted the principal and accrued but
unpaid interest totaling  $2,309,008 of that certain bridge loan executed in May
2002 in favor of IPRC Bridge, L.P. for 11,101,900 shares of the Company's common
stock.

     In January 2005,  the Company was able to convert the principal and accrued
but unpaid interest  totaling $742,538 of that certain note executed in February
2001 in favor of Maya, LLC for 2,953,2058 shares of the Company's common stock.

     In April 2005 the GIC agreement  was  terminated  and settled.  The Company
issued an additional 682,301 share of common stock in the settlement of the GIC.


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%. As of January  17,  2006,  the  Company  had not
entered  into a contract  for the sale,  or license of one or more MST units and
the Company has not made any installments. 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
nine months ended July 31, 2005.

Item 5. Other Information.

None.

                                       16
<PAGE>


Item 6. Exhibits and Reports on Form 8-K

(a)  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).


                                       17
<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)

     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.

                                       18
<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


Date: May 16, 2006               By: /s/ Alan B. Springer
                                     -------------------------------------------
                                     Alan B. Springer, Chairman and Chief
                                     Executive Officer

Date: May 16, 2006               By: /s/ Edward C. Gaiennie
                                     -------------------------------------------
                                     Edward C. Gaiennie, Chief Financial Officer
                                     and Principal Accounting Officer

                                       19
<PAGE>


                     IMPERIAL PETROLEUM RECOVERY CORPORATION

                          Exhibit Index to Form 10-QSB

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).

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<PAGE>


  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).

  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 December1, 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)

   21.1        Subsidiaries of Registrant Articles of Incorporation of the
               Company. (Incorporated by reference to the Company's 10K filed
               with the Commission on 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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