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 January 31, 2006

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

             For the transition period from __________to __________

                         Commission file number: 0-21169

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

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

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

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

         Securities Registered under Section 12 (b) of the Exchange Act:
                                      None

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

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

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

<PAGE>


                                Table of Contents


Part I.........................................................................1
        Item 1. Financials Statements..........................................1
                Consolidated Balance Sheets (Unaudited)........................2
                Consolidated Statements of Operations (Unaudited)..............3
                Consolidated Statements of Cash Flows (Unaudited)..............4
                Notes To Unaudited Consolidated Financial Statements...........5

        Item 2. Management's Discussion and Analysis or Plan of Operation.....11
        Item 3. Controls and Procedures.......................................15


Part II- Other Information....................................................16
        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 a Vote of Security Holders...........16
        Item 5. Other Information.............................................16
        Item 6. Exhibits and Reports on Form 8-K..............................17


Signatures....................................................................19


Exhibit Index.................................................................20


Certifications................................................................22

<PAGE>


                                     Part I

Item 1 Financials Statements

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

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

<PAGE>


                     Imperial Petroleum Recovery Corporation

                           Consolidated Balance Sheets

                                   (Unaudited)


                                     ASSETS

                                                     January 31,    October 31,
                                                        2006           2005
                                                    -------------  -------------
CURRENT ASSETS
  Cash and cash equivalents                         $  1,321,004   $  1,506,515
  Trade accounts receivable, net                               -          2,000
  Other receivable - related party                           144          1,344
  Inventory                                              522,495        480,390
                                                    -------------  -------------
      Total current assets                             1,843,643      1,990,249
PROPERTY AND EQUIPMENT, net                              108,374        135,278
OTHER ASSETS, net of accumulated amortization of
 $26,808 and $25,613, respectively                        71,282         46,316
                                                    -------------  -------------
  Total assets                                      $  2,023,299   $  2,171,843
                                                    =============  =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Trade accounts payable                            $    359,467   $    568,364
  Other payables - related parties                        19,921         30,661
  Accrued liabilities                                    701,172        877,716
  Current maturities of long-term obligations          1,108,501      1,107,889
                                                    -------------  -------------
      Total current liabilities                        2,189,061      2,584,630

  Long-term obligations, less current maturities       1,069,327      1,057,796
  Securities of Consolidated Subsidiary                1,414,372      1,320,777
                                                    -------------  -------------
      Total liabilities                                4,672,760      4,963,203
  Commitments And Contingencies
STOCKHOLDERS' DEFICIT
  Common stock, par value $0.001; authorized
  100,000,000 shares; issued and outstanding
  40,898,180 and 40,085,029 shares respectively           40,899         40,085
  Additional paid-in capital                          15,290,880     15,104,668
  Accumulated deficit                                (17,981,240)   (17,936,113)
                                                    -------------  -------------
      Total stockholders' deficit                     (2,649,461)    (2,791,360)
                                                    -------------  -------------
                                                    $  2,023,299   $  2,171,843
                                                    =============  =============


     The accompanying notes are an integral part of these statements.

                                       2
<PAGE>


                     Imperial Petroleum Recovery Corporation

                      Consolidated Statements of Operations

                                   (Unaudited)
                     For the three months ended January 31,

                                                        2006           2005
                                                    -------------  -------------

Revenues                                            $          -   $          -
Cost of goods sold                                             -              -
                                                    -------------  -------------
        Gross profit (loss)                                    -              -
Operating expenses
    Selling, general and administrative expenses         310,258        191,643
    Research and development                              17,715          4,335
    Depreciation and amortization expense                 28,100         33,680
                                                    -------------  -------------
    Total operating expenses                             356,073        229,658
                                                    -------------  -------------
    Loss from operations                                (356,073)      (229,658)
Other income (expense)
    Interest income                                       12,167             16
    Gain on extinguishment of debt                       211,808      1,616,360
    Loss from Non-Controlling Interests in
     Consolidated Subsidiary                             206,405              -
    Gain on disposition of assets                              -         11,466
    Other Income                                               4              -
    Interest expense                                    (119,438)      (152,085)
                                                    -------------  -------------
                                                         310,946      1,475,757
Income taxes                                                   -              -
                                                    -------------  -------------
        Net Income (loss)                           $    (45,127)  $  1,246,099
                                                    =============  =============

Net income (loss) per common share - basic and
 diluted                                            $      (0.00)  $       0.05

Weighted average common shares outstanding - basic
 and diluted                                          40,208,769     24,690,572


     The accompanying notes are an integral part of these statements.

                                       3
<PAGE>


                     Imperial Petroleum Recovery Corporation

                      Consolidated Statements of Cash Flows

                                   (Unaudited)

                     For the three months ended January 31,


                                                         2006           2005
                                                     ------------  -------------
Increase (decrease) in cash and cash equivalents
  Cash flows from operating activities:
  Net Income (loss)                                  $   (45,127)  $  1,246,099
  Adjustments to reconcile net loss to net cash used
  in operating activities:
    Depreciation and amortization                         28,100         33,680
    Loss from Non-Controlling Interests in
     Consolidated Subsidiary                            (206,405)             -
    Interest accretion on Guaranteed Investment
     Contract                                                  -         44,534
    Discount amortization on 12% secured convertible
     notes                                                20,029              -
    Gain on settlement of debt for stock                 (29,815)    (1,595,384)
    Gain on write-off of accounts payable               (181,991)       (20,976)
    (Gain)/loss on disposal of property and equipment          -        (11,466)
  Changes in assets and liabilities:
    Trade accounts receivable                              2,000            200
    Inventory                                            (42,105)       (45,000)
    Prepaid & other expenses                               1,200          1,248
    Trade accounts payables                              (60,915)        (6,738)
    Other assets                                         (26,161)             -
    Other payables, related party                        (10,740)        (6,799)
    Accrued liabilities                                   74,305        104,773
                                                     ------------  -------------
      Total adjustments                                 (432,498)    (1,501,928)
                                                     ------------  -------------
      Net cash used in operating activities             (477,625)      (255,829)
                                                     ------------  -------------

  Cash flows from investing activities:
    Proceeds from disposal of property and equipment           -          2,658

  Cash flows from financing activities:
    Proceeds from sale of  securities of consolidated
     subsidiary                                          300,000              -
    Principal payments on current portion of
     long-term obligations                                (7,886)        (9,124)
                                                     ------------  -------------
      Net cash provided by financing activities          292,114         (9,124)
                                                     ------------  -------------

    Net increase (decrease) in cash and cash
     equivalents                                        (185,511)      (262,295)
    Cash and cash equivalents at beginning of period   1,506,515        412,156
                                                     ------------  -------------
    Cash and cash equivalents at end of period       $ 1,321,004   $    149,861
                                                     ============  =============

  Supplemental disclosure of cash flow information
      Cash paid during the period for Interest       $     1,102   $      2,578
      Cash paid during the period for Income taxes   $         -   $          -


     The accompanying notes are an integral part of these statements.

                                       4
<PAGE>


                     Imperial Petroleum Recovery Corporation

              Notes to Unaudited Consolidated Financial Statements

Interim Financial Information

In the opinion of the management of Imperial Petroleum Recovery Corporation, the
accompanying  unaudited  consolidated  financial  statements  include all normal
adjustments  considered necessary to present fairly the financial position as of
January  31,  2006 and the  results of  operations  for the three  months  ended
January 31, 2006 and 2005, and cash flows for the three months ended January 31,
2006 and 2005.  Interim results are not necessarily  indicative of results for a
full year.

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

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Inventory  consists of components to be assembled  into the Company's  products.
Inventory  is valued at lower of cost or market.  As of January  31,  2006,  the
Company had $522,495 of inventory.

2.   Warrants, Stock options & Restricted stock program
     --------------------------------------------------

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

     If we had elected to recognize compensation expense based on the fair value
at the date of grant for awards in quarters and the three  months ended  January
31, 2006 and 2005 consistent with the provisions of SFAS 123, our net income and
earnings per share would have been reduced to the following  unaudited pro forma
amounts:

                                       5
<PAGE>


                     Imperial Petroleum Recovery Corporation

              Notes to Unaudited Consolidated Financial Statements



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED


<TABLE>
<CAPTION>
                                                                   For the three months ended
                                                                           January 31
                                                                     2006               2005
                                                                -------------      -------------
<S>                                                             <C>                <C>
Net Income (loss) as reported                                   $     (45,127)     $   1,246,099

Pro forma effect of expensing stock based compensation plans                                --
using fair value method                                                  --        -------------
                                                                -------------      $   1,246,099
Net Income (loss) as adjusted                                   $     (45,127)     =============
                                                                =============
Basic earnings per common share:                                                   $        0.05
Net income (loss) as reported                                   $       (0.00)
 Pro forma effect of expensing stock based compensation plans                      $        --
 using fair value method                                        $        --        -------------
                                                                -------------      $        0.05
Basic earnings per common share, as adjusted                    $       (0.00)     =============
                                                                =============

</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 consolidated  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  consolidated
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  consolidated  financial  statements of the previous
periods based upon proforma disclosures made in accordance with SFAS123.



                                       6
<PAGE>


                     Imperial Petroleum Recovery Corporation

              Notes to Unaudited Consolidated Financial Statements



NOTE B - GOING CONCERN

     The accompanying  consolidated  financial  statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America,  which contemplate  continuation of the Company as a going concern. The
Company has not generated any revenue  during the three months ended January 31,
2006, and has sustained  substantial losses from operations since inception.  In
addition, as of January 31, 2006, the Company's current liabilities exceeded its
current assets by $345,418;  it had $75,442 of debt  obligations  that were past
due, and an  accumulated  deficit of  $17,981,240.  During  fiscal first quarter
ended  January  31,  2006,  the  Company  used  $477,625  of cash  in  operating
activities, which was funded primarily through the issuance of debt, rather than
provided by its operations.

     In view of the matters described in the preceding paragraph, recoverability
of a major  portion of the  recorded  asset  amounts  shown in the  accompanying
balance sheet is dependent  upon continued  operations of the Company,  which in
turn is dependent upon the Company's ability to meet its financing  requirements
on a  continuing  basis,  to maintain  present  financing  and to succeed in its
future  operations.  The  consolidated  financial  statements do not include any
adjustments  relating to the recoverability and classification of recorded asset
amounts or amounts and  classification  of  liabilities  that might be necessary
should the Company be unable to continue in existence.  The Company continues to
take the following  steps to revise its  operating  and  financial  requirements
which it believes  are  sufficient  to provide  the Company  with the ability to
continue  in  existence  as  described  in detail in its  October  31, 2005 Form
10-KSB. Recent events are as follows:

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

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

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

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


NOTE C - PROPERTY AND EQUIPMENT


     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.  On March 21, 2006 the  Company  closed on the
purchase of the land.


                                       7
<PAGE>


                     Imperial Petroleum Recovery Corporation

              Notes to Unaudited Consolidated Financial Statements



NOTE D - LONG TERM OBLIGATIONS

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

NOTE E - STOCKHOLDERS' DEFICIT


     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.
This transaction resulted in a gain on the settlement of debt of $29,815.

NOTE F- RELATED PARTY TRANSACTIONS

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



                                       8
<PAGE>



                     Imperial Petroleum Recovery Corporation

              Notes to Unaudited Consolidated Financial Statements



NOTE F- RELATED PARTY TRANSACTIONS-CONTINUED


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


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

     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.
During fiscal 2005,  Agribiofuels and the Company signed a management  agreement
to provide  certain  general  business,  financial  consultation  and advice and
management  services to  Agribiofuels  in  connection  with the operation of its
business  and  to  provide  technology  and  training  in  operating   Microwave
Separation  Technology ("MST") in the manufacture of biodiesel product.  Per the
management  agreement,  Agribiofuels agreed to pay $75,000 per month from August
through  December 31, 2005 and $120,000  per month during the  construction  and
development  period beginning January 1, 2006. For the quarter ended January 31,
2006  Agribiofuels  paid the IPRC  $270,000.  In  addition,  once the  biodiesel
facility is operational,  Agribiofuels  will pay IPRC a technology and licensing
fee based upon throughput.

       2.        Employee Benefits

     During  2004 an  entity  owned by the CEO and CFO of the  Company  provided
benefits to certain employees utilizing a professional  employment  organization
("PEO").  During the quarters  ended  January 31, 2006 and 2005 the Company paid
$28,213 and $12,000 for this service.  The employees covered were paid a portion
of their salaries amounting to $11,749.  The entity owned by the CEO and CFO had
an existing  contract with the PEO as the Company's  credit made it difficult to
purchase insurance for its employees.

         3.         Employee deferred Salaries

     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.
This transaction resulted in a gain on the settlement of debt of $29,815.


NOTE G - SECURITIES OF CONSOLIDATED SUBSIDIARY, NET

     Agribiofuels, LLC, a Texas limited liability company ("Agribiofuels") is an
entity in which the Company owns 20% of the members'  equity and a board member,
stockholder of IPRC owns 80% of the members' equity.  The Company is the manager
of  Agribiofuels  as provided by their  management  agreement.  In the Company's
judgment it can exert  significant  influence over the policies and decisions of
Agribiofuels  although  the  Company  does  not  have a  majority  interest.  In
accordance  with the FASB  issued  Financial  Interpretation  (FIN)  No.  46(R),
Consolidation of Variable  Interest  Entities,  an Interpretation of ARB No. 51;
the accounts and operations of Agribiofuels  are included in these  consolidated
financial  statements.  Significant  transactions  with  Agribiofuels  have been
eliminated in consolidation.

     Agribiofuels has sold six $50,000 Class A membership interests for $300,000
between November 1, 2005 and January 31, 2006.


NOTE H - INCOME (LOSS) PER COMMON SHARE

     The following  data shows the amounts used in computing net loss per common
share,  including the effect on net loss for the accretion of redeemable  common
stock to the redemption amount.


                                       9
<PAGE>


       For the three months ended January 31,

<TABLE>
<CAPTION>
                                                                                   2006               2005
                                                                               -----------         ----------
Net Income loss per common share - basic and diluted
<S>                                                                            <C>                 <C>
   Net Income (loss) available to common shareholders-basic and diluted        $   (45,127)        $1,246,099

Common shares outstanding during the entire period                              40,085,029         20,845,687
Weighted average common shares issued during the period                            123,740          3,844,885
                                                                               -----------         ----------
Weighted average number of common shares used in basic and diluted EPS          40,208,769         24,690,572
Net loss per share - basic and diluted                                         $     (0.00)        $     0.05
                                                                               ===========         ==========

</TABLE>

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

NOTE I - SUBSEQUENT EVENTS

     In  February  of  2006  the  Company  signed  a  note   agreement   whereby
Agribiofuels  would loan IPRC up to  $500,000.  Interest  will accrue at 8%. The
principal  and interest are due in February of 2009.  The note can be prepaid at
anytime.  The  note is  payable  in  cash or  payments  owed to IPRC  under  its
technology agreement may be applied to the note balance.



                                       10
<PAGE>

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


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

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

Critical Accounting Policies

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

Overview

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


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



                                       11
<PAGE>




     During the first quarter ended January 31, 2006,  the Company's  management
continued  its focus on  implementing  a business  model  consisting of five (5)
critical areas:

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

       Recent events are as follows:

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

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

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

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

     Agribiofuels, LLC., ("Agribiofuels") is an entity in which the Company owns
20% 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.
During fiscal 2005,  Agribiofuels and the Company signed a management  agreement
to provide  certain  general  business,  financial  consultation  and advice and
management  services to  Agribiofuels  in  connection  with the operation of its
business  and  to  provide  technology  and  training  in  operating   Microwave
Separation  Technology ("MST") in the manufacture of biodiesel product.  Per the
management  agreement,  Agribiofuels agreed to pay $75,000 per month from August
through  December 31, 2005 and $120,000  per month during the  construction  and
development  period beginning January 1, 2006. For the quarter ended January 31,
2006 Agribiofuels paid IPRC $270,000.  In addition,  once the biodiesel facility
is operational,  Agribiofuels will pay IPRC a technology and licensing fee based
upon throughput.

     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.

Subsequent Events

     In  February  of  2006  the  Company  signed  a  note   agreement   whereby
Agribiofuels  would loan IPRC up to  $500,000.  Interest  will accrue at 8%. The
principal  and interest are due in February of 2010.  The note can be prepaid at
anytime.  The  note is  payable  in  cash or  payments  owed to IPRC  under  its
technology agreement may be applied to the note balance



                                       12
<PAGE>


Results of Operations

For the Quarter  Ended  January 31, 2006,  Compared to the Quarter Ended January
31, 2005

         Selling, General and Administrative

     General and administrative  expenses for the quarter ended January 31, 2006
totaled $310,258 compared to $191,643 for same period in 2005 for a net increase
of $118,615.  This increase was  primarily  comprised of an increase in salaries
and wages as the Company had 5 full-time and 1 part-time  employees as well as 3
full time  consultants  during the 2006 quarter vs. 4 full-time  and 2 part-time
employees  during the 2005 quarter in addition to the increase  expenditures  in
activities with the higher head count.  The remaining  increase was due to legal
and professional activity related to the Company's regulatory filings.

         Interest Expense

     During the quarters ended January 31, 2006 and 2005,  the Company  recorded
interest expense of $119,438 and $152,085  respectively,  a decrease of $32,647.
The decrease for the quarter in 2006 was the result of the Company settling past
due notes in October of 2004 and the quarter ending January 31, 2005.

         Gain on Extinguishment of Debt

     During the quarters ended January 31, 2006, and 2005, the Company  recorded
gain on  extinguishment  of debt of  $211,808  and  $1,616,360  respectively,  a
decrease of $1,404,552.  The decrease  during the quarter ended January 31, 2006
was the  result  of the  Company  settling  larger  past due notes  payable  and
accounts payable for discounts during the quarter ended January 31, 2005.


Going Concern

     For the year ended  October 31, 2005,  the Company's  independent  auditors
stated that the Company's financial condition raises substantial doubt about its
ability to  continue as a going  concern.  The  Company  has  generated  limited
revenue  through  January 31, 2006,  and has sustained  substantial  losses from
operations since inception.  In addition,  as of January 31, 2006, the Company's
current liabilities  exceeded its current assets by $345,418,  it had $75,442 of
debt obligations that were past due, and an accumulated  deficit of $17,981,240.
During the first quarter  ended  January 31, 2006,  the Company used $477,625 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.

                                       13
<PAGE>



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 January
31, 2006,  IPRC's  aggregate  current  liabilities  were $2,189,061  compared to
$2,949,820  at January 31, 2005.  On January 31, 2006,  the Company had negative
working capital of $345,418  compared to negative  working capital of $2,749,167
at January 31, 2005.

     As of January 31, 2006, the Company had cash of  $1,321,004.  Giving effect
to 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 is approximately  $130,000 however due to the legal
cost of our new patents and the  settlement of some payable  accounts our actual
burn rate was approximately $160,000 for the 3 months ended January 31, 2006. As
the  operations of the Company ramp up, our burn rate is expected to increase to
$140,000  per month.  The Company used  $1,314,550  to fund its  operations  and
settle  existing  debt for fiscal  2005.  This money was used for  research  and
development and for general and administrative  expenses. The Company funded the
current three months ended  expenditures,  commitments and capital  requirements
primarily  through  cash flows from  financing  activities,  with an  increasing
amount of the Company's working capital requirements provided through cash flows
from operations. There can be no assurance that the Company's operations will be
able to generate  sufficient capital from operations.  Further,  there can be no
assurance  that  the  Company  will be  able  to  raise  sufficient  funds  from
financings to fund its working  capital  requirements,  or if financings  occur,
that they would be  completed on terms  favorable  to the  Company.  The Company
anticipates  that it will need to engage in best efforts sales of its securities
to raise needed working capital. Failure to raise necessary working capital will
cause us to curtail operations.

     Operating  Activities.  Cash used in operating  activities during the three
months ended  January 31, 2006,  amounted to $477,625,  an increase of $221,796,
over the  $255,829  of net cash  provided  by  operating  activities  during the
quarter ended  January 31, 2005.  The increase is primarily due to the loss from
operations  of  $356,073  in the quarter  ended  January 31, 2006  compared to a
$229,658 loss from operations in the quarter ended January 31, 2005, an increase
of  $126,415.  The Company had a decrease in accounts  payable of $60,915 in the
quarter  ended January 31, 2006 compared to a decrease of $6,738 for the quarter
ended  January 31,  2005 an  increase  of cash used of $54,177 in  addition  the
Company had an increase in accrued  liabilities  of $74,305 in the quarter ended
January  31, 2006  compared  to an  increase  of  $104,773 in the quarter  ended
January 31, 2005 an increase in cash used of $30,468.

     Investing  Activities.  Cash  provided by investing  activities  during the
quarter ended January 31, 2006, amounted to $0, an decrease of $2,658,  relative
to the $2,658 of net cash provided by in investing activities during the quarter
ended in 2005.  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 during the quarter ended January 31, 2005. This
resulted in a gain on sale of assets of $11,466.

     Financing  Activities.  The Company  financed its  operating  and financing
activities  primarily  from the proceeds  from  subscriptions  of  securities of
Agribiofuels,  LLC of $300,000  During the quarter ended  January 31, 2006,  the
Company's  financing  activities  amounted to net cash provided of $292,114,  an
increase of $301,238,  over the $9,124 of net cash used in financing  activities
during the quarter ended January 31, 2005.


                                       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 January 31, 2006, the disclosure  controls and procedures
of the Company were not effective to ensure that the information  required to be
disclosed  in the  Company's  Exchange  Act  reports  was  recorded,  processed,
summarized and reported on a timely basis.

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

     There were no changes in internal  controls over  financial  reporting that
occurred  during the  quarter  ended  January  31,  2006,  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.



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


Item 3. Defaults upon Senior Securities.


     In June 2004,  IPRC entered  into a security  deposit  payment  forbearance
agreement  with the  successor  in  interest  to  Mobil  Technology  Company  in
connection with the marketing  agreement entered into in October 1999 with Mobil
Technology Company ("MTC").  Pursuant to the 1999 agreement, MTC provided IPRC a
$1,000,000  security  deposit,  which  IPRC  was to repay on  August  10,  2003.
Pursuant to the  forbearance  agreement,  if the Company entered into a contract
for the sale,  or  license  of one or more MST units by October  31,  2004,  the
Company  was  obligated  to payoff the  security  deposit  in six (6)  quarterly
installments. If IPRC fails to enter into a contract for the sale, or license of
one or more MST  units by  October  31,  2005 or fails to  payoff  the  security
deposit by December  31,  2005,  then IPRC shall  accrue  interest on the unpaid
security deposit plus any accrued interest, at a rate equal to the prime rate of
Citibank  (New York) at the close of  business on the last  business  day of the
calendar year  immediately  preceding each  respective year plus 4%. In February
2006 the  Company  executed a new  forbearance  agreement  and agreed to pay the
successor 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
quarter ended January 31, 2006.


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 Shaes 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)  10.20  Note  agreement   between  IPRC  and
                  Agribiofuels, LLC

         10.20    Note agreement between IPRC and Agribiofuels, LLC

         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





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

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

                                       19

<PAGE>



                     Imperial Petroleum Recovery Corporation

                                  Exhibit Index

Exhibit No.        Identification of Exhibit


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


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

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

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

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

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

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

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

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

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


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

                                       20
<PAGE>

         10.10    Amendment No. 1 dated July 27, 2001 to the Warrant for the
                  Purchase of Shaes 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
                  December 1, 2005).

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

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

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

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

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

         10.19    Second Forbearance  Agreement,  dated January 1, 2006, between
                  IPRC and the successor in interest to Mobil. .(incorporated by
                  reference to the  Company's  10K filed with the  Commission on
                  March  21,  2006)  10.20  Note  agreement   between  IPRC  and
                  Agribiofuels, LLC

         10.20    Note agreement between IPRC and Agribiofuels, LLC

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

         31.1     Certification of Alan Springer.

         31.2     Certification of Edward Gaiennie.

         32.1     Certification for Sarbanes-Oxley Act of Alan Springer.

         32.2     Certification for Sarbanes-Oxley Act of Edward Gaiennie.

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