U.S. 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 FEBRUARY 28, 2001.

[ ]      Transition report under Section 13 or 15(d) of the Exchange Act.

         For the transition period from _______________ to _______________


Commission file number              001-15563
                       ---------------------------------------------------------


                                    IPI, INC.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


         MINNESOTA                          41-1449312
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of    (I.R.S. Employer Identification No.)
         Incorporation or Organization)

         8091 WALLACE ROAD
         EDEN PRAIRIE, MN 55344
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)


                                 (952) 975-6200
--------------------------------------------------------------------------------
         (Issuer's Telephone Number, Including Area Code)


                                 NOT APPLICABLE
--------------------------------------------------------------------------------
         (Former Name, Former Address and Former Fiscal Year, If Changed Since
         Last Report)


         Check whether 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 that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes __X__  No _____


         As of April 5, 2001, there were 4,859,087 Common Shares outstanding.


                                  Page 1 of 13
<PAGE>


                                    IPI, INC.
                                Table of Contents


                                                                            Page
                                                                            ----

PART I.  FINANCIAL INFORMATION

         Item 1.    Financial Statements (Unaudited)

                    Condensed Consolidated Balance Sheets as of February
                    28, 2001 and November 30, 2000.                         3

                    Condensed Consolidated Statements of Operations and
                    Comprehensive Income for the Three Months Ended
                    February 28, 2001 and February 29, 2000.                4

                    Condensed Consolidated Statements of Cash Flows for
                    the Three Months Ended February 28, 2001 and
                    February 29, 2000.                                      5

                    Notes to Condensed Consolidated Financial Statements.   6

         Item 2.    Management's Discussion and Analysis of Financial
                    Condition and Results of Operations.                    8-10

PART II. OTHER INFORMATION

         Item 1.    Legal Proceedings                                       11

         Item 2.    Changes in Securities                                   11

         Item 3.    Defaults Upon Senior Securities                         11

         Item 4.    Submission of Matters to Vote of Security Holders       11

         Item 5.    Other Information                                       11

         Item 6.    Exhibits and Reports of Form 8-K                        11

         Signatures                                                         12


                                       2
<PAGE>


PART I. FINANCIAL INFORMATION

ITEM 1.

                           IPI, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         February 28,     November 30,
                                                                             2001             2000
                                                                         ------------     ------------
<S>                                                                      <C>              <C>
                                     ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                                           $  5,500,000     $    643,000
     Short-term investments                                                 3,975,000           81,000
     Marketable equity securities                                          19,073,000       15,638,000
     Trade accounts receivable, net                                         1,312,000        1,370,000
     Current maturities of notes receivables, net of allowance of
         $171,000 and $182,000                                                717,000          707,000
     Inventories                                                              215,000          242,000
     Prepaid expenses and other                                               151,000          142,000
     Deferred income taxes                                                         --        1,173,000
                                                                         ------------     ------------
         Total current assets                                              30,943,000       19,996,000
                                                                         ------------     ------------

PROPERTY AND EQUIPMENT:
     Property and equipment                                                 2,007,000        1,924,000
     Less Accumulated depreciation                                         (1,224,000)      (1,148,000)
                                                                         ------------     ------------
         Property and equipment, net                                          783,000          776,000

NOTES RECEIVABLE, net of current maturities and allowance of
     $637,000 and $523,000                                                    706,000          753,000

GOODWILL AND OTHER INTANGIBLES, net                                         3,334,000        3,393,000
                                                                         ------------     ------------

                                                                         $ 35,766,000     $ 24,918,000
                                                                         ============     ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                    $    711,000     $    676,000
     Margin loans                                                                  --        4,438,000
     Accrued compensation                                                      53,000          189,000
     Accrued financing liabilities                                            145,000          145,000
     Deferred revenues                                                        167,000          200,000
     Income taxes payable                                                   2,781,000               --
     Deferred income taxes                                                  2,638,000               --
     Other accrued liabilities                                                812,000          689,000
                                                                         ------------     ------------
         Total current liabilities                                          7,307,000        6,337,000
                                                                         ------------     ------------

LONG-TERM CAPITAL LEASE OBLIGATIONS                                            86,000          105,000

SHAREHOLDERS' EQUITY:
     Common Stock, $.01 par value, 15,000,000 shares authorized:
         4,859,000 and 4,859,000 shares issued and outstanding                 49,000           49,000
     Additional paid-in capital                                            15,769,000       15,769,000
     Retained earnings                                                      7,212,000        3,032,000
     Unrealized gain (loss) on marketable securities available for
         sale, net of income tax effects                                    5,343,000         (374,000)
                                                                         ------------     ------------
         Total shareholders' equity                                        28,373,000       18,476,000
                                                                         ------------     ------------

                                                                         $ 35,766,000     $ 24,918,000
                                                                         ============     ============
</TABLE>


        The accompanying notes are an integral part of these consolidated
                                 balance sheets.

                                       3
<PAGE>


                           IPI, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                   February 28,     February 29,
                                                                                   -----------------------------
                                                                                       2001            2000
                                                                                   -----------------------------
<S>                                                                                <C>              <C>
REVENUES:
     Insty-Prints royalty and franchise fees                                       $    905,000     $    973,000
     Printing supplies and services                                                     497,000          681,000
     Company-owned print locations                                                      361,000          419,000
     Change of Mind Learning royalty fees and other income                               15,000           20,000
     Other income                                                                        78,000           86,000
                                                                                   ------------     ------------

     Total Revenues                                                                   1,856,000        2,179,000
                                                                                   ------------     ------------

COSTS AND EXPENSES:
     Insty-Prints franchise and printing operations:
       Cost of sales--supplies and services                                             378,000          520,000
       Cost of sales--print locations                                                   102,000          138,000
       Selling, general and administrative                                            1,185,000        1,295,000
       Amortization of goodwill                                                          48,000           62,000
                                                                                   ------------     ------------
                                                                                      1,713,000        2,015,000
                                                                                   ------------     ------------
     Change of Mind Learning franchise operations:
       Selling, general and administrative                                              387,000          100,000
       Amortization of goodwill                                                          12,000            7,000
                                                                                   ------------     ------------
                                                                                        399,000          107,000
                                                                                   ------------     ------------
OPERATING INCOME (LOSS)                                                                (256,000)          57,000

OTHER INCOME (EXPENSE)
     Interest and dividends on investments                                               43,000          216,000
     Interest expense on margin loans                                                   (57,000)              --
     Net gain on disposal of securities and other assets                              7,236,000            4,000
                                                                                   ------------     ------------
                                                                                      7,222,000          220,000

INCOME BEFORE INCOME TAX                                                              6,966,000          277,000
INCOME TAX EXPENSE                                                                    2,786,000          111,000
                                                                                   ------------     ------------

NET INCOME                                                                         $  4,180,000     $    166,000
                                                                                   ============     ============

BASIC AND DILUTED EARNINGS PER COMMON SHARE                                        $       0.86     $       0.03
                                                                                   ============     ============

WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON
     SHARE EQUIVALENTS OUTSTANDING
     - BASIC                                                                          4,859,000        4,810,000
                                                                                   ============     ============
     - DILUTED                                                                        4,859,000        4,810,000
                                                                                   ============     ============

OTHER COMPREHENSIVE INCOME, NET OF TAX (NOTE 1):
     Net Income                                                                    $  4,180,000     $    166,000
     Unrealized gain (loss) on marketable securities available for sale, net of
         income tax effects                                                           5,717,000          (63,000)
                                                                                   ------------     ------------
     Total Comprehensive Income                                                    $  9,897,000     $    103,000
                                                                                   ============     ============
</TABLE>


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

                                       4
<PAGE>


                           IPI, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                   February 28,     February 29,
                                                                                   -----------------------------
                                                                                        2001           2000
                                                                                   -----------------------------
<S>                                                                                <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                    $  4,180,000     $    166,000
     Adjustments to reconcile net income to net cash provided by (used
         in) operating activities-
         Depreciation and amortization                                                  117,000          131,000
         Realized gain on sale of marketable securities                              (7,232,000)              --
         Net change in other operating items:
              Trade accounts receivable                                                  60,000          103,000
              Inventories                                                                27,000           35,000
              Prepaid expenses and other                                                (23,000)        (110,000)
              Accounts payable, deferred revenues and other accrued
                  liabilities                                                         2,771,000          (55,000)
                                                                                   ------------     ------------
              Net cash provided by (used in) operating activities                      (100,000)         270,000
                                                                                   ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment, net                                            (83,000)         (61,000)
     Sale (purchases) of short-term investments, net                                 (3,894,000)       1,080,000
     Purchase of marketable equity securities                                                --       (1,490,000)
     Sale of marketable equity securities                                            13,325,000               --
     Change in notes receivable, net                                                     47,000           50,000
     Purchase of Dreamcatcher                                                                --         (560,000)
                                                                                   ------------     ------------

              Net cash provided by (used in) investing activities                     9,395,000         (981,000)
                                                                                   ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Retirement of margin loans                                                      (4,438,000)              --

              Increase (decrease) in cash and cash equivalents                        4,857,000         (711,000)

CASH AND CASH EQUIVALENTS, beginning of the period                                      643,000        2,022,000
                                                                                   ------------     ------------

CASH AND CASH EQUIVALENTS, end of period                                           $  5,500,000     $  1,311,000
                                                                                   ============     ============

SUPPLEMENTAL CASH FLOW INFORMATION:

     Income taxes paid                                                             $         --     $     38,000
                                                                                   ============     ============
</TABLE>


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

                                       5
<PAGE>


                           IPI, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   BASIS OF PRESENTATION

     The accompanying interim condensed consolidated financial statements of
     IPI, Inc. (IPI or the Company) and its wholly owned subsidiaries,
     Insty-Prints, Inc. ("Insty-Prints") and Change of Mind Learning Systems,
     Inc. (Change of Mind Learning) are unaudited; however, in the opinion of
     management, all adjustments necessary for a fair presentation of such
     financial statements have been reflected in the interim periods presented.
     Such adjustments consisted only of normal recurring items and all
     inter-company transactions have been eliminated in consolidation. The
     significant accounting policies, certain financial information and footnote
     disclosures that are normally included in financial statements prepared in
     accordance with accounting principles generally accepted in the United
     States, but which are not required for interim reporting purposes, have
     been condensed or omitted. The operating results for the interim periods
     presented are not necessarily indications of the operating results to be
     expected for the full fiscal year. The accompanying financial statements of
     the Company should be read in conjunction with the Company's audited
     financial statements for the years ended November 30, 2000 and 1999 and the
     notes thereto included in the Company's Form 10-KSB.

     In 1999, 2000 and 2001, marketable equity securities were purchased to
     enhance returns on cash funds. In accordance with Statement of Financial
     Accounting Standards No. 115, Accounting for Certain Investments in Debt
     and Equity Securities, these securities are shown on the balance sheet at
     market value and unrealized gains (losses) are reflected as a separate
     component of shareholders equity, net of income tax effects.

     The Company closed its Dallas Insty-Prints business that was established in
     April of 1999 through the acquisition of Regency. A charge for the
     estimated expenses of $840,000 to close the store was recorded effective
     November 30, 2000. The expenses relate to losses expected in the sale of
     equipment and furniture, the write-off of unamortized goodwill, costs to
     settle lease obligations and employee terminations. As of February 28,
     2001, the accrued expense balance related to the store closing charge was
     approximately $431,000.

     The Company is engaged in two business segments -- the franchising and
     operating of business printing centers under the trade name of
     Insty-Prints(R) and franchising and operating supplemental private learning
     centers under the trade name Change of Mind Learning Systems(R) (formerly
     Dreamcatcher Franchise Corporation).

     Statement of Financial Accounting Standards (SFAS) No. 133 -- "Accounting
     for Derivative Instruments and Hedging Activities" was issued during June
     1998 and, as amended by SFAS No. 137, establishes accounting and reporting
     standards for derivative instruments, including certain derivative
     instruments embedded in other contracts, and for hedging activities. It
     requires the recognition of all derivatives as either assets or liabilities
     in the statement of financial position and the measurement of those
     instruments at fair value. SFAS No. 133 is effective for the Company
     beginning December 1, 2000. The adoption of SFAS No. 133 did not have a
     material impact on the Company's consolidated results of operations,
     financial position or cash flows.

2.   ACQUISITIONS

     In April 1999, Texas IPI, L.P. purchased the printing related assets and
     assumed the facility and printing equipment leases of Regency Plaza
     Printing and Office Supplies, Inc. (Regency), located in Dallas, Texas. The
     consideration paid of $431,000 exceeded the fair value of assets received
     by $234,000 of goodwill that was being amortized on a straight line basis
     over fifteen (15) years. The assets purchased include furniture, computers,
     leasehold improvements, customer list and various printing equipment items.
     Leases assumed were primarily for presses, copiers and related printing
     equipment and the business facility. The operations of Texas IPI, L.P. are
     included in the IPI


                                       6
<PAGE>


     Statement of Operations from the date of acquisition. As noted in Note 1,
     this business was closed and a charge of $840,000 has been recognized as of
     November 30, 2000 for related expenses.

     In January 2000, the Company acquired substantially all the assets of
     Dreamcatcher Franchise Corporation and Dreamcatcher Learning Centers, Inc.
     (together, Dreamcatcher). The acquisition costs included the assumption of
     $395,000 in obligations, legal and other related costs of $40,000, a cash
     payment of $125,000, the issuance of 125,000 shares of the Company's stock
     with a valuation of $187,000 and a future maximum earn-out provision of
     $375,000, based on the achievement of certain levels of operational
     franchised learning centers. Through the period ended February 28, 2001, no
     earn-out provisions were earned or paid. The acquisition price and costs
     exceeded the fair value of assets received by $666,000, which has been
     recorded as goodwill that is being amortized on a straight-line basis over
     15 years. The assets purchased include furniture, computers, leasehold
     improvements and receivables.

     Subsequently, the name of the company was changed to Change of Mind
     Learning Systems, Inc. Change of Mind Learning franchises the
     establishment, development and operation of facilities providing
     supplemental private education services to people of all ages using
     personalized assessments with direct instruction in reading, writing,
     spelling, math, study skills, G.E.D. preparation and college preparation.
     As of February 28, 2001, there were nine operating franchise locations and
     one corporate-owned learning center.

3.   SIGNIFICANT INVESTMENT TRANSACTIONS:

     Through a series of purchases during the period from April 24, 2000 to
     September 25, 2000, the Company acquired 2,175,500 shares of common stock
     of Conseco, Inc. (NYSE: CNC), an Indiana based insurance and financial
     services company. The Company paid approximately $16,261,000 in total
     consideration for the 2,175,500 shares, all but $4,438,000 of which was
     financed from the working capital of the Company.

     In January 2001, the Company sold 815,100 shares of its holdings in
     Conseco, Inc. common stock and realized proceeds of $13,325,000 for a
     pre-tax gain of approximately $7,232,000. The after-tax gain was
     approximately $4,339,000 or $0.89 per share. Approximately $4,438,000 of
     the proceeds from the sale were used to re-pay all margin loans incurred
     when shares were purchased. The Company's total holdings in Conseco, Inc.
     constitute less than 1% of the approximately 325,264,000 outstanding shares
     of common stock of Conseco, Inc. The shares were purchased for investment
     purposes only and the Company has no relationship to Conseco, Inc. other
     than that of shareholder. All shares were purchased in open market
     transactions.

     From time to time, the Company has invested and may invest in other
     businesses or companies other than its core businesses of franchising and
     operating fast turnaround business printing operations and franchising
     learning centers. Although the Company has invested in other businesses or
     companies, the Company does not intend to become an investment company and
     intends to remain primarily an operating company.

4.   SUBSEQUENT EVENT:

     On March 8, 2001, the Company acquired 337,600 shares of common stock of
     Conseco, Inc. The Company paid approximately $4,905,000 in consideration
     for the 337,600 shares, which was financed from working capital of the
     Company. The Company now holds 1,698,000 shares of Conseco common stock at
     an approximate cost of $15,074,000 or $8.88 per share.


                                       7
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

     As of February 28, 2001, the Company, through its wholly-owned subsidiary
Insty-Prints, had 220 franchise locations and one Company-owned store and,
through Dreamcatcher, had nine franchise locations and two Company-owned
locations.

RESULTS OF OPERATIONS

     The following table sets forth certain statements of operations data as a
percentage of sales for the periods indicated:

<TABLE>
<CAPTION>
                                                                    Quarter Ended
                                                              February 28,   February 29,
                                                              ---------------------------
                                                                  2001           2000
                                                              ---------------------------
<S>                                                              <C>            <C>
Revenues:
    Insty-Prints royalty and franchise fees                       48.8%          44.7%
    Printing supplies and services                                26.8           31.3
    Company-owned print locations                                 19.4           19.2
    Change of Mind Learning royalty fees and other income          0.8            0.9
    Other income                                                   4.2            3.9
                                                                 -----          -----
         Total revenues                                          100.0          100.0
                                                                 -----          -----

Costs and expenses:
    Insty-Prints franchise and printing operations:
      Cost of sales--supplies and services                        20.4           23.9
      Cost of sales--print locations                               5.5            6.3
      Selling, general and administrative                         63.8           59.4
      Amortization of goodwill                                     2.6            2.9
                                                                 -----          -----
                                                                  92.3           92.5
    Change of Mind Learning franchise operations:
      Selling, general and administrative                         20.9            4.6
      Amortization of goodwill                                     0.6            0.3
                                                                 -----          -----
                                                                  21.5            4.9

Operating income (loss)                                          (13.8)           2.6
                                                                 -----          -----

Other income (expense):
    Interest and dividends on investments                          2.3            9.9
    Interest expense on margin loans                              (3.1)           0.0
    Net gain on disposal of securities and other assets          389.9            0.2
                                                                 -----          -----
                                                                 389.1           10.1
                                                                 -----          -----

Income before income tax                                         375.3           12.7
                                                                 -----          -----

Income tax expense                                               150.1            5.1
                                                                 -----          -----

Net income                                                       225.2%           7.6%
                                                                 =====          =====
</TABLE>

     Revenues. Total revenues for the three months ended February 28, 2001,
consisting of royalties, sales of printing supplies and services, company-owned
print and learning centers, and other income, totaled $1,856,000, a decrease of
$323,000 or 14.8% compared to the three months ended February 29, 2000.

     As expected, Insty-Prints royalty and franchise fees of $905,000 in the
first quarter of 2001 were 7% below the 2000 first quarter of $973,000. The
decrease in royalty and franchise fees was due primarily to a decline in the
number of franchised locations in 2001 compared to 2000.


                                        8
<PAGE>


     Sales of printing supplies and services for the first quarter of 2001
decreased to $497,000 from $681,000 in 2000 or 27%. The decrease in sales for
2001 resulted primarily from reduced sales of copier supplies due to such
products now being provided for in copier leases. Additionally, direct mail
services sales decreased due to reduced demand from franchise owners.

     Sales at Company-owned Insty-Prints decreased to $361,000 for the first
quarter of 2001, compared to $419,000 for the same quarter a year ago. The
Dallas print business was closed in early February 2001, which reduced sales in
the first quarter of 2001 compared to 2000.

     Change of Mind Learning royalties and other income were $15,000 for the
first quarter of 2001, compared to $20,000 for the same period a year ago. This
business began operations in January 2000 and is in its early stage of
development.

     Note interest and other income was $78,000 for the quarter ended February
28, 2001, which is a decrease of $8,000 or 9.3% from the same quarter a year
ago. For the first quarter of 2001, note interest and other income was less due
primarily to decreased levels of notes receivable that are outstanding.

     Cost of Sales--Printing Supplies and Services. Cost of sales decreased to
$378,000 for the first quarter of 2001 from $520,000 for 2000, a decrease of
27.3% for the quarter. The decrease in the quarter is the result of a related
decrease in product sales, as mentioned previously. Margins on printing supplies
and services for the three months ended February 28, 2001 were 23.9% compared to
23.6% for the same period in 2000.

     Cost of Sales--Company-owned Print Locations. Cost of sales decreased to
$102,000 for the first quarter of 2001 compared to $138,000 for the same quarter
a year ago. Cost of sales decreased due to decreased sales in 2001.

     Insty-Prints Selling, General and Administrative Expenses. Selling, general
and administrative expenses decreased to $1,185,000 for the first quarter of
2001 from $1,295,000 for the same period in 2000, a decrease of 8.5%. Expenses
decreased primarily due to reduced staffing and allocation of certain expenses
to Change of Mind Learning.

     Insty-Prints Amortization of Goodwill. Amortization of goodwill decreased
to $48,000 in the first quarter of 2001 compared to $62,000 in the same quarter
a year ago. The decrease resulted from the closing of a printing business,
effective November 30, 2000, and goodwill related to an intangible asset was
fully amortized in May 2000.

     Change of Mind Learning Franchise Operations. Selling, general and
administrative expenses were $387,000 for the first quarter of 2001, reflecting
an increase of $287,000 from the first quarter of 2000. Expenses increased due
to increased developmental efforts in the first quarter of 2001.

     Provision for Income Taxes. The Company's effective combined federal and
state income tax rate is estimated to be 40% for 2001 and was 40% for 2000.

LIQUIDITY AND CAPITAL RESOURCES

     During the three months ended February 28, 2001, the Company used funds of
$100,000 from operating activities, a decrease of $370,000 from $270,000 of
funds provided from operating activities for the first quarter of 2000.

     During the three months ended February 28, 2001, investment activities of
the Company included the purchase of $3,894,000 of short-term investments and
the sale of $13,325,000 of marketable equity securities held for sale. Financing
activities for the quarter ended February 28, 2001 included the retirement of
margin loans of $4,438,000.

     The Company has no bank debt or credit facility. Operations are funded from
cash generated by the business.


                                       9
<PAGE>


     Certain franchise owners have financed their equipment purchases through a
$6,000,000 equipment financing facility established with U.S. Bank Business
Finance Corporation by Insty-Prints for the benefit of the franchise owners.
However, future use of this financing program was terminated in April 2000. This
facility is guaranteed by the Company and Insty-Prints, whose contingent
liability under this agreement is the lesser of the outstanding balance or
$2,400,000. A loss reserve of $145,000 is recorded on the balance sheet at
February 28, 2001, representing estimated losses on this guarantee. The
aggregate balance outstanding under this facility as of February 28, 2001 was
$886,000.

FORWARD-LOOKING STATEMENTS

     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. With the exception of historical matters, the matters
discussed herein are forward-looking statements that involve risks and
uncertainties. These forward-looking statements are based on management's goals,
estimates, assumptions and projections. Actual results and events could differ
materially from those projected, anticipated or implicit in the forward-looking
statements as a result of certain risk factors. These factors include, but are
not limited to, increased competition from other business printing centers,
reduced demand for printed media, lack of experience in the supplemental private
education market, increased competition from other providers of educational
services, greater start-up costs than expected and other factors of which the
Company is unaware at this time. If any of these risks were to materialize,
royalty revenue from franchised locations and sales of products to such
locations by the Company would be reduced, thus reducing revenue and profits.

     The preceding discussion of financial condition and results of operations
should be read in conjunction with the financial statements and the related
notes thereto appearing elsewhere herein.


                                       10
<PAGE>


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

          The Company and its subsidiary are involved in various legal
          proceedings arising in the normal course of business, none of which is
          expected to result in any material loss to the Company or its
          subsidiary.

Item 2.   Changes in Securities

          Not applicable.

Item 3.   Defaults Upon Senior Securities

          Not applicable.

Item 4.   Submission of Matters to Vote of Security Holders

          None.

Item 5.   Other Information

          Not applicable.

Item 6.   Exhibits and Reports on Form 8-K                                 Page
                                                                           ----
          (a)  Exhibits.

               *11  Statement Re: Computation of per share earnings         13

          (b)  Reports on Form 8-K.

               The Company filed a Form 8-K report on February 7, 2001 related
               to the sale of Conseco common stock, which is classified as
               marketable equity securities held for sale.

               The Company filed a Form 8-K report on March 19, 2001 related to
               the purchase of Conseco common stock, which is classified as
               marketable equity securities held for sale.

               --------------------------
               *Filed herewith


                                       11
<PAGE>


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: April 6, 2001           IPI, Inc.



                               By:  /S/ Robert J. Sutter
                                    --------------------------------------------
                                    Robert J. Sutter
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)




                               By:  /S/ David M. Engel
                                    --------------------------------------------
                                    David M. Engel
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


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