UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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

For the quarterly period ended June 30, 2008



OR



[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from to

Commission File Number: 000-51449





INTERNATIONAL POWER GROUP, LTD.

(Exact name of registrant as specified in its charter)



|                                               |  |                                  
|---------------------------------------------- |  | ---------------------------------
|Delaware                                       |  | 20-1686022                       
|(State or other jurisdiction of incorporation) |  | (IRS Employer Identification No.)



|                                                |  |           
|----------------------------------------------- |  | ----------
|950 Celebration Blvd. Suite A, Celebration, FL. |  | 34747     
|(Address of principal executive office)         |  | (Zip Code)



(407) 566-0318

(Issuers telephone number)



|                                                                                 |     | 
|-------------------------------------------------------------------------------- | --- | 
|                                                                                 | N/A | 
|(Former name, former address & former fiscal year, if changed since last report)



Check whether the issuer (1) has filed all documents and reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings for the past 90 days.     YES [X]    NO   [  ]



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.

|                        |       |  |                           |      
|----------------------- | ----- |  | ------------------------- | -----
|                        |       |  |                           |      
|Large accelerated filer | [   ] |  | Accelerated filer         | [   ]
|Non-accelerated filer   | [   ] |  | Smaller reporting company | [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 August 13, 2008, the number of the Company's shares of par value $0.00001 common stock outstanding was 470,685,615



Transitional Small Business Disclosure Format (check one)    [  ] Yes   [X] No





Page 1 of 21





International Power Group, Ltd.

Form 10-Q

Period Ended June 30, 2008







TABLE OF CONTENTS





PART I  FINANCIAL INFORMATION

3

Item 1 - Financial Statements

3

Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations

11

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

17

Item 4 - Controls and Procedures

17

PART II - OTHER INFORMATION

18

Item 1 - Legal Proceedings

18

Item 1A. Risk Factors

18

Item 2 - Unregistered Sale of Equity Securities and Use of Proceeds

18

Item 3 - Defaults upon Senior Securities

18

Item 4 - Submission of Matters to a Vote of Security Holders

18

Item 5 - Other Information

19

Item 6 - Exhibits

19

SIGNATURES

20

INDEX TO ATTACHED EXHIBITS

21





Page 2 of 21





PART I  FINANCIAL INFORMATION

Item 1 - Financial Statements



INTERNATIONAL POWER GROUP, LTD

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                           |                           |  |                            
|---------------------------------------------------------- | ------------------------- |  | ---------------------------
|ASSETS                                                    
|                                                           | June 30, 2008             |  | December 31, 2007          
|                                                           | (unaudited)               |  | (audited)                  
|Current Assets                                             |                           |  |                            
|Cash                                                       | $                   7,659 |  | $                         -
|Miscellaneous accounts receivable - net                    | 108,646                   |  | 32,182                     
|Stock subscriptions receivable                             | 110,000                   |  | -                          
|Prepaid expenses                                           | 24,567                    |  | 133                        
|Total current assets                                       | 250,872                   |  | 32,315                     
|                                                           |                           |  |                            
|Other Assets                                               |                           |  |                            
|Patents-net                                                | 2,150,412                 |  | 2,300,000                  
|Deposit                                                    | 27,000                    |  | 16,766                     
|Other assets                                               | 14,362                    |  | 14,360                     
|Total other assets                                         | 2,191,774                 |  | 2,331,126                  
|TOTAL ASSETS                                               | $            2,442,646    |  | $            2,363,441     
|                                                           |                           |  |                            
|LIABILITIES AND STOCKHOLDERS EQUITY                       |                           |  |                            
|Liabilities                                                |                           |  |                            
|Accounts payable                                           | $            1,050,293    |  | $               955,111    
|Accrued expenses                                           | 20,603                    |  | 38,336                     
|Loans payable to related parties                           | 459,069                   |  | 755,874                    
|Acquisition payable                                        | 962,057                   |  | 962,057                    
|Convertible loan                                           | 800,000                   |  | -                          
|Deposits for Stock                                         | 20,000                    |  | -                          
|Total current liabilities                                  | 3,312,022                 |  | 2,711,378                  
|                                                           |                           |  |                            
|Stockholder's Deficit                                      |                           |  |                            
|Common stock: authorized, 750,000,000 shares of $.0001 par | 4,650                     |  | 3,734                      
|value; issued and outstanding, 465,001,973 and 415,246,973 |                           |  |                            
|shares, respectively                                       |                           |  |                            
|Capital in excess of par value                             | 24,998,759                |  | 17,434,713                 
|Additional paid in capital - Warrants                      | 3,307,090                 |  | 1,568,702                  
|Additional paid in capital - Options                       | 3,800,000                 |  | 3,653,000                  
|Accumulated other comprehensive income                     | (195)                     |  | 1,869                      
|Deficit accumulated during development stage               | (32,979,680)              |  | (23,009,955)               
|Total stockholders deficit                                | (869,376)                 |  | (347,937)                  
|TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                | $            2,442,646    |  | $            2,363,441     



The accompanying notes are integral part of these consolidated financial statements





Page 3 of 21





INTERNATIONAL POWER GROUP, LTD

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT ACCUMULATED DURING

DEVELOPMENT STAGE

(Unaudited)



|                                  |                                  |  |                                  |  |                                             
|--------------------------------- | -------------------------------- |  | -------------------------------- |  | --------------------------------------------
|                                  | Three Months Ended
June 30, 2008 |  | Three Months Ended
June 30, 2007 |  | 21-Jan-98
Date of Inception
To June 30, 2008
|                                  |                                  |  |                                  |  |                                             
|REVENUES                          | $                           -    |  | $                       -        |  | $                      -                    
|                                  |                                  |  |                                  |  |                                             
|OPERATING EXPENSES                | 5,774,699                        |  | 1,486,471                        |  | 32,861,421                                  
|                                  |                                  |  |                                  |  |                                             
|OPERATING LOSS                    | (5,774,699)                      |  | (1,486,471)                      |  | (32,861,421)                                
|                                  |                                  |  |                                  |  |                                             
|OTHER INCOME (EXPENSE):           |                                  |  |                                  |  |                                             
|Miscellaneous  Income             | 8,811                            |  | 10                               |  | 13,489                                      
|Interest expense                  | (124,489)                        |  | (24)                             |  | (131,748)                                   
|                                  |                                  |  |                                  |  |                                             
|LOSS ACCUMULATED DURING           |                                  |  |                                  |  |                                             
|DEVELOPMENT STAGE                 | $          (5,890,377)           |  | $      (1,486,485)               |  | $         (32,979,680)                      
|                                  |                                  |  |                                  |  |                                             
|Other Comprehensive Income:       |                                  |  |                                  |  |                                             
|Foreign currency translation loss | (2,649)                          |  | -                                |  | -                                           
|                                  |                                  |  |                                  |  |                                             
|Total Comprehensive Loss          | $           (5,893,026)          |  | $      (1,486,485)               |  | -                                           
|                                  |                                  |  |                                  |  |                                             
|NET LOSS PER SHARE                |                                  |  |                                  |  |                                             
|Basic and Diluted                 | $                    (0.01)      |  | $               (0.00)           |  | -                                           
|                                  |                                  |  |                                  |  |                                             
|WEIGHTED AVERAGE NUMBER           |                                  |  |                                  |  |                                             
|OF SHARES OUTSTANDING -           |                                  |  |                                  |  |                                             
|Basic and Diluted                 | $        431,981,478             |  | $    350,648,341                 |  | $                            -              







The accompanying notes are integral part of these consolidated financial statements





Page 4 of 21





INTERNATIONAL POWER GROUP, LTD

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT ACCUMULATED DURING

DEVELOPMENT STAGE

(Unaudited)



|                             |                                |  |                                |  |                                             
|---------------------------- | ------------------------------ |  | ------------------------------ |  | --------------------------------------------
|                             | Six Months Ended
June 30, 2008 |  | Six Months
Ended
June 30, 2007 |  | 21-Jan-98
Date of Inception
To June 30, 2008
|                             |                                |  |                                |  |                                             
|REVENUES                     | $                           -  |  | $                       -      |  | $                          -                
|                             |                                |  |                                |  |                                             
|OPERATING EXPENSES           | 9,851,465                      |  | 3,714,409                      |  | 32,861,421                                  
|                             |                                |  |                                |  |                                             
|OPERATING LOSS               | (9,851,465)                    |  | (3,714,409)                    |  | (32,861,421)                                
|                             |                                |  |                                |  |                                             
|OTHER INCOME (EXPENSE):      |                                |  |                                |  |                                             
|Miscellaneous  Income        | 9,314                          |  | 14                             |  | 13,992                                      
|Interest expense             | (127,574)                      |  | (48)                           |  | (132,251)                                   
|                             |                                |  |                                |  |                                             
|LOSS ACCUMULATED DURING      |                                |  |                                |  |                                             
|DEVELOPMENT STAGE            | $        (9,969,725)           |  | $           (3,714,443)        |  | $      (32,979,680)                         
|                             |                                |  |                                |  |                                             
|Other Comprehensive Income:  |                                |  |                                |  |                                             
|Foreign currency translation |                                |  |                                |  |                                             
|loss                         | 585                            |  | -                              |  |                                             
|                             |                                |  |                                |  |                                             
|Total Comprehensive Loss     | $        (9,969,140)           |  | $           (3,714,443)        |  |                                             
|                             |                                |  |                                |  |                                             
|NET LOSS PER SHARE           |                                |  |                                |  |                                             
|Basic and Diluted            | $                 (0.02)       |  | $                    (0.01)    |  |                                             
|                             |                                |  |                                |  |                                             
|WEIGHTED AVERAGE NUMBER      |                                |  |                                |  |                                             
|OF SHARES OUTSTANDING        |                                |  |                                |  |                                             
|Basic and Diluted            | $       412,975,077            |  | $       349,108,592            |  |                                             







The accompanying notes are integral part of these consolidated financial statements



Page 5 of 21





INTERNATIONAL POWER GROUP, LTD.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                              |                                |  |                                |  |                                                                          |  |  | 
|--------------------------------------------- | ------------------------------ |  | ------------------------------ |  | ------------------------------------------------------------------------ |  |  | 
|                                              | Six Months
Ended June 30, 2008 |  | Six Months
Ended June 30, 2007 |  | April 15, 2002
(Date of Inception of Development Stage) to June 30, 2008
|Cash Flows From Operating Activities:         |                                |  |                                |  |                                                                         
|Net loss from operations                      | ($9,969,725)                   |  | $     (3,714,443)              |  | $        (32,979,680)                                                   
|Adjustments to reconcile net loss to net cash |                                |  |                                |  |                                                                         
|used by operating activities:                 |                                |  |                                |  |                                                                         
|Charges not requiring cash outlay:            |                                |  |                                |  |                                                                         
|Value of options granted                      | 185,000                        |  | 875,000                        |  | 6,137,000                                                               
|Common stock issued for services              | 7,713,349                      |  | 253,000                        |  | 14,711,150                                                              
|Options exercised for services                | 190,000                        |  | -                              |  | 335,000                                                                 
|Amortization                                  | 200,000                        |  | 200,000                        |  | 700,000                                                                 
|Impairment charges                            | -                              |  | -                              |  | 123,000                                                                 
|                                              |                                |  |                                |  |                                                                         
|Changes in assets and liabilities:            |                                |  |                                |  |                                                                         
|(Increase) decrease in prepaid expenses       | (24,436)                       |  | (15,112)                       |  | (44,390)                                                                
|Increase in accounts payable                  | 94,915                         |  | 92,572                         |  | 1,050,080                                                               
|(Decrease) increase in accrued expenses       | (17,733)                       |  | 30,547                         |  | (12,403)                                                                
|Decrease (Increase) in deposits               | (10,234)                       |  | (24,104)                       |  | (11,866)                                                                
|Decrease (Increase) in Misc. receivable       | (76,465)                       |  | -                              |  | (76,465)                                                                
|Decrease (Increase) in other assets           | -                              |  | 9,715                          |  | (8,903)                                                                 
|Net cash consumed by operating activities     | (1,715,330)                    |  | (2,292,825)                    |  | (10,077,478)                                                            
|                                              |                                |  |                                |  |                                                                         
|Cash Flows From Investing Activities:         |                                |  |                                |  |                                                                         
|Acquisition of AddPower                       | -                              |  | (602,272)                      |  | (1,037,943)                                                             
|Investment in Mexican company                 | -                              |  | -                              |  | (2,500)                                                                 
|Note receivable                               | -                              |  | -                              |  | (65,000)                                                                
|Proceeds from note receivable                 | -                              |  | -                              |  | 65,000                                                                  
|Patent                                        | (50,412)                       |  | (70,774)                       |  | (50,412)                                                                
|Net cash consumed by investing activities     | (50,412)                       |  | (673,046)                      |  | (1,090,855)                                                             
|                                              |                                |  |                                | 
|Cash Flows From Financing Activities:         |                                |  |                                |  |                                                                         
|Proceeds from loans                           | 895,965                        |  | 160,000                        |  | 2,191,517                                                               
|Repayments of loans                           | (142,500)                      |  | (21,205)                       |  | (682,178)                                                               
|Proceeds of sales of stock units              | 1,002,000                      |  | 944,750                        |  | 7,946,348                                                               
|Customer deposits                             | 20,000                         |  | -                              |  | 20,000                                                                  
|Proceeds from exercise of options             |                                |  | -                              |  | 375,000                                                                 
|Proceed from exercise of warrants             | -                              |  | 287,500                        |  | 1,435,500                                                               
|Net cash provided by financing activities     | 1,775,465                      |  | 1,371,045                      |  | 11,286,186                                                              
|                                              |                                |  |                                |  |                                                                         
|Effect of foreign currency exchange rate on   |                                |  |                                |  |                                                                         
|cash                                          | (2,064)                        |  | 1,604                          |  | (195)                                                                   
|Net increase in cash                          | 7,659                          |  | (1,593,222)                    |  | 117,659                                                                 
|Cash balance, beginning of period             | -                              |  | 1,652,940                      |  | -                                                                       
|Cash balance, end of period                   | $            7,659             |  | 59,718                         |  | $                   7,659                                               



The accompanying notes are integral part of these consolidated financial statements



Page 6 of 21





INTERNATIONAL POWER GROUP, LTD.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)





Note 1.

BASIS OF PRESENTATION



The unaudited interim consolidated financial statements of International Power Group, Ltd. as of June 30, 2008 and December 31, 2007 and for the three and six months ended March 31 and June 30,, 2008 have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results for the three and six months ended June 30, 2008 are not necessarily indicative of the results to be expected for the full year ending December 31, 2008. Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading.  The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2007 filed in the Companys report on Form 10-K.



Note 2.

COMMON STOCK AND WARRANTS



The Company issued stock in private placements during the first six months of 2008.  A total of 27,240,000 shares of common stock were sold for cash in the six month period ended June 30, 2008.  These sales resulted in net proceeds to the Company of $1,112,000. These shares were sold as part of stock units, with each unit consisting of one share of stock and a warrant to purchase one share of stock for each two shares of stock purchased.  For the six-month period, ended June 30, 2008, warrants to purchase 16,392,501 shares of stock were issued, exercisable at $0.25 per share for a period of twelve months from stock purchased for cash and shares for services. In addition to that, there were an additional 4,000,000 warrants issued at $.15 cents, and other 4,000,000 warrants issued at $.25 cents as part of the $800,000 convertible loan transaction. These warrants have a life of five years. The total warrants issued are 24,392,501.



During the first three months ended March 31, 2006, the Company issued 5,000,000 shares of common stock to Mr. Peter N. Toscano, Chief Executive Officer, in exchange for $250,000 advanced to the company during the first three moths of 2008. The issuance included 2,500,000 warrants, exercisable for a period of up to one-year from the date of issuance at $0.25 exercise price with an expiration date of one year.



Warrant activity during the six -month period ended June 30, 2008 is shown as follows:



|                                                       |            
|------------------------------------------------------ | -----------
|                                                       | 2008       
|Balance December 31, 2007                              | 11,737,123 
|Warrants granted during the first six months of 2008   | 24,392,501 
|Warrants exercised during the first six months of 2008 | -          
|Warrants expired during the first six months of 2008   | (3,381,873)
|Balance June 30, 2008                                  | 32,747,751 



Relevant information about the warrants outstanding at June 30, 2008 is presented below:





|                  |                  |                  
|----------------- | ---------------- | -----------------
|Exercise          | Weighted-Average | Outstanding as of
|Price             | Months Remaining | 31-Mar-08        
|$0.40             | 24.06            | 5,850,000        
|$0.25             | 2.78             | 22,897,751       
|$0.15             | 9.23             | $       4,000.000
|Total exercisable |                  | 32,747,751       





























Page 7 of 21









INTERNATIONAL

POWER GROUP, LTD.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)







There were no warrant exercised during the six month period ended on June 30, 2008



The total potential proceeds of the warrants as of June 30, 2008 would have been $9,064,438 if exercised as of that date. The exercise of such warrants depends on market conditions and other factors, which provides no assurance that they will be exercised in the future.



Note 3.

STOCK OPTIONS



During 2005, the Company adopted and the stockholders approved a stock option plan (the Plan).  The Plan permits the Board of Directors to grant options to purchase up to 30,000,000 shares of common stock to officers, employees, and key individuals deemed important to the success of the Company.  All options are vested upon issuance and are immediately exercisable.  The Plan has a term that runs through June 15, 2010.  Under the terms of the plan, the exercise price shall not be less than the market value as determined at date of grant.  The following table summarizes changes in outstanding stock options during the three month period ended June 30, 2008.



|                                         |              |  |                        
|---------------------------------------- | ------------ |  | -----------------------
|                                         | # of Options |  | Avg. Exercise Price    
|Outstanding at the beginning of the year | 26,825,000   |  | $                  0.42
|Granted (all at market price)            | 1,500,000    |  | 0.19                   
|Cancelled                                | (1,900,000)  |  | 0.10                   
|Outstanding at the end of the period     | 26,425,000   |  | 0.43                   























The fair value of option grants are estimated using a Black-Sholes option-pricing model.  The following weighted-average assumptions were used for options granted during the three months ended June 30, 2008 and 2007.





|                                                     |                    |                      
|---------------------------------------------------- | ------------------ | ---------------------
|                                                     | 2008               | 2007                 
|Dividend yield                                       | 0%                 | 0%                   
|Expected volatility                                  | 183%               | 193%                 
|Risk-free interest rate                              | 2.34%              | 4.96%                
|Expected term (in years)                             | 1.96               | 3.02                 
|Weighted-average fair value of stock options granted | $             0.43 | $                0.45

























Page 8 of 21











INTERNATIONAL POWER GROUP, LTD.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)





Note 4. INTANGIBLE ASSET - PATENTS



Information regarding the intangible asset  patents is as follows:



|                                |  |             
|------------------------------- |  | ------------
|                                |  | June 30 2008
|Intangible asset - patents      |  | $2,850,412  
|Accumulated amortization        |  | (700,000)   
|Intangible asset  patents, net |  | $2,150,412  



Amortization expense was $200,000 for the six -month period ended June 30, 2008.



Note 5.  CONVERTIBLE LOAN



During the second quarter, the Company approved a convertible loan agreement that has $ 30.0 million due maximum. An initial $800,000 installment represented by a 12% loan due April 7, 2009, was received in the second quarter and is convertible to stock at a conversion price of $ .12 for six months and at 75% of the average of the three lowest closing bid prices of the companys common stock for the ten trading days preceding a conversion date, thereafter.



As part of the loan agreement, the Company agreed to issue 4.8 million shares of stock and 8 million Class A warrants exercisable at $ .15 for five years and 4 Class B warrants exercisable at $ .25 for five years.





Note 6.

RELATED PARTY TRANSACTIONS



During 2007, the company loaned money from USPM, a non-affiliated company whose officers are also part of the board of International Power Group, Ltd. The loan was for $40,000, bearing a 6% interest rate and due in June 2008. This note was renewed in the second quarter for a period of six more months expiring on December 31, 2008. The loan note bears a 6% interest rate.



The company issued 5,000,000 shares of stock to Mr. Peter Toscano, Chief Executive Officer, during the first quarter of 2008.  The shares were valued at $250,000 and were issued as a payment for amounts advanced to the company during year 2007. These shares include 2,500,000 warrants exercisable in one year at a price of $0.25 cents.



During the second quarter of 2008, USPM, a non-affiliated company whose officers are also part of the board of International Power Group, Ltd. provided an additional loan to IPWG in the amount of $65,000.00. The loan was used to secure patented technology for Add Power in the European Union. The loan has a term of one year expiring in April 8, 2009 and carries a 6% interest rate.









Page 9 of 21





INTERNATIONAL POWER GROUP, LTD.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited







Note 7.

OPERATING EXPENSES



Major categories of operating expenses are presented below:



|                                     |                                |  |                                |  |                                                                         
|------------------------------------ | ------------------------------ |  | ------------------------------ |  | ------------------------------------------------------------------------
|Detail of Expenses by Category       | Six Months
Ended
June 30, 2008 |  | Six Months
Ended
June 30, 2007 |  | April 15, 2002
(Date of Inception of Development Stage)
to June 30, 2008
|                                     |                                |  |                                |  |                                                                         
|Stock based compensation             | $ 2,163,000                    |  | $ 875,000                      |  | $ 8,180,000                                                             
|Consulting expense                   | 5,640,163                      |  | 715,594                        |  | 15,050,196                                                              
|Professional fees                    | 948,469                        |  | 396,233                        |  | 2,868,866                                                               
|Research and development             | 24,441                         |  | -                              |  | 150,288                                                                 
|Impairment                           | -                              |  | -                              |  | 123,000                                                                 
|Office expenses                      | 51,610                         |  | 33,322                         |  | 328,361                                                                 
|Travel and meals                     | 106,100                        |  | 326,136                        |  | 1,421,428                                                               
|Public relations                     | 2,569                          |  | 197,631                        |  | 464,731                                                                 
|Salaries and other employee expenses | 482,929                        |  | 744,371                        |  | 2,413,344                                                               
|Insurance                            | 27,031                         |  | 9,354                          |  | 86,798                                                                  
|Automobile expenses                  | 27,442                         |  | 28,654                         |  | 146,259                                                                 
|Telecommunications                   | 8,327                          |  | 46,814                         |  | 202,912                                                                 
|Rent                                 | 71,643                         |  | 91,409                         |  | 371,067                                                                 
|Amortization                         | 200,000                        |  | 200,000                        |  | 700,000                                                                 
|Other expenses                       | 97,742                         |  | 49,890                         |  | 354,173                                                                 
|                                     | $9,851,465                     |  | $3,714,408                     |  | $32,861,421                                                             





Note 8.

SUPPLEMENTAL CASH FLOWS



There was no cash paid for income taxes during any of the periods presented.  The company paid $3,085 on interest during the three month period ended March 31, 2008. The following non-cash activities took place during the periods presented:



The Company issued 62,420,000 shares of common stock to 37 individuals for services valued at $7,713,349 in the first six months ended June 30, 2008, and 675,000 shares of common stock for services valued at $253,000 in the same comparable period in 2007.



The Company granted one option holder the right to exercise, without payment, options to purchase 1,900,000 shares of common stock in the first quarter of 2008.  The value of this additional benefit was $190,000.



Note 9. GOING CONCERN



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the financial statements, the Company has experienced continuing losses that resulted in a material working capital deficiency, and an accumulated deficit of $ 33.0 million as of June 30, 2008.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.





Page 10 of 21





The financial statements do not include adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.  The Companys present plans, the realization of which cannot be assured, to overcome these difficulties include but are not limited to the continuing effort to raise capital in the public and private markets.



Note 10. CONTINGENCY



A Company stockholder has asserted that she suffered losses of $240,000 because of alleged misrepresentation as and omissions made by the Company at the time she purchased her stock.  The Company, through its attorneys, has rejected her claim.





Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations



FORWARD-LOOKING STATEMENTS



This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of  Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, which relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as may, intends, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors in our Annual Report on Form 10-K/A for our fiscal year ended December 31, 2007 filed with the United States Securities and Exchange Commission , that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.



While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to update any of the forward-looking statements whether as a result of new information, future events or otherwise.



Page 11 of 21









Overview



We commenced our development stage on April 15, 2002.  The Company has spent approximately the last two years initiating and developing our Waste to Energy (WTE) technology business plan.  Initial steps in that process were negotiation for the opportunity to construct WTE Plants in Mexico and Saudi Arabia. As part of our continued effort to tap into the current opportunities provided by alternative energy sources and environmental issues associated with global warming, we have recently initiated contacts within the US and are attempting to locate a joint venture partner to build a WTE plant in the US mainland. We have also been in contact with other countries in the Caribbean interested in building WTE facilities to reduce their dependence on oil to produce energy and reduce waste accumulation.



The second step in developing our business plan was to find sources that could assist us to raise the capital required to build and begin operating WTE facilities.  We have revamped our business plan and have retained the services of expert professionals to aid us to effectively obtain financing. We are currently working with various sources willing to finance the company and its projects, including our Add Power technology.



IPWG has not had any revenues and cumulative losses of $33.0 million since April 15, 2002, which is the date of the inception of our development stage. Accordingly, a comparison of our financial information for accounting periods would likely not be meaningful or helpful in making an investment decision regarding our Company.



In July 2006, the Kingdom of Saudi Arabias Presidency of Meteorology and Environment issued to us an environmental license, which will enable us to establish WTE plants in the country.  This license is active for three years and could be renewed with the ministry approval.

At the present time, we are waiting for receipt of permits from some of the projects that we have been pursuing in the different geographic areas and continue assessing the capital requirement for these projects. Although our previous estimate for revenues was for the 4th quarter of 2008, we believe that this target may not be met and will be delayed until calendar year 2009. Our current assessment of the construction timeframe is that it may take at least six months from permit issuances to revenue generation. Therefore, in view of the above, a delay in the project revenue target date until 2009 is prudent at this time.

Once all permits are in place, and facilities are prepared for waste collection, we expect to begin realizing operating revenues from waste disposal fees to be collected from municipalities and other waste management related companies in the areas were our projects are located. This is the first phase of our plan before we begin the construction of WTE facilities. Although we believe that it is reasonable to expect revenue from our first WTE energy plant to commence by year 2011 (after the completion of the construction of the first plant), many factors exist that are beyond our control that could delay or even prevent this from happening. These factors include but are not limited to: construction delays, political unrest and severe economic turndowns. We believe that our strategy to construct plants in the US will help us in balancing the risk associated with our offshore projects on this regard.

In October 2006, we purchased proprietary patented technologies, Add-Power, a low temperature turbine (LTT), and Scrub Power, a special emission-to-energy system from three Swedish entities, Anovo AB Angelholm, Add-Power AB Angelholm, and SUPE Ltd for a total consideration of $2.8 million. The prototype has been substantially upgraded through the incurrence of additional research and development costs of approximately $125,847 during year 2007 and $ -0- during the first six months of 2008and are considering to patent new technologies that we believe will make the product more competitive and efficient. It has been tested and results have been drawn from its operating capacity at a steel mill in Sweden under a contract arrangement.



These technologies will allow us to convert greater quantities of heat, produced from boilers and turbines, and potentially increase the output of salable electricity by 20 to 30% or more over technologies that are currently available. We also believe that the LTT technology will provide us with an extremely efficient low-temp turbine which is powered by a proprietary fluid to drive the turbine and produce electricity at approximately 200° F, whereas most conventional boilers and turbines can only produce electricity at temperatures between 600° - 800° F.



We believe that we will be able to market these technologies to other companies in the energy industry as an aid to increase the output of electricity. The Company also plans to use these technologies to increase the efficiency of its own planned WTE facilities.  We believe we will begin to receive orders for our Add-Power units in 2009, soon after we have completed the testing and establish the manufacturing process. Other applications are being explored to expand its use and expand our market opportunities for alternate energy sources.



We have presented Add Power to potential investors through our business plan and have received positive response. We believe financing for Add Power will be possible to meet our 2009 revenue target for this product. However, we make no assurances on the outcome of our negotiations and of any other factors out of our control that may change investors perception of value and return.



Page 12 of 21











It should be noted that our independent auditors have concluded that there are many factors regarding our company and its operations that raise substantial doubt about the ability of the Company to continue as a going concern..  This means that unless we are able to additional raise funds from outside sources (either in the form of debt or equity), it is likely that we will not be able to continue to remain in business, and our operations will terminate.





Plan of Operation



Because we did not have sufficient financing (debt and/or equity) during the last fiscal year, our Plan of Operation (both long and short term) has not significantly changed from our plan indicated in our 10K Report for the year ended December 31, 2007. Accordingly, we still estimate that we will require approximately $30 million dollars over the next 18 months for a full deployment of our resources and execution of our business plan.



Prior to the adoption of our present business plan, we investigated the option of engaging in the management of low-level radioactive waste as a result of our acquisition of Terra Mar Environmental Systems, Inc. (TMES) assets.  We determined not to pursue that business because of the time and expense of compliance with government regulation in the field.



Our current operating plan for year  2008 and thereafter has three components: (1) to complete negotiations to begin a Land field operation and the construction of WTE project in Egypt and Saudi Arabia, (2) complete the research and development of our Add-Power electrical generating unit to make it a commercially viable product, and 3) to continue our existing program of introducing WTE technology to governments and others charged with responsibility to manage solid waste and/or provide potable water and electricity to various population segments.  In furtherance of this general plan, we have self-imposed the following goals:





Research and Development



PROJECTED DATE



|                                                                                                                                                                     |  |                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|Goal                                                                                                                                                                 |  | Projected Date  
|                                                                                                                                                                     |  |                 
|1. Processing of site permits in Mexico and start waste collection                                                                                                   |  | 7/2008 to 6/2009
|2. Fabricate and deliver first Add Power units                                                                                                                       |  | 7/2008 to 6/2009
|3. Build remediation facilities and start the waste collection process in Egypt. Saudi Arabia                                                                        |  | 7/2008 to 6/2009
|                                                                                                                                                                     |  |                 
|4. Negotiations for WTE sites in several foreign countries and US territory now identified, including forming subsidiaries or strategic alliances as may be required |  | On going        
|.                                                                                                                                                                    |  |                 



Although we have raised $1,112,000, in equity financing during the six months ended June 30, 2008 and obtained a convertible loan to finance the operation, we have not reached the $30 million dollar target required for a full deployment of our resources and execution of the plan., We continue our funding campaign and have been making strides by re focusing our strategy and finding new players with synergies that increases the probability of a successful business relationship.



Research and Development



We do not expect to establish a discrete program of research or development as part of our business plan.  We expect to expend our research and development efforts towards on the job training.  We intend to cooperate with our development partners to develop efficient WTE technology customized to each customers needs.  We intend to share the learning from each project and application to improve all areas of existing WTE technology from air scrubbing to waste disposal.



We have invested in research and development for the Add Power unit and have tested it under a contract with an operating steel mill in Sweden. The machine has been upgraded and has been performing better than expected, but it will require additional upgrading and design to be able to produce at different outputs in different applications. We are in the process of seeking funding to take the prototype to a design stage and line up the manufacturing of the units. Our



Page 13 of 21









research and development costs have been as follows: for the six months ended June 30, 2008 --$ -0-; for the fiscal year ended December 31, 2007---$125,847 and for the fiscal year ended December 31, 2006---$ -0-





Purchase of Plant and Equipment



The development and construction of each proposed WTE facility will be dependent on: (i) locating appropriate land and obtaining permits for a WTE facility, (ii) obtaining significant external financing (including related financial guaranty and risk insurance) for purchase of materials and equipment and construction of facilities and (iii) securing contracts for delivery of waste and sales of byproducts necessary to produce revenues sufficient to cover debt service and operation costs. To that regard, we have moved into strategic alliances that allow us for a low cost entry into the markets we are exploring. This will make us move swiftly into some projects and allow us to generate revenues at a low cost possible. In the event we are not able to finance one or more proposed WTE facilities, we would be forced to abandon any such projects.



WTE Facility Finance



Our plan to build one or more WTE facilities will require significant capital, (approximately $250 million per plant) which we do not currently have. We intend to finance the construction and operation of WTE facilities through a combination of loans and securitization of income from long-term contracts for tipping fees, power and potable water sales.  We have been pursuing strategic alliances to provide a stronger position by leveraging experience, track record and managerial expertise in WTE design, construction and operation. With this new approach, we believe that we will be successful in securing such financing although no assurance can be given.  We have entered into an agreement with Marsh USA, Inc., an international insurance broker with the ability to provide financial guaranty insurance and risk management, to locate insurance for our projects.



Changes in the Number of Employees



We expect a substantial increase in full and part time employees in the foreseeable future to bolster our technical and marketing departments. During the quarter ended June 30, 2008, we hired Mr. Woodrow W. Crouch, as our new CEO. Mr. Crouch has significant experience and track record in designing and building energy plants. During the same quarter, we hired John Benvengo as our President and COO. Mr. Benvengo has experience in landfill design, construction and operations. If and when financing is available, we intend to hire additional full time staff to support project development and operations.



We expect that plant construction projects will be completed by third parties who will be engaged pursuant to contractual agreements most of whom we are already in negotiation with.



Trends



We believe that the trend that is most likely to affect our business is the burgeoning need of local governments at all levels in most countries to manage sold waste, significant quantities of which are hazardous.  We believe this trend will generate demand for the technology we offer although no assurance can be given.



We also believe the trend of global warming will affect our business.  The need to reduce the output of greenhouse gases has caused a trend to find ways of generating cleaner electricity from cleaner renewable energy sources.  We believe the trend will generate a demand for our technology and services we offer although no assurance can be given.



FINANCIAL CONDITION



Ability to Meet Cash Requirements



We are considered to be in the development stage as defined in the Statement of Financial Accounting Standards (FASB) No. 7.  To date, we have received no income from our business operations.  We have incurred substantial losses since our inception.  As of June 30, 2008, we had an accumulated loss of $33 million during the development stage.



Net cash consumed by operating activities during development stage total $22.8 million comprised of $21.2 million used in non-cash transactions such as issuance of shares of stock for services, stock options exercised for free and value of options granted under our stock option plan. In addition to that, $0.8 million was charged for amortization and impairment charges and the remaining $.8 million represents the net effect on the change in other assets and liabilities during the period from inception to June 30, 2008.





Page 14 of 21









The company invested nearly $1.6 million in asset acquisition, with $1.0 million used to acquire the Add-Power technology and the remaining $0.6 million was invested in other assets.



Total cash provided by financing activities amounted $11.8 million from which $7.9 million came from sales of stock, $1.8 million was provided by exercise of options and warrants and $2.6 came from loans from officers and other borrowing.  An offset of nearly $0.7 million was used to repay loan obligations.



Based on the above data, we believe that without additional equity or debt financing, we will not be able to satisfy our cash requirements for the next twelve months.



Two Year Cash Forecast



We have developed a two-year timeline and cash forecast of our cash needs to execute our business plan and are in the process of raising the funds required to fund our operations for the next 24 months. Our first priority will be the development of the Add-Power unit, which has been already tested and operating at a steel mill in Sweden. Our investment in the manufacturing of the first couple of units should provide us with the foundation to seek contracts from interested customers, some of which have already seen the unit operational and have expressed interest in the Add-Power unit.



We will also pursue WTE projects, specifically those we already have started in Egypt, Saudi Arabia and Mexicali, Mexico. However, our approach will be that of pursuing the landfill permits and construction to be able to operate with revenues from waste collection, until the time we estimate that our first WTE facility will come online. At that Point, we will be in a better financial position to seek additional financing for the development and construction of WTE facilities, all of which will be equipped with the Add-Power unit for a more efficient and low cost energy production.



There can be no assurance, however, that we will be able to raise the amounts of financing required to operate our business until revenues commence, that we will be able to timely commence revenue generating operations of WTE facility (ies) or that if such facility (ies) commence operation, that we will generate sufficient revenue to be profitable.



We are in the process of attempting to raise capital to address approximately $30.3 million of financing needs for the next twenty-four months, outside of construction/project financing for specific waste to energy projects. Uses of the capital we are attempting to raise include:



1)

Working capital to cover overhead and execution costs during construction of waste to energy plants (approximately $18.4 million), additional details provided in the chart below.



2)

Working capital to cover the recently completed acquisition of Add-Power AB and the commercialization of Add-Power units (a patented low temperature turbine used for converting waste heat into electricity) of approximately $1.8 million.



3)

Additional development funding to apply Add-Power technology to low cost solar power generation, as well as to test the feasibility of integrating the Add-Power technology into small scale solar units for office parks, malls, and residential projects ($10.1 million).













































Page 15 of 21









A detailed schedule of our capital needs for 18 months from July 1, 2008 and ending in December 31, 2009 is as follows:





|                                            |  |              |  |             |  |              
|------------------------------------------- |  | ------------ |  | ----------- |  | -------------
|                                            |  | 2008         |  | 2009        |  | Total        
|                                            |  |              |  |             |  |              
|Employee Costs                              |  | $  2,832,450 |  | $4,240,050  |  | $  7,072,500 
|Travel                                      |  | 1,196,000    |  | 1,196,000   |  | 2,392,000    
|Construction/Project Management             |  | 345,000      |  | 828,000     |  | 1,173,000    
|Legal Fees                                  |  | 979,800      |  | 966,000     |  | 1,945,800    
|Outsourced Engineering                      |  | 316,250      |  | 690,000     |  | 1,006,250    
|Contractors/Consultants                     |  | 949,900      |  | 940,700     |  | 1,890,600    
|External & Internal Audit                   |  | 142,600      |  | 345,000     |  | 487,600      
|Corporate Insurance                         |  | 287,500      |  | 517,500     |  | 805,000      
|Accounting Services (Outsourced)            |  | 86,250       |  | 345,000     |  | 431,250      
|Marketing                                   |  | 178,250      |  | 345,000     |  | 523,250      
|Rental /Office Expenses                     |  | 320,850      |  | 345,000     |  | 665,850      
|Total Operating Costs                       |  | $7,634,850   |  | $10,758,250 |  | $18,393,100  
|                                            |  |              |  |             |  |              
|Additional Investment/Commercialization of  |  |              |  |             |  |              
|other Proprietary Technology                |  |              |  |             |  |              
|                                            |  |              |  |             |  |              
|Cash for Add-Power Acquisition              |  | 1,000,000    |  | -           |  | 1,000,000    
|R&D of Add-Power unit for commercialization |  | 4,823,600    |  | -           |  | 4,823,600    
|R&D of Add-Power unit for potential solar   |  | -            |  |             |  |              
|commercialization                           |  |              |  | 6,095,000   |  | 6,095,000    
|Total Forecasted Cash Usage Excluding       |  |              |  |             |  |              
|Project Specific Financing                  |  | $13,458,450  |  | $16,853,250 |  | $  30,311,700



In addition to the above, we plan to develop and execute contracts for our WTE facilities in Egypt, Mexico and elsewhere, (these contracts may include long term, ie.7-10 year, commitments for waste disposal, electric and water sales).  We expect to use these contracts, and the expected revenue sources they represent, to secure project specific financing.  We expect to have multiple financing sources for project/construction financing on a project-by-project basis outside of this specific equity raise.



Payments Due under Contractual Obligations



We have future commitments at June 30, 2008 consisting of office lease obligations as follows:



|                         |  |                         
|------------------------ |  | ------------------------
|                         |  |                         
|Year Ending December 31, |  | Office Lease Obligations
|2008                     |  | 65,459                  
|2009                     |  | 91,603                  
|2010                     |  | 91,443                  
|2011                     |  | 7,639                   
|Total                    |  | $256,144                



In addition, we have a contractual obligation to pay during 2008 the remaining $962,057 for the purchase of Add-Power.  We will not be able to meet this obligation without proceeds of external financing, of which we provide no assurance.



















Page 16 of 21









RESULTS OF OPERATIONS



Quarter ended June 30, 2008 compared to the quarter ended June 30, 2007



Our net losses increased by $3,546,761 for the quarter ended June 30, 2008 as compared to the quarter ended June 30, 2007.  This increase in net losses is primarily attributable to stock compensation expenses, consulting and professional fees paid with shares of stock. The total increase amount in these categories during this period was $3,795,443 offset by other items.



Six months ended June 30, 2008 compared to the six months ended June 30, 2007



Our net losses increased by $6,137,157 for the six months ended June 30, 2008 as compared to the six months ended June 30, 2007.  This increase in net losses is primarily attributable to stock compensation expenses, consulting and professional fees paid with shares of stock. The total increase amount in these categories during this period was $6,764,804 offset by other items.



The overall increase in expenses during the comparable periods responds to the lack of funding and has been incurred in an effort to keep the essential resources to meet the plan of operations.





CRITICAL ACCOUNTING POLICIES AND ESTIMATES



We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States of America in the preparation of our financial statements, which requires us to make estimates, and assumptions that affect the amounts reported in the financial statements and accompanying notes.



Although these estimates are based on our knowledge of current events and actions, we may undertake in the future, they may ultimately differ from actual results. Certain accounting policies involve significant judgments and assumptions by us, which have a material impact on our financial condition and results.  Management believes its critical accounting policies reflect its most significant estimates and assumptions used in the presentation of our financial statements.  Our critical accounting policies include debt management and accounting for stock-based compensation.  We do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities".

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4 - Controls and Procedures



Evaluation of Disclosure Controls and Procedures



Our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended (the Exchange Act)



Internal control over financial reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, our CEO and CFO and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that



|  |  |                                                                                                                                               
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
| |  | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;



|  |  |                                                                                                                                                                                                                                                                                                                      
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and



Page 17 of 21











| |  | 
| |  | 



|  |  |                                                                                                                                                                                              
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition or disposition of our assets that could have a material effect on the financial statements.



In regard to the latter, during the quarter ending June 30, 2008, we discovered that an administrative employee had been embezzling corporate funds, which the employee in question has acknowledged. The total loss that was discovered to have occurred was approximately $35,234.00. The incidents occurred in the quarters ending June 30, 2008. The employee has been terminated and we have filed a criminal complaint against the individual. It is unlikely that the individual will be capable of restitution. Based upon this fact the company fully reserved this amount.



Readers are cautioned that internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.



Our management, under the supervision and with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this Report. Based on such evaluation, the CEO and CFO have concluded that these controls and procedures are effective in providing reasonable assurance that information-requiring disclosure is recorded, processed, summarized and reported with the timeframe specified by the SECs rules and forms.



PART II - OTHER INFORMATION

Item 1 - Legal Proceedings



None

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2 - Unregistered Sale of Equity Securities and Use of Proceeds



During the six-month period ended in June 30, 2008, we sold 637 units to 35 investors for $1,112,000 in gross proceeds.  Each unit consisted of 500,000 shares of common stock and a warrant to purchase 250,000 shares of common stock.  The purchase price of each unit was $50,000.  The warrants are exercisable at $0.25 per full share of common stock and expire twelve months from date of issuance.



The offering and sale qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance did not involve a public offering.  The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. This offering was done with no general solicitation or advertising by the Registrant. Each investor made representations regarding his or her financial sophistication and had an opportunity to ask questions of our management. In addition, these investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, share certificates bearing a legend stating that such shares are restricted. This restriction ensures that these shares will not be immediately redistributed into the market and therefore not be part of a public offering. Based on an analysis of the above factors, the Registrant has met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

Item 3 - Defaults upon Senior Securities



None

Item 4 - Submission of Matters to a Vote of Security Holders



None



Page 18 of 21









Item 5 - Other Information



During the six-month period ended June 30, 2008, two board members resigned to the companys board of directors of directors. Mr. Robert J. Astore, Director and Mr. Salvatore Arnone resign to the board of directors and were replaced by Mr. Michael J. Kugler and Mr. Daniel P. Conte.



There have been no other changes in the board of directors in 2008.

Item 6 - Exhibits





Exhibit 31.1 - Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (SOX)



Exhibit 31.2 - Certification of the Principal Financial Officer pursuant to Section 302 of SOX



Exhibit 32.1 - Certification of the Chief Executive Officer pursuant to Section 906 of SOX



Exhibit 32.2 - Certification of the Principal Financial Officer pursuant to Section 906 of SOX





Page 19 of 21











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.







International Power Group, Ltd.



(Registrant)

|                       |                            
|---------------------- | ---------------------------
|                       |                            
|                      
|                      
|                       | /s/Woodrow Crouch          
|Date:
August  18, 2008 | Woodrow Crouch             
|                       | Principal Executive Officer
|                       |                            
|                       |                            
|                       |                            
|                       | /s/ Jesus Oliveras         
|Date:
August  18, 2008 | Jesus Oliveras             
|                       | Principal Financial Officer







Page 20 of 21



















INDEX TO ATTACHED EXHIBITS









|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|Exhibit 31.1- Certification Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-
14(a),Crouch

Exhibit 31.2- Certification Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-
14(a), Oliveras

Exhibit 32.1- Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Crouch

Exhibit 32.2 - Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Oliveras | 





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