UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the period ended September 30, 2005

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE Act
of 1934 for the transition period from ___ to ___.

                         Commission File Number 0-51449

                         International Power Group, Ltd.

     Delaware                                                  20-1686022
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                    Six Glory Lane, Sussex, New Jersey 07644
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (973) 875-6413
                -------------------------------------------------
              (Registrant's telephone number, including area code)

Securities registered under Section 12 (b) of the Act:

             Title of each class                Name of exchange on which
             to be registered                 each class is to be registered
                   None                                  None

Securities registered under Section 12(g) of the Act:

                                  Common Stock
                                 --------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the proceeding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

(1) Yes: [X] No: [ ]
(2) Yes: [X] No: [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of September 30, 2005: 305,527,100 shares of Common Stock,
$.00001 par value.

Transitional Small Business Issuer Format (Check One):
Yes:      No:  [X]
<PAGE>

                                EXPLANATORY NOTE


This amendment is being filed for the sole purpose of correcting a typographical
error contained in the original filing. The cover page of the original filing
incorrectly indicated that the quarterly report was for the period ending August
31, 2005. It has been corrected to indicate the filing was for the period
(quarter) ending September 30, 2005.


<PAGE>

 PART I - FINANCIAL INFORMATION

                                                                     Page Number

Item 1.   Financial Statements (Unaudited):                                1

Balance Sheets                                                             1

Statements of Operations and Deficit Accumulated
    During Development Stage         - Nine Months Ended
    September 30, 2005 and September 30, 2004                              2

Statement of Operations and Deficit Accumulated
    During Development Stage - Three Months Ended
    September 30, 2005 and September 30, 2004                              3

Statements of Cash Flows                                                   4

Notes to Financial Statements                                              5


Item 2. Management's Discussion and Analysis                               7

Item 3. Effectiveness of the registrant's disclosure controls
        and procedures                                                     7

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                  8

Item 2. Unregistered Sale of Securities and Use of Proceeds                8

Item 3. Defaults upon Senior Securities                                    8

Item 4. Submission of Matters to Vote of Security holders                  8

Item 5. Other Information                                                  9

Item 6. Exhibits and Reports on Form 8-K                                   9

Signatures                                                                 9



<PAGE>


                                     Part I

Item 1. Financial Statements.
----------------------------

                         INTERNATIONAL POWER GROUP, LTD
                          (A Development Stage Company)
                                  BALANCE SHEET
                               September 30, 2005


                                     ASSETS

 <TABLE>
<S>                                                                      <C>                 <C>
                                                                 September 30, 2005     December 31, 2004
                                                                   ------------------   -----------------
                                                                      (Unaudited)           (Audited)

Current Assets
         Cash                                                          $ 398,178                 $ 20,038
         Prepaid expense                                                       -                    2,609
         Demand loan receivable                                           25,000                        -
                                                                        --------                  --------
                  Total current assets                                   423,178                   22,647
Other Assets
         Waste disposal permit                                             2,000                    2,000
         Investment                                                        2,531                    2,500
                                                                        --------                   -------
                  Total other assets                                       4,531                    4,500

             TOTAL ASSETS                                              $ 427,709                 $ 27,147
                                                                        ========                   ======


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
         Accounts Payable                                            $    44,700               $   3,784
                                                                       ---------                 -------

                  Total current liabilities                               44,700                   3,784

Stockholders' Equity (Deficit)
    Common stock - authorized, 750,000,000 shares of $.00001 par value; issued
        and outstanding, 305,527,100 shares and 284,980,000
        shares, respectively                                               3,055                   2,850
    Capital in excess of par value                                       782,789                  58,150
    Additional paid in capital-options                                   331,500                       -
    Additional paid in capital-warrants                                  173,006                       -
    Accumulated deficit                                                 (907,341)                (37,637)

                  Total stockholders' equity                             383,009                  23,363

             TOTAL LIABILITIES AND                                     ---------                 --------
                 STOCKHOLDERS' EQUITY (DEFICIT)                        $ 427,709                 $ 27,147
                                                                       =========                 ========
</TABLE>

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

                                       -1-
<PAGE>

                         INTERNATIONAL POWER GROUP, LTD
                          (A Development Stage Company)
    STATEMENTS OF OPERATIONS and DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
                                   (Unaudited)


<TABLE>
<S>                                              <C>         <C>                         <C>
                                                                                    April 15, 2002
                                                                                (Date of Inception of
                                            Nine Months Ended September 30,        Development Stage)
                                                2005       2004                  to September 30, 2005
                                                ----       ----                   ---------------------

REVENUE                                     $     -         $    -                     $       -

OPERATING EXPENSES                           869,704             -                       907,341

LOSS ACCUMULATED DURING
    DEVELOPMENT STAGE                       $(869,704)      $    -                     $(907,341)
                                             ========       =======                    =========


NET LOSS PER SHARE -
    Basic and diluted                       $       -                                 $    -
                                              ========                                 ========


WEIGHTED AVERAGE
    SHARES OUTSTANDING                      294,389,727     165,000,000
                                            ===========     ===========

Operating expenses included the following:

         Options expense                       $340,000                -                $340,000
         Consulting expense                     264,560                -                 267,060
         Legal fees                              69,068                -                  71,068
         Office expenses                         24,134                -                  27,328
         Travel & meals                          84,955                -                  91,403
         Licenses and permits                       500                -                   9,117
         Public Relations                        21,233                -                  21,233
         Officers compensation                    2,609                -                  10,000
         Officers payroll                        20,615                -                  20,615
         Other expenses                          42,030                -                  49,517
                                               --------                                 --------
                  Total Expenses               $869,704                                  $907,341
                                               ========                                 =========
</TABLE>

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

                                       -2-
<PAGE>

                         INTERNATIONAL POWER GROUP, LTD
                          (A Development Stage Company)
    STATEMENTS OF OPERATIONS and DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
                                   (Unaudited)

<TABLE>
<S>                                              <C>         <C>                          <C>
                                                                                   April 15, 2002
                                                                                (Date of Inception of
                                            Three Months Ended September 30,      Development Stage)
                                                2005       2004                 to September 30, 2005
                                                ----       ----                  ---------------------

REVENUE                                      $        -    $       -                    $        -

OPERATING EXPENSES                              324,169            -                       907,341

LOSS ACCUMULATED DURING
    DEVELOPMENT STAGE                        $ (324,169)   $       -                     $(907,341)
                                              =========    =========                      =========

NET LOSS PER SHARE -
    Basic and diluted                        $        -    $       -
                                              ========     =========


WEIGHTED AVERAGE
    SHARES OUTSTANDING                       290,810,387   165,000,000
                                             ===========   ===========

Operating expenses included the following:

         Options expense                     $       -                                   $ 340,000
         Consulting expense                    190,540            -                        267,060
         Legal fees                             26,835            -                         71,068
         Office expenses                        14,289            -                         27,328
         Travel & meals                         60,898                                      91,403
         Licenses and permits                        -                                       9,117
         Public Relations                       10,305                                      21,233
         Officers compensation                       -                                      10,000
         Officers payroll                       20,615                                      20,615
         Other expenses                            687                                      49,517
                                             ---------                                    --------
                  Total Expenses              $324,169                                    $907,341
                                             =========                                    ========
</TABLE>

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

                                       -3-


<PAGE>

                         INTERNATIONAL POWER GROUP, LTD.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<S>                                                   <C>             <C>                   <C>
                                                                                      April 15, 2002
                                                                                   (Date of Inception of
                                                 Nine Months Ended September 30,     Development Stage)
                                                     2005          2004            to September 30, 2005
                                                     ----          ----            ----------------------

Cash Flows Used in Operations:
Net loss from operations                         $(869,704)      $      -               $(907,341)
Adjustments to reconcile net loss to
        net cash consumed by operating
        activities:
    Charges not requiring cash outlay:
         Common stock issued for services          103,428              -                 110,819
         Options granted for services              340,000              -                 340,000
         Asset write-off                                                                    1,500
    Changes in assets and liabilities:
         Increase in accounts payable               40,916              -                  44,700
                                                   --------          ------               --------
      Net cash consumed by operating
         activities                               (385,360)             -                (410,322)
                                                   -------           ------                -------

Cash Flows Used in Investing Activities:
    Acquisition of waste disposal permit                 -              -                  (2,000)
    Investment in Mexican company                        -              -                  (2,500)
    Demand loans                                   (30,000)             -                 (30,000)
    Proceeds of loans                                5,000              -                   5,000
                                                   ---------        ---------             ---------
        Net cash consumed by investing
         activities                                (25,000)             -                 (29,500)
                                                   --------         ---------             ---------

Cash Flows From Financing Activities:
    Proceeds of sales of common stock              788,500                                838,000
                                                                        -
         Net cash provided by financing
                                                 ---------                                ---------
         activities                                788,500              -                 838,000

Net increase in cash                               378,140              -                 398,178

Cash balance, beginning of period                   20,038              -                       -

Cash balance, end of period                      $ 398,178        $     -                $ 398,178
</TABLE>



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


                                       -4-
<PAGE>


                         INTERNATIONAL POWER GROUP, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2005
                                   (Unaudited)


1. BASIS OF PRESENTATION

Organization

The unaudited interim financial statements of International Power Group, Ltd. as
of September 30, 2005 and for the three and nine month periods ended September
30,2005 and September 30, 2004 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 for such
periods. The results of operations for the nine months ended September 30, 2005
are not necessarily indicative of the results to be expected for the full year
ended December 31, 2005.

Certain information and disclosures normally included in the notes to 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 financial statements should be read in
conjunction with the financial statements of the Company for the year ended
December 31, 2004.

2. SUPPLEMENTARY CASH FLOWS INFORMATION


There was no cash paid for either interest or income taxes during either of the
periods presented.

The following non-cash financing activity took place during the 2005 period:

On June 15, 2005 the Board of Directors authorized the issuance of 17,000,000
options under the 2005 Stock Plan. Those options were valued based upon a
Black-Scholes valuation model; their fair value has been expensed.

The following non-cash investing activity took place during the 2005 period:

The Company issued 3,100,000 shares as part of its investment in Tratamientos
Ambientales de Tecate, S.A. de C. V. (TAT), a Mexican corporation.



                                       -5-

<PAGE>

                         INTERNATIONAL POWER GROUP, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2005
                                   (Unaudited)




 3.  COMMON STOCK AND OTHER EQUITY INSTRUMENTS

A total of 16,970,000 shares of common stock were sold during the 2005 period,
yielding proceeds of $788,500. Accompanying these shares, sold as part of stock
units, were 8,485,000 warrants, all exercisable within eighteen months from the
time of issuance.

The outstanding warrants are recapped below by exercise price:
<TABLE>
<S>                                           <C>                                 <C>

                                        Exercise Price                     Number of Warrants

                                            $.25                                9,025,000
                                            $.75                                  450,000
                                                                                ----------
Total warrants outstanding
    September 30, 2005                                                          9,475,000
                                                                                =========
</TABLE>

Options - As referred to in Note #2, the Board of Directors has authorized a
2005 Stock Option Plan, approved by the shareholders. The following table
summarizes activity in the Plan.

                  Options initially granted  17,000,000
                  Options exercised             425,000

                  Options available at
                     September 30, 2005      16,575,000
                                             ==========
These options are exercisable at $.10 for five years.


As also mentioned in Note #2, an additional 3,100,000 shares were issued in a
non-cash transaction. Another 527,100 shares were issued for services.

                                       -6-
<PAGE>

Item 2. Management's Discussion and Analysis.

The Company is considered to be in the development stage as defined in the
Statement of Financial Accounting Standards ("FASB") No.7. Management believes
it will be able to satisfy its cash requirements through debt financing and
sales of equity through private placements during the next twelve months.
However, there can be no assurance that the Company will be able to raise the
financing required.

In the next twelve months, the Company plans to seek out business opportunity
candidates. The Company, on December 2, 2004 acquired fifty per cent of
Tratamientos Ambientales Tecate a Mexican Corporation. The core business of
Tratamientos Ambientales Tecate (TAT) consists of the remediation and disposal
of hazardous waste in Mexico.

May of 2005 International Power Group signed a contract with Naanovo Energy for
three hundred million dollars ($300,000,000) for a twelve module Waste To Energy
Plant. Also, a contract was signed in April 2005 with Providence Financial
Services to finance the Waste to Energy plant in Mexico.

With Naanovo's proprietary waste to energy technology each module is capable of
combusting 180 tons per day of municipal solid waste to below 10% of its
original volume and 20% of its original weight while generating a minimum of 6
megawatts of electricity as a byproduct of the process. Also, the natural
byproduct of each Waste To Energy module is distilled water in substantial
quantity (145,920 gallons per day).

Governmental Regulation.

In connection with its remediation and disposal of hazardous waste activities,
the Company will be required to comply with all regulations, rules and
directives imposed by the Mexican government. The Company will be required to
prepare and file with Ministry of Ecology in Mexico a study of ecological
impact, which report must be approved by the ministry. The Company expects, upon
filing of its required report, to receive approval from the ministry.

Please refer to the Company's Report on Form 10SB, as amended, filed with the
U.S. Securities and Exchange Commission on July 19, 2005 for a broader
description of the Company's business and activities.

..Risk Factors.

The Company is in its development stage and in a relatively new industry that is
rapidly changing in terms of technology, regulation and competition.
Accordingly, it is subject to all the risks that are inherent to such an
enterprise, including, but not limited to, an inexperienced management team,
conflicts of interest, lack of financial resources, the need for additional
capital, limited assets, possible technological obsolescence, political unrest,
dependence upon one supplier, low barriers to entry and better positioned
competition. In addition, its securities are deemed to "penny stocks" and
therefore are very high risk, subject to extreme volatility, and illiquidity.

Item 3. Effectiveness of the registrant's disclosure controls and procedures

At September 30, 2005, the Company carried out an evaluation of the
effectiveness of the Company's disclosure controls and procedures (as defined by
Rule 13a-14(c) under the Securities Exchange Act of 1934) under the supervision
and with the participation of the Company's chief executive officer and chief
financial officer. Based on and as of the date of such evaluation, the
aforementioned officers have concluded that the Company's disclosure controls
and procedures have functioned effectively so as to provide those officers the
information necessary whether:
                                       -7-
<PAGE>
(i) this quarterly report on Form 10 QSB contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report on Form
10-QSB, and (ii) the financial statements, and other financial information
included in this quarterly report on Form 10-QSB, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this quarterly report on Form
10-QSB.

There have been no significant changes in the Company's internal controls or in
other factors since the date of the President and Principal Financial Officer's
evaluation that could significantly affect these internal controls, including
any corrective actions with regards to significant deficiencies and material
weaknesses.

PART II

Item 1.   Legal Proceedings.
---------------------------
None

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

During the three month period ended September 30, 2005, the Company sold a total
of six and one-half units in a private placement offering to four accredited
individuals in which the Company received $130,000 in gross proceeds. Each unit
consisted of 80,000 shares of common stock and stock purchase warrants to
acquire an additional 40,000 shares of common stock. The exercise price per
whole share is $.75 per share, and the warrants expire eighteen months after the
date of issuance. The private placements were exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933, as amended (the "Act"), including
Rule 506 of Regulation D promulgated under the Act. Each recipient of securities
in each such transaction was an "accredited investor" as defined under
Regulation D, and represented his or her intentions to acquire the securities
for investment only and not with a view to or for sale in connection with any
distribution thereof and, appropriate legends were affixed to the share
certificates issued in such transactions. No advertisement or general
solicitation was used in connection with any offer or sale of such securities.


Item 3.   Defaults Upon Senior Securities.
-----------------------------------------
None

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

The Company became a fully-reporting company on September 19, 2005. Prior
thereto, on September 13, 2005, a special meeting of shareholders was held by
telephonic conference. At that time, by vote of all the shareholders in
attendance, the Company's 2005 Stock Option Plan which was previously adopted by
the Board of Directors was approved. The shareholder vote tabulation is as
follows:
Total outstanding shares on the September 13, 2005 meeting date:     304,857,100
Shares present at meeting:                                           226,156,310
Shares voting for approval of the Plan:                              226,156,310
Shares voting against approval:                                          -0-
Shares abstaining from vote:                                             -0-
                                       -8-
<PAGE>
A copy of the approved 2005 Stock Option is attached as an exhibit to this Form
10QSB as Exhibit 4.1, and incorporated by reference herein.

Item 5.   Other Information.
---------------------------
None


Item 6.   Exhibits and Reports on Form 8-K
------------------------------------------
(a). Furnish the Exhibits required by Item 601 of Regulation S-B.

       Exhibit 31.1 - Certification of Chief Executive Officer Pursuant To
                      Section 302 Of The Sarbanes-Oxley Act of 2002

       Exhibit 31.2 - Certification of Chief Financial Officer Pursuant To
                      Section 302 Of The Sarbanes-Oxley Act of 2002

       Exhibit 32 -   Certification Pursuant To Section 906 Of The Sarbanes-
                      Oxley Act of 2002.

(b) Reports on Form 8-K.
None

SIGNATURES

In accordance with 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: December 21, 2005

International Power Group, Ltd.

/s/ Jack Wagenti
Jack Wagenti
Chief Financial Officer
                                        9
<PAGE>