UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB

/A1  [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006  OR  [   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934  From ________________ to ________________  INTERNATIONAL POWER GROUP, LTD. (Exact name of small business issuer  as specified in its charter)  Delaware20-1686022(State or other jurisdiction of incorporation)(IRS Employer Identification No.)  950 Celebration Blvd. Suite A, Celebration, FL. 34747(Address of principal executive offices)  (407) 566-0318 (Issuers telephone number, including area code)  6 Glory Lane, Sussex, NJ - 07461(Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the  Exchange  during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings for the past 90 days.     YES  [X]    NO  [  ]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ]  No [X]  State the number of shares outstanding of each of the issuer's classes of common stock, as of August 14, 2006: 315,334,096 shares of Common Stock, $.00001 par value.  Transitional Small Business Disclosure format (check one):  Yes [  ]  No [X]  .    INTERNATIONAL POWER GROUP, LTD. FORM 10-QSB PERIOD ENDED June 30, 2006    EXPLANATORY NOTE     This amendment is filed to report that the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective.            Page 2 of 17   TABLE OF CONTENTS      PART I  FINANCIAL INFORMATION 3 ITEM 1. FINANCIAL STATEMENTS 3 BALANCE SHEET 4 STATEMENTS OF OPERATIONS AND DEFICIT 5 STATEMENTS OF CASH FLOWS 7 NOTES TO FINANCIAL STATEMENTS 8 NOTES TO FINANCIAL STATEMENTS 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 11 ITEM 3. CONTROLS AND PROCEDURES. 13 PART II  OTHER INFORMATION 13 ITEM 1. LEGAL PROCEEDINGS. 13 ITEM 2. UNREGISTERED SALE OF SECURITIES AND USE OF PROCEEDS. 13 ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 14 ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K. 14 SIGNATURES 15 INDEX TO ATTACHED EXHIBITS 16            Page 2 of 17


PART I  FINANCIAL INFORMATION    ITEM 1. FINANCIAL STATEMENTS            CONTENTS       PAGEBalance Sheets4Statements of Operations and Deficit Accumulated
During Development Stage  Six Months5Statements of Operations and Deficit Accumulated
During Development Stage  Three Months6Statements of Cash Flows7Notes to Financial Statements8


Page 3 of 17    INTERNATIONAL POWER GROUP, LTD (A Development Stage Company)  BALANCE SHEET June 30, 2006 ASSETSJune 30, 2006December 31, 2005(Unaudited)(Audited)Current Assets:Cash$   610,010955,621Accrued interest receivable2,441-Vendor advance4,750Note receivable-65,000Total current assets617,2011,020,621Other Assets:Deposit2,0002,000Total other assets2,0002,000TOTAL ASSETS$   619,201$1,022,621LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Accounts payable30,44482,899Total current liabilities30,44482,899Stockholders Equity:Common stock:  authorized 750,000,000shares of $.00001 par value; issued and
outstanding, 316,112,431 shares and
310,407,100 shares, respectively3,1613,104Capital in excess of par value5,444,7551,906,202Paid in capital - options1,306,5002,104,500Paid in capital - warrants399,903231,263Deficit accumulated during development stage(6,565,562)(3,305,347)Total Stockholders Equity588,757939,722TOTAL LIABILITIES ANDSTOCKHOLDERS EQUITY$    619,201$1,022,621The accompanying notes are an integral part of these financial statements.              Page 4 of 17   INTERNATIONAL POWER GROUP, LTD. (A Development Stage Company)   STATEMENTS OF OPERATIONS AND DEFICIT    ACCUMULATED DURING DEVELOPMENT STAGE (Unaudited)  April 15, 2002Six months Ended June 30,(Date of Inception of Development Stage)20062005To June 30, 2006REVENUE$                -$            -$            -OPERATING EXPENSES (A)3,262,656545,5356,568,003LOSS FROM OPERATIONS(3,262,656)(545,535)(6,568,003)OTHER INCOMEInterest Income2,441-2,441LOSS ACCUMULATED DURINGDEVELOPMENT STAGE$(3,260,215)$(545,535)$(6,565,562)NET LOSS PER SHAREBasic and diluted$            -$            -WEIGHTED AVERAGE SHARES OUTSTANDING313,392,731290,810,387   (A) Operating expenses includedthe following:Options Expense$1,050,000$340,000$3,190,000Consulting Expenses779,43474,0201,219,028Legal Fees493,72842,333602,346Impairment--123,000Office Expenses108,6369,845173,334Travel and Meals449,42724,057659,679Rent36,609-47,156Licenses and Permits1,2555009,922Officers Compensation-2,60910,000Payroll and Payroll Taxes237,387-293,579Public Relations25,148-55,108Automobile Expenses17,982-35,577Web Development--19,500Internet Expense2,478-14,585Insurance17,003-30,481Other Expenses43,56952,27184,7083,262,656545,5356,568,003    The accompanying notes are an integral part of these financial statements. INTERNATIONAL POWER GROUP, LTD.  Page 5 of 17   (A Development Stage Company) STATEMENTS OF OPERATIONS and DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE (Unaudited)  April 15, 2002Three Months Ended June 30,(Date of Inception of Development Stage)20062005To June 30, 2006REVENUE$          -$          -$          -OPERATING EXPENSES (A)$1,908,316486,4676,568,003OPERATION LOSS(1,908,316)(486,467)(6,568,003)OTHER INCOMEInterest Income2,441-2,441LOSS ACCUMULATED DURINGDEVELOPMENT STAGE$(1,095,875)$(486,467)$(6,565,562)NET LOSS PER SHAREBasic and diluted$          -$          -WEIGHTED AVERAGE SHARES OUTSTANDING314,422,122291,433,846   (A) Operating expenses includedthe following:Options Expense$          -$340,000$3,190,000Consulting Expenses428,76059,0201,219,028Legal Fees205,96524,583602,346Impairment123,000Office Expenses(29,950)6,671173,334Travel and Meals233,70417,609659,679Rent20,33747,156Web Development55,108Public Relations16,14319,500Automobile Expenses10,56435,577Payroll and Payroll Taxes184,887293,579Insurance11,14230,481Internet14,585Licenses and Permits9,922Officers Compensation1,30510,000Other Expenses16,76437,27984,7081,098,316486,4676,568,003  The accompanying notes are an integral part of these financial statements.   Page 6 of 17   INTERNATIONAL POWER GROUP, LTD. (A Development Stage Company)   STATEMENTS OF CASH FLOWS (Unaudited)  Six MonthApril 15, 2002Ended June 30,(Date of Inception)20062005Development Stage to June 30, 2006Cash Flows From Operations:Net loss$(3,260,215)$(545,535)$(6,565,562)Adjustments to reconcile net loss tonet cash consumed by operating activities:Changes not requiring cash outlay:Common stock issued for services376,2502,609406,569Asset write-off--123,000Options exercised for services70,000-142,500Value of options granted1,050,000340,0003,190,000Changes in assets and liabilitiesIncrease in accounts payable(52,455)37,37330,444Increase in vendor advances(4,750)-(4,750)Increase in interest receivable(2,441)(2,441)Net cash consumed by operatingactivities(1,823,611)(165,553)(2,680,240)Cash Flows From Investing Activities:Acquisition of waste disposal permit--(2,000)Investment in Mexican Company--(2,500)Notes receivable--(70,000)Proceeds of Notes Receivable70,000-70,000Demand loan proceeds-5,0005,000Repayment of loan(5,000)-(5,000)Net cash consumed by investing65,0005,000(4,500)activitiesCash Flows From Financing Activities:Proceeds of sales of common stock905,000253,5002,143,000Proceeds of option exercises170,000-275,000Proceeds from exercise of warrants338,000-876,750Net cash provided by financingactivities1,413,000253,5003,294,750Net (decrease) increase in cash(345,611)92,947610,010Cash balance, beginning of period955,62120,038-Cash balance, end of period$610,010$112,985$610,010   The accompanying notes are an integral part of these financial statements.  Page 7 of 17   INTERNATIONAL POWER GROUP, LTD. (A Development Stage Company)   NOTES TO FINANCIAL STATEMENTS June 30, 2006 (Unaudited)    1.  BASIS OF PRESENTATION  The unaudited interim financial statements of International Power Group, Ltd. as of June 30, 2006 and for the three and six month periods ended June 30, 2006 and June 30, 2005 have been prepared in accordance with accounting principals 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 for the six months ended June 30, 2006 are not necessarily indicative of the results to be expected for the full year ended December 31, 2006.  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, 2005.  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 investing activity took place during the periods presented:  The Company issued 3,400,000 shares as part of its investment in Tratamientos Ambientales de Tecate, S.A. de C. V. (TAT), a Mexican corporation.  On May 23, the principal of TAT returned to IPWG 1,200,000 of the 3,400,000 shares paid as part of IPWGs investment in TAT, and agreed to cancel an additional 900,000 of the 3,400,000 shares.  A total of 375,000 shares were issued for services during the six month period ended June 30, 2006.                        Page 8 of 17


INTERNATIONAL POWER GROUP, LTD. (A Development Stage Company)   NOTES TO FINANCIAL STATEMENTS June 30, 2006 (Unaudited)     3. COMMON STOCK  The Company issued stock in private placements during the six month periods ended June 30,  2006 and 2005. A total of 1,579,333 shares of common stock was sold during the six month period 2006 ended June 30, 2006, whereas 8,920,000 shares were sold during the six month period ended June 30, 2005 .  These sales resulted in net proceeds of $905,000 and $253,500, respectively.  During the aforementioned 6 month periods, the shares were sold as part of stock units, with each unit consisting of one share of stock and a warrant to purchase one-half share of stock.  For the first six months of 2006, warrants to purchase 789,167 shares of common stock were issued, exercisable at $1.00 per share for eighteen months.  For the first six months of 2005, warrants to purchase 4,460,000 shares of common stock were issued, exercisable through December 31, 2006 at $.25 per share.  The warrant activity during the two six month periods is summarized below:  20062005Balance beginning of period7,887,500990,000Warrants issued789,1674,460,000Warrants exercised1,352,000-Balance end of period7,324,6675,450,000These are exercisable as follows:5,435,500 @ $.255,450,000@$.251,100,000 @ $.75789,167 @ $1.007,324,6675,450,000


Page 9 of 17   INTERNATIONAL POWER GROUP, LTD. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2006 (Unaudited)   The following recaps the activity in common stock for the six month period ended June 30, 2006.   SHARESAMOUNTBalance 12/31/05310,407,100$1,909,306Shares issued for services375,000376,250Shares issued for warrants exercised1,352,000338,000Transfer re:  expired options-1,800,000Shares issued for options exercised170,000Cash1,700,000170,000Services700,00070,000Shares issued for cash, net of portionallocated to warrants1,578,331701,208Transfer value re:  option exercised48,000Transfer value re:  warrants exercised35,152Balance 6/30/06316,112,431$5,447,916 4.  SUBSEQUENT EVENT  On June 2, 2006, the Company entered into an agreement to purchase for U.S. $2 million, 100% of three Swedish entities named Anovo AB, Angelholm; AddPower AB, Angelholm; and SUPE Ltd.  Those entities hold patents and other intellectural property that the Company believes will be beneficial to its business of developing waste-to-energy facilities and other alternative energy businesses including solar, industrial waste heat recapture and biomass conversion.  The Company and the sellers expect to finalize the transaction after a due diligence period.  The purchase price is expected to be paid in installments, U.S.$300,000 at closing and six equal payments of $283,333.33, each at two month intervals beginning sixty (60) days after closing.  A final closing date has not  yet been established.             Page 10 of 17   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Overview: We commenced our development stage on April 15, 2002.  We acquired International Power, Inc. (Power) on September 24, 2004.  We have  had no revenues and only losses since  that date. Plan of Operation: Prior to the adoption of our present business plan, we investigated  engaging in the business of disposal of low level radioactive waste as a result of Powers August 2004 acquisition of Terra Mar Environmental Systems (TMES) assets.  We determined not to pursue that business because of the time and expense required for compliance with government regulation.  Our operating plan for the next 12 months and thereafter has four components: (1) initiate sales and licensing of Add-Power units upon completion of acquisition, as previously noted; (2) to commence construction of a waste-to-energy (WTE) disposal facilities in both Saudi Arabia and Mexico, with anticipated commercial operations in approximately the third quarter of 2008, at which time we expect revenues from operations to commence, (3) to complete negotiations to commence WTE projects in various states in the US, Italy, Great Britain and certain Asian countries, and, (4) to initiate negotiations to introduce our services and WTE technology to potential customers, including governments and others charged with responsibility to manage solid waste and/or provide potable water and electricity to their communities .  In furtherance of this plan , we have the following goals which we have recently updated:  PROJECTED DATE GoalProjected Date§
Processing of site permits in Ensenada, and other municipalities in MexicoDecember 2006§
Processing of site permits in at least two locations in Saudi ArabiaBy December 2006§
Completion of AddPower & Anovo asset purchase, and initiate sales and licensing effortsBy December 2006§
Introduction of WTE technology in various European countries (Great Britain, Italy and others) and beginning of WTE site location negotiationsForeseeable Future§
Introduction of WTE technology in various US states and beginning of WTE site location negotiationsForeseeable future On June 2, 2006, we entered into an agreement to purchase for U.S.$2 million, 100% of three Swedish entities named Anovo AB, Angelholm; AddPower AB, Angelholm; and SUPE Ltd.  Those entities, which are controlled by Mr. Lennart Strand, hold patents and other intellectual property that the Company believes will be beneficial to its business of developing waste-to-energy facilities and other alternative energy businesses including solar, industrial waste heat recapture and biomass conversion.  IPWG and the sellers expect to finalize the terms of the purchase and sale, including whether the transaction will be structured as a stock or asset purchase, after a due diligence period.  The purchase price is expected to be paid in installments, U.S.$300,000 at closing and six equal payments of $283,333.33, each at two month intervals beginning sixty (60) days after closing.  Closing of the purchase and sale is planned to take place after sufficient funds have been raised and subject to satisfactory completion of due diligence.  Page 11 of 17   Ability to Meet Cash Requirements:  Our Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (FASB) No. 7.  To date, we have not received any significant income from business operations.  As of June 30, 2006, we had an accumulated loss of $6,568,003 during the development stage.  The expenses that produced this operating loss included stock -based (non-cash) compensation expenses in the sum of $4,739,069 and other expenses of $1,848,934.  Notwithstanding these losses, the Companys cash position improved from $20,038 at December 31, 2004 to $955,621 at December 31, 2005 as the result of the receipt of $1,832,250 from the sale of stock and the exercise of options and warrants.  The Companys cash position improved from $434,608 as of March 31, 2006 to $610,010 as of June 30, 2006, reflecting an additional $1,035,000 from sale of securities, exercise of options and exercise of warrants largely offset by quarterly cash expenses of $862,066.  We believe we will require additional funds to continue our operations over the next 12 months.  We plan to supplement our cash reserves through one or more of the following: (i) the sale of equity through the exercise of outstanding and to be issued options and warrants, (ii) private placements of our equity or debt securities or (iii) public offering of our debt or equity securities.  There can be no assurance that we will be able to raise additional funds on terms acceptable to us, or at all, to finance our operations as outlined above.  In the event we are not able to raise sufficient financing on terms acceptable to us, we may be force to curtail our operations or close. We do not intend to finance our planned WTE facilities through the sale of our equity securities.  We expect to finance the construction and commencement of operations of each WTE project by borrowing against predicted revenues from tipping fees, and sales of byproducts.  We plan to enter into long-term contracts for the disposal of waste and sales of electricity and drinking water which can be used as security for loans with which the proposed facilities can be constructed.  We expect plan through this method that each WTE facility will be fiscally independent.  We expect that each WTE facility will be held by a to-be-formed subsidiary in which we may have partners who provide input into the operation of the plant.  Those partners may provide, among other things, technical resources, delivery of waste or purchase of byproducts. Research and Development: As part of our business plan, we do not expect to establish a discrete research or development program.  We expect to expend our research and development efforts towards on the job training, meaning that each WTE facility, when built, will serve as a laboratory to fine-tune our WTE process  to minimize waste output, improve smoke stack air quality, maximize production of profitable by-products and to customize the output of beneficial by-products to suit community needs. We intend to cooperate with our development partners to develop efficient WTE technology customized to each customers needs. We intend, subject to intellectual property and confidentiality constraints,  to share the learning from each project and application to improve all areas of existing WTE technology, including air scrubbing and  waste disposal at our proposed facilities. Purchase of Plant and Equipment: Central to our business plan is the construction of  WTE plants in Ensenada, Mexico and in Saudi Arabia as discussed above. We also intend to negotiate for the purchase and construction of additional WTE plants in several other countries, including Great Britain, where negotiations have already commenced. We intend to purchase from commercial sources all of the equipment and materials to construct our planned WTE facilities. We have sourced for each component at least two manufacturers. We do not believe that we will encounter difficulties in obtaining from commercial sources the equipment and materials required to construct our planned WTE facilities. However, no assurance can be given at this time that such equipment and materials will be available when needed or at prices that we have budgeted or can afford. Change 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. We expect that plant construction projects will be completed by third parties who will be engaged pursuant to contractual agreements.     Off-Balance Sheet Arrangements: Since inception (April 15, 2002) through June 30, 2006, the Company did not  Page 12 of 17   engage in any off-balance sheet arrangements as defined in Item 303(c) of the SEC's Regulation S-B.    ITEM 3. CONTROLS AND PROCEDURES.  (a

)

 Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management,  including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.  (b) Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the period covered by this report that affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to deficiencies and material weakness. There were no changes in our internal controls or in other factors that could affect these controls subsequent to the date of their evaluation, including any deficiencies or material weaknesses of internal controls that would require corrective action.            PART II  OTHER INFORMATION           ITEM 1. LEGAL PROCEEDINGS. None          ITEM 2. UNREGISTERED SALE OF SECURITIES AND USE OF PROCEEDS. During the quarter ended June 30, 2006, the Company sold 26.66  units consisting of common stock and warrants to 10 accredited investors at $ 30,000.00 per unit resulting in gross proceeds of $800,000 to the Company .  Each unit consisted of 50,000 shares of our common stock and a warrant to purchase 25,000 shares of common stock.  The warrants expire 18 months from the date of issuance and are exercisable at $ 1.00 per share.  In addition, during this quarter, we issued  540,000 shares to four accredited investors who exercised  warrants for gross proceeds to us of $235,000. Finally, during this quarter, we issued 225,000 shares of common stock to two accredited investors for services rendered. The securities issuances referred to above were exempt from registration pursuant to Section 3(b) and 4(2) of the Securities Act of 1933, as amended (the "Act"), including Rule 506 of Regulation D promulgated under the Act. Furthermore, each recipient who purchased their securities 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           Page 13 of 17   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None   ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K.  See Exhibit Index following the signature page to this Quarterly Report on Form 10-QSB    Page 14 of 17               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: November 3, 2006   International Power Group, Ltd. /s/Peter ToscanoPeter Toscano(President and Chief Executive Officer)                   Page 15 of 17   INDEX TO ATTACHED EXHIBITS   Exhibit 31.1- Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Exhibit 31.2- Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxely Act of 2002.  Exhibit 32.1- Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxely Act of 2002.  Exhibit 32.2- Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxely Act of 2002.     Page 16 of 17