Edgar Filing: International Power Group, Ltd.

International Power Group, Ltd. By: Vania Glazer

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 March 31, 2007

[ ] 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 offices)		(Zip Code)

(407) 566-0318

(Registrant's telephone number, including area code)


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

Indicate by check mark whether the registrant (1) has filed all 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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [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]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of May 15, 2007: 350,089,096 shares of Common Stock, $.00001 par value.

International Power Group, Ltd.

Form 10-Q

Period Ended March 31, 2007

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Item 4.

Controls and Procedures.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

Item 1A.

Risk Factors.

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds.

Item 3.

Defaults Upon Senior Securities.

Item 4.

Submission of Matters to a Vote of Security Holders.

Item 5.

Other Information.

Item 6.

Exhibits.

SIGNATURES

INDEX TO ATTACHED EXHIBITS

Page 2 of 18

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

INTERNATIONAL POWER GROUP, LTD

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Unaudited)


ASSETS	March 31, 2007	December 31, 2006
Current Assets
Cash	$ 425,014	$1,652,940
Prepaid expenses	67,996	5,161
Other current assets	10,885	7,200
Total current assets	503,895	1,665,301

Other Assets
Intangible asset – patents	2,600,000	2,700,000
Deposit	16,821	17,134
Other assets	8,921	6,274
Total other assets	2,625,742	2,723,408
TOTAL ASSETS	$3,129,637	$4,388,709


LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Accounts payable	$ 297,689		$ 524,593
Accrued expenses	35,252		33,006
Other payables	4,988		21,205
Acquisition payable	962,057		1,564,329
Total current liabilities	1,299,986		2,143,133

Stockholders’ Equity
Common stock – authorized, 750,000,000 shares of $.00001 par value; issued and outstanding, 349,809,096 and 345,509,096 shares, respectively	3,498		3,455
Capital in excess of par value	20,190,071		18,378,114
Other comprehensive income - foreign currency translation	703		670
Deficit accumulated during development stage	(18,364,621)		(16,136,663)
Total stockholders’ equity	1,829,651		2,245,576
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$ 3,129,637		$ 4,388,709

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

Page 3 of 18

INTERNATIONAL POWER GROUP, LTD

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT ACCUMULATED DURING

DEVELOPMENT STAGE

(Unaudited)


	Three Months Ended March 31, 2007	Three Months Ended March 31, 2006	April 15, 2002 (Date of Inception of Development Stage) to March 31, 2007
REVENUE	$ -	$ -	$ -
OPERATING EXPENSES	2,227,938	2,164,340	18,363,060
OPERATING LOSS	(2,227,938)	(2,164,340)	(18,363,060)
OTHER INCOME (EXPENSE)
Interest Income	4	-	4,641
Interest Expense	(24)	-	(6,202)
LOSS ACCUMULATED DURING DEVELOPMENT
STAGE	$(2,227,958)	$(2,164,340)	$(18,364,621)

NET LOSS PER SHARE – basic and diluted	$ (0.01)	$ (0.01)
WEIGHTED AVERAGE SHARES OUTSTANDING	347,551,735	312,827,676

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

Page 4 of 18

INTERNATIONAL POWER GROUP, LTD.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31, 2007		Three Months Ended March 31, 2006		April 15, 2002 (Date of Inception of Development Stage) to March 31, 2007
Cash Flows From Operating Activities:
Net loss from operations	$(2,227,958)		$(2,164,340)		$(18,364,621)
Adjustments to reconcile net loss to net cash used by operating activities:
Charges not requiring cash outlay:
Value of options granted	875,000		1,050,000		5,659,500
Common stock issued for
services	49,500		140,000		5,361,069
Options exercised for services	-		70,000		335,000
Amortization	100,000		-		200,000
Impairment charges	-		-		123,000

Changes in assets and liabilities:
Increase in prepaid expenses	(62,835)		-		(67,996)
Increase in other current assets	(3,685)		-		(10,885)
Decrease (increase) in accounts
payable	(226 ,904)		5,327		297,689
Increase in other payables	4,988		-		4,988
Increase in accrued expenses	2,246		-		35,252
Decrease (increase) in deposits	313		-		(16,821)
Increase in other assets	2,647		-		(8,921)
Net cash consumed by operating
activities	(1,491,982)		(899,013)		(6,452,746)
Increase and other assets	(2,647)		-		(8,921)

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
Net cash consumed by investing activities	(602,272)		-		(1,040,443)

Cash Flows From Financing Activities:
Proceeds from loans	-		-		521,205
Repayments of loans	(21,205)		-		(521,205)
Proceeds of sales of stock units	600,000		105,000		6,107,000
Proceeds from exercise of options	-		170,000		375,000
Proceed from exercise of warrants	287,500		103,000		1,435,500
Net cash provided by financing
activities	866,295		378,000		7,917,500
Effect of foreign currency exchange rate
on cash	33		-		703
Net (decrease) increase in cash	(1,227,926)		(521,013)		425,014
Cash balance, beginning of period	1,652,940		955,621		-
Cash balance, end of period		$ 425,014		$ 434,608		$ 425,014

The accompanying notes are integral part of these consolidated financial statements

Page 5 of 18

INTERNATIONAL POWER GROUP, LTD

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2007


	Common Stock		Capital in Excess of Par Value	Other Comprehensive Income	Deficit Accumulated During Development Stage	Total
	Shares	Amount	Capital in Excess of Par Value	Other Comprehensive Income	Deficit Accumulated During Development Stage	Total
Balance, January 1, 2007	345,509,096	$ 3,455	$ 18,378,114	$ 670	$ (16,136,663)	$ 2,245,576
Shares issued for cash	3,000,000	30	599,970	-	-	600,000
Shares issued for services	150,000	1	49,499	-	-	49,500
Shares for warrants exercised	1,150,000	12	287,488	-	-	287,500
Options granted for services	-	-	875,000	-	-	875,000
Foreign currency translation	-	-	-	33	-	33
Net loss for the year	-	-	-	-	(2,227,958)	(2,227,958)
Balance, March 31, 2007	349,809,096	$ 3,498	$ 20,190,071	$ 703	$ (18,364,621)	$ 1,829,651

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

Page 6 of 18

INTERNATIONAL POWER GROUP, LTD.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2007

(Unaudited)

Note 1.

BASIS OF PRESENTATION

The unaudited interim consolidated financial statements of International Power Group, Ltd. as of March 31, 2007 and December 31, 2006 and for the three-month periods ended March 31, 2007 and March 31, 2006 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 three months ended March 31, 2007 are not necessarily indicative of the results to be expected for the full year ending December 31, 2007.

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, 2006 filed in the Company’s report on Form 10-K.

Note 2.

COMMON STOCK AND WARRANTS

The Company issued stock in private placements in the first fiscal quarters of 2007. A total of 3,000,000 shares of common stock were sold in the three month period ended March 31, 2007. These sales resulted in net proceeds to the Company of $600,000. 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 three month period ended March 31, 2007, warrants to purchase 1,500,000 shares of stock were issued, exercisable at $0.40 per share for a period of twelve months.

Warrant activity for the three months ended March 31, 2007 is as follows:


Balance December 31, 2006	11,695,498
Warrants granted during the first three months of 2007	1,500,000
Warrants exercised during the first three months of 2007	(1,150,000)
Warrants expired during the first three months of 2007	(2,238,000)
Balance March 31, 2007	9,807,498

Relevant information about the warrants outstanding at March 31, 2007 is presented below:


Exercise Price	Weighted-Average Remaining Contractual Term (months)	Warrants
$0.40	31.3	7,350,000
$0.75	0.3	850.000
$1.00	10.5	1,607,498
Total exercisable		9,807,498

Page 7 of 18

INTERNATIONAL POWER GROUP, LTD.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2007

(Unaudited)

Note 3.

STOCK OPTIONS

On January 1, 2005, we adopted SFAS No. 123R, “Share-Based Payment,” (“SFAS 123R”), which replaced SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). SFAS 123R requires that the cost relating to share-based payment transactions in which an entity exchanges its equity instruments for goods or services from either employees or non-employees be recognized in the financial statements as the goods are received or services are rendered. That cost is measured based on the fair value of the equity or liability instruments issued.

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 March 31, 2007:


	2007
		Weighted-
	Shares	Average Price
Outstanding at the beginning of the year	22,900		$	0.46
Granted (all at market price)	3,500			0.36
Cancelled	(3,500)			0.39
Outstanding at the end of the period	22,900		$	0.46

The weighted-average remaining contractual life of the options outstanding as of March 31, 2007 was 2.6 years. The aggregate intrinsic value of the options outstanding as of March 31, 2007 was $1.5 million. The aggregate intrinsic value represents the difference between the closing price of the Company’s common stock on March 31, 2007 and the exercise price, multiplied by the number of in-the-money stock options as of March 31, 2007. This represents the amount that would have been received by the stock option holders if they had all exercised their stock options on March 31, 2007. In future periods, this amount will change depending on fluctuations in the Company’s stock price.

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 March 31, 2007 and 2006:


	2007				2006
Dividend yield		0.0		%		0.0		%
Expected volatility		192.95		%		122.04		%
Risk-free interest rate		4.83		%		4.75		%
Expected term (in years)		2.72				1.76
Weighted-average fair value of stock options granted		$	0.25			$	0.21

Page 8 of 18

INTERNATIONAL POWER GROUP, LTD.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2007

(Unaudited)

Note 4.

INTANGIBLE ASSET - PATENTS

Information regarding the intangible asset – patents is as follows:


	March 31, 2007	December 31, 2006
Intangible asset - patents	$2,800,000	$2,800,000
Accumulated amortization	(200,000)	(100,000)
Intangible asset – patents, net	$2,600,000	$2,700,000

Amortization expense was $100,000 for the quarter ended March 31, 2007. There was no amortization expense in the quarter ended March 31, 2006. The remaining amortization period for the patents is 6.5 years. The estimated future amortization expense of this asset is as follows:


Year		Amortization Expense
2007		$300,000
2008		400,000
2009		400,000
2010		400,000
2011		400,000
Thereafter		700,000

Note 5.

RELATED PARTY TRANSACTIONS

In the fourth quarter of 2006, Lennart Strand, an employee of the Company, loaned the Company $21,205 for the office start-up costs in Sweden. This loan was repaid during the first quarter of 2007 with no interest.

Note 6.

OPERATING EXPENSES

Major categories of operating expenses are presented below.


	Three Months Ended March 31,2007	Three Months Ended March 31,2006	April 15, 2002 (Date of Inception of Development Stage) to March 31, 2007
Stock based compensation	$ 875,000	$1,050,000	$5,659,500
Consulting expense	339,243	350,674	7,215,984
Professional fees	184,959	287,763	1,619,465
Impairment	-	-	123,000
Office expenses	16,122	141,064	237,902
Travel and meals	211,308	216,978	1,215,276
Public relations	31,004	9,005	304,327
Salaries and other employee expenses	379,881	52,500	1,222,369
Insurance	1,414	5,861	57,140
Automobile expenses	15,131	7,418	78,341
Telecommunications	19,680	11,795	128,548
Rent	45,219	16,272	183,221
Amortization	100,000	-	200,000
Other expenses	8,977	15,010	117,987
	$2,227,938	$2,164,340	$18,363,060

Page 9 of 18

INTERNATIONAL POWER GROUP, LTD.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2007

(Unaudited)

Note 7.

COMPREHENSIVE LOSS

Comprehensive loss is as follows:.


	Three Months Ended March 31,2007	Three Months Ended March 31,2006	April 15, 2002 (Date of Inception of Development Stage) to March 31, 2007
Net loss	$(2,227,958)	$(2,164,340)	$(18,364,621)
Foreign currency translation	33	-	703
Comprehensive loss	$(2,227,925)	$(2,164,340)	$(18,363,918)

Note 8.

SUPPLEMENTAL CASH FLOWS

The Company paid $6,202 in interest in the three months ended March 31, 2007 and paid no interest in the 3 months ended March 31, 2006. There was no cash paid for income taxes during the 3 months ended March 31 2007 or 2006.

The Company issued 150,000 shares of common stock for services valued at $49,500 in the first quarter of 2007 and 150,000 shares of common stock for services valued at $140,000 in the first quarter of 2006.

The Company granted option holders the right to exercise, without payment, options to purchase 700,000 shares of common stock in the first quarter of 2006. The value of this additional benefit was $70,000.

Note 9.

CONTINGENCIES

Naanovo, a Swedish company, has made a claim that the assets, techniques, and technologies of the three Swedish companies acquired by the Company in October 2006 are “proprietary technologies” owned by Naanovo. This claim is based on a “former working relationship” that the chief executive of the three acquired companies once had with Naanovo. The Company, through its attorneys, has responded that Naanovo does not have any ownership interest in the three companies or in their assets and technologies, and that there was no ongoing relationship between Naanovo and the chief executive of the three acquired companies. Naanovo has indicated that it will pursue legal action to protect its rights.

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.

Page 10 of 18

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, 2006 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.

Overview

We commenced our development stage on April 15, 2002. The Company has spent approximately the last two years initiating and developing our WTE technology business plan. Initial steps in that process were negotiation for the opportunity to construct WTE Plants in Mexico and Saudi Arabia. In July 2006, the Kingdom of Saudi Arabia’s Presidency of Metrology and Environment issued to us an environmental license which will enable us to establish WTE plants in the country. 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. IPWG has not had any revenues and cumulative losses of $16.1 million since inception. 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.

We expect to begin realizing operating revenues in the fourth quarter of 2007 from the receipt of tipping fees associated with one or more of our WTE facilities. We are expecting to store waste on our property during the construction of a facility. We are expecting revenue from our first WTE energy plant to commence in 2009 after the completion of the construction of the first plant.

In October 2006, we purchased proprietary patented technologies, AddPower, a low temperature turbine (LTT), and ScrubPower, a special emission-to-energy system from three Swedish entities, Anovo AB Angelholm, AddPower AB Angelholm, and SUPE Ltd for a total consideration of $2.8 million.

We believe that we will be able to sell these technologies to other companies in the energy space in order to help these companies increase their output of clean electricity. The Company also plans to use these technologies to increase the efficiency of its own planned WTE facilities.

We believe that the acquisition of 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 sell these technologies to other companies in the energy space in order to help these companies increase their 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 AddPower units by the beginning of 2008.

Page 11 of 18

Plan of Operation

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 operating plan for the next 12 months and thereafter has three components: (1) to complete pending negotiations to initiate construction of WTE projects in Mexicali, Mexico, Saudi Arabia and Egypt, (2) complete the research and development of our AddPower 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:

PROJECTED DATE


Goal		Projected Date
1. Processing of site permits in Mexico		Present through July 2007
2. Complete R&D of AddPower		Present through September 2007
3. Introduction of WTE technology in the Kingdom of Saudi Arabia and Egypt beginning of WTE site location negotiations		Present through October 2007
4. Negotiations for WTE sites in several foreign countries now identified. Form subsidiaries as may be required in other countries		Foreseeable future

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.

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. 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 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 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. We expect that plant construction projects will be completed by third parties who will be engaged pursuant to contractual agreements.

Page 12 of 18

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 trend 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 March 31, 2007, we had an accumulated loss of $18.4 million during the development stage. The expenses that produced this operating loss included stock based compensation expenses in the sum of $11.4 million and other expenses, including cash expenses, of approximately $7.0 million. At March 31 2007, our cash balance was $0.4 million. During the first quarter of 2007 the company cash balance decreased by $1.2 million. We used approximately $1.5 million for our operating activities and made $0.6 million in payments for the acquisition of AddPower. These uses of cash were offset by $0.6 million in stock sales and $0.3 million in cash from the exercise of stock warrants.

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 we are in the process of raising the funds required to fund our operations for the next 24 months until the time we estimate that our first WTE facility will come online and revenues are expected to commence. 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 $26.4 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:

Working capital to cover overhead and execution costs during construction of waste to energy plants (approximately $16.0 million), additional details provided in the chart below.

Working capital to cover the recently completed acquisition of Ad-Power AB and the commercialization of AddPower units (a patented low temperature turbine used for converting waste heat into electricity) of approximately $1.6 million.

Additional development funding to apply AddPower technology to low cost solar power generation, as well as to test the feasibility of integrating the AddPower technology into small scale solar units for office parks, malls, and residential projects ($8.8 million).

Page 13 of 18

A detailed schedule of our capital needs for the two years ended December 31, 2008 is as follows:


	2007	2008	Total

Employee Costs	$2,463,000	$3,687,000	$6,150,000
Travel	1,040,000	1,040,000	2,080,000
Construction/Project Management	300,000	720,000	1,020,000
Legal Fees	852,000	840,000	1,692,000
Outsourced Engineering	275,000	600,000	875,000
Contractors/Consultants	826,000	818,000	1,644,000
External & Internal Audit	124,000	300,000	424,000
Corporate Insurance	250,000	450,000	700,000
Accounting Services (Outsourced)	75,000	300,000	375,000
Marketing	155,000	300,000	455,000
Rental /Office Expenses	279,000	300,000	579,000
Total Operating Costs	6,639,000	9,355,000	15,994,000

Additional Investment/Commercialization of Other Proprietary Technology

Cash for AddPower Acquisition	1,564,000	-	1,564,000
R&D of AddPower unit for commercialization	3,500,000	-	3,500,000
R&D of AddPower unit for potential solar commercialization	-	5,300,000	5,300,000
Total Forecasted Cash Usage Excluding
Project Specific Financing	$11,703,000	$14,655,000	$26,358,000

In addition to the above, we plan to develop and execute contracts for our WTE facilities in Saudi Arabia, 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 March 31, 2007 consisting of office lease obligations as follows:


Year Ending December 31,		Office Lease Obligations
2007	$ 66,998
2008	89,959
2009	91,603
2010	91,443
2011	7,639
Total	$347,642

In addition, we are obligated to pay during 2007 the remaining $962,057 for the purchase of AddPower. We will not be able to meet this obligation without proceeds of external financing, of which we provide no assurance.

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Results of Operations.

Quarter ended March 31, 2007 compared to the quarter ended March 31, 2006

We only had a 3% increase in net (cash and non-cash) losses from operations for the quarter ended March 31, 2007 as compared to the quarter ended March 31, 2006, or a total increase in net losses of $63,618. The net non-cash losses decreased from $1,260,000 for the quarter ended March 31, 2006 to $1,024,500 for the quarter ended March 31, 2007. This $235,500 decrease is primarily attributable to the difference in the amount of stock options granted in each period ($175,000) and the value associated with the issuance of common stock for services performed ($90,500) and permitting option exercises without charging the strike price in exchange for services ($70,000) in the first quarter of 2006, offset by $100,000 of amortization expense recorded in the first quarter of 2007 that was associated with our intangible asset – patents that was acquired in the fourth quarter of 2006. The net cash losses increased from $904,340 for the quarter ended March 31, 2006 to $1,203,438 for the quarter ended March 31, 2007, or a total increase in net cash losses of $299,098. This increase in net cash losses is primarily attributable to employee related costs (i.e., salaries and travel). We hired 9 new employees in 2006.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Market Risk.

The Company’s exposure to market risk is principally confined to cash in the bank and notes payable, which have short maturities and, therefore, minimal and immaterial market risk.

Interest Rate Risk.

The Company has cash in checking accounts. Because of the short maturities of these instruments, a sudden change in market interest rates would not have a material impact on the fair value of these assets. Furthermore, the Company’s borrowings are at fixed interest rates, limiting the Company’s exposure to interest rate risk.

Foreign Currency Exchange Risk.

The Company does not have any material foreign currency exposure at the present time. As our business plan develops and we begin building WTE facilities in various foreign countries, the risk of foreign currency exchange will increase.

Item 4.

Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Principal Financial Officer have reviewed the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon this review, such officers believe that the Company’s disclosure, controls and procedures are effective (i) in timely alerting them to material information required to be included in this report and (ii) to ensure that we are able to record, process and summarize and report the information we are required to disclose in the reports we file with the SEC within the required time periods.

Changes in Internal Control over Financial Reporting

There have been no significant changes in internal control over financial reporting that occurred during the year covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

None

Item 1A. Risk Factors.

Please consider the risk factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K/A for the annual period ended December 31, 2006, which could materially affect our business, financial condition or future results. The risks described therein are not the only risks facing the Company. Additional risks and uncertainties not currently know to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds.

During January through March 2007, we sold 12 units to 22 investors for $600,000 in gross proceeds. Each unit consisted of 250,000 shares of common stock and a warrant to purchase 125,000 shares of common stock. The purchase price of each unit was $50,000. The warrants are exercisable at $0.40 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

Item 5.

Other Information.

None

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

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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)




May 21, 2007	/s/ *Peter Toscano*
Date	Peter Toscano
	President and Chief Executive Officer
	Principal Executive Officer


May 21, 2007	/s/ *James W. FitsGibbons*
Date	James W. FitzGibbons
	Controller and Chief Accounting Officer (Principle Financial Officer)

Page 17 of 18

INDEX TO ATTACHED 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

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