UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A/5
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12 (g) of the Securities Act of 1934
INTERNATIONAL POWER GROUP, LTD.
(Name of Small Business Issuer in its charter)
Delaware 20-16860
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(State of Incorporation) (I.R.S. Employer Identification No.)
950 Celebration Blvd., Suite A, Celebration, Florida 34747
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(Address of principal executive offices) (Zip code)
Issuer's telephone number: (407) 566-0318
Securities to be registered under Section 12(b) of the Act:
Name of exchange on which
Title of each class to be registered each class is to be registered
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None None
Securities to be registered under Section 12(g) of the Act: Common Stock
$0.00001 par value
(Title of class)
The following documents are incorporated herein by reference: (1) the Company's
Annual Report on Form 10-KSB for its fiscal year ended December 31, 2005, as
amended, filed with the United States Securities and Exchange Commission (the
"Commission") on May 30, 2006 ("Form 10-KSB/A/2") and (2) the Company's
Quarterly Report on Form 10-QSB for its fiscal quarter ended March 31, 2006,
filed with the Commission on May 19, 2006 ("Form 10-QSB"). The table on the
Index page of this Form 10-SB/A/5 sets forth a general reference of the sections
of the Form 10-KSB/A/2 incorporated herein.
TABLE OF CONTENTS
Page
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PART I
Item 1. Description of Business........................................1
Item 2. Management's Discussion and Analysis or Plan of
Operations....................................................1
Item 3. Description of Property........................................1
Item 4. Security Ownership of Certain Beneficial Owners and
Management....................................................1
Item 5. Directors, Executive Officers, Promoters and Control
Persons.......................................................1
Item 6. Executive Compensation.........................................1
Item 7. Certain Relationships and Related Transactions.................1
Item 8. Description Of Securities......................................2
PART II
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and Related Stockholder Matters........................2
Item 2. Legal Proceedings..............................................2
Item 3. Changes in and Disagreements with Accountants..................2
Item 4. Recent Sales of Unregistered Securities........................2
Item 5. Indemnification of Officers and Directors......................2
PART III
Item 1. Index to Exhibits and Description..............................1
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Form 10-KSB/A/2 Incorporation by Reference - General Reference Table
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Form 10-SB/A/5 Section Form 10-KSB/A/2 Reference:
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1. Part I, Item 1 Part I, Item 1
2. Part I, Item 2 Part II, Item 6
3. Part I, Item 3 Part I, Item 2
4. Part I, Item 4 Part III, Item 11
5. Part I, Item 5 Part III, Item 9
6. Part I, Item 6 Part III, Item 10
7. Part I, Item 7 Part III, Item 12
8. Part I, Item 8 Provided herewith
9. Part II, Item 1 Part II, Item 5
10. Part II, Item 2 Part I, Item 3
11. Part II, Item 3 Part II, Item 8
12. Part II, Item 4 Part II, Item 5
13. Part II, Item 5 Provided herewith
14. Part F/S Part II, Item 7
15. Part III, Item 1 Provided herewith
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PART I
Item 1. Description of Business.
The information set forth in the Company's Annual Report on Form
10-KSB, as amended, filed with the United States Securities and Exchange
Commission on May 30, 2006 ("Form 10-KSB/A/2") in Part I, under the caption
"Item 1. Description of Business." is incorporated herein by reference.
Item 2. Management's Discussion and Analysis or Plan of Operations.
The information set forth in the Form 10-KSB/A/2 in Part II, under
the caption "Item 6. Management's Discussion and Analysis or Plan of
Operations." is incorporated herein by reference.
Item 3. Description of Property.
The information set forth in the Form 10-KSB/A/2 In Part I under the
caption "Item 2. Description of Property." is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
The information set forth in the Form 10-KSB/A/2 in Part III under
the caption "Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters." (excluding the table entitled
"Equity Compensation Plan Information") is incorporated herein by reference.
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The information set forth in the Form 10-KSB/A/2 in Part III under
the caption "Item 9. Directors, Executive Officers, Promoters and Control
Persons: Compliance with Section 16(a) of the Exchange Act." (excluding the
paragraphs labeled "(E) Compliance with Section 16(A) of the Exchange Act" and
"(F) Code of Ethics") is incorporated herein by reference.
Item 6. Executive Compensation.
The information set forth in the Form 10-KSB/A/2 in Part III under
the caption "Item 10. Executive Compensation." is incorporated herein by
reference.
Item 7. Certain Relationships and Related Transactions.
The information set forth in the Form 10-KSB/A/2 in Part III
under the caption "Item 12. Certain Relationships and Related Transactions."
is incorporated herein by reference.
Item 8. Description Of Securities.
Common Stock. We are authorized to issue up to 750,000,000 shares of
common stock, par value $0.00001. As of May 25, 2006, there were 314,334,100
shares of common stock outstanding. Holders of our common stock are entitled to
one vote per share on all matters to be voted upon by the stockholders. The
election of directors requires a plurality of votes cast by our stockholders.
All other actions by our stockholders requires a majority of votes cast. Holders
of common stock are entitled to receive ratably such dividends, if any, as may
be declared by the Board of Directors out of funds legally available therefor.
Upon the liquidation, dissolution, or winding up of our company, the holders of
common stock are entitled to share ratably in all of our assets which are
legally available for distribution after payment of all debts and other
liabilities and liquidation preference of any outstanding common stock. Holders
of common stock have no preemptive, subscription, redemption or conversion
rights. The outstanding shares of common stock are validly issued, fully paid
and nonassessable.
The transfer agent of our common stock is Routh Stock Transfer,
Inc., 5700 West Plano Parkway, Suite 1000, Plano, Texas 75093.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and Related Stockholder Matters.
The information set forth in the Form 10-KSB/A/2 in Part II under
the caption "Item 5. Market for Common Equity and Related Stockholder Matters."
(excluding the section entitled "Recent Sales of Unregistered Securities.") is
incorporated herein by reference.
Item 2. Legal Proceedings.
The information set forth in the Form 10-KSB/A/2 in Part I under the
caption "Item 3. Legal Proceedings." is incorporated herein by reference.
Item 3. Changes in and Disagreements with Accountants.
The information set forth in the Form 10-KSB/A/2 in Part II under
the caption "Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure." is incorporated herein by reference.
Item 4. Recent Sales of Unregistered Securities.
The information set forth in the Form 10-KSB/A/2 in Part II under
the caption "Item 5. Market for Common Equity and Related Stockholder Matters:
Recent Sales of Unregistered Securities." is incorporated herein by reference.
Item 5. Indemnification of Officers and Directors.
Our bylaws limit, to the maximum extent permitted under Delaware
law, the personal liability of our directors, officers and employees agents.
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The indemnification provisions may require us, among other things, to indemnify
such officers and directors against certain liabilities that may arise by reason
of their status or service as directors, officers or employees (other than
liabilities arising from a breach of the duty of loyalty. acts not in good
faith, willful misconduct, known violations of law, illegal dividends or
improper benefit). The Company may advance expenses incurred as a result of any
proceeding against them as to which they could be indemnified. Section 145 of
the Delaware General Corporation Law provides that a corporation may indemnify a
director, officer, employee or agent made or threatened to be made a party to an
action by reason of the fact that he or she was a director, officer, employee or
agent of the corporation or was serving at the request of the corporation,
against expenses actually and reasonably incurred in connection with such action
if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.
In so far as indemnification for liability arising from the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company, the opinion of the Securities and Exchange Commission
is that such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
PART F/S
The information set forth in (i) the Form 10-KSB/A/2 in Part II
under the caption "Item 7. Financial Statements." and (ii) the Company's
Quarterly Report on Form 10-QSB for the quarter ended March 31, 2006, Part I
Financial Information, Item 1 "Financial Statements", is incorporated herein by
reference.
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PART III
Item 1. Index to Exhibits and Description.
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Exhibit No. Description of Document
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3.1 Articles of Incorporation of the Registrant(1)
3.1(a) Certificate of Amendment to Articles of
Incorporation of the Registrant(1)
3.2 By-Laws of the Registrant (1)
4.1 2005 Stock Option Plan(2)
10.1 Contract with Anthony Crisci, Esq.(3)
10.2 Letter of Engagement with Fran Tech
International Licensing(3)
10.3 Contract with CVI(3)
10.4 Insurance, Brokerage and related Consulting
Services Agreement with Marsh USA, Inc.(4)
21.1 List of Subsidiaries of the Registrant. (5)
23.1 Consent of Robert G. Jeffrey, Certified Public
Accountant dated May 30, 2006. (5)
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(1) Incorporated by reference to the Company's Form 10-SB/A/4 as filed with
the Securities Exchange Commission on February 23, 2006.
(2) Incorporated by reference to the Company's Form 10QSB as filed with the
Securities Exchange Commission on November 21, 2005.
(3) Incorporated by reference to the Company's Form 10SB/A as filed with the
Securities Exchange Commission on August 24, 2005.
(4) Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K as
filed with the Securities Exchange Commission on October 27, 2005.
(5) Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-SB to be
signed on its behalf by the undersigned, thereunto duly authorized.
Registrant
International Power Group, Ltd.
By: /s/ Peter Toscano
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Peter Toscano
President and Chief Executive Officer
May 31, 2006
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