UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

¨	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: 000-50898

INverso Corp.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	34-1996527 (I.R.S. Employer Identification No.)

1362 Springfield Church Road Jackson Center, PA (Address of principal executive offices)	16133 (Zip Code)

(814) 786-8849 (Registrant’s telephone number, including area code)

(Former name, former address and 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 Section 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 filing requirements for the past 90 days. Yes x No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x.

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

	Large accelerated filer ¨	Accelerated filer ¨

	Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨ No x.

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No¨

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 20, 2009, there were 49,232,890 shares of common stock, no par value, issued and outstanding.

INverso Corp.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS	1

ITEM 2	MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
	CONDITION AND RESULTS OF OPERATIONS.	10

ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
	RISK	12

ITEM 4T	CONTROLS AND PROCEDURES	13

PART II - OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	15

ITEM 1A	RISK FACTORS	15

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
	PROCEEDS	15

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	16

ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	16

ITEM 5	OTHER INFORMATION	16

ITEM 6	EXHIBITS	16

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1 Financial Statements

INverso Corp. and Subsidiary

(A Development Stage Company)

Consolidated Balance Sheets

As of September 30, 2009 and June 30, 2009

(Unaudited)

ASSETS

	9/30/2009		6/30/2009
	(Unaudited)		(Audited)
Current assets
Cash	$	519	$	2,868

Total assets	$	519	$	2,868

LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)

	9/30/2009			6/30/2009
	(Unaudited)			(Audited)
Current liabilities
Accounts payable	$	14,913		$	20,789
Patent-related payables		16,955
Notes payable		47,734			28,534

Total liabilities		79,602			49,323

Stockholders' equity / (deficit)
Preferred stock (par 0.001, 20,000,000 shares authorized, and 3,702,222 issued and outstanding)		3,702
Common stock (par 0.000001, 100,000,000 shares authorized, and 46,732,890 issued and outstanding)		47			48
Additional paid in capital		148,478			141,601
Accumulated deficit during the development stage		(231,310	)		(183,873	)
Subscription receivable					(4,231	)

Total stockholders' equity / (deficit)		(79,083	)		(46,455	)

Total liabilities and stockholders' deficit	$	519		$	2,868

See accompanying notes to financial statements

INverso Corp. and Subsidiary

(A Development Stage Company)

Consolidated Statements of Income

For the Periods Ended September 30, 2009 and 2008

(Unaudited)

							From May 28,
	Three Months			Three Months			2004 (Inception)
	Ended			Ended			Through
	September 30, 2009			September 30, 2008			September 30, 2009

Revenue:
Fees	$	-		$	-		$	-

Expenses:
Accounting		6,458			7,998			48,370
Consulting		-			-			10,000
Dues and subscriptions		1,605			-			3,419
Premium paid for inactive related party		-			52,776			52,776
Legal		7,610			1,987			82,835
Office expenses		-			-			65
Stock based compensation		7,405			-			7,405
Taxes		-			-			185

		23,078			62,761			205,055
Other income / (expense):
Gain on sale of subsidiary		-			-			4,900
Impairment of intellectual property		(24,359	)		-			(24,359	)
Goodwill impairment		-			-			(6,796	)

Total other income / (expense)		(24,359	)		-			(26,255	)

Net Ioss	$	(47,437	)	$	(62,761	)	$	(231,310	)

Weighted average shares outstanding
- basic and diluted		47,864,883			34,163,931			24,651,597

Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)

See accompanying notes to financial statements

INverso Corp. and Subsidiary

(A Development Stage Company)

Consolidated Statement of Changes in Stockholders' Equity/(Deficit)

For the Period May 28, 2004 (Inception) to September 30, 2009

(Unaudited)

																						Total
	Common Stock						Preferred Stock			Additional			Shares									Stockholders'
										Paid-in			Held in			Accumulated			Subscription			Equity/
	Shares			Amount			Shares	Amount		Capital			Treasury			Deficit			Receivable			(Deficit)

May 28, 2004
Stock issuance for cash		22,000,000		$	22			$		$	78		$	-		$			$			$	100

Net (loss)
May 28, 2004 (inception) to June 30, 2004																	(1,244	)					(1,244	)

Balance, June 30, 2004		22,000,000			22						78			-			(1,244	)		-			(1,144	)

Net (loss)
July 1, 2004 to June 30, 2005																	(1,370	)					(1,370	)

Balance, June 30, 2005		22,000,000			22						78			-			(2,614	)		-			(2,514	)

Net (loss)
July 1, 2005 to June 30, 2006																	(500	)					(500	)

Balance, June 30, 2006		22,000,000			22						78			-			(3,114	)		-			(3,014	)

Issuance of common stock related to merger on September 25, 2006		11,500,000			12						29,988												30,000

Purchase of treasury shares related to merger on September 25, 2006														16,886									(16,886	)

Retirement of treasury shares related to merger on September 25, 2006		(20,000,000	)		(20	)					(16,866	)		(16,886	)

Net (loss)
July 1, 2006 to June 30, 2007																	(31,284	)					(31,284	)

Balance, June 30, 2007		13,500,000			14						13,200			-			(34,398	)		-			(21,184	)

Net (loss)
July 1, 2007 to June 30, 2008																	(31,244	)					(31,244	)

Balance, June 30, 2008		13,500,000			14						13,200			-			(65,642	)		-			(52,428	)

Issuance of common stock related to share exchange agreement on August 5, 2008		19,148,458			19						71,546												71,565

Issuance of common stock for cash and subscription in August and September of 2008		15,216,425			15						56,855									(4,231	)		52,639

Net (loss)
July 1, 2008 to June 30, 2009																	(118,231	)					(118,231	)

Balance, June 30, 2009		47,864,883			48						141,601			-			(183,873	)		(4,231	)		(46,455	)

Issuance of preferred stock for rights to patents and licenses on September 28, 2009							1,851,111		1,851		5,553												7,404

Issuance of preferred stock for services on September 28, 2009							1,851,111		1,851		5,554												7,405

Reduction of common stock for unpaid subscription		(1,131,993	)		(1	)					(4,230	)								4,231			-

Net (loss)
July 1, 2009 to September 30, 2009																	(47,437	)					(47,437	)

Balance, September 30, 2009		46,732,890		$	47		3,702,222	$	3,702	$	148,478		$	-		$	(231,310	)	$	-		$	(79,083	)

See accompanying notes to financial statements

INverso Corp. and Subsidiary

(A Development Stage Company)

Consolidated Statements of Cash Flows

For the Periods Ended September 30, 2009 and 2008

(Unaudited)

							From May 28,
	Three Months			Three Months			2004 (Inception)
	Ended			Ended			Through
	September 30, 2009			September 30, 2008			September 30, 2009
OPERATING ACTIVITIES
Net loss	$	(47,437	)	$	(62,761	)	$	(231,310	)

Adjustment to reconcile net loss to net cash used in operations:

Non-cash preferred stock compensation		7,405			-			7,405
Non-cash premium for inactive related party		-			52,776			52,776
Goodwill impairment		-			-			6,796
Impairment of intellectual property		24,359			-			24,359
Change in accounts payable		(5,876	)		(29,971	)		14,913

Net cash used in operating activities		(21,549	)		(39,956	)		(125,061	)

INVESTING ACTIVITIES
Purchase of goodwill related related to merger on 9/25/06		-			-			(6,796	)

FINANCING ACTIVITIES
Change in short-term notes payable		19,200			(15,284	)		47,734
Issuance of common stock		-			34			48
Proceeds from paid in capital		-			52,605			82,990
Accounts payable reduction for shares		-			18,490			18,490
Purchase of treasury shares		-			-			(16,886	)

Net cash provided by financing activities		19,200			55,845			132,376

Net cash increase / (decrease) for the period		(2,349	)		15,889			519

Cash at the beginning of period		2,868			-			-

Cash at the end of period	$	519		$	15,889		$	519

See accompanying notes to financial statements

INverso Corp. and Subsidiary

Notes to Financial Statements

Description of Business

The consolidated financial statements include the accounts of INverso Corp. (the “Company”), which is a Delaware corporation and its wholly owned subsidiary, Genesi, Inc. (“Genesi”), which is an Illinois corporation.

In the three months ended September 30, 2009, the Company has acquired provisional patents for technologies used in the treatment of auto-immune diseases, blood borne carcinomas and sequential extracorporeal treatment of blood. However, the Company has no inventory or fixed assets. Additionally, the Company has no revenue or cost of sales. The expenses incurred as of the date of the review are the start-up costs of the Company. Therefore, the Company is considered to be in the development stage.

Summary of Significant Accounting Policies

Basis of accounting

The Company’s policy is to prepare its financial statements on the accrual basis of accounting in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP).

Cash and cash equivalents

The Company considers all highly liquid investments, with a maturity of three months or less when purchased, to be cash equivalents.

Loss per share

Loss per share is computed by dividing the net income by the weighted average number of common shares outstanding of 47,864,883 for the three months ended September 30, 2009, 34,163,931 for the three months ended September 30, 2008, and 24,651,597 for the period from May 28, 2004 (inception) through September 30, 2009. The computation of diluted loss per share does not assume the conversion of the preferred shares because that would have an anti-dilutive effect on loss per share.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Intangible assets

Intangible assets are initially assessed for impairment upon purchase, with subsequent assessments required annually. When there is reason to suspect that their values have been diminished or impaired, a write-down is recognized as necessary.

Income taxes

Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Stock Based Compensation

The Company follows Statement of Financial Accounting Standard No. 123, “Accounting for Stock-Based Compensation” and computes fair value based on the estimated value of the shares on the grant date.

Going Concern

Due to the development stage of the Company and since there have been no revenues as of September 30, 2009, there is substantial doubt as to the Company’s ability to continue as a going concern. In order to meet its upcoming and continuing obligations, additional financing or new revenues will be needed. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Notes Payable

The Company has received money from investors that have been classified as loans. One loan was exchanged for common stock as part of the August 6, 2008 private placement. This loan came from The Nutmeg Group, LLC and its affiliates (“TNG”). Randall S. Goulding, the former president, and current secretary of INverso, is the managing member of TNG and owns 100% of the LLC. New loans came in from March of 2009 through the date of the review. The loans came from William A. Hartman who became the president and director of the Company on September 9, 2009 as well as Mitch Felder, a consultant to the Company. The balances were $33,467 and $14,267 as of the date of the review. It is expected that stock will be issued to settle these loans, but some of the terms of the investment have not been finalized. No interest has been paid or accrued.

Related Party Transactions

The Company issued 14,348,946 shares of stock to TNG in exchange for $53,628, made up of cash of $34,113, release of a note payable valued at $15,284, and a subscription receivable of $4,231. Randall S. Goulding, the former president, and current secretary of INverso, is the managing member of The Nutmeg Group and owns 100% of the LLC. The final subscription payment related to these shares was never made. The Company only issued 13,216,953 shares to TNG to make up the difference. As of the date of the review, there is no longer a subscription receivable.

On September 28, 2009, the Company entered into a securities purchase agreement with William A. Hartman wherein, in exchange for accepting an appointment as an officer and director of the company, and for developing a business around the technologies acquired pursuant to the license agreements, the Company agreed to issue to Hartman 1,851,111 shares of Series A Convertible Preferred Stock, the terms of which are described in note 6, with an estimated value of $7,405.

Significant Transactions

On August 5, 2008, the Company entered into a share exchange agreement with Genesi. The Company issued 19,148,458 shares, in exchange for 71,565 newly issued shares of Genesi. The value of the shares was determined to be $71,565, the same price per share as the private placement offering on August 6, 2008. INverso had owed Genesi $18,490, which was eliminated in the transaction. A charge of $52,776 was recorded as a result of the transaction and was determined to be a premium paid for inactive related party. Shortly thereafter, Genesi gave all of its shares of INverso to its three shareholders in exchange for their shares of Genesi. This made Genesi a 100% subsidiary of the INverso.

On August 6, 2008, the Company did a private placement offering to current shareholders to issue 27,500,000 shares at $0.003737391 for a maximum raise of $102,778. Originally, 15,216,425 shares were set to be issued for $56,870. $37,355 of cash was collected, $15,284 of debt was relieved and $4,231 was due from an investor. However, the final subscription payment related to these shares was never made. The Company therefore adjusted the issuance to only 14,084,432 total shares to make up the difference. As of the date of the review, there is no longer a subscription receivable.

Effective September 9, 2009, Randall S. Goulding, the sole officer and director of the Company, resigned from all positions except for Secretary. Immediately prior to his resignation as a Director, Randall S. Goulding appointed William A. Hartman, Bonnie L. Hartman, and Heidi H. Carl as directors. Immediately following their appointment as a director, the three new directors appointed William A. Hartman as President and Chief Executive Office, Bonnie L. Hartman as Treasurer, and Heidi H. Carl as Director of Marketing and Planning.

Significant Transactions (cont.)

On September 28, 2009, the Company created a new series of Preferred Stock called Series A Convertible Preferred Stock (“PS”) and designated four million of the twenty million Preferred shares authorized. At a price of $0.40 per share, each share of PS is convertible at the option of the holder into one warrant. Each warrant gives the holder the right to purchase 100 shares of the Company’s common stock for $0.40, or $0.004 per share. The holders of the PS also have 100 votes per share of PS that they hold. The Company has also agreed to effectuate a reverse stock split following the issuance of any shares of PS so as to create enough authorized but unissued common stock to allow for all of the possible conversions. The PS has no intrinsic value. The most recent offering of common stock was at $0.004 per share. In order to convert the PS into warrants and then into common stock, it would be equivalent to paying $0.008 per share. Based on the convertibility and voting rights, the Company has estimated that the fair value of the PS is $0.004 per share.

On September 28, 2009, the Company entered into two separate license agreements. The first was with Altman Enterprises, LLC (“Altman”), wherein the Company obtained the exclusive right to use two U.S. provisional patents for technologies used in the treatment of auto-immune diseases. The other was with Marv Enterprises, LLC (“Marv”), wherein the Company obtained the exclusive right to use two U.S. provisional patents for technologies used for treatment of blood borne carcinomas and sequential extracorporeal treatment of blood. In consideration for the licenses, the Company agreed to 1) issue 1,234,074 and 617,037 shares of PS to Altman and Marv respectively, 2) pay a royalty of five percent (5%) of any sales of products using the technology, with no minimum royalty, and 3) reimburse the licensor for any costs already incurred in obtaining the patents, and any costs to be incurred for maintaining or obtaining new intellectual property, in the U.S. and in extending the intellectual property to other countries around the world. The transaction was valued at $24,359, which is based on the estimated value of the PS, plus the prior patent costs incurred that are reimbursable to Altman and Marv. An independent valuation was performed on the intellectual property and because of the speculative nature of the asset, it was written down to $0.

Subsequent Events

On October 2, 2009, the Company entered into a securities purchase agreement with Bonnie L. Hartman, an officer and director. The Company agreed to issue 500,000 shares of common stock to her, and 2,000,000 shares to Heidi H. Carl, also an officer and director, in exchange for a total of $10,000.

ITEM 2

Managements Discussion and Analysis of Financial Condition and Results of Operations.

As of and for the year ended June 30, 2009, we had no operations or revenues.

License Agreements

On September 28, 2009, we entered into two separate License Agreements (the “License Agreements”). One License Agreement was entered into with Altman Enterprises, LLC, wherein we obtained the exclusive right to use two U.S. provisional patent-pending applications for technologies used in the treatment of auto-immune diseases, and the other License Agreement was entered into with Marv Enterprises, LLC, wherein we obtained the exclusive right to use two U.S. provisional patent-pending applications for technologies used for treatment of blood borne carcinomas and sequential extracorporeal treatment of blood. We started developing a business around these two licenses immediately. Prior to September 28, 2009, we were a “blank check” company, also often referred to as a “shell” company.

Overview

We are a research-based company that discovers and develops medical treatments for humans.

With medical treatments in development across 3 therapeutic areas, we intend to help to treat some of the most common and most challenging conditions of our time. The medications and/or procedures we are currently developing are in central nervous system disorders; infectious diseases; and oncology.

Results of Operations for the Three Months Ended September 30, 2009 and 2008

Introduction

We generated no revenues during the quarters ended September 30, 2009 and 2008, and have generated no revenues to date. We do not expect to have revenues from our new business until at least 2011. Our operating expenses during the quarter ended September 30, 2009 were lower than during the comparable quarter in the previous year, but only because of an acquisition completed in 2008 that was later unwound. As a result, our net loss for the quarter ended September 30, 2009 was less than our net loss for the same quarter in 2008.

Revenues and Income (Loss) from Operations

Our revenue, operating expenses, other expenses, and net income (loss) from operations for the three months ended September 30, 2009, as compared to the three months ended September 30, 2008, and the year ended June 30, 2009 are as follows:

	3 Months Ended September 30, 2009			3 Months Ended September 30, 2008			Year Ended June 30, 2009

Revenue	$	-		$	-		$	-
Operating expenses		(23,078	)		(62,761	)		(118,231	)
Other expenses		(24,359	)		-			-

Net loss from operations	$	(47,437	)	$	(62,761	)	$	(118,231	)

Liquidity and Capital Resources

Introduction

During the three months ended September 30, 2009, we had a net loss of $47,437 and net cash used in operating activities of $21,549. Because we don’t have any revenues, almost any change in our revenues or operating expenses has a material effect, and we anticipate that our net profit or loss, and operating profit or loss, will continue to vary widely from time period to time period.

Our cash and cash equivalents, total current assets, total assets, total current liabilities, and total liabilities as of September 30, 2009, as compared to June 30, 2009, are as follows:

	September 30,		June 30,
	2009		2009

Cash	$	519	$	2,868
Total current assets		519		2,868
Total assets		519		2,868
Total current liabilities		79,602		49,323
Total liabilities		79,602		49,323

Cash Requirements

Our cash requirements are expected to remain consistent with our historical needs over the next 12 months. Our cash is utilized primarily for professional fees associated with operating as a fully reporting public company.

From March 2009 through the end of the quarter ended September 30, 2009, we borrowed $33,467 from William A. Hartman, an officer and director, and $14,267 from Mitch Felder, a consultant. The exact terms of the loan have not been finalized yet.

On October 2, 2009, we sold 2,500,000 shares of our common stock for $10,000 pursuant to a Securities Purchase Agreement with Bonnie L. Hartman, an officer and director. Of these shares, 2,000,000 were issued to Heidi Carl, also an officer and director.

Beyond the next 12 months, our cash needs are anticipated to remain relatively constant. We anticipate fulfilling our cash needs primarily through the sale of our common stock or the issuance of debt securities. We cannot estimate what our cash needs will be in the future, other than the approximately $50,000 annually we anticipate spending on the cost of being a reporting company, and we have not entered into any discussions concerning the sale of our common stock in the future.

Sources and Uses of Cash

Operations and Financing

During the three months ended September 30, 2009, we generated a decrease in cashflow of $(2,349). Net cash provided by (used in) operating activities for the three months ended September 30, 2009 and 2008, were $(21,549) and $(39,956), respectively. The principal component of the net cash used in operations during the nine months ended September 30, 2009 was a net loss of $(47,437), which was partially offset by non-cash preferred stock compensation of $7,405, impairment of intellectual property of 24,359, and a change in accounts payable of $(5,876).

We anticipate that we will continue to operate at a loss until we are able to obtain substantial financing.

Critical Accounting Policies

Our accounting policies are fully described in Note 2 to our consolidated financial statements within the 10-K.

Our results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debt, inventories, investments, intangible assets, income taxes, financing operations, and contingencies and litigation.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.

ITEM 3

Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4T

Controls and Procedures

(a) Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of September 30, 2009, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2009, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 4T(b).

(b) Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;

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

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, Management has identified the following two material weaknesses that have caused management to conclude that, as of September 30, 2009, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

1. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We have not documented our internal controls. We have limited policies and procedures that cover the recording and reporting of financial transactions. Although providing this report in this Annual Report is optional for us at this time, written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. We were required to provide written documentation of key internal controls over financial reporting beginning with our fiscal year ending June 30, 2009. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to internally improve our processes, develop written policies and procedures, and when our finances allow it, to add personnel to segregate our accounting functions.

(d) Changes in Internal Control over Financial Reporting

Because we are in substantially the same financial situation as when our first report on internal control over financial reporting was filed, we have not implemented any of our changes and, therefore, there are no changes to report during our most recently completed fiscal quarter.

PART II – OTHER INFORMATION

ITEM 1

LegalProceedings

In the ordinary course of business, we may be from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.

We are not, and have never been, party to legal proceedings, and have no knowledge of any indication or threat of legal action. We are not aware of any proceedings contemplated by a government authority.

ITEM 1A

Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item. However, we did include Risk Factors in our most recently filed Annual Report on Form 10-K because it was our first Annual Report following the acquisition of new technologies pursuant to the License Agreements. There are no changes to the risk factors previously disclosed.

ITEM 2

Unregistered Sales of Equity Securities and Use of Proceeds

Common Stock

On October 2, 2009, we entered into a Securities Purchase Agreement with Bonnie L. Hartman, one of our officers and directors. Under the terms of the agreement, we agreed to issue 500,000 shares of our common stock to her, and 2,000,000 shares to Heidi H. Carl, or her assigns, also an officer and director, in exchange for $10,000. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was accredited.

Preferred Stock

On September 28, 2009, pursuant to the terms of two License Agreements entered into with Altman Enterprises, LLC and Marv Enterprises, LLC, we issued to each of Altman and Marv 1,234,074 and 617,037 shares, respectively, of a new series of preferred stock, to be known as Series A Convertible Preferred Stock (the “Preferred Stock”). The issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the shareholders were sophisticated investors.

On September 28, 2009, we entered into a Securities Purchase Agreement with William A. Hartman wherein, in exchange for accepting an appointment as an officer and director of the company, and for developing a business around the technologies acquired pursuant to the license agreements described above, we agreed to issue to Hartman 1,851,111 shares of Preferred Stock. The issuance was exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, and the shareholder was accredited.

On November 20, 2009, the rights, preferences, and privileges of the Series A Convertible Preferred Stock were renegotiated by the company and the shareholder designees of the Preferred Stock, and amended and restated. The Preferred Stock is convertible, upon the payment of $0.40 per share of Preferred Stock, and at the option of the holder, into warrants to purchase 100 shares of our common stock. The purchase price for the common stock upon exercise of the warrants is an additional $0.004 per share. The holders of our Preferred Stock also have 100 votes per share of Preferred Stock that they hold. It also contains protective provisions as follows:

The Company may not take any of the following actions without the approval of a majority of the holders of the outstanding Series A Convertible Preferred Stock: (i) effect a sale of all or substantially all of the Company’s assets or which results in the holders of the Company’s capital stock prior to the transaction owning less than fifty percent (50%) of the voting power of the Company’s capital stock after the transaction, (ii) alter or change the rights, preferences, or privileges of the Series A Convertible Preferred Stock, (iii) increase or decrease the number of authorized shares of Series A Convertible Preferred Stock, (iv) authorize the issuance of securities having a preference over or on par with the Series A Convertible Preferred Stock, or (v) effectuate a forward or reverse stock split or dividend of the Company’s common stock. Further, the Company hereby discloses that as of the date hereof, there are not enough authorized but unissued shares of Common Stock of the Company to effectuate the conversion of all the Warrants, and that any Designee or Holder of the Series A Convertible Preferred Stock takes their shares acknowledging this disclosure. The Company agrees to use its best efforts to cause all the shareholders of the Company to effectuate a reverse stock split as soon as reasonably possible following the issuance of any shares of Series A Convertible Preferred Stock so as to create enough authorized but unissued common stock to allow for the conversion of the Series A Convertible Preferred Stock, and hereby states its intent to do so with in a year of the date hereof. Any Designee or Holder of the Series A Convertible Preferred Stock may vote his shares in favor of said reverse stock split.

ITEM 3

Defaults Upon Senior Securities

There have been no events that are required to be reported under this Item.

ITEM 4

Submission of Matters to a Vote of Security Holders

There have been no events that are required to be reported under this Item.

ITEM 5

Other Information

On November 20, 2009, the shareholder designees of our Series A Convertible Preferred Stock, who had not yet received and were not in possession of their shares of preferred stock, renegotiated the terms of the Series A Convertible Preferred Stock. Under the new terms, instead of each share of preferred stock being convertible into 100 shares of common stock, each share of preferred stock is convertible, upon payment of $0.40, into warrants to purchase 100 shares of common stock. The warrants have an exercise price of $0.004 per share.

ITEM 6

Exhibits

3.1 (1)		Certificate of Incorporation

3.2 (2)		Certificate of Designation of the Rights, Privileges, and Preferences of Series A Convertible Preferred Stock

3.3		First Amended and Restated Certificate of Designation of the Rights, Privileges, and Preferences of Series A Convertible Preferred Stock

3.4 (3)		Bylaws

10.1 (2)		License Agreement dated September 28, 2009 with Altman Enterprises, LLC

10.2 (2)		License Agreement dated September 28, 2009 with Marv Enterprises, LLC

10.3 (2)		Securities Purchase Agreement dated September 28, 2009 with William A. Hartman

10.4 (4)		Securities Purchase Agreement dated October 2, 2009 with Bonnie L. Hartman

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1		Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)

Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on November 1, 2004.

(2)

Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on October 2, 2009.

(3)

Incorporated by reference from our Registration Statement on Form 10-SB, filed with the Commission on August 10, 2004.

(4)

Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on October 7, 2009.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INverso Corp.


Dated: November 23, 2009		/s/ William A. Hartman
	By:	William A. Hartman
	Its:	Chief Executive Officer,

INverso Corp 10-Q