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| OMB APPROVAL                                                                                                       |
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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-KSB**

**(Mark One)**

[X]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended    6/30/2005  

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to________________

Commission file number 000-50898

_____________**INverso Corp.**__________**___**

(Name of Small Business Issuer in its charter)

**
Delaware

34-1996527

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

**4201 Massachusetts Ave NW #8037C, Washington, DC**

**20016**

(Address of principal executive offices) 

(Zip Code)
**

     

Issuer"s telephone number (**202**) _**364-8395**_________________________

 

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

**
Title of each class 

Name of each exchange on which

to be so registered each class is to be registered

**N/A**

**N/A**
**

 

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

_**___****Common Stock $0.000001 par value**__**__**

(Title of class)

 

Checkwhether the issuer (1) filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the past 12 months (orfor such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for thepast 90 days. [X]Yes [ ]No

**Personswho respond to the collection of information contained in this form arenot required to respond unless the form displays a currently valid OMBcontrol number.**

Page 1

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Checkif there is no disclosure of delinquent filers in response to Item 405of Regulation S-B is not contained in this form, and no disclosure willbe contained, to the best of registrant"s knowledge, in definitiveproxy or information statements incorporated by reference in Part IIIof this Form 10-KSB or any amendment to this Form 10-KSB. [X]

State issuer"s revenues for its most recent fiscal year. $0

Statethe aggregate market value of the voting and non-voting common equityheld by non-affiliates computed by reference to the price at which thecommon equity was sold, or the average bid and asked price of suchcommon equity, as of a specified date within the past 60 days. (Seedefinition of affiliate in Rule 12b-2 of the Exchange Act.)

Note:If determining whether a person is an affiliate will involve anunreasonable effort and expense, the issuer may calculate the aggregatemarket value of the common equity held by non-affiliates on the basisof reasonable assumptions, if the assumptions are stated.

Theaggregate market value of shares of voting common stock held bynonaffiliates of the Registrant is approximately $0 on June 30, 2005.

There were 22,000,000 shares of the Registrant"s common stock outstanding as of June 30, 2005. 

Table of Contents

Part I.................................................. 3

Forward Looking Statements.......................... 3

Item 1. Description of Business......................... 3

Item 2. Description of Property......................... 5

Item 3. Legal Proceedings............................... 5

PART II................................................. 5

Item 1. Market for Common Equity and Related Stockholder Matters.    5

Item 6. Management"s Discussion and Analysis or Plan of Operation. 6

Off-balance sheet arrangements.......................... 9

Item 7. Financial Statements............................ 9

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.    16

Item 8A. Controls and Procedures....................... 16

Evaluation of Disclosure Controls and Procedures....... 16

Changes in Internal Controls........................... 16

Item 8B. Other Information............................. 17

PART III............................................... 17

Item 9. Directors and Executive Officers of the Registrant and Compliance with Section 16(a) of the Exchange Act.   17

Section 16(a) Beneficial Ownership Reporting Compliance 18

Code of Ethics......................................... 18

Audit Committee Financial Expert....................... 18

Item 10. Executive Compensation........................ 18

Item 11. Security Ownership of Certain Beneficial Owners and Management. 19

Item 12. Certain Relationships and Related Transactions. 19

Item 13. Exhibits and Reports on Form 8-K.............. 20

(a) Exhibits:.......................................... 20

(b) Reports on Form 8-K ............................... 20

Item 14. Principal Accountant Fees and Services........ 20

Audit and Non-Audit Fees .............................. 20

                             SIGNATURES............... 21

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**Part I**

### Forward Looking Statements

In this registration statement references to "INverso," "we," "us," and "our" refer to INverso Corp. of Delaware.

ThisForm 10-KSB contains certain forward-looking statements.  For thispurpose any statements contained in this Form 10-KSB that are notstatements of historical fact may be deemed to be forward-lookingstatements. Without limiting the foregoing, words such as "may,""will," "expect," "believe," "anticipate," "estimate" or "continue" orcomparable terminology are intended to identify forward-lookingstatements. By their nature these statements involve substantial risksand uncertainties, and actual results may differ materially dependingon a variety of factors, many of which are not within our control.These factors include but are not limited to economic conditionsgenerally and in the industries in which we may participate;competition within our chosen industry, including competition from muchlarger competitors; technological advances and failure by us tosuccessfully develop business relationships or consummate a businesstransaction, as defined below.

## Item 1. Description of Business.

INversowas incorporated on May 28, 2004 in the State of Delaware to engage inany lawful activity under the laws of Delaware. Due to an error in thetransmission of the incorporation documents, the actual incorporationin Delaware occurred on October 6, 2004. We are a development stagecompany, whose activities to date have been limited to the organizationof the company, the filing of this registration statement andactivities incidental thereto. We have not conducted any research,development or other business, and have not been involved in anybankruptcy, receivership or similar proceeding, or any materialreclassification, merger, consolidation, or purchase or sale of assets.We have offered no products or services, and have never owned anypatents, trademarks, licenses, franchises, concessions, royaltyagreements, labor contracts or other intellectual or intangibleproperty. For these reasons we have incurred net operating losses whichwill increase continuously until we can consummate a BusinessTransaction that is profitable. There is no assurance that we will beable to identify a profitable opportunity and consummate a BusinessTransaction.

We are a "blankcheck" company, also often referred to as a "shell" company, whosepurpose is to engage in a reverse merger transaction with a privatecompany, acquire assets or engage into other yet unspecified businessor businesses (a "Business Transaction"). The term "reverse merger"refers to a transaction where a private company seeks public listingand becomes a publicly traded company. The private company shareholdersgain control of the public company by merging it in with their privatecompany. Typically, the private company shareholders receive themajority of the shares of the public company (normally 85% to 95%) andthe original public shareholders retain the remaining shares, and thecombined entity may change its name to that of the private company.Officers and directors may be appointed or elected by the formerlyprivate company's shareholders. 

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Wewill attempt to locate and negotiate with such a company. A BusinessTransaction is likely take one of several forms. If we consummate areverse merger, it is likely to be a:

-       Stock for stock exchange: we would exchange stock in our company for ownership interests the private company; 

-       Merger; or

-       Stockfor asset exchange:  we would exchange stock in our company forthe assets of a privately held company. However, to trade the newshares of the combined public company it must first register the shareswith the SEC. 

Other Business Transactions could take one of the following forms, without limitation:

-       Purchase of assets; 

-       joint venture; 

-       franchise agreements;

-       licensing agreement.

We anticipate that such a reorganization will be tax free under the Internal Revenue Code ("IRC"). 

Webelieve that there are numerous firms seeking the perceived benefits ofa fully reporting public company. Such perceived benefits may includefacilitating or improving the terms on which additional financing maybe sought. Relative to a private enterprise, a public company may moresuccessful in attracting potential investors and investment bankingfirms for the purposes of raising additional funds. 

Theconsummation of a Business Transaction will dilute the holdings of ourexisting shareholders. We expect that our existing shareholders willhold only a small fraction of the equity of INverso or its successorafter a Business Transaction.

Thereis no assurance that we will be able to find a private company to mergewith. We have identified a potential acquirer (see Item 6), but thereis guaranty that a business transaction will be consummated. We willnot be able to establish a marketing organization for ourselves. Evenif we do find a potential acquirer, there is no guaranty thatultimately the negotiations will lead to a Business Transaction.

Themarket for "blank check" companies is highly competitive and manywell-funded and experienced organizations, including venture capitalfunds broker/dealers and investment banks, are offering similarbusinesses for sale. We are at a disadvantage when competing with theseofferings.

The Securities andExchange Commission, as well as many states, has issued rules andregulations governing the activities of "blank check" companies such asus. This includes limitations on the issuance, sale, transfer andre-sale of our securities. Relevant thereto, Mr. Serge Atlan and Mr.Thomas Kirchner, our principal shareholders, have expressed anintention not to sell their respective shares until we have consummateda Business Transaction, and we are no longer classified as a "blankcheck" company. To ensure that any state laws are not violated throughthe resale of our securities, we will refuse to register the transferof any of our securities to residents of any state which prohibits such

Page 4

 resaleif no exemption is available for such resales. We do not anticipatethat a secondary  trading market for our securities will developin any state until subsequent to consummation of a BusinessTransaction, if at all.

We do not expect to be affected by environmental regulations prior to the completion of a Business Transaction.

Wehave filed a registration statement on a voluntary basis, pursuant tosection 12(g) of the Securities Exchange Act of 1934 (the "ExchangeAct"), in order to ensure that public information is readily accessibleto all shareholders and potential investors, and to increase our accessto financial markets. We have not made, and are not planning to make,an offering of "blank check" securities. We do not intend to undertakeany offering of our securities, either debt or equity, until such timeas we have successfully implemented our business plan, as describedherein.

## Item 2. Description of Property.

We do not own any property and do not maintain an office or other property.

Wecurrently maintain a mailing address at c/o Thomas Kirchner, 4201Massachusetts Avenue N.W., Washington, DC 20016. We pay no rent for theuse of this mailing address. We do not believe that it will need tomaintain an office at any time in the foreseeable future in order tocarry out our plan of operations described herein and in ourregistration statement.

## Item 3. Legal Proceedings.

Weare not and have never been party to legal proceedings, and have noknowledge of any indication or threat of legal action. We are not awareof any proceedings contemplated by a government authority.

# PART II

## Item 1. Market for Common Equity and Related Stockholder Matters.

Thereis no public trading market for our securities at this time and thereis no assurance that a regular trading market will develop, or ifdeveloped, will be sustained. We have not applied for a listing on anypublic trading exchange. Following a Business Transaction we intend toapply for a listing of our stock on NASDAQ, if it meets the listingrequirements, or if it does not meet the requirements, for inclusion inthe over-the-counter market on the so-called "Pink Sheets" or the "OTCBulletin Board." 

Our CommonStock is currently held by two owners of record. We do not anticipatetransactions in our stock prior to the consummation of a BusinessTransaction.

We have never paidany dividends and do not anticipate doing so prior to consummating aBusiness Transaction. There is no guaranty that we will be able to paydividends subsequent to the consummation of a Business Transaction.

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Aswe do not have any employees, we do not intend to issue securitiesunder equity compensation plans and will not register any securitiespursuant to such a plan prior to consummating a Business Transaction.Under regulations proposed by the SEC our future ability to issuesecurities under an equity compensation plan could be restricted for aperiod of time immediately following the consummation of a BusinessTransaction.

## Item 6. Management"s Discussion and Analysis or Plan of Operation.

Wehave no operations or revenues. Our management has held discussionswith several parties about engaging in a Business Transaction. Two suchdiscussions were aborted by our management after initial investigationof the counterparty, while in some cases, the other parties proceededwith alternative transactions that they considered more suitable fortheir needs. Currently, our management is in advanced negotiations witha private company about a Business Transaction, and expects to sign anagreement shortly after the filing of this form 10K. Our management hasagreed to keep the identity of the potential counterparty confidentialuntil an agreement has been signed. We will make an announcement assoon as a Business Transaction has been consummated. There is noguaranty that a Business Transaction actually will be consummated,although our management believes that it is likely that a BusinessTransaction will occur between the parties. 

Ourbusiness plan for the next twelve months is to seek, investigate and,if such investigation warrants, acquire an interest in a businessentity which desires to seek the perceived advantages of a corporationwhich has a class of securities registered under the Exchange Act. Wewill not restrict our search to any specific business, industry, orgeographical location and we may participate in a business venture ofvirtually any kind or nature. Our management may enter intoconfidentiality agreements that may preclude them from disclosing theexistence of specific discussions until the signing of a letter ofintent or definitive agreement. Our management has unrestricteddiscretion in seeking and participating in a Business Transaction,subject to the availability of such opportunities, economic conditionsand other factors. Management may acquire or participate in a BusinessTransaction based on the decision of management which will, in allprobability, act without consent, vote, or approval of ourshareholders. 

We do not andwill not have any capital to attract the owners of BusinessTransactions who desire significant cash or other assets. However, webelieve that the opportunity to acquire a controlling ownershipinterest in a publicly registered company may attract a privatecompanies for several reasons:

-       lower cost, shorter timeframe and less dilution than going public through an IPO;

-       use of public equity for future acquisitions;

-       higher prestige and better public visibility;

-       compliance with a requirement for admission to quotation on the NASD OTC Bulletin Board or on the Nasdaq SmallCap Market;

-       easier capital raising and borrowing from banks or other financial institutions;

Page 6

-       employees may find compensation through stock or options more attractive if their employer is a public company;

-       better ability to transfer stock or other securities;

-       inthe case of foreign companies: entry into the U.S. securities markets,enhanced credibility with U.S. customers, easier mergers oracquisitions in the U.S.;

-       facilitation of succession or retirement planning for owner/managers.

There are also several disadvantages for private companies from going public through a merger with us:

-       no aftermarket support through underwriters;

-       no capital raised;

-       increased regulation;

-       requirement for audited financial statements;

-       required publication of corporate information;

-       required filings of periodic reports with the SEC.

Someof the above disadvantages are general aspects of public companies arenot specifically linked to going public through a reverse merger.

Webelieve that our plan of operations will be conducted through theefforts of Serge Atlan and Thomas Kirchner, and will not require anyadditional funds. It is anticipated that Mr. Atlan and Mr. Kirchnerwill furnish us with Business Transaction candidates. We may or may notuse any notices, advertisements or third parties in our search forBusiness Transactions. Our management will also investigate specificBusiness Transactions and negotiate, draft and execute relevantagreements, disclosure documents and other instruments. We may engagebroker/dealers, including Atlantic Republic Securities Corp. which isowned by Mr. Serge Atlan, or investment banking firms to introduce usto candidates for Business Transactions. 

Theselection of a Business Transaction in which to participate is complexand extremely risky and will be made by management in the exercise ofits business judgment. We have not conducted any research to verify theexistence of demand for our business plan. There is no assurance thatwe will be able to identify and acquire any Business Transaction whichwill ultimately prove to be beneficial to us and our shareholders.

Priorto making a decision about participation in a Business Transaction, weplan to obtain written materials regarding the Business Transactionincluding, without limitation, a description of products, services andcompany history; management resumes; financial information; availableprojections with related assumptions; evidence of existing patents,trademarks or service marks or rights thereto; present and proposedforms of compensation to management; a description of transactionsbetween the prospective entity and our affiliates during relevantperiods; a description of present and required facilities; an analysisof risk and competitive conditions; and other relevant information. Inmany instances, however, we anticipate that the historical operationsof a specific Business Transaction may not necessarily be indicative ofthe potential for the future

Page 7

becauseof the possible need to shift marketing approaches substantially,expand significantly, change product emphasis, change or substantiallyaugment management, or make other changes. We will be dependent uponthe owners of a Business Transaction to identify any such problemswhich may exist and to implement, or be primarily responsible for theimplementation of, required changes.

Ifa Business Transaction were to be consummated, it would involvetypically the transfer of a controlling interest in INverso to suchcompany or its controlling shareholders. Management of INverso wouldmost likely vest with the management of of the other company, and ourcurrent management, officers and directors are unlikely to be involvedwith INverso's management after a Business Transaction. Ourshareholders will in all likelihood hold a substantially lesserpercentage ownership interest in INverso following any BusinessTransaction. 

The legalstructure or method deemed by management to be suitable will beselected based upon our review and our relative negotiating strength.Such structure may include, but is not limited to, leases, purchase andsale agreements, licenses, joint ventures and other contractualarrangements. We will participate in a Business Transaction only afterthe negotiation and execution of appropriate agreements. Although theterms of such agreements cannot be predicted, generally such agreementswill require certain representations and warranties of the partiesthereto, will specify certain events of default, will detail the termsof closing and the conditions which must be satisfied by the partiesprior to and after such closing and will include miscellaneous otherterms.

We are classified as a'blank check' company under rules of the SEC and certain states. Underthese regulations the public sale of securities of blank checkcompanies is limited.  We will not make any efforts to cause amarket to develop in our securities until such time as we havesuccessfully implemented our business plan and INverso is no longerclassified as a blank check company. We anticipate that additionalsecurities may be registered and issued subsequent to a BusinessTransaction. The issuance of substantial additional securities andtheir potential sale into any trading market which may develop in oursecurities may have a depressive effect on the future value of oursecurities, if such a market develops, of which there is no assurance.The completion of any Business Transaction may result in a significantdilution to our present stockholders. 

Wecurrently have no employees. Our management expects to confer withconsultants, attorneys and accountants as necessary. We do notanticipate a need to engage any full-time employees so long as we areseeking and evaluating Business Transactions. We will determine theneed for employees based upon the specific Business Transaction. Theamount of time spent by Messrs. Atlan and Kirchner on the activities ofINverso is not predictable. Such time may vary widely from an extensiveamount when reviewing a target company and effecting a BusinessTransaction to an essentially quiet time when activities of managementfocus elsewhere. It is not possible to predict the amount of time thatwill be required to spend to review a suitable target company. Messrs.Atlan and Kirchner will not perform any services on behalf of INversountil after the effective date of this registration statement and willprovide their services thereafter without charge or repayment byINverso. We will not borrow any funds to make any payments to ourmanagement, its affiliates or associates. Upon consummation of aBusiness Transaction

Page 8

the number of employees may increase, depending on the nature and size of the Business Transaction.

Sinceinception, we have had no revenues or sales and primarily financed ouroperations through the sale of our common stock and loans. We believethat our current cash needs can be met by loans from our directors,officers and shareholders for at least the next twelve months. However,if we obtain a Business Transaction, it may be necessary to raiseadditional capital. This may be accomplished by selling our commonstock. Our management intends to actively seek Business Transactionsduring the next twelve months.

### Off-balance sheet arrangements

We currently have no off-balance sheet contracts or other off-balance sheet arrangements.

## Item 7. Financial Statements.

Pollard-Kelley Auditing Services, Inc................................................................................

AuditingServices                                          3250 West Market St, Suite 307, Fairlawn, OH 44333 330-864-2265

Report of Independent Registered Public Accounting Firm

Board of Directors

INverso Corp.

( A Development Stage Company)

Wehave audited the accompanying balance sheet of INverso Corp.(aDevelopment Stage Company) as of June 30, 2005, and the relatedstatements of income, changes in shareholders" equity, and cash flowsfor the year ended June 30, 2005 and the period May 28, 2004 (date ofinception) through June 30, 2005. These financial statements are theresponsibility of the Company"s management. Our responsibility is toexpress an opinion on these financial statements based on our audits.

Weconduct our audits in accordance with the standards of the PublicCompany Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. An audit includes examining on a test basis, evidencesupporting the amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating theoverall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.

TheCompany has not generated significant revenues or profits to date. Thisfactor, among others, may indicate that the Company may be unable tocontinue as a going concern. The Company"s continuation as a goingconcern depends upon its ability to generate sufficient cash flow toconduct its operations and its ability to obtain additional sources ofcapital and financing. The accompanying financial statements do notinclude any adjustments that might result from the outcome of thisuncertainty.

Page 9

Inour opinion, the financial statements referred to above present fairly,in all material respects, the financial position of the Company at June30, 2005, and the results of its operations, changes in shareholders"equity, and its cash flows for the year ended June 30, 2005 and theperiod May 28, 2004 (date of inception) through June 30, 2005,. inconformity with U.S. generally accepted accounting standards.

Pollard-Kelley Auditing Services, Inc.

/S/ Pollard-Kelley Auditing Services, Inc.

Fairlawn, Ohio

August 15, 2005

 

 

 

 

 

 

 

 

 

 

Page 10

 

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INVERSO CORP.A DEVELOPMENT STAGE COMPANYBALANCE SHEETJUNE 30, 2005 AND JUNE 30, 2004

**ASSETS**

| CURRENT ASSETS:                                                   | June 30, 2005                      | June 30, 2004                      |
|-------------------------------------------------------------------|------------------------------------|------------------------------------|
|            CASH | $    100            | $    100            |
| **TOTAL CURRENT ASSETS**                                          |       100 |       100 |
|                                                              |                               |                               |
| **TOAL ASSETS:**                                                  | $    100            | $    100            |
|                                                              |                               |                               |

**LIABILITIES AND STOCKHOLDERS' EQUITY**

| CURRENT LIABILITIES:                                                                                                                                                                                                                                                                                                    |                                             |                                                     |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------|----------------------------------------------------------|
|            ACCOUNTS PAYABLE                                                                                                                                                                                                                                           | $     1,000                  | $        0            |
| **TOTAL CURRENT  LIABILITIES**                                                                                                                                                                                                                                                                                     |       1,000             |           0 |
|                                                                                                                                                                                                                                                                                                                    |                                             |                                                     |
| LONG-TERM DEBT, NET OF CURRENT PORTION:                                                                                                                                                                                                                                                                                 |                                             |                                                     |
|            LOAN FROM SHAREHOLDERS                                                                                                                                                                                                                                     |        1,614       |        1,244               |
| **TOTAL LONG-TERM DEBT, NET OF CURRENT PORTION**                                                                                                                                                                                                                                                                        |         1,614 |       1,244                     |
|                                                                                                                                                                                                                                                                                                                    |                                             |                                                     |
| **STOCKHOLDERS' EQUITY:**                                                                                                                                                                                                                                                                                               |                                             |                                                     |
|             COMMONSTOCK, $0.000001 PAR VALUE;AUTHORIZED           100,000,000 SHARES; ISSUED AND OUTSTANDING:           22,000,000 SHARES @.000001 |        22          |         0             |
|             PAID-IN CAPITAL                                                                                                                                                                                                                                      |        78          |        100                 |
|             ACCUMULATED DEFICIT DURING DEVELOPMENT

            STAGE                                                                                                                                     |     (2,614)                       |     (1,244)                               |
| **TOTAL STOCKHOLDERS' EQUITY**                                                                                                                                                                                                                                                                                          |     (2,514)                       |     (1,144)                               |
|                                                                                                                                                                                                                                                                                                                    |                                             |                                                     |
| EARNINGS PER SHARE:                                                                                                                                                                                                                                                                                                     |                                             |                                                     |
|             NET LOSS OF -1,370 AND -1,244; 22,000,000            WEIGHTED AVERAGE NUMBER OF COMMON SHARES           OUTSTANDING                    |     (1,370)                       |     (1,244)                               |
|             BASIC LOSS PER COMMON SHARE                                                                                                                                                                                                                          | $(0.000062)                                      | $(0.000057)                                              |
|                                                                                                                                                                                                                                                                                                                    |                                             |                                                     |
| TOTAL LIABILITIES AND STOCKHOLDERS**'** EQUITY                                                                                                                                                                                                                                                                          | $     100                    | $     100                            |

SEE ACCOMPANYING NOTES AND AUDITOR'S REPORT

Page 11

 

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INVERSO CORP.A DEVELOPMENT STAGE COMPANYSTATEMENT OF INCOMEYEAR ENDED JUNE 30, 2005AND PERIOD MAY 28, 2004 (DATE OF INCEPTION) THROUGH JUNE 30, 2004

| **REVENUE**                         | **Twelve months through 6/30/2005**                                              | **Inception through 6/30/2005**                                                  |
|-------------------------------------|----------------------------------------------------------------------------------|----------------------------------------------------------------------------------|
| INCOME                              |               0 |               0 |
| **TOTAL REVENUE**                   |               0 |               0 |
|                                |                                                                             |                                                                             |
| **COST OF SALES**                   |               0 |               0 |
|                                |                                                                             |                                                                             |
| **TOTAL COST OF SALES**             |               0 |               0 |
|                                |                                                                             |                                                                             |
| **GROSS PROFIT**                    |               0 |               0 |
|                                |                                                                             |                                                                             |
| **EXPENSES**                        |                                                                             |                                                                             |
| ACCOUNTING                          |           1,260                     |           2,260                     |
| AUDIT                               |               0 |               0 |
| CORPORATE SEAL                      |               0 |               0 |
| DUES AND SUBSCRIPTIONS              |              50      |             164           |
| FRANCHISE TAX                       |               0 |               0 |
| INCORPORATION                       |               0 |               0 |
| POSTAGE                             |               0 |               2 |
| PRINTING AND REPRODUCTION           |               0 |               3 |
| STOCK CERTIFICATE                   |               0 |               0 |
| TAX                                 |              60      |             185           |
| **TOTAL EXPENSES**                  |           1,370                     |           2,614                     |
| **NET INCOME**                      |           (1,370)                   |           (2,614)                   |
| CUMULATIVE REVENUES SINCE INCEPTION |                                                                             |               0 |
| CUMULATIVE EXPENSES SINCE INCEPTION |                                                                                  |           (2,614)                   |

 

SEE ACCOMPANYING NOTES AND AUDITOR'S REPORT

Page 12

  

INVERSO CORP.A DEVELOPMENT STAGE COMPANYSTATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

 

 

| Balance May 28, 2004  | Common stock |   |            |              |
|-----------------------|--------------|--------|-----------------|-------------------|
|                  |  Shares | Amount | Paid In Capital | Retained Earnings | Total |
| Sale of Common Stock  | 22,000,000   | 22     | 78              |              | 100 |
| Loss for Period       |         |   |            | (1,244)           | (1,244) |
| Balance June 30, 2004 | 22,000,000   | 22     | 78              | (1,244)           | (1,144) |
| Loss for Period       |         |   |            | (1,370)           |             |
| Balance June 30, 2005 | 22,000,000   | 22     | 78              | (2,614)           | (2,514) |

 

 

 

 

 

SEE ACCOMPANYING NOTES AND AUDITOR'S REPORT

Page 13

 

INVERSO CORP.A DEVELOPMENT STAGE COMPANYAUDITED STATEMENT OF CASH FLOWSYEAR ENDED JUNE 30, 2005AND PERIOD MAY 28, 2004 (DATE OF INCEPTION) THROUGH JUNE 30, 2004

|                                                                             | **Twelve months through 6/30/2005**                                                                      | **Inception through 6/30/2005**                                                                          |
|----------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|
| **CASH FLOW FROM OPERATING ACTIVITIES**                                          |                                                                                                     |                                                                                                     |
| NET INCOME                                                                       |              (1,370)                         |              (2,614)                         |
| ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES |                                                                                                     |                                                                                                     |
| ACCOUNTS PAYABLE                                                                 |                   0 |                   0 |
|                                                                             |                                                                                                     |                                                                                                     |
| **TOTAL ADJUSTMENTS**                                                            |                   0 |                   0 |
|                                                                             |                                                                                                     |                                                                                                     |
| **NET CASH PROVIDED BY OPERATIONS**                                              |            (1,370)                                     |             (2,614)                          |
|                                                                             |                                                                                                     |                                                                                                     |
| **CASH FLOW FROM INVESTING ACTIVITIES**                                          |                                                                                                     |                                                                                                     |
| USED FOR                                                                         |                   0 |                   0 |
|                                                                             |                                                                                                     |                                                                                                     |
| **NET CASH USED IN INVESTING**                                                   |                   0 |                   0 |
|                                                                             |                                                                                                     |                                                                                                     |
| **CASH FLOWS USED IN FINANCING ACTIVITIES**                                      |                                                                                                     |                                                                                                     |
| **PROCEEDS FROM:**                                                               |                                                                                                     |                                                                                                     |
| SHAREHOLDER'S LOAN                                                               |               1,370                     |               2,614                     |
| COMMON STOCK                                                                     |                   0 |                 100           |
|                                                                             |                                                                                                     |                                                                                                     |
| **USED FOR:**                                                                    |                                                                                                     |                                                                                                     |
| SHAREHOLDER'S LOAN                                                               |                   0 |                   0 |
| COMMON STOCK                                                                     |                   0 |                   0 |
|                                                                             |                                                                                                     |                                                                                                     |
| **NET CASH PROVIDED BY FINANCING**                                               |               1,370                     |               2,714                     |
|                                                                             |                                                                                                     |                                                                                                     |
| **NET INCREASE (DECREASE) IN CASH**                                              |                   0 |                 100           |
|                                                                             |                                                                                                     |                                                                                                     |
| **SUMMARY**                                                                      |                                                                                                     |                                                                                                     |
| CASH BALANCE AT END OF PERIOD                                                    |                 100           |                 100           |
| CASH BALANCE AT BEGINNING OF PERIOD                                              |                   0 |                   0 |
|                                                                             |                                                                                                     |                                                                                                     |
| **NET INCREASE (DECREASE) IN CASH**                                              |                   0 |                 100           |
| **CUMULATIVE INFLOWS OF CASH SINCE INCEPTION**                                   |                                                                                                          |                 100           |
| **CUMULATIVE OUTFLOWS OF CASH SINCE INCEPTION**                                  |                                                                                                          |                 0             |

SEE ACCOMPANYING NOTES AND AUDITOR'S REPORT

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INverso Corp.(A Development Stage Company)Notes to Audited Financial Statements for the year ended June 30th, 2005

NOTE 1. Summary of significant Business and Accounting Policies

a. Organization

TheCompany started operating as a blank check company on May 28, 2004. OnOctober 6, 2004, INverso Corp. (the "Company") became a corporation byfiling with the Delaware Secretary of State. The intent of the Companyis to be a "blank check" company, or also referred to as a "shell"company. We shall be considered to be in the development stage becauseno business operations have commenced, and there has been no revenue.We believe that we will remain a development stage company until suchtime as significant revenues have been generated, which is not expectedto happen until after we complete a Business Transaction.

b. Cash

As of the Date of the Audit, the Company has one bank account.

c.    Inventory

As of the Date of the Audit, the Company has no Inventory.

d.    Property and Equipment

As of the Date of the Audit, the Company has no Property and Equipment.

e. Current Liabilities

As of the Date of the Audit, the Company has $1,000 payable to its auditor.

f. Long Term Liabilities

TheCompany's Long Term Liability of Shareholder's Loan represents themoney loaned by the Shareholders to the Company for the start-up costsof the corporation. This loan is non-interest bearing.

g. Loss Per Share

Lossper share amounts are based on the weighted average shares outstandingof 22,000,000 as of June 30, 2005 and 22,000,000 as of June 30, 2004.

h. Reclassification

Reclassificationof expenses and liabilities occurred at the data entry level due to thecategories set up by the Shareholder's who submitted the information.It has no effect on the balance of any one total account.

NOTE 2. Capitalization

TheCompany has authorized the issuance of 100,000,000 shares of commonstock having $0.000001 par value. Of those authorized, 22,000,000 havebeen issued and are outstanding.

NOTE 3. Statement of Income

Asof the Date of the Audit, the Company has no Revenue or Cost of Sales.The expenses incurred as of the Date of the Audit are the start-upcosts of the Company.

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NOTE 4. 

Asof the Date of the Audit, the only activity affecting the Statement ofCash Flows were the start-up costs incurring the negative Net Incomeand the purchase of the Common Stock by the Shareholders giving thecash balance at the end of the period, as well as the ongoing costs ofoperating the blank check company. There are no payments for interestand income items.

NOTE 6. Going Concern

Dueto the development stage of the Company and the substantial dependenceon the success of a particular project, a "reverse merger", theCompany's chances for survival depend solely on the success of that"reverse merger".

NOTE 7. Management Plans and Intentions (Unaudited)

Asa "blank check" or "shell" company filing a Form 10-SB, the Companyanticipates to engage in a reverse merger transaction with a privatecompany, acquire assets or engage into other yet unspecified businessor businesses. The term "reverse merger" refers to a transaction wherea private company seeks public listing and becomes a publicly tradedcompany.

## Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

## Item 8A. Controls and Procedures.

### Evaluation of Disclosure Controls and Procedures

Basedon his evaluation of our disclosure controls and procedures, conductedas of a date within ninety (90) days prior to the filing date of thisreport on Form 10-KSB (the "Evaluation Date"), Messrs Atlan andKirchner, our principal executive and financial officers, haveconcluded that they are the only individuals involved in INverso"sdisclosure process. We have no formal procedures in place forprocessing and assembling information to be disclosed in our periodicreports. Our system is designed so that information is retained by usand relayed to our accountants. Our principal executive officers andprincipal financial officer believe that as of the end of the periodbeing reported, the our disclosure controls and procedures areeffective to ensure that information required to be disclosed by us inthe reports that we file or submit under the Exchange Act is recorded,processed, summarized and reported, within the required time periods.Further, we believe that, given its size and status as a blank checkcompany with no operations, an extensive disclosure controls andprocedures system is not necessary. At such time that a businesstransaction is consummated, our management will reevaluate thedisclosure controls and procedures.

### Changes in Internal Controls

No significant changes in our internal controls or in other factors that could significantly

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affect these controls following the Evaluation Date came to management"s attention. 

## Item 8B. Other Information.

None.

# PART III

## Item 9. Directors and Executive Officers of the Registrant and Compliance with Section 16(a) of the Exchange Act.

Thefollowing information with respect to the principal occupation oremployment of each director and executive officer and in regard toother affiliations and business experience during the past five years,has been furnished to us by the respective directors.

The table below sets forth the names, ages, positions and terms of office of our officers and directors. 

| Name            | Age | Position | Term             |
|-----------------|-----|----------|------------------|
| Serge Atlan     | 47  | Director | Through May 2006 |
| Thomas Kirchner | 36  | Director | Through May 2006 |

Mr.Serge Atlan has served as Chairman of our Board of Directors anddirector since INverso's inception. He is also the owner and principalof Atlantic Republic Investment Company and its subsidiary AtlanticRepublic Securities Corp., a broker/dealer based in Westport,Connecticut that has been registered with the National Association ofSecurities Dealers and the Securities and Exchange Commission since1992. Atlantic Republic Securities Corp. has not carried customer fundsfor several years nor does it currently have any intention of doing soin the foreseeable future. It has not participated in firm commitments,underwritings or private placements It has only traded equities for itsown account for several years. Since March 1998, Mr. Serge Atlan hasalso been the founder and co-founder of various private ventures suchas NetItrust Inc., Secretseal Inc., Yconcept Inc., Via Directory Inc.,and BriteSmart Corp., all of those companies are or were technologyrelated companies.  In the aggregate, Mr. Atlan spends less than10% of his time on the management of those companies.

Mr.Thomas Kirchner has served as a director of INverso since itsinception. He is simultaneously president and portfolio manager of thePennsylvania Avenue Funds, a mutual fund registered with the SEC, andalso acts as the principal of Pennsylvania Avenue Advisers LLC, anSEC-registered transfer agent, EDGAR filing agent and investmentadviser. From 1999 until 2004 he was retained by Fannie Mae as afinancial engineer. As president of the Pennsylvania Avenue Funds, heserves on the board of trustees of that issuer.

Thereare no family relationships between our directors. Mssrs. Atlan andKirchner  jointly own the website www.corporate-insiders.com, anEDGAR filing solution provider. They have agreed to waive usage fees ifwe utilize this website from time to time to submit filings to theEDGAR system, at least until we consummate a Business Transaction.Since May 2004 they have been also shareholders and directors of

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Inverso Corp.

Duringthe last five years, none of our directors, persons nominated to becomea director, executive officers, promoters or control persons has beeninvolved in:

(1) Any bankruptcypetition filed by or against any business of which such person was ageneral partner or executive officer either at the time of thebankruptcy or within two years prior to that time;

(2)Any conviction in a criminal proceeding or being subject to a pendingcriminal proceeding (excluding traffic violations and other minoroffenses);

(3) Any order,judgment, or decree, not subsequently reversed, suspended or vacated,of any court of competent jurisdiction, permanently or temporarilyenjoining, barring, suspending or otherwise limiting his involvement inany type of business, securities or banking activities; and

(4)Being found by a court of competent jurisdiction (in a civil action),the Commission or the Commodity Futures Trading Commission to haveviolated a federal or state securities or commodities law, and thejudgment has not been reversed, suspended, or vacated.

### Section 16(a) Beneficial Ownership Reporting Compliance

Section16(a) of the Exchange Act requires the Company"s officers and directorsand persons who own 10% or more of a registered class of the Company"sequity securities to file reports of ownership and changes in ownershipon Forms 3, 4 and 5 with the SEC. Officers, directors and 10% orgreater stockholders are required by SEC regulations to furnish theCompany with copies of all Forms 3, 4 and 5 they file.

Basedsolely on our review of the copies of such forms, we believe that ourtwo directors, officers and stockholders complied with all filingrequirements applicable to them with respect to transactions during thefiscal year ended June 30, 2005.

### Code of Ethics

Wehave not yet adopted a code of ethics that applies to our principalexecutive officer, principal financial officer, principal accountingofficer or controller, or persons performing similar functions. Ourdirectors have chosen not to adopt such a code of ethics at this timebecause they are also our executive officer and chairman, and we haveno other employees.

### Audit Committee Financial Expert

Wedo not have an audit committee financial expert or an audit committee,because, in the opinion of our directors, our operations and financesare simple enough during the development stage to be understood fullyby both directors.

## Item 10. Executive Compensation.

Ourexecutive officers and directors do not receive any compensation fortheir services rendered to us, have not received such compensation inthe past, and are not accruing any

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compensation pursuant to any agreement with us.

|            | Annual Compensation | Long-Term Compensation |
|-----------------|---------------------|------------------------|
|            |                |                   |   |   | **Awards** | **Payouts** |
|            | Year                | Salary                 | Bonus | Other Annual Compensation | Restricted Stock Award(s) | Securities Underlying Options/ SARs | LTIP Payouts (1) | All Other Compensation |
| Serge Atlan     | 2004                | $0                     | $0 | $0 | - | - | $0 | $0 |
| Thomas Kirchner | 2004                | $0                     | $0 | $0 | - | - | $0 | $0 |

(1) Includes securities, underlying options, and SARs.

Ourofficers and director will not receive any finder"s fee, eitherdirectly or indirectly, as a result of his efforts to implement ourbusiness plan.

We have adoptedno retirement, pension, profit sharing, stock option or insuranceprograms or other similar programs for the benefit of our employees,but the Board of Directors may recommend adoption of one or more suchprograms in the future. 

## Item 11. Security Ownership of Certain Beneficial Owners and Management.

Asof June 30, 2005, there were 22,000,000 shares of beneficial ownershipin INverso outstanding. The following table sets forth the beneficialowners of 5% of our securities as well as ownership by managers,officers and directors. Beneficial ownership is determined inaccordance with the rules of the SEC and generally includes voting orinvestment power with respect to securities. 

| Title of Class | Name and Address of Beneficial Owner                           | Amount and Nature of Beneficial Owner | Percent of Class |
|----------------|----------------------------------------------------------------|---------------------------------------|------------------|
| Common Stock   | Serge Atlan320 Plaza RealBoca Raton, FL 33432                  | 11,000,000                            | 50%              |
| Common Stock   | Thomas Kirchner 4201 Massachusetts Ave NW Washington, DC 20016 | 11,000,000                            | 50%              |
| Common Stock   | All Directors and Officers as a Group                          | 22,000,000                            | 100%             |

 

## Item 12. Certain Relationships and Related Transactions.

Inorder to allow us to maintain our liquidity, our directors, who are ourcontrolling shareholders, have paid certain expenses related to ouroperations and have not yet requested reimbursement for these expenses.

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Mr.Serge Atlan is the principal of Atlantic Republic Securities Corp,which may search for Business Transactions on behalf of INverso. 

Mr.Thomas Kirchner is the principal and owner of Pennsylvania AvenueAdvisers LLC, which acts as transfer agent for our securities. Mr.Kirchner acts as attorney-in-fact for INverso Corp. Pursuant to theagreement between us and Pennsylvania Avenue Advisers LLC, transferagent services are provided without charge until we consummate aBusiness Transaction.

## Item 13. Exhibits and Reports on Form 8-K.

The following documents are filed as part of this report:

### (a) Exhibits:

| Number | Description                               |
|--------|-------------------------------------------|
| 2.1    | Certificate of Incorporation (*)          |
| 2.1    | By-Laws (**)                              |
| 6.1    | Indemnification Serge Atlan (**)          |
| 6.2    | Indemnification Thomas Kirchner (**)      |
| 6.3    | Transfer agent agreement (**)             |
| 10     | Consent of Terry Kelley CPA               |
| 31.1   | Certification Serge Atlan                 |
| 31.2   | Certification Thomas Kirchner             |
| 32.1   | Section 906 Certification Serge Atlan     |
| 32.2   | Section 906 Certification Thomas Kirchner |

* Incorporated by reference to the Company"s Form 8-K, Current Report, filed with the SEC on November 1, 2004.

**Incorporated by reference to the Company"s Form 10-SB, Registration ofSecurities under Section 12(g) of the Exchange Act, filed with the SECon August 10, 2004.

### (b) Reports on Form 8-K 

The Registrant did not file any Reports on Form 8-K during the fourth quarter of fiscal year 2004.

OnAugust 11,2005, the Registrant filed a report on Form 8-K announcingthe change of its principal accountant to Pollard-Kelley AuditingServices, Inc.

## Item 14. Principal Accountant Fees and Services.

### Audit and Non-Audit Fees 

Aggregatefees for professional services rendered for INverso by Linda Walden CPAfor the year ended June 30, 2005 are set forth below. The aggregatefees included in the

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Auditcategory are fees billed for the fiscal years for the audit of theCompany"s annual financial statements and review of financialstatements and statutory and regulatory filings or engagements. Theaggregate fees included in each of the other categories are fees billedduring the year. 

|               | **2004**     |
|--------------------|--------------|
| Audit fees         | $1,260       |
| Audit-related fees | $0           |
| Tax fees           | $0           |
| ***Total***        | ***$1,260*** |

 

AuditFees for the year ended June 30, 2005 were for professional servicesrendered for the audits of the financial statements of INverso,consents, and other assistance required to complete the year-end auditof the financial statements.

Weincurred no Audit-Related Fees for the year ended June 30, 2005. Therewere no Tax Fees or fees that were classified as All Other Fees as ofthe fiscal year ended June 30, 2005.

Aswe do not have a formal audit committee, we do not have audit committeepre-approval policies and procedures; however, the directors approvedall of the audit-related, tax and all other fees. 

OnAugust 8,2005 the Board of Directors decided to retain Pollard-KelleyAuditing Services, Inc. as its accountant to audit the Company'sfinancial statement for the fiscal year ending June 30, 2006.

#                              SIGNATURES

In accordance withSection 12 of the Securities Exchange Act of 1934, the Registrantcaused this registration statement to be signed on its behalf by theundersigned thereunto duly authorized.

                         INverso Corp.

 

                         By: _/s/ Serge Atlan _____________________________

                         Date: February 13, 2006

                         Serge Atlan, Chairman and Director 

 

                        By:__/s/ Thomas Kirchner ________________________

                         Date: February 13, 2006

                         Thomas Kirchner, Chief Executive Officer and Director 

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