UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 Form
10-K
 
 x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For
the fiscal year ended June 30, 2009
 
 OR
 
  ̈
              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
                
                34-1996527(State
      or other jurisdiction of
                
                (I.R.S.
      Employerincorporation
      or organization)
                
                Identification
      No.)1362
      Springfield Church RoadJackson
      Center, PA
                
                16133(Address
      of principal executive offices)
                
                (Zip
      Code)
 
 Registrant’s
telephone number, including area code:     (814)
786-8849
 
 Securities
registered pursuant to Section 12(b) of the Act:
 
 Title
      of each class
                
                Name
      of each exchange on which registeredNone
                
                None
 
 Securities
registered pursuant to Section 12(g) of the Act:
 
 Common
Stock, no par value
 (Title of
class)
 
 Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.  Yes  ̈      No  x
 
 Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Act.  Yes x     No   ̈
 
 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 (§229.405 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 if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.  o
 
 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 definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 Large
      accelerated filer  ̈
                  Accelerated
      filer   ̈Non-accelerated
      filer  ̈
                  Smaller
      reporting company x
 
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act).   Yes  ̈     No
x.
 
 The aggregate market value of shares of
voting common stock held by non-affiliates of the Registrant is approximately
$zero on June 30, 2009.  There were 47,864,883 shares of the
Registrant’s common stock outstanding as of June 30, 2009.
 
 Applicable
Only to Registrants Involved in Bankruptcy Proceedings During the Preceding
Five Years:
 
 Indicate by check mark whether the
registrant has 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 Registrants
 
 Indicate the number of shares
outstanding of each of the registrant’s classes of common stock, as of the
latest practicable date.  As of October 9, 2009, there were 49,232,890
shares of common stock, no par value, issued and outstanding.
 
 Documents
Incorporated by Reference
 
 List hereunder the following documents
if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part
II, etc.) into which the document is incorporated: (1) Any annual report to
security holders; (2) Any proxy or information statement; and (3) Any prospectus
filed pursuant to rule 424(b) or (c) under the Securities Act of
1933.  The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal year
ended December 24, 1980).  None.
  
  INVERSO
CORP.
 
 TABLE OF
CONTENTS
  PART
IITEM
      1 – BUSINESS
                                                                
                                                                2ITEM
      1A – RISK FACTORS
                                                                
                                                                7ITEM
      1B – UNRESOLVED STAFF COMMENTS
                                                                
                                                                15ITEM
      2 - PROPERTIES
                                                                
                                                                15ITEM
      3 - LEGAL PROCEEDINGS
                                                                
                                                                15ITEM
      4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                                                
                                                                15PART
      IIITEM
      5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIES
                                                                
                                                                16ITEM
      6 – SELECTED FINANCIAL DATA
                                                                
                                                                17ITEM
      7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS
                                                                
                                                                17ITEM
      7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
                                                                
                                                                18ITEM
      8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                                                
                                                                19ITEM
      9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE
                                                                
                                                                20ITEM
      9A(T) – CONTROLS AND PROCEDURES
                                                                
                                                                21ITEM
      9B – OTHER INFORMATION
                                                                
                                                                22PART
      IIIITEM
      10 – DIRECTORS,  EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
                                                                
                                                                23ITEM
      11 – EXECUTIVE COMPENSATION
                                                                
                                                                25ITEM
      12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS
                                                                
                                                                27ITEM
      13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                                                                
                                                                28ITEM
      14 – PRINCIPAL ACCOUNTING FEES AND SERVICES
                                                                
                                                                29PART
      IVITEM
      15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
                                                                
                                                                30
  
  PART
I
 
 This
Annual 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 possible or assumed future results of operations of the
Company set forth under the heading “Management’s Discussion and Analysis of
Financial Condition or Plan of Operation.” 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.  The Company’s 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 – BUSINESS
 
 Corporate
History
 
 We were incorporated on May 28, 2004 in
the State of Delaware to engage in any lawful activity under the laws of
Delaware. Due to an error in the transmission of the incorporation documents,
the actual incorporation in Delaware occurred on October 6, 2004. Between these
two dates we operated as a de
facto corporation.
 
 We have filed a registration statement
on a voluntary basis, pursuant to section 12(g) of the Securities Exchange Act
of 1934 (the “Exchange Act”), in order to ensure that public information is
readily accessible to all shareholders and potential investors, and to increase
our access to financial markets.
 
 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.
  2
 
 Our
medical treatments in development are as follows:
  Central
Nervous System Disorders
 
 FeldetrexTM
 
 FeldetrexTM
is a treatment for decreasing the morbidity of Multiple Sclerosis
patients.  Multiple Sclerosis is a chronic, progressive illness that
affects the nerves in the brain, spinal cord, and other parts of the central
nervous system.  Multiple Sclerosis affects over 400,000 people in the
United States and may affect 2.5 million people worldwide. The licensor
under our License Agreements has two pending provisional patent applications
with variations featuring oral and/or possibly transdermal medication
applications.  FeldetrexTM is a proprietary combination of generic
medications that may decrease the symptomatology of fatigue, gait difficulty,
depression, and incontinence in patients with Multiple Sclerosis.  We
believe that FeldetrexTM has its favorable mechanism of action through a
manipulation of brain neurotransmitters, which we believe occurs in a nontoxic
manner due to the relatively low doses of the composite compounds.  We
intend to compare the efficacy of FeldetrexTM to the standard injectible
medications currently utilized to treat Multiple Sclerosis, such as Betaseron
(Interferon beta-1b), Avonex (Interferon beta-1a), and Copaxone (Glatiramer
acetate).  Additionally, we plan on utilizing FeldetrexTM in peer
reviewed medical studies at major medical centers to ascertain the efficacy of
FeldetrexTM in symbiotically increasing the efficacy of the standard FDA approved
Multiple Sclerosis injection drugs.
 
 FeldetrexTM Development
Plans
 
 We have received a verbal commitment
from a leading physician on staff at the University of Pittsburgh Medical
Center-Pittsburgh (UPMC-Pittsburgh) to conduct an evaluation of FeldetrexTM
sometime in 2010.  UPMC is the largest hospital complex in western
Pennsylvania.  The proposed trial period will be just 90 days,
followed by an evaluation of the adequacy of this period for a complete study
normally demanded by the medical community.  In addition, preliminary
contact has been made with the Robert Packer Hospital in Sayre, PA to conduct a
parallel study.  This hospital is listed as being in the top 100
largest hospitals in the country.
 
 In order for any medication to have
potential in Europe, parallel tests must be conducted there. To that end, we
have been in contact with the Center for New Medication Testing and Development
at the University of Warwick in England.
 
 At the conclusion of the anticipated
successful clinical trials for FeldetrexTM, we plan to publish the results in
established medical journals and subsequently contact the large pharmaceutical
firms for a possible sale of the rights to manufacture and distribute
FeldetrexTM.
 
 Infectious
Diseases
 
 The
licensor under our License Agreements has filed a provisional patent application
for the dialyzation of blood from a patient who is dying from
septicemia.  Septicemia is a rapidly fatal condition in which bacteria
have infected the bloodstream of a patient.  These patients
subsequently suffer from rapid renal failure, encephalopathy, and heart failure
unless the septicemia is quickly reversed.  Each year approximately
200,000 Americans die from septicemia.  The traditional treatment of
septicemia has been intravenous antibiotics, which have limited efficacy and are
highly toxic.
  3
 
 Our
method of treatment is to use an extracorporeal methodology of blood dialysis in
which the bacteria-infected blood is sterilized through a proprietary
methodology of dialyzation in which the blood is placed into contact with
antibiotics within the dialysis lumen for a specified period, which subsequently
kills the bacterial pathogen with a sequential removal of the antibiotic in
order to negate any toxicity to the treated patient. We anticipate that this
method could be utilized in place of the standard methodology or could be
utilized as an adjunctive treatment for intensive care unit
patients.
 
 Development
Plans
 
 We plan
to prove out the concept in a hospital laboratory within the 2010 calendar year.
After proof of concept experimentations, we intend to implement a clinical
hospital/doctor test plan for patients using the same contacts developed in the
clinical trials described above for FeldetrexTM.  We anticipate that
these trials will be initiated after successful laboratory testing no earlier
than 2010.  Actual trials with patients may continue for up to one
year.  We plan to contact the large medical firms, such as Johnson and
Johnson, Pfizer, and Eli Lilly, to attempt to sell the rights to use our
technology after the anticipated successful clinical trials, beginning as early
as mid-to-late 2011.
 
 Oncology
 
 The
licensor under our License Agreements is currently developing applications for
utilizing a proprietary methodology in which the cancer patient’s blood is
utilized to remove metastatic cancer cells. This is accomplished by dialyzing
the patient’s blood extra-corporeally, and, through our proprietary methodology,
placing the cancer cells in contact with anti-neoplastic agents within the lumen
of the dialysis apparatus.  We believe this extra-corporeal
methodology for cancer treatment has an enormous potentiality for decreasing the
side effects of chemotherapy and irradiation treatment in cancer
patients.  Our methodology may also increase the efficacy of cancer
treatment by allowing for much higher dosages of anti-neoplastic agents to be
used through this extra-corporeal methodology.  Because this method
completely avoids exposure of the patient’s corpus to these anti-cancer agents,
we believe dosages that cannot be normally tolerated can now be utilized in
fighting the cancer.
 
 Development
Plans
 
 We intend
to initiate laboratory tests to prove our cancer-fighting technology throughout
the 2010 calendar year.  We plan to undertake additional studies at a
university/hospital during 2010 and 2011.  We estimate the cost for
each of these studies to be between $300,000 and $500,000, including actual
testing with cancer patients.  At the anticipated successful
conclusion of these studies, we plan to contact the large pharmaceutical/medical
devices firms, such as Johnson & Johnson, Boston Scientific, Medtronics,
Pfizer, and E. I. Lilly, to attempt to negotiate a partnership and/or sale of
the technology.
 
 Research
and Development
 
 Innovation
by our research and development operations is very important to our
success.  Our goal is to discover, develop and bring to market
innovative products and treatments that address major unmet medical needs,
including initially, Multiple Sclerosis, Septicemia, and Cancer.  We
expect this goal to be supported by substantial research and development
investments.
  4
 
 We
conduct research internally and may also through contracts with third parties,
through collaborations with universities and biotechnology companies and in
cooperation with pharmaceutical firms.  We may also seek out promising
compounds and innovative technologies developed by third parties to incorporate
into our discovery or development processes or projects, as well as our future
product lines, through acquisition, licensing or other
arrangements.
 
 In
addition to discovering and developing new products and treatments, we expect
our research operations to add value to our existing products in development by
improving their effectiveness and by discovering new uses for them.
 
 Marketing
 
 We intend
to seek a partnership with and/or sale of our products/technologies to large
pharmaceutical and/or medical devices firms.  These firms have the
ability to effectively promote our products to healthcare providers and
patients.  Through their marketing organizations, they can explain the
approved uses, benefits and risks of our products to healthcare providers, such
as doctors, nurse practitioners, physician assistants, pharmacists, hospitals,
Pharmacy Benefit Managers (PBMs), Managed Care Organizations (MCOs), employers
and government agencies.  They also market directly to consumers in
the U.S. through direct-to-consumer advertising that communicates the
approved uses, benefits, and risks of our products while continuing to motivate
people to have meaningful conversations with their doctors.  In
addition, they sponsor general advertising to educate the public on disease
awareness, important public health issues, and patient assistance
programs.
 
 The large
pharmaceutical/medical devices firms principally sell their products to
wholesalers, but they also sell directly to retailers, hospitals, clinics,
government agencies and pharmacies and also work with MCOs, PBMs, employers and
other appropriate healthcare providers to assist them with disease management,
patient education and other tools that help their medical treatment
routines.
 
 Patents
and Intellectual Property Rights
 
 Two of
our shareholders, Marv Enterprises, LLC and Altman Enterprises, LLC, have filed
provisional applications for four patents, two in the area of cancer and sepsis
and two in the area of multiple sclerosis.  If granted, we expect
these patents to cover the medical treatments discussed above for Multiple
Sclerosis, Blood Sepsis, and Cancer.  Marv and Altman have licensed
these technologies to us pursuant to the terms of the License
Agreements.
 
 Patents
extend for varying periods according to the date of patent filing or grant and
the legal term of patents in the various countries where patent protection is
obtained.  The actual protection afforded by a patent, which can vary
from country to country, depends upon the type of patent, the scope of its
coverage and the availability of legal remedies in the country.
 
 Altman
Enterprises, LLC has also received a trademark for the Feldetrex mark, and has
also licensed this to us pursuant to the terms of the License
Agreements.
 
 We expect
our patent and related rights to be of material importance to our
business.
  5
 
 Competition
 
 Our
business is conducted in an intensely competitive and often highly regulated
market.  Our treatments face competition in the form of branded drugs,
generic drugs and the currently practiced treatments for Multiple Sclerosis,
Blood Sepsis, and Cancer.  The principal forms of competition include
efficacy, safety, ease of use, and cost effectiveness.  Where
possible, companies compete on the basis of the unique features of their
products, such as greater efficacy, better patient ease of use or fewer side
effects.  A lower overall cost of therapy is also an important
factor.  Products that demonstrate fewer therapeutic advantages must
compete for inclusion based primarily on price.  Though the means of
competition vary among product categories, demonstrating the value of our
medications and procedures will be a critical factor for our
success.
 
 Our
competitors include large worldwide research-based drug companies, smaller
research companies with more limited therapeutic focus, and generic drug
manufacturers.  We compete with other companies that manufacture and
sell products that treat similar diseases as our major medications and
procedures.
 
 Environment
  Our
business may be subject to a variety of federal, state and local environmental
protection measures.  We intend to comply in all material respects
with applicable environmental laws and regulations.
 
 Regulation
 
 We expect
our business to be subject to varying degrees of governmental regulation in the
United States and any other countries in which our operations are
conducted.  In the United States, regulation by various federal and
state agencies has long been focused primarily on product safety, efficacy,
manufacturing, advertising, labeling and safety reporting.  The
exercise of broad regulatory powers by the FDA continues to result in increases
in the amounts of testing and documentation required for FDA clearance of new
drugs and devices and a corresponding increase in the expense of product
introduction. Similar trends are also evident in major markets outside of the
United States.
 
 The
regulatory agencies under whose purview we intend to operate have administrative
powers that may subject us to such actions as product withdrawals, recalls,
seizure of products and other civil and criminal sanctions.
 
 Employees
 
 As of the date of this Annual Report,
we do not have any employees.  All services to date have been
performed by our officers and directors.
  6
  ITEM
1A – RISK FACTORS
 
 As a
smaller reporting company, we are not required to provide the information
required by this Item.  However, because this is our first Annual
Report following the acquisition of new technologies pursuant to the License
Agreements, we have elected to include Risk Factors.
 
 Any
investment in our common stock involves a high degree of risk.  You
should consider carefully the following information, together with the other
information contained in this Annual Report, before you decide to buy our common
stock.  If any of the following events actually occurs, our business,
financial condition or results of operations would likely suffer.  In
this case, the market price, if any, of our common stock could decline, and you
could lose all or part of your investment in our common stock.
 
 We face
risks in completing the research for our products and eventually bringing them
to market. The following risks are material risks that we face.  If
any of these risks occur, our business, our ability to achieve revenues, our
operating results and our financial condition could be seriously
harmed.
 
 RISKS
RELATED TO OUR BUSINESS
 
 We
have a limited operating history and our financial results are
uncertain.
 
 We have a
limited history and face many of the risks inherent to a new
business.  As a result of our limited operating history, it is
difficult to accurately forecast our potential revenue.  Our revenue
and income potential is unproven and our business model is still
emerging.  Therefore, there can be no assurance that we will provide a
return on investment in the future.  An investor in our common stock
must consider the challenges, risks and uncertainties frequently encountered in
the establishment of new technologies and products in emerging markets and
evolving industries.  These challenges include our ability
to:
 
 ·
              execute
      our business model;
 ·
              create
      brand recognition;
 ·
              manage
      growth in our operations;
 ·
              create
      a customer base in a cost-effective
manner;
 ·
              retain
      customers;
 ·
              access
      additional capital when required;
and
 ·
              attract
      and retain key personnel.
 
 There can
be no assurance that our business model will be successful or that it will
successfully address these and other challenges, risks and
uncertainties.
 
 We
will need additional funding in the future, and if we are unable to raise
capital when needed, we may be forced to delay, reduce or eliminate our product
development programs, commercial efforts, or sales efforts.
 
 Developing
products, conducting clinical trials, seeking approvals for such products from
regulatory authorities, establishing manufacturing capabilities and marketing
developed products is costly.  We may need to raise substantial
additional capital in the future in order to execute our business plan and fund
the development and commercialization of our product
candidates.
  7
 
 We may
need to finance future cash needs through public or private equity offerings,
debt financings or strategic collaboration and licensing
arrangements.  To the extent that we raise additional funds by issuing
equity securities, our stockholders may experience additional dilution, and debt
financing, if available, may involve restrictive covenants and may result in
high interest expense.  If we raise additional funds through
collaboration and licensing arrangements, it may be necessary to relinquish some
rights to our products, technologies or our development projects or to grant
licenses on terms that are not favorable to us.  We cannot be certain
that additional funding will be available on acceptable terms, or at
all.  If adequate funds are not available from the foregoing sources,
we may consider additional strategic financing options, including sales of
assets, or we may be required to delay, reduce the scope of, or eliminate one or
more of our research or development programs or curtail some of our
commercialization efforts of our operations.  We may seek to access
the public or private equity markets whenever conditions are favorable, even if
we do not have an immediate need for additional capital.
 
 We
do not own our technologies.
 
 Our
current technologies were acquired pursuant to the terms of the License
Agreements.  As consideration for the two licenses, we agreed to (i)
issue to each of Altman Enterprises, LLC and Marv Enterprises, LLC 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”), (b) pay a royalty
of five percent (5%) of any sales of products using the technology, with no
minimum royalty, and (c) reimburse the licensor for any costs already incurred
in obtaining the patents, and prepay licensor for 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.  Licensor shall have sole discretion to select other countries
into which the patents may be extended, and if we decline to pay those expenses,
then licensor may pay said expenses and will own the rights to that particular
country.  Finally, we have agreed that we will stay current with our
filings obligations under the Securities Exchange Act of 1934 and will not pay
any compensation to officers, directors, managers or consultants unless and
until such filings are current.
 
 We
may fail to deliver commercially successful new products and
treatments.
 
 The
development of commercially viable new products as well as the development of
additional uses for existing products is critical to our ability to generate
sales and/or sell the rights to manufacture and distribute our products to
another firm.  Developing new products is a costly, lengthy and
uncertain process.  A new product candidate can fail at any stage of
the process, and one or more late-stage product candidates could fail to receive
regulatory approval.
 
 New
product candidates may appear promising in development but, after significant
investment, fail to reach the market or have only limited commercial
success.  This, for example, could be as a result of efficacy or
safety concerns, inability to obtain necessary regulatory approvals, difficulty
or excessive costs to manufacture, erosion of patent term as a result of a
lengthy development period, infringement of patents or other intellectual
property rights of others or inability to differentiate the product adequately
from those with which it competes.
  8





The
commercialization of products under development may not be
profitable.





In order
for the commercialization of our product candidates to be profitable, our
products must be cost-effective and economical to manufacture on a commercial
scale.  Furthermore, if our products do not achieve market acceptance,
we may not be profitable.  Subject to regulatory approval, we expect
to incur significant development, sales, marketing and manufacturing expenses in
connection with the commercialization of our new product
candidates.  Even if we receive additional financing, we may not be
able to complete planned clinical trials and the development, manufacturing and
marketing of any or all of our product candidates.  Our future
profitability may depend on many factors, including, but not limited
to:





·
            the
      terms and timing of any collaborative, licensing and other arrangements
      that we may establish;


·
            the
      costs of filing, prosecuting, defending and enforcing any patent claims
      and other intellectual property
rights;


·
            the
      costs of establishing sales, marketing and distribution capabilities;
      and


·
            the
      effect of competing technological and market
  developments.





Even if
we receive regulatory approval for our product candidates, we may not ever earn
significant revenues from such product candidates.  With respect to
the products in our development pipeline that are being developed by or in close
conjunction with third parties, our ability to generate revenues from such
products will depend in large part on the efforts of such third
parties.  To the extent that we are not successful in commercializing
our product candidates, our product revenues will suffer, we will incur
significant additional losses and the price of our common stock will be
negatively affected.





We
may engage in strategic transactions that fail to enhance stockholder
value.





From time
to time, we may consider possible strategic transactions, including the
potential acquisitions or licensing of products or technologies or acquisition
of companies, and other alternatives with the goal of maximizing stockholder
value.  We may never complete a strategic transaction, and in the
event that we do complete a strategic transaction, implementation of such
transactions may impair stockholder value or otherwise adversely affect our
business.  Any such transaction may require us to incur non-recurring
or other charges and may pose significant integration challenges and/or
management and business disruptions, any of which could harm our results of
operation and business prospects.





Our business is heavily regulated by
governmental authorities, and failure to comply with such regulation or changes
in such regulations could negatively impact our financial results.





We must
comply with a broad range of regulatory controls on the testing, approval,
manufacturing and marketing of our products and other treatments, particularly
in the United States and countries of the European Union, that affect not only
the cost of product development but also the time required to reach the market
and the uncertainty of successfully doing so.  Health authorities have
increased their focus on safety when assessing the benefit risk/balance of drugs
in the context of not only initial product approval but also in the context of
approval of additional indications and review of information regarding marketed
products.  Stricter regulatory controls also heighten the risk of
changes in product profile or withdrawal by regulators on the basis of
post-approval concerns over product safety, which could reduce revenues and can
result in product recalls and product liability lawsuits.  There is
also greater regulatory scrutiny, especially in the United States, on
advertising and promotion and in particular on direct-to-consumer
advertising.


9





We
may not be able to gain or sustain market acceptance for our services and
products.





Failure
to establish a brand and presence in the marketplace on a timely basis could
adversely affect our financial condition and results of
operations.  Moreover, there can be no assurance that we will
successfully complete our development and introduction of new products or
product enhancements or that any such products will achieve acceptance in the
marketplace.  We may also fail to develop and deploy new products and
product enhancements on a timely basis.





The
market for products and services in the pharmaceuticals industry is highly
competitive, and we may not be able to compete successfully.





We intend
to operate in highly competitive markets.  We will likely face
competition both from proprietary products of large international manufacturers
and producers of generic pharmaceuticals.  Most of the competitors in
the industry have longer operating histories and significantly greater
financial, technical, marketing and other resources than us, and may be able to
respond more quickly than we can to new or changing opportunities and customer
requirements.  Also, many competitors have greater name recognition
and more extensive customer bases that they can leverage to gain market
share.  Such competitors are able to undertake more extensive
promotional activities, adopt more aggressive pricing policies and offer more
attractive terms to purchasers than we can.





Significant
product innovations, technical advances or the intensification of price
competition by competitors could adversely affect our operating results. We
cannot predict the timing or impact of competitive products or their potential
impact on sales of our products.





If any of
our major products were to become subject to a problem such as unplanned loss of
patent protection, unexpected side effects, regulatory proceedings, publicity
affecting doctor or patient confidence or pressure from competitive products, or
if a new, more effective treatment should be introduced, the adverse impact on
our revenues and operating results could be significant.





The
loss of key executives and failure to attract qualified management could limit
our growth and negatively impact our results of operations.





We depend
highly upon our senior management team, primarily William A. Hartman, certain
key consultants, and other members of management.  We will continue to
depend on operations management personnel with pharmaceutical and scientific
industry experience.  At this time, we do not know of the availability
of such experienced management personnel or how much it may cost to attract and
retain such personnel.  The loss of the services of any member of
senior management or the inability to hire experienced operations management
personnel could have a material adverse effect on our financial condition and
results of operations.





If
physicians and patients do not accept our current or future products, we may be
unable to generate significant additional revenue, if any.





The
products that we may develop or acquire in the future, may fail to gain market
acceptance among physicians, health care payors, patients and the medical
community.  Physicians may elect not to recommend these treatments for
a variety of reasons, including:





·
            timing
      of market introduction of competitive
drugs;


10


·
            lower
      demonstrated clinical safety and efficacy compared to other
      drugs;


·
            lack
      of cost-effectiveness;


·
            lack
      of availability of reimbursement from managed care plans and other
      third-party payors;


·
            lack
      of convenience or ease of
administration;


·
            prevalence
      and severity of adverse side
effects;


·
            other
      potential advantages of alternative treatment methods;
  and


·
            ineffective
      marketing and distribution support.





If our
products fail to achieve market acceptance, we would not be able to generate
significant revenue.





We
are exposed to the risk of liability claims, for which we may not have adequate
insurance.





Since we
participate in the pharmaceutical industry, we may be subject to liability
claims by employees, customers, end users and third parties.  We
intend to have proper insurance in place; however, there can be no assurance
that any liability insurance we have or purchase will be adequate to cover
claims asserted against us or that we will be able to maintain such insurance in
the future.  We intend to adopt or have adopted prudent risk
management programs to reduce these risks and potential liabilities; however,
there can be no assurance that such programs, if and when adopted, will fully
protect us.  Adverse rulings in any legal matters, proceedings and
other matters could have a material adverse effect on our business.





Pre-clinical
and clinical trials are conducted during the development of potential products
and other treatments to determine their safety and efficacy for use by
humans.  Notwithstanding these efforts, when our treatments are
introduced into the marketplace, unanticipated side effects may become
evident.  Manufacturing, marketing, selling and testing our products
under development or to be acquired or licensed, entails a risk of product
liability claims.  We could be subject to product liability claims in
the event that our products or products under development fail to perform as
intended.  Even unsuccessful claims could result in the expenditure of
funds in litigation and the diversion of management time and resources, and
could damage our reputation and impair the marketability of our
products.  While we plan to maintain liability insurance for product
liability claims, we may not be able to maintain such insurance at a
commercially reasonable cost.  If a successful claim were made against
us, and the amount of insurance was inadequate to cover the costs of defending
against or paying such a claim or the damages payable by us, we would experience
a material adverse effect on our business, financial condition and results of
operations.





Other
companies may claim that we have infringed upon their intellectual property or
proprietary rights.





We do not
believe that our products or processes violate third-party intellectual property
rights.  Nevertheless, we cannot guarantee that claims relating to
violation of such rights will not be asserted by third parties.  If
any of our products or processes are found to violate third-party intellectual
property rights, we may be required to re-engineer or cause to be re-engineered
one or more of those products or processes, or seek to obtain licenses from
third parties to continue offering our products or processes without substantial
re-engineering, and such efforts may not be successful.


11





In
addition, future patents may be issued to third parties upon which our
technology may infringe.  We may incur substantial costs in defending
against claims under any such patents.  Furthermore, parties making
such claims may be able to obtain injunctive or other equitable relief, which
effectively could block our ability to further develop or commercialize some or
all of our products in the United States or abroad, and could result in the
award of substantial damages against us.  In the event of a claim of
infringement, we may be required to obtain one or more licenses from third
parties.  There can be no assurance that we will be able to obtain
such licenses at a reasonable cost, if at all.  Defense of any lawsuit
or failure to obtain any such license could be costly and have a material
adverse effect on our business.





Our
success depends on our ability to protect our proprietary
technology.





Our
success depends, to a significant degree, upon the protection of our proprietary
technology, and that of any licensors.  Legal fees and other expenses
necessary to obtain and maintain appropriate patent protection could be
material.  Insufficient funding may inhibit our ability to obtain and
maintain such protection.  Additionally, if we must resort to legal
proceedings to enforce our intellectual property rights, the proceedings could
be burdensome and expensive, and could involve a high degree of risk to our
proprietary rights if we are unsuccessful in, or cannot afford to pursue, such
proceedings.





We have
filed provisional patent applications covering technologies pertaining to the
treatments of Multiple Sclerosis, Blood Sepsis, and Cancer.  Because
the patent positions of pharmaceutical and biotechnology companies are highly
uncertain and involve complex legal and factual questions, any future patents
owned and licensed by us may not prevent other companies from developing
competing products or ensure that others will not be issued patents that may
prevent the sale of our products or require licensing and the payment of
significant fees or royalties.  Furthermore, to the extent that:
(i) any of our future products or methods are not patentable;
(ii) such products or methods infringe upon the patents of third parties;
or (iii) our patents or future patents fail to give us an exclusive
position in the subject matter to which such patents relate, we will be
adversely affected.  We may be unable to avoid infringement of
third-party patents and may have to obtain a license, or defend an infringement
action and challenge the validity of such patents in court.  A license
may be unavailable on terms and conditions acceptable to us, if at
all.  Patent litigation is costly and time consuming, and we may be
unable to prevail in any such patent litigation or devote sufficient resources
to even pursue such litigation.  If we do not obtain a license under
such patents, are found liable for infringement and are not able to have such
patents declared invalid, we may be liable for significant monetary damages,
encounter significant delays in bringing products to market or may be precluded
from participating in the manufacture, use or sale of products or methods of
treatment requiring such licenses.





We may
also rely on trade secrets and contract law to protect certain of our
proprietary technology.  There can be no assurance that any such
contract will not be breached, or that if breached, will have adequate
remedies.  Furthermore, there can be no assurance that any of our
trade secrets will not become known or independently discovered by third
parties.





Additionally,
we may, from time to time, support and collaborate in research conducted by
universities and governmental research organizations.  There can be no
assurance that we will have or be able to acquire exclusive rights to the
inventions or technical information derived from such collaborations, or that
disputes will not arise with respect to rights in derivative or related research
programs conducted by us or such collaborators.


12





Our
future growth may be inhibited by the failure to implement new
technologies.





Our
future growth is partially tied to our ability to improve our knowledge and
implementation of pharmaceutical technologies.  The inability to
successfully implement commercially viable pharmaceutical technologies in
response to market conditions in a manner that is responsive to our customers’
requirements could have a material adverse effect on our business.





RISKS
RELATED TO OUR COMMON STOCK





There is no
public trading market for our common stock, which may impede your ability to
sell our shares.





Currently,
there is no trading market for our common stock, and there can be no assurance
that such a market will commence in the future.  There can be no
assurance that an investor will be able to liquidate his or her investment
without considerable delay, if at all.  If a trading market does
commence, the price may be highly volatile.  Factors discussed herein
may have a significant impact on the market price of our
shares.  Moreover, due to the relatively low price of our securities,
many brokerage firms may not effect transactions in our common stock if a market
is established.  Rules enacted by the SEC increase the likelihood that
most brokerage firms will not participate in a potential future market for our
common stock.  Those rules require, as a condition to brokers
effecting transactions in certain defined securities (unless such transaction is
subject to one or more exemptions), that the broker obtain from its customer or
client a written representation concerning the customer’s financial situation,
investment experience and investment objectives.  Compliance with
these procedures tends to discourage most brokerage firms from participating in
the market for certain low-priced securities.





We
intend to apply to list our common stock for trading on the “Over-the-Counter
Bulletin Board,” which may make it more difficult for investors to resell their
shares due to suitability requirements.





We intend
to apply to list our common stock for trading on the Over the Counter Bulletin
Board (OTCBB).  Broker-dealers often decline to trade in OTCBB stocks
given the market for such securities are often limited, the stocks are more
volatile, and the risk to investors is greater.  These factors may
reduce the potential market for our common stock by reducing the number of
potential investors.  This may make it more difficult for investors in
our common stock to sell shares to third parties or to otherwise dispose of
their shares.  This could cause our stock price to
decline.





If
we are unable to pay the costs associated with being a public, reporting
company, we may not be able to commence and/or continue trading on the Over the
Counter Bulletin Board and/or we may be forced to discontinue
operations.





We intend
to apply to list our common stock for trading on the OTCBB.  We expect
to have significant costs associated with being a public, reporting company,
which may raise substantial doubt about our ability to commence and/or continue
trading on the OTCBB and/or continue as a going concern.  Our ability
to commence and/or continue trading on the OTCBB and/or continue as a going
concern will depend on positive cash flow, if any, from future operations and on
our ability to raise additional funds through equity or debt
financing.  If we are unable to achieve the necessary product sales or
raise or obtain needed funding to cover the costs of operating as a public,
reporting company, our common stock may be deleted from the OTCBB and/or we may
be forced to discontinue operations.


13





Our
principal stockholders have the ability to exert significant control in matters
requiring stockholder approval and could delay, deter, or prevent a change in
control of our company.





William
A. Hartman, Marv Enterprises, LLC, and Altman Enterprises, LLC, collectively own
100% of our outstanding Series A Convertible Preferred Stock, or 3,702,222
shares.  The shares of our preferred stock common stock have 100 votes
per share, giving these three shareholders the vast majority of our current
voting securities.  As a result, they have the ability to influence
matters affecting our shareholders, including the election of our directors, the
acquisition or disposition of our assets, and the future issuance of our
shares.  Because they control such shares, investors may find it
difficult to replace our management if they disagree with the way our business
is being operated.  Because the influence by these shareholders could
result in management making decisions that are in the best interest of those
shareholders and not in the best interest of the investors, you may lose some or
all of the value of your investment in our common stock.  Investors
who purchase our common stock should be willing to entrust all aspects of
operational control to our current management team.





We
do not intend to pay dividends in the foreseeable future.





We do not
intend to pay any dividends in the foreseeable future.  We do not plan
on making any cash distributions in the manner of a dividend or
otherwise.  Our Board presently intends to follow a policy of
retaining earnings, if any.





We
have the right to issue additional common stock and preferred stock without
consent of stockholders.  This would have the effect of diluting
investors’ ownership and could decrease the value of their
investment.





We have
additional authorized but unissued shares of our common stock that may be issued
by us for any purpose without the consent or vote of our stockholders that would
dilute stockholders’ percentage ownership of our company.





In
addition, our certificate of incorporation authorizes the issuance of shares of
preferred stock, the rights, preferences, designations and limitations of which
may be set by the Board of Directors.  Our certificate of
incorporation has authorized issuance of up to 20,000,000 shares of preferred
stock in the discretion of our Board.  The shares of authorized but
undesignated preferred stock may be issued upon filing of an amended certificate
of incorporation and the payment of required fees; no further stockholder action
is required.  If issued, the rights, preferences, designations and
limitations of such preferred stock would be set by our Board and could operate
to the disadvantage of the outstanding common stock.  Such terms could
include, among others, preferences as to dividends and distributions on
liquidation.





Our common stock
is governed under The Securities Enforcement and Penny Stock Reform Act of
1990.





The Securities Enforcement and Penny
Stock Reform Act of 1990 requires additional disclosure relating to the market
for penny stocks in connection with trades in any stock defined as a penny
stock.  The Commission has adopted regulations that generally define a
penny stock to be any equity security that has a market price of less than $5.00
per share, subject to certain exceptions.  Such exceptions include any
equity security listed on NASDAQ and any equity security issued by an issuer
that has (i) net tangible assets of at least $2,000,000, if such issuer has
been in continuous operation for three years, (ii) net tangible assets of
at least $5,000,000, if such issuer has been in continuous operation for less
than three years, or (iii) average annual revenue of at least $6,000,000,
if such issuer has been in continuous operation for less than three
years.  Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated
therewith.


14





SPECIAL
NOTE ABOUT FORWARD-LOOKING STATEMENTS





We have
made forward-looking statements in this Annual Report, including the sections
entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Business,” that are based on our management’s
beliefs and assumptions and on information currently available to our
management.  Forward-looking statements include the information
concerning our possible or assumed future results of operations, business
strategies, financing plans, competitive position, industry environment,
potential growth opportunities, the effects of future regulation, and the
effects of competition.  Forward-looking statements include all
statements that are not historical facts and can be identified by the use of
forward-looking terminology such as the words “believe,” “expect,” “anticipate,”
“intend,” “plan,” “estimate” or similar expressions.  These statements
are only predictions and involve known and unknown risks and uncertainties,
including the risks outlined under “Risk Factors” and elsewhere in this Annual
Report.





Although
we believe that the expectations reflected in our forward-looking statements are
reasonable, we cannot guarantee future results, events, levels of activity,
performance or achievement.  We are not under any duty to update any
of the forward-looking statements after the date of this Annual Report to
conform these statements to actual results, unless required by law.





ITEM
1B – UNRESOLVED STAFF COMMENTS





This Item
is not applicable to us as we are not an accelerated filer, a large accelerated
filer, or a well-seasoned issuer; however, we have not received written comments
from the Commission staff regarding our periodic or current reports under the
Securities Exchange Act of 1934 within the last 180 days before the end of our
last fiscal year that have not been resolved.





ITEM
2 – PROPERTIES





We lease our principal executive and
administrative offices located at 1362 Springfield Church Road, Jackson Center,
PA 16133.  Our office space is approximately 1,000 square feet and the
lease is for a period of five (5) years, terminating in November 2014, at a rate
of $2,000 per month.





ITEM
3 - LEGAL PROCEEDINGS





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
4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





No
matters were submitted to a vote of the security holders during the fourth
quarter of the last fiscal year.


15


PART
II





ITEM
5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES





Market
Information





There is no public trading market for
our securities at this time and there is no assurance that a regular trading
market will develop, or if developed, will be sustained. We have not applied for
a listing on any public trading exchange.





We have never paid any dividends and do
not anticipate doing so prior to consummating a business transaction. There is
no guaranty that we will be able to pay dividends subsequent to the consummation
of a business transaction.





None of our common stock is subject to
outstanding options or warrants to purchase, or securities convertible into,
common stock.  None of our stock can be sold pursuant to Rule 144, and
we have not agreed to register any of our common stock under the Securities Act
for sale by security holders, and none is or proposed to be publicly
offered.





As we do not have any employees, we do
not intend to issue securities under equity compensation plans and will not
register any securities pursuant to such a plan prior to consummating a business
transaction.





Holders





As of
October 9, 2009, there were 49,232,890 shares of our common
stock issued and outstanding and held by 15 holders of record.





Recent
Issuance of Unregistered Securities





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.


16


The Preferred Stock is convertible at
the option of the holder into our common stock at a ratio of 100 shares of
common stock for every one share of Preferred Stock.  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 agrees 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.





ITEM
6 – SELECTED FINANCIAL DATA





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





ITEM
7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION





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.


17





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 Years Ended June 30, 2009 and 2008





We generated no revenues during the
years ended June 30, 2009 and 2008.  We do not expect to immediately
have revenues from our new business.





We had expenses of $118,231 for the
year ended June 30, 2009, compared to $36,144 for the year ended June 30, 2008,
an increase of $82,087 or 227% from the prior period.  The increase in
expenses was mainly due to increased legal expenses, which expenses were not
present during the prior period.





We had a net loss of $118,231 for the
year ended June 30, 2009, compared to a net loss of $31,244 for the year ended
June 30, 2008, an increase in net loss of $86,987 or 278% from the prior
period.  The increase was attributable to the increase in expenses, as
described above.





Liquidity
and Capital Resources





We had total assets, consisting solely
of current assets of cash and cash equivalents of $2,868 as of June 30,
2009.





We had total liabilities consisting
solely of current liabilities of $49,323 as of June 30, 2009, which included
$20,789 of accounts payable and $28,534 of notes payable.





We had net cash used in operating
activities of $81,810 for the year ended June 30, 2009, which was due to
$118,231 of net loss, partially offset by a $52,776 non-cash premium for
inactive related party, and a $16,355 decrease in accounts payable.





We had $84,678 of net cash provided by
financing activities for the year ended June 30, 2009, which was due to a
$13,250 change in short-term notes payable, $52,904 in proceeds from paid in
capital, and an $18,490 reduction in accounts payable for shares
issued.





ITEM
7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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


18









ITEM
9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





On August
10, 2009, Pollard-Kelley Auditing Services, Inc. (“Pollard”), the independent
accountant previously engaged as the principal accountant to audit our financial
statements, resigned as auditors for the company.  As Pollard
resigned, the decision to change accountants was not approved by the board of
directors of the company or by any audit or similar committee
thereof.





Pollard’s
audit opinion for the last two years contained an audit scope modification due
to our uncertainty regarding our ability to continue as a going
concern.





During the period from our two most
recent fiscal years and the subsequent interim periods thereto preceding
the termination date, there were no disagreements with Pollard on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which if not resolved to Pollard’s
satisfaction would have caused Pollard to make reference to the subject
matter of the disagreements in connection with its report on our financial
statements.





On September 3, 2009, our board of
directors approved the engagement of Hamilton, PC as our independent registered
public accounting firm.  During our 2008 and 2007 fiscal years, and
through September 3, 2009, the date on which Hamilton, PC's appointment was
approved, neither us nor anyone on our behalf consulted with Hamilton, PC
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our financial statements, nor has Hamilton, PC provided to
us a written report or oral advice that was an important factor considered by us
in reaching a decision as to any accounting, auditing, or factual reporting
issue, or any matter that was the subject of a disagreement or reportable events
set forth in Item 304(a)(iv) and (v) respectively, of Regulation S-K, with
Hamilton, PC.


20





ITEM
9A(T) – CONTROLS AND PROCEDURES





Item
9A(T) 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 June 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 June 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
9A(T)(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.


21





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 June 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.





This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only our management’s report
in this Annual Report.





(c)
            Remediation
      of Material Weaknesses




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




This filing contains our first report
on internal control over financial reporting and, therefore, there are no
changes to report during our most recently completed fiscal
quarter.





ITEM
9B – OTHER INFORMATION





There are no events required to be
disclosed under this Item.


22


PART
III





ITEM
10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





The
following table sets forth the names and ages of our current directors and
executive officers, the principal offices and positions held by each person, and
the date such person became a director or executive officer.  Our executive
officers are elected annually by the Board of Directors.  The directors
serve one year terms until their successors are elected.  The executive
officers serve terms of one year or until their death, resignation or removal by
the Board of Directors.  Unless described below, there are no family
relationships among any of the directors and officers.





Name
              
              Age
              
              Position(s)William
      A. Hartman
              
              68
              
              President,
      Chief Executive Officer, and Chairman (September 2009)Bonnie
      L. Hartman
              
              65
              
              Treasurer,
      Director (September 2009)Heidi
      H. Carl
              
              39
              
              Director
      or Marketing and Planning, Director (September 2009)Randall
      S. Goulding
              
              59
              
              Secretary
      (2004)





William A. Hartman, age 68, is our
President and Chief Executive Officer and a member of our Board of
Directors.   From October 2006 to March 2008, Mr. Hartman was the
Chief Operating Officer of Nanologix, Inc.  From July 1991 to July
2000, Mr. Hartman was a Director at TRW Automotive.  From 1984 to
1991, Mr. Hartman was Chief Engineer at TRW Automotive and from 1979 to 1984, he
was Division Quality Compliance Manager at Ford Motor Company.  At TRW
Automotive, Mr. Hartman was one of the auto industry pioneers of the concept of
grouping related components into systems and modules and shipping just-in-time
to the vehicle assembly plants.  He founded and headed a separate
business group within TRW Automotive with plants in the U.S., Mexico and Europe
with combined annual sales of $1.3 Billion.  Academic credentials
include a BSME degree from Youngstown State University and a MSIA degree
(Industrial Administration/Management) from the University of
Michigan.





Bonnie L.
Hartman, age 65, is our Treasurer and a member of our Board of
Directors.  Previously, she was the Secretary and Treasurer for
Hartman Associates, LLC from March 2005 to October 2006.  Mrs. Hartman
is an alumna of Schoolcraft Community College in Livonia, Michigan and was
secretary for 14 years at West Highland Christian Academy.





Heidi H.
Carl, age 39, is our Director of Marketing and Planning and a member of our
Board of Directors.  From June 2007 to May 2009, Heidi was the Product
Development Specialist at General Motors Corporation.  From May 2006
to May 2007, Heidi was the Associate Marketing Manager at Gerneral Motors
Corporation.  From May 2003 to May 2006, Heidi was the Marketing
Specialist at General Motors Corporation and from May 1999 to May 2003, Heidi
was the District Area Parts Manager at General Motors
Corporation.  Academic credentials include a BSBA degree from Madonna
University and a ASBA degree from Oakland Community College.


23





Randall S. Goulding, age 59, is an
attorney and passed the certified public accountant examination at age
21.  He spent six years with the Internal Revenue Service Audit and
Intelligence Divisions, before opening a private tax law practice, focusing on
income and estate taxation and planning, securities and
litigation.  His litigation experience includes practice before the
United States Supreme Court, Illinois Supreme Court, State Court, Federal
District Court, the Seventh Circuit Court of Appeals, and the United States Tax
Court.  Mr. Goulding received special commendations for his efforts
with the Internal Revenue Service, saving the Internal Revenue Service
substantial sums for his design of new internal audit and accounting procedures
and controls for the Intelligence Division’s Special Operations.  His
Internal Revenue Service functions also included television and radio
appearances.  Crain’s Chicago Business Magazine featured an article on
the “Goulding Report” reflecting consequences of investments in solar and other
renewable energy sources.  Mr. Goulding received a business
administration degree with a dual major in accounting and finance from the
University of Illinois.  He received his J.D. from DePaul Law
School.  From 1995 until 2004, Mr. Goulding served as a principal
architect of equity investments with Paradigm Group, LLC (“Paradigm”), a
Chicago-area investment and financial consulting organization.  He
negotiated and structured transactions for Paradigm, its investors and portfolio
companies.  Mr. Goulding began The Nutmeg Group in
2003.  Mr. Goulding is very involved with charitable
endeavors.  In October 2003, he was voted “Humanitarian of the
Millennium” by One Church One Family.  Other notable recipients of the
award included Joseph Cardinal Bernadine, Federal Judge Abraham Lincoln Marowitz
and most recently, US Senator, Barack Obama.  Mr. Goulding is a
personal friend of Father George Clements of the Chicago Diocese, and is a
substantial contributor to, One Church One Family.  He has also played
a key role in bringing these and other charitable endeavors to the U.S. Virgin
Islands.





William A. Hartman and Bonnie L.
Hartman are married, and Heidi H. Carl is their daughter.





Other
Directorships





None of
our officers and directors are directors of any company with a class of
securities registered pursuant to Section 12 of the Exchange Act or subject to
the requirements of Section 15(d) of such Act or any company registered as an
investment company under the Investment Company Act of 1940.





Audit
Committee





We do not
have an audit committee financial expert or an audit committee, because, in the
opinion of our director, our operations and finances are simple enough during
the development stage to be understood fully by our director.





Compliance with Section
16(a) of the Securities Exchange Act of 1934





Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
and executive officers and persons who own more than ten percent of a registered
class of the Company’s equity securities to file with the SEC initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of the Company.  Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.


24





During
the most recent fiscal year, to the Company’s knowledge, the following
delinquencies occurred:





Name
                            
                            No. of Late
                              Reports
                            
                            No. of
                              Transactions
                              Reported Late
                            
                            No. of
                              Failures to
                              FileRandall
      S. Goulding
                            
                            0
                            
                            1
                            
                            1





Board Meetings and
Committees





During
the fiscal year ended June 30, 2009, the Board of Directors met on a regular
basis and took written action on numerous other occasions.  All the
members of the Board attended the meetings.  The written actions were
by unanimous consent





Code of
Ethics





We have
not adopted a written code of ethics, primarily because we believe and
understand that our officers and directors adhere to and follow ethical
standards without the necessity of a written policy.





ITEM
11 - EXECUTIVE COMPENSATION





Our executive officers and directors do
not receive any compensation for their services rendered to us, have not
received such compensation in the past, and are not accruing any compensation
pursuant to any agreement with us.





Name
      and
                              Principal
                              Position
                            
                            Year
                            
                            Salary
                              ($)
                            
                            
                            Bonus
                              ($)
                            
                            
                            Stock
                              Awards
                              ($)
      *
                            
                            
                            Option
                              Awards
                              ($)
      *
                            
                            
                            Non-Equity
                              Incentive
      Plan
                              Compensation
                              ($)
                            
                            
                            Nonqualified
                              Deferred
                              Compensation
                              ($)
                            
                            
                            All
      Other
                              Compensation
                              ($)
                            
                            
                            Total
                              ($)Randall
      S. Goulding (CEO) (1)
                            
                            2008
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-2007
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-William
      A. Hartman (President & CEO) (2)
                            
                            2008
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-Bonnie
      L. Hartman (Treasurer) (2)
                            
                            2008
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-Heidi
      H. Carl (Director) (2)
                            
                            2008
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-
                            
                            
                            
                            -0-





*
            Based
      upon the aggregate grant date fair value calculated in accordance with the
      Financial Accounting Standards Board (“FASB”) Statement of Financial
      Accounting Standard (“FAS”) No. 123R, Share Based Payment.  The
      monies shown in the “option awards” column is the total calculated value
      for each individual.


25





(1)
            Randall
      S. Goulding resigned as a director and as our Chief Executive Officer on
      September 9, 2009.  He remains as our
  Secretary.





(2)
            William
      A. Hartman, Bonnie L. Hartman, and Heidi H. Carl became officers and
      directors on September 9, 2009.




We have adopted no retirement, pension,
profit sharing, stock option or insurance programs or other similar programs for
the benefit of our employees, but the Board of Directors may recommend adoption
of one or more such programs in the future.




Director
Compensation





The
following table sets forth director compensation as of June 30,
2009:





Name
                
                Fees Earned or
      Paid in Cash
                  ($)
                
                
                StockAwards
                  ($) *
                
                
                OptionAwards
                  ($) *
                
                
                Non-Equity
                  Incentive Plan
                  Compensation
                  ($)
                
                
                NonqualifiedDeferred Compensation
      Earnings
                  ($)
                
                
                All Other
                  Compensation
                  ($)
                
                
                Total
                  ($)Randall
      S. Goulding (1)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -William
      A. Hartman (2)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Bonnie
      L. Hartman (2)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Heidi
      H. Carl (2)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -





(1)
            Randall
      S. Goulding resigned as a director on September 9,
  2009.





(1)
            William
      A. Hartman, Bonnie L. Hartman, and Heidi H. Carl became officers and
      directors on September 9, 2009.


26


ITEM
12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS





The
following table sets forth, as of October 9, 2009, certain information with
respect to the Company’s equity securities owned of record or beneficially by
(i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company’s outstanding equity
securities; and (iii) all Directors and Executive Officers as a
group.





Name
      and Address (10)
                  
                  Common Stock
                    Ownership
                  
                  
                  Percentage
      of
                    Common
      Stock
                    Ownership
      (3)
                  
                  
                  Series
      A
                    Preferred
                    Stock
                    Ownership
                  
                  
                  Percentage
      of
                    Series
      A
                    Preferred
                    Stock
                    Ownership
      (7)William
      A. Hartman (1)(2)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,851,111
                  
                  
                  
                  50.00
                  %Bonnie
      L. Hartman (1)(4)
                  
                  
                  500,000
                  
                  
                  
                  1.02
                  %
                  
                  
                  -
                  
                  
                  
                  -Heidi
      H. Carl (1)(5)
                  
                  
                  2,000,000
                  
                  
                  
                  4.06
                  %
                  
                  
                  -
                  
                  
                  
                  -Randall
      S. Goulding (1)(6)
                  
                  
                  43,865,411
                  
                  
                  
                  89.10
                  %
                  
                  
                  -
                  
                  
                  
                  -Altman
      Enterprises, LLC (8)
                    P.O.
      Box 1332
                    Hermitage,
      PA 16148
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,234.074
                  
                  
                  
                  33.33
                  %Marv
      Enterprises, LLC (9)
                    P.O.
      Box 1332
                    Hermitage,
      PA 16148
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  617,037
                  
                  
                  
                  16.67
                  %All
      Officers and Directors as a Group (4 Persons)
    (1)(2)(4)(5)(6)
                  
                  
                  46,365,411
                  
                  
                  
                  94.18
                  %
                  
                  
                  1,851,111
                  
                  
                  
                  50.00
                  %





(1)
            Indicates
      one of our officers or directors.


(2)
            William
      A. Hartman is the spouse of Bonnie L. Hartman, and the father of Heidi H.
      Carl.  Mr. Hartman disclaims ownership of shares held by his
      spouse and daughter.


(3)
            Unless
      otherwise indicated, based on 49,232,890 shares of common stock issued and
      outstanding.  Shares of common stock subject to options or
      warrants currently exercisable, or exercisable within 60 days, are deemed
      outstanding for purposes of computing the percentage of the person holding
      such options or warrants, but are not deemed outstanding for purposes of
      computing the percentage of any other
person.


(4)
            Bonnie
      L. Hartman is the spouse of William A. Hartman, and the mother of Heidi H.
      Carl.  Ms. Hartman disclaims ownership of shares held by her
      spouse and daughter.


(5)
            Heidi
      H. Carl is the daughter of William A. Hartman and Bonnie L.
      Hartman.  Includes 1,000,000 shares held by her minor children,
      and 500,000 shares held by her
spouse.


(6)
            Randall
      S. Goulding normally exercises voting and/or dispositive power over the
      securities held by the Nutmeg Fortuna Fund, LLLP (13,005,061 shares),
      Nutmeg Group, LLC (4,260,405 shares), Nutmeg Patriot Fund, LLLP (6,635,912
      shares), and the Nutmeg Mercury Fund, LLLP (19,964,033
      shares).  Consequently, the ownership of the shares held by the
      various funds are is attributed to Randall S.
      Goulding.  However, pursuant to an action brought by the
      Securities and Exchange Commission against Mr. Goulding and the
      above-named funds, voting and dispositive power has been placed in the
      hands of a court-appointed
receiver.


27


(7)
            Based
      on 3,702,222 shares of Series A Convertible Preferred Stock issued and
      outstanding.  The Preferred Stock is convertible at the option
      of the holder into our common stock at a ratio of 100 shares of common
      stock for every one share of Preferred Stock.  The holders of
      our Preferred Stock also have 100 votes per share of Preferred Stock that
      they hold.  The Preferred Stock contains certain other
      protective provisions (see “Recent Sales of Unregistered
      Securities”).


(8)
            No
      single individual has voting or dispositive control over assets held by
      Altman Enterprises, LLC.


(9)
            No
      single individual has voting or dispositive control over assets held by
      Marv Enterprises, LLC.


(10)
            Unless
      otherwise indicated, the address of the shareholder is c/o INverso
      Corp.





The
issuer is not aware of any person who owns of record, or is known to own
beneficially, five percent or more of the outstanding securities of any class of
the issuer, other than as set forth above.  There are no classes of
stock other than common stock issued or outstanding.





Other
than as set forth above, none of these parties owns, in the aggregate and
including shares of our common stock that may be acquired upon exercise of their
warrants, more than five percent (5%) of our common stock.





There are
no current arrangements which will result in a change in control.





ITEM
13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Certain
Relationships and Related Transactions





License
Agreements





On September 28, 2009, we entered into
two separate License Agreements.  One License Agreement was entered
into with Altman Enterprises, LLC, wherein we obtained the exclusive right to
use two U.S. provisional patents 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 patents for technologies used for treatment of blood borne
carcinomas and sequential extracorporeal treatment of
blood.  Authority to execute the License Agreements on behalf of
Altman and Marv is vested in Dr. Mitchell Felder.





As
consideration for the two licenses, we agreed to (i) issue 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”), (b) pay a royalty of five percent (5%) of any sales of products using
the technology, with no minimum royalty, and (c) reimburse the licensor for any
costs already incurred in obtaining the patents, and prepay licensor for 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.  Licensor shall have sole discretion to select other
countries into which the patents may be extended, and if we decline to pay those
expenses, then licensor may pay said expenses and will own the rights to that
particular country.  Finally, we have agreed that we will stay current
with our filings obligations under the Securities Exchange Act of 1934 and will
not pay any compensation to officers, directors, managers or consultants unless
and until such filings are current.


28


Securities
Purchase Agreements





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.





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.




Historical
Transactions




In order to allow us to maintain our
liquidity, our director, who is our controlling shareholder, has paid certain
expenses related to our operations and has not yet requested reimbursement for
these expenses.




Mr. Randall S. Goulding is the managing
director of Nutmeg Fortuna Fund, LLLP, Nutmeg Group, LLC, Nutmeg Patriot Fund,
LLLP, and the Nutmeg Mercury Fund, LLLP.




Beginning in September of 2006, the
Company received $15,284 from The Nutmeg Group, LLC that is currently being
treated as a loan.  Randall S. Goulding, the Company’s sole officer
and director, is the managing member and sole owner of The Nutmeg Group,
LLC.





ITEM
14 – PRINCIPAL ACCOUNTING FEES AND SERVICES





Audit
and Restated Fees





During
the year ended June 30, 2009, Hamilton, PC and Pollard-Kelly Auditing Services,
Inc. billed us $5,000 and $8,000, respectively, in fees for professional
services for the audit of our financial statements in our Form 10-K and review
of financial statements included in our Form 10-Q’s, as
applicable.  During the year ended June 30, 2008, Pollard billed us
$8,000 in fees for professional services for the audit and review of our
financial statements.





Tax
Fees





During
the year ended June 30, 2009, Hamilton, PC and Pollard-Kelly Auditing Services,
Inc. did not bill us for professional services for tax
preparation. During the year ended June 30, 2008, Pollard did not bill
for professional services for tax preparation.





All
Other Fees





During
the year ended June 30, 2009, Hamilton, PC and Pollard-Kelly Auditing Services,
Inc. did not bill us any amounts for any other fees.  During the year
ended June 30, 2008, Pollard did not bill us any amounts for any other
fees.





Of the
fees described above for the year ended June 30, 2009, 100% were approved by the
entire Board of Directors.


29


PART
IV





ITEM
15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES





(a)(1)     Financial
Statements





The following financial statements are
filed as part of this report:





Report
      of Independent Registered Public Accounting Firm
                  
                  
                  F-1Balance
      Sheets as of June 30, 2009 and 2008
                  
                  
                  F-2Statement
      of Income for the years
                    ended
      June 30, 2009 and 2008
                  
                  
                  F-3Statement
      of Changes in Stockholders’
                    Equity/(Deficit)
      for the period May 28, 2004 to June 30, 2009
                  
                  
                  F-4Statement
      of Cash Flows for the years ended June 30, 2009 and 2008
                  
                  
                  F-5Notes
      to Financial Statements
                  
                  
                  F-6





(a)(2)     Financial
Statement Schedules





We do not have any financial statement
schedules required to be supplied under this Item.





(a)(3)     Exhibits





Refer to (b) below.





(b)           Exhibits





3.1
      (1)
                    
                    Certificate
      of Incorporation3.2
      (2)
                    
                    Certificate
      of Designation of the Rights, Privileges, and Preferences of Series A
      Convertible Preferred Stock3.3
      (3)
                    
                    Bylaws10.1
      (2)
                    
                    License
      Agreement dated September 28, 2009 with Altman Enterprises,
      LLC10.2
      (2)
                    
                    License
      Agreement dated September 28, 2009 with Marv Enterprises,
    LLC10.3 (2)
                    
                    Securities
      Purchase Agreement dated September 28, 2009 with William A.
      Hartman


30





10.4  (4)
                    
                    Securities
      Purchase Agreement dated October 2, 2009 with Bonnie L.
      Hartman31.1
                    
                    Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer31.2
                    
                    Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer32.1
                    
                    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.





31


SIGNATURES





In accordance with Section 13 or 15(d)
of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





INverso
      Corp.Dated:  October
      12, 2009
            
            /s/  William
      A. HartmanBy:
            William
      A. HartmanIts:
            Chief
      Executive Officer,
              President,
      Principal Accounting
              Officer,
      and Director





In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.





Dated:  October
      12, 2009
            
            /s/  Bonnie
      L. HartmanBy:
            Bonnie
      L. HartmanIts:
            Treasurer
      and DirectorDated:  October
      12, 2009
            
            /s/  Heidi
      H. CarlBy:
            Heidi
      H. CarlIts:
            Director




32


ITEM
8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Report
      of Independent Registered Public Accounting Firm
                        
                        F-1Balance
      Sheets as of June 30, 2009 and 2008
                        
                        F-2Statement
      of Income for the years
                          ended
      June 30, 2009 and 2008
                        
                        F-3Statement
      of Changes in Stockholders’
                          Equity/(Deficit)
      for the period May 28, 2004 to June 30, 2009
                        
                        F-4Statement
      of Cash Flows for the years ended June 30, 2009 and 2008
                        
                        F-5Notes
      to Financial Statements
                        
                        F-6




19


Hamilton
PC
 
 2223
S. Olive St.
 Denver,
CO  80224
 P:
(303) 548-8072
 F:
(888) 466-4216
 cpaeah@msn.com
   REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 The Board
of Directors and Stockholders
 INverso,
Corp.
 Northbrook,
Illinois
 
 We have
audited the accompanying balance sheet of INverso, Corp., as of June 30, 2009,
and the related
 statements
of operations, stockholders’ equity (deficit) and cash flows for the year in the
period ended June 30, 2009. These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of INverso, Corp. as of June 30, 2009,
and the results of its operations and its cash flows for the year in the period
ended June 30, 2009, in conformity with U.S. generally accepted accounting
principles.
 
 The
accompanying financial statements have been prepared assuming that INverso,
Corp. will continue as a going concern. As discussed in Note 3 to the financial
statements, INverso, Corp. suffered recurring losses from operations which
raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 Hamilton,
PC
 
 /s/
Hamilton, PC
 
 Denver,
Colorado
 October
12, 2009




F-1


INverso
      Corp. and Subsidiary(A
      Development Stage Company)Consolidated
      Balance SheetsAs
      of June 30, 2009 and 2008
  ASSETS
 6/30/2009
                                            
                                            
                                            6/30/2008Current
      assetsCash
                                            
                                            $
                                            2,868
                                            
                                            
                                            $
                                            -Total
      assets
                                            
                                            $
                                            2,868
                                            
                                            
                                            $
                                            -LIABILITIES
      AND STOCKHOLDERS' DEFICIT6/30/2009
                                            
                                            
                                            6/30/2008Current
      liabilitiesAccounts
      payable
                                            
                                            $
                                            20,789
                                            
                                            
                                            $
                                            37,144Notes
      payable
                                            
                                            
                                            28,534
                                            
                                            
                                            
                                            15,284Total
      liabilities
                                            
                                            
                                            49,323
                                            
                                            
                                            
                                            52,428Stockholders'
      deficitCommon
      stock (par 0.000001, 100,000,000
                                              shares
      authorized, and 47,864,883
                                              issued
      and outstanding)
                                            
                                            
                                            48
                                            
                                            
                                            
                                            14Additional
      paid in capital
                                            
                                            
                                            141,601
                                            
                                            
                                            
                                            13,200Accumulated
      deficit during the
                                              development
      stage
                                            
                                            
                                            (183,873
                                            )
                                            
                                            
                                            (65,642
                                            )Subscription
      receivable
                                            
                                            
                                            (4,231
                                            )
                                            
                                            
                                            -Total
      stockholders' deficit
                                            
                                            
                                            (46,455
                                            )
                                            
                                            
                                            (52,428
                                            )Total
      liabilities and stockholders' deficit
                                            
                                            $
                                            2,868
                                            
                                            
                                            $
                                            -
 
 See
accompanying notes to financial statements
  F-2
 
 INverso
      Corp. and Subsidiary(A
      Development Stage Company)Consolidated
      Statements of IncomeFor
      the Periods Ended June 30, 2009 and
2008
 
 From May 28,Three Months
                  
                  
                  Three Months
                  
                  
                  Year
                  
                  
                  Year
                  
                  
                  2004 (Inception)Ended
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  ThroughJune 30, 2009
                  
                  
                  June 30, 2008
                  
                  
                  June 30, 2009
                  
                  
                  June 30, 2008
                  
                  
                  June 30, 2009Revenue:Fees
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Expenses:Accounting
                  
                  
                  2,293
                  
                  
                  
                  1,110
                  
                  
                  
                  15,773
                  
                  
                  
                  14,299
                  
                  
                  
                  41,912Consulting
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,000Dues
      and subscriptions
                  
                  
                  356
                  
                  
                  
                  -
                  
                  
                  
                  961
                  
                  
                  
                  377
                  
                  
                  
                  1,814Premium
      paid for inactive related party
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  52,776
                  
                  
                  
                  -
                  
                  
                  
                  52,776Legal
                  
                  
                  26,821
                  
                  
                  
                  12,504
                  
                  
                  
                  48,661
                  
                  
                  
                  21,468
                  
                  
                  
                  75,225Office
      expenses
                  
                  
                  15
                  
                  
                  
                  -
                  
                  
                  
                  60
                  
                  
                  
                  -
                  
                  
                  
                  65Taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  18529,485
                  
                  
                  
                  13,614
                  
                  
                  
                  118,231
                  
                  
                  
                  36,144
                  
                  
                  
                  181,977Other
      income / (expense):Gain
      on sale of subsidiary
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,900
                  
                  
                  
                  4,900Goodwill
      impairment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (6,796
                  )Total
      other income / (expense)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,900
                  
                  
                  
                  (1,896
                  )Net
      Ioss
                  
                  $
                  (29,485
                  )
                  
                  $
                  (13,614
                  )
                  
                  $
                  (118,231
                  )
                  
                  $
                  (31,244
                  )
                  
                  $
                  (183,873
                  )Weighted
      average number of
                    common
      shares outstanding
                  
                  
                  47,864,883
                  
                  
                  
                  13,500,000
                  
                  
                  
                  44,411,492
                  
                  
                  
                  13,500,000
                  
                  
                  
                  23,482,034Basis
      loss per common share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )
 
 See
accompanying notes to financial statements
  F-3
 
 INverso
      Corp. and Subsidiary(A
      Development Stage Company)Consolidated
      Statement of Changes in Stockholders' Equity/(Deficit)For
      the Period May 28, 2004 (Inception) to June 30,
  2009
  TotalCommon
      Stock
                                                                                  
                                                                                  
                                                                                  Additional
                                                                                  
                                                                                  
                                                                                  Shares
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  Stockholders'Paid-in
                                                                                  
                                                                                  
                                                                                  Held
      in
                                                                                  
                                                                                  
                                                                                  Accumulated
                                                                                  
                                                                                  
                                                                                  Subscription
                                                                                  
                                                                                  
                                                                                  Equity/Shares
                                                                                  
                                                                                  
                                                                                  Amount
                                                                                  
                                                                                  
                                                                                  Capital
                                                                                  
                                                                                  
                                                                                  Treasury
                                                                                  
                                                                                  
                                                                                  Deficit
                                                                                  
                                                                                  
                                                                                  Receivable
                                                                                  
                                                                                  
                                                                                  (Deficit)May
      28, 2004Stock
      issuance for cash
                                                                                  
                                                                                  
                                                                                  22,000,000
                                                                                  
                                                                                  
                                                                                  $
                                                                                  22
                                                                                  
                                                                                  
                                                                                  $
                                                                                  78
                                                                                  
                                                                                  
                                                                                  $
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  
                                                                                  
                                                                                  
                                                                                  $
                                                                                  
                                                                                  
                                                                                  
                                                                                  $
                                                                                  100Net
      (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, 2004to
      June 30, 2005
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (1,370
                                                                                  )
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (1,370
                                                                                  )Balance,
      June 30, 2005
                                                                                  
                                                                                  
                                                                                  22,000,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  22
                                                                                  
                                                                                  
                                                                                  
                                                                                  78
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (2,614
                                                                                  )
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (2,514
                                                                                  )Net
      (loss)July
      1, 2005to
      June 30, 2006
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (500
                                                                                  )
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (500
                                                                                  )Balance,
      June 30, 2006
                                                                                  
                                                                                  
                                                                                  22,000,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  22
                                                                                  
                                                                                  
                                                                                  
                                                                                  78
                                                                                  
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (3,114
                                                                                  )
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  (3,014
                                                                                  )Issuance
      of common stockrelated
      to merger onSeptember
      25, 2006
                                                                                  
                                                                                  
                                                                                  11,500,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  12
                                                                                  
                                                                                  
                                                                                  
                                                                                  29,988
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  30,000Purchase
      of treasury sharesrelated
      to merger onSeptember
      25, 2006
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  16,886
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (16,886
                                                                                  )Retirement
      of treasury sharesrelated
      to merger onSeptember
      25, 2006
                                                                                  
                                                                                  
                                                                                  (20,000,000
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (20
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (16,866
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (16,886
                                                                                  )Net
      (loss)July
      1, 2006to
      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, 2007to
      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 relatedto
      share exchange agreementon
      August 5, 2008
                                                                                  
                                                                                  
                                                                                  19,148,458
                                                                                  
                                                                                  
                                                                                  
                                                                                  19
                                                                                  
                                                                                  
                                                                                  
                                                                                  71,546
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  71,565Issuance
      of common stock forcash
      and subscription inAugust
      and September of 2008
                                                                                  
                                                                                  
                                                                                  15,216,425
                                                                                  
                                                                                  
                                                                                  
                                                                                  15
                                                                                  
                                                                                  
                                                                                  
                                                                                  56,855
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (4,231
                                                                                  )
                                                                                  
                                                                                  
                                                                                  52,639Net
      (loss)July
      1, 2008to
      June 30, 2009
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (118,231
                                                                                  )
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  (118,231
                                                                                  )Balance,
      June 30, 2009
                                                                                  
                                                                                  
                                                                                  47,864,883
                                                                                  
                                                                                  
                                                                                  $
                                                                                  48
                                                                                  
                                                                                  
                                                                                  $
                                                                                  141,601
                                                                                  
                                                                                  
                                                                                  $
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  (183,873
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (4,231
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (46,455
                                                                                  )
  See
accompanying notes to financial statements
  F-4
  
 INverso
      Corp. and Subsidiary(A
      Development Stage Company)Consolidated
      Statements of Cash FlowsFor
      the Periods Ended June 30, 2009 and
2008
 
 From May 28,Three Months
                  
                  
                  Three Months
                  
                  
                  Year
                  
                  
                  Year
                  
                  
                  2004 (Inception)Ended
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  ThroughJune 30, 2009
                  
                  
                  June 30, 2008
                  
                  
                  June 30, 2009
                  
                  
                  June 30, 2008
                  
                  
                  June 30, 2009OPERATING
      ACTIVITIESNet
      loss
                  
                  $
                  (29,485
                  )
                  
                  $
                  (13,614
                  )
                  
                  $
                  (118,231
                  )
                  
                  $
                  (31,244
                  )
                  
                  $
                  (183,873
                  )Adjustment
      to reconcile net loss to net cash used in operations:Non-cash
      premium for inactive related party
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  52,776
                  
                  
                  
                  -
                  
                  
                  
                  52,776Goodwill
      impairment
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  6,796Change
      in accounts payable
                  
                  
                  18,936
                  
                  
                  
                  13,614
                  
                  
                  
                  (16,355
                  )
                  
                  
                  26,388
                  
                  
                  
                  20,789Net
      cash used in operating activities
                  
                  
                  (10,549
                  )
                  
                  
                  -
                  
                  
                  
                  (81,810
                  )
                  
                  
                  (4,856
                  )
                  
                  
                  (103,512
                  )INVESTING
      ACTIVITIESPurchase
      of goodwill related related to merger on 9/25/06
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (6,796
                  )FINANCING
      ACTIVITIESChange
      in short-term notes payable
                  
                  
                  10,534
                  
                  
                  
                  -
                  
                  
                  
                  13,250
                  
                  
                  
                  (16
                  )
                  
                  
                  28,534Issuance
      of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  34
                  
                  
                  
                  -
                  
                  
                  
                  48Proceeds
      from paid in capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  52,904
                  
                  
                  
                  -
                  
                  
                  
                  82,990Accounts
      payable reduction for shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  18,490
                  
                  
                  
                  -
                  
                  
                  
                  18,490Purchase
      of treasury shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (16,886
                  )Net
      cash provided by financing activities
                  
                  
                  10,534
                  
                  
                  
                  -
                  
                  
                  
                  84,678
                  
                  
                  
                  (16
                  )
                  
                  
                  113,176Net
      cash increase / (decrease) for the period
                  
                  
                  (15
                  )
                  
                  
                  -
                  
                  
                  
                  2,868
                  
                  
                  
                  (4,872
                  )
                  
                  
                  2,868Cash
      at the beginning of period
                  
                  
                  2,883
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,872
                  
                  
                  
                  -Cash
      at the end of period
                  
                  $
                  2,868
                  
                  
                  $
                  -
                  
                  
                  $
                  2,868
                  
                  
                  $
                  -
                  
                  
                  $
                  2,868
 
 See
accompanying notes to financial statements
  F-5
 INverso
Corp. and Subsidiary
 Notes
to Financial Statements
 
 1.
                  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.
 
 As of
June 30, 2009, the Company has no inventory, property or
equipment.  Additionally, the Company has no revenue or cost of
sales.  The expenses incurred as of the date of the audit are the
start-up costs of the Company.  Therefore, the Company is considered
to be in the development stage.
 
 2.
                  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 June 30,
2009, 13,500,000 for the three months ended June 30, 2008, 44,411,492 for the
year ended June 30, 2009, 13,500,000 for the year ended June 30, 2008 and
23,482,034 for the period from May 28, 2004 (inception) through June 30,
2009.  There are no outstanding derivatives as of June 30, 2009 and
therefore no adjustment for fully diluted weighted average number of common
shares outstanding.
 
 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.
  F-6
 
 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.
 
 3.
                  Going
      Concern
 
 Due to
the development stage of the Company and since there have been no revenues as of
June 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.
 
 4.
                  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 on March 15 and May 11,
2009.  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.  Both of the balances were $14,267 as of
the date of the audit.  It is expected that stock will be issued to
settle these loans, but the terms of the investment have not been
finalized.  No interest has been paid or accrued.
 
 5.
                  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.
  F-7
 
 6.
                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.  15,216,425 shares were issued for
$56,870.  $37,355 of cash was collected, $15,284 of debt was relieved
and $4,231 is still due from an investor as of the date of the
audit.
 
 7.
                Subsequent
      Events
 
 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.
 
 On
September 28, 2009, the Company created a new series of Preferred Stock called
Series A Convertible Preferred Stock (“PS”).  PS is convertible at the
option of the holder into the Company’s common stock at a ratio of 100 shares of
common stock for every one share of PS.  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
the conversion of the PS.
  F-8
  7.
                Subsequent Events
      (cont.)
 
 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.
 
 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 PS.
  F-9