UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

First
Amended Form 10-K/A

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

For
the fiscal year ended June 30, 2008

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
				(State
				or other jurisdiction of incorporation or organization)               | 34-1996527
				(I.R.S.
				Employer Identification No.)
|--------------------------------------------------------------------------------------------- | -------------------------------------------------------
|155 Revere Drive, Suite 10,
				Illinois, IL
				(Address
				of principal executive offices) | 60062
				(Zip
				Code)                               

Registrant’s
telephone number, including area code:(847) 291-7711

Securities
registered pursuant to Section 12(b) of the Act:

|Title
				of each class |  | Name of each
				exchange on which registered
|----------------------- |  | ---------------------------------------------
|None                    |  | None                                         

Securities
registered pursuant to Section 12(g) of the Act:

Common Stock, par
value $0.000001

(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 XNo ______

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 XNo
_____

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. [ ]

Page 1

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 XNo _____

The aggregate market value of shares of
voting common stock held by non-affiliates of the Registrant is
approximately $0 on June 30, 2008. There were 13,500,000 shares of
the Registrant’s common stock outstanding as of June 30, 2008.

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 May
7, 2009, there were 47,864,883 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.

Page 2

INverso
Corp.

TABLE
OF CONTENTS

PART
				IITEM
				1 – BUSINESS
			4ITEM
				1A – RISK FACTORS
			5ITEM
				1B – UNRESOLVED STAFF COMMENTS
			5ITEM
				2 – PROPERTIES
			5ITEM
				3   LEGAL PROCEEDINGS
			5ITEM
				4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
			5PART IIITEM
				5   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
				STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
			6ITEM
				6 – SELECTED FINANCIAL DATA
			7ITEM
				7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
				CONDITION AND RESULTS OF OPERATION
			7ITEM 7A –
				QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
			9ITEM
				8   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
			9ITEM
				9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
				ACCOUNTING AND FINANCIAL DISCLOSURE
			20ITEM
				9A(T) – CONTROLS AND PROCEDURES
			20ITEM
				9B – OTHER INFORMATION
			22PART IIIITEM
				10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
			23ITEM
				11   EXECUTIVE COMPENSATION
			24ITEM
				12   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
				MANAGEMENT AND RELATED STOCKHOLDER MATTERS
			25ITEM
				13   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
				DIRECTOR INDEPENDENCE
			26ITEM
				14 – PRINCIPAL ACCOUNTING FEES AND SERVICES
			26PART IVITEM
				15   EXHIBITS, FINANCIAL STATEMENT SCHEDULES
			27


Page 3


PART
I

Explanatory
Note

INverso
Corp.has restated its Annual Report on Form
10-K. This Annual Report is for the year ended June 30, 2008, and was
originally filed with the Commission on Form 10-KSB on September 30,
2008. The purpose of this amended Annual Report is to make
corrections to the Annual Report based on comments received by the
Commission. There are changes made throughout this document, but
primarily to the Items entitled Market for Common Equity and Related
Stockholder Matters, Controls and Procedures, Changes in Controls and
Procedures, Section 16(a) Beneficial Ownership Reporting Compliance,
Security Ownership of Certain Beneficial Owners and Management,
Certain Relationships and Related Transactions, and Exhibits. In
addition, there are changes related tofiling this Annual
Report on Form 10-K/A rather than on Form 10-KSB/A.

This
First Amended Annual Report on Form 10-K/A for the fiscal year ended
June 30, 2008 amends and restates only those items of the previously
filed Annual Report on Form 10-KSB which have been affected by the
restatement.  In order to preserve the nature and character of
the disclosures set forth in such items as originally filed, no
attempt has been made in this amendment (i) to modify or update such
disclosures except as required to reflect the effects of the
revisions and restatements or (ii) to make revisions to the Notes to
the Consolidated Financial Statements except for those which are
required by or result from the effects of the revisions and
restatements. No other information contained in our previously filed
Form 10-KSB for the fiscal year ended June 30, 2008 has been updated
or amended.

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.



INverso
was 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 are a
development stage company, whose activities to date have been
limited. We have not conducted any research, development or other
business, and have not been involved in any bankruptcy, receivership
or similar proceeding, or any material reclassification. We have
offered no products or services, and have never owned any patents,
trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts. For these reasons we have incurred net operating
losses which will increase continuously until we can consummate a
business transaction that is profitable.

Page
4

We are a “blank check”
company, also often referred to as a “shell” company. To
date we have had no operations and are in the process of seeking
investment funds to further our business model. We are a development
stage company and will remain so until proper funding is encountered.

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.



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



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.



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

We
currently maintain a mailing address at c/o Randall S. Goulding, 155
Revere Drive, Suite 10, Northbrook, IL 60062. We pay no rent for the
use of this mailing address. We do not believe that we will need to
maintain an office at any time in the foreseeable future in order to
carry out our plan of operations described herein and in our
registration statement.



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.



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

Page
5





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.

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 June 30, 2008, there were 13,500,000 shares of our common stock
issued and outstanding and held by eight holders of record.

Recent
Issuance of Unregistered Securities

In January of
2007, $100,000 of cash was received from the Melanie S. Altholtz
Irrevocable Trust (Altholtz). On the next day, $95,000 was sent to
Nanologix, Inc. for an investment. It was a $100,000 investment, but
$5,000 was withheld and due to a finder for a commission. All of this
occurred through Hydrogenesis, Inc., the subsidiary. Immediately
after the transaction, it was determined that the true nature of the
transaction was not correctly formulated. All of the parties then
agreed to rescind the transaction. It was therefore not mentioned as
a subsequent event in the December 31, 2006 financial statements
because management considered this to be irrelevant. When the March
31, 2007 financials were prepared, cash had still not been exchanged
between the parties to affect the rescission, but there was no
indication that the rescission would not occur. On or about June of
2007, the Company came to realize that rescission of this
transaction, even though agreed to by all parties previously, was not
going to occur, due to a prior shift in power of the management of
Nanologix, Inc.

To resolve the
problems associated with this issue, the following events took place.
All of the transactions described occurred through the Company’s
subsidiary, Hydrogenesis, Inc. The subsidiary really has no other
operations. Therefore, the subsidiary owns $100,000 worth of
Nanologix stock and owes Altholtz $100,000. The Company came to an
agreement with Altholtz to sell Hydrogenesis, for $5,000. On the date
of the transaction, October 12, 2007, Hydrogenesis owned the $100,000
asset and was obligated to pay Altholtz the $100,000 note payable.
The $5,000 obligation due to the finder was assumed by Hydrogenesis
upon closing of the transaction.

Page
6



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



We have no
operations or revenues. On September 25, 2006, we closed on the
acquisition of Hydrogenesis, Inc. Hydrogenesis, Inc. was organized to
facilitate financing for bioreactor/hydrogen plants as well as
funding for the development of other promising alternative energy
sources.

On October 12,
2007, INverso divested Hydrogenesis, Inc. Management of INverso is
currently in discussions as to the future direction of the company.
Management has considered filing to become a Business Development
Company (BDC). It is being contemplated that a Form N-54 may be filed
in order for the Company to become a BDC. Subsequent to the filing of
the N-54, new management would be appointed, a new Board of Directors
will be elected and operations will begin. As of the date of this
filing, nothing has been done in order to become a BDC.

As a result of
the foregoing transaction, the Company will face the following risks
and uncertainties:

New
Management will likely be appointed. Once a business plan is
settled on, we will likely put a new management team in place. There
can be no assurance that new management will be able to successfully
implement the proposed operations of INverso.

We Have
Had Limited Operations to Date.Our primary focus has been
preliminary steps toward putting together a management team and
analyzing business plans so that we can commence commercial
operations. We have not commenced commercial operations and have no
revenues to date.

We Cannot
Assure Our Success In Our Planned Business Operations Or Of
Profitability. We will require funding to commence
operations. There can be no assurance that we will receive adequate
funding or if available, on terms acceptable or commercially
reasonable, to the Company. Even in the event we receive all, or
substantially all, of the funding we may require, such funding will
not necessarily assure our success or profitability in view of, among
other factors, our limited operating history in this business, the
uncertainties associated with funding and operating a new business
venture.

We Need
to Obtain Financing in Order to Continue our Operations.On a
prospective basis, we will require both short-term financing for
operations and long-term capital to fund our expected growth. We have
no existing bank lines of credit and have not established any
definitive sources for additional financing. We will require
additional financing if we want to fully implement any business plan
and take advantage of evolving market conditions. Additional
financing may not be available to us, or if available, it may not be
available upon terms and conditions acceptable to us. If adequate
funds are not available, then we may be required to delay, reduce or
eliminate product development or marketing programs. Our inability to
take advantage of opportunities in the industry because of capital
constraints may have a materially adverse effect on our business and
our prospects.

Page
7

We
Will Be Materially Dependent On Our Management and Consultant.
The success of our business is and will be materially dependent upon
the continued services of our current management. The loss of any
member of our management team will adversely impact the operations of
the Company. We do not presently have any key man life insurance on
any of such persons.

Development
Risks Generally.We are a developmental stage company.
Securing financing and moving forward with a proposed business plan
involves greater risks and uncertainties than those associated with
an established business. As such, there can be no assurance that we
will successfully implement our business plan, commence commercial
operations or, operate profitably.

Industry
Risks: Operating History; Uncertainty of Broad Based Market
Acceptance. The success of our business may be affected by
matters beyond our control,including but not limited to
changes in technology, competition, changing market and/or economic
conditions, all of which can impact upon market acceptance. No
assurance can be given that any perceived need for the Company's
services is correct or if correct, will result in revenues to offset
our operating expenses.

Risks
Associated with Growth.Our development plans will require
the implementation of operational and financial systems and will
require additional management, operational, and financial resources.
For example, we will be required to recruit certain additional
management, key employees, and other personnel for our operations, in
addition to its recently retained management team. There can be no
assurance that we will be able to manage our operations effectively.
The failure to implement such systems and add such resources on a
cost-effective basis could have a materially adverse effect on our
results of operations and financial condition.

Competition.
We will face competition from companies with substantially greater
resources that ours. We hope that we will be able to develop a niche
market and identify opportunities that large, multi-national
companies may omit or deem too small to pursue. If we are wrong with
this assumption, it will be extremely difficult to compete with
better-capitalized companies and we will have to rely more heavily on
Management’s personal skills and abilities.

No
Dividends on Common Stock. We have never paid dividends on
our Common Stock. We intend for the foreseeable future to retain
earnings, if any, for the future operation and expansion of our
business and do not anticipate paying dividends on our shares of
Common Stock for the foreseeable future.

The
Shares of our Common Stock Lack any Trading Market. There are also
Restrictions on Transferability.Shares of our Common Stock
are not eligible for trading on any national or regional exchange,
nor are they quoted on any over-the-counter market. As a result, an
investment in our securities is highly illiquid. Unless the
securities are registered with the Securities and Exchange Commission
and any required state authorities, or an appropriate exemption from
registration is available, you may be unable to liquidate or sell
your Common Stock even though your personal financial situation may
dictate such a liquidation or sale.

We are
classified as a 'blank check' company under rules of the SEC and
certain states. Under these regulations the public sale of securities
of blank check companies is limited. We will not make any efforts to
cause a market to develop in our securities until such time as we
have successfully implemented a business plan and INverso is no
longer classified as a blank check company. We anticipate that
additional securities may be registered and issued subsequent to a
successful business transaction. The issuance of substantial
additional securities and their

Page
8

potential
sale into any trading market which may develop in our securities may
have a depressive effect on the future value of our securities, if
such a market develops, of which there is no assurance.

We currently
have no employees. Our management expects to confer with consultants,
attorneys and accountants as necessary. We do not anticipate a need
to engage any full-time employees so long as we are seeking and
evaluating business opportunities. We will determine the need for
employees based upon the specific opportunity. The amount of time
spent by Mr. Goulding on the activities of INverso is not
predictable. Such time may vary widely from an extensive amount when
reviewing a target company/opportunity to an essentially quiet time
when activities of management focus elsewhere.

Since
inception, we have had no revenues or sales and primarily financed
our operations through funding from funds managed by Mr. Goulding. We
believe that our current cash needs can be met by loans from, or sale
of equity to, our director, officer and shareholders for at least the
next twelve months. However, if we encounter a business opportunity,
it may be necessary to raise additional capital. This may be
accomplished by selling our common stock to others. Our management
intends to actively seek business opportunities during the next
twelve months.

Management
has considered filing to become a Business Development Company (BDC).
Nothing has been determined or further explored in relation to
becoming a BDC as of the date of this report.



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



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



Board
of DirectorsINverso Corp.( A Development Stage Company)



We
have audited the accompanying balance sheets of INverso Corp.(a
Development Stage Company) as of June 30, 2008 and 2007, and the
related statements of income, changes in shareholders’ equity,
and cash flows for the years ended June 30, 2008 and 2007, and the
period May 28, 2004 (date of inception) through June 30, 2008. 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
conduct our audits in accordance with the 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 audits
provide a reasonable basis for our opinion.

The
Company has not generated significant revenues or profits to date.
This factor, among others, raises substantial doubt about its ability
to continue as a going concern. The Company’s continuation as a
going concern depends upon its ability to generate sufficient cash
flow to conduct its operations and its ability to obtain additional
sources of capital and financing. The accompanying financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

In
our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the
Company at June 30, 2008 and 2007, and the results of its operations,
changes in shareholders’ equity, and its cash flows for the
year ended June 30, 2008 and 2007, and the period May 28, 2004 (date
of inception) through June 30, 2008,. in conformity with U.S.
generally accepted accounting standards.

Pollard-Kelley
Auditing Services, Inc.

/S/
Pollard-Kelley Auditing Services, Inc.

Independence,
Ohio

September
30, 2008

Page
F-1

INverso
Corp.(A Development Stage Company)Balance SheetAs of June
30, 2008 and June 30, 2007

|ASSETS                                  
|----------------------------------------
|                                        
|Current assets                          
|                                        
|                                        
|                                        
|LIABILITIES
			AND STOCKHOLDERS' DEFICIT
|                                        
|Current
			liabilities                  
|                                        
|                                        
|                                        
|                                        
|                                        
|Stockholders'
			deficit                
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        

See accompanying
notes to financial statements



Page F-2

INverso
Corp.(A Development Stage Company)Statement of
IncomeFor the Periods Ended June 30, 2008 and 2007

|                            |                                | Three
			Months |            | Three Months  |        | Year          |   | Year          |            | From May 28, 2004 (Inception)
|--------------------------- | ------------------------------ | --------------- | ---------- | ------------- | ------ | ------------- | - | ------------- | ---------- | -----------------------------
|                            |                                | Ended           |            | Ended         |        | Ended         |   | Ended         |            | Through                      
|                            |                                | June 30, 2008   |            | June 30, 2007 |        | June 30, 2008 |   | June 30, 2007 |            | June 30, 2008                
|                            |                                |                 |            |               |        |               |   |               |            |                              
|Revenue:                    |                                |                 |            |               |        |               |   |               |            |                              
|                            | Fees                           | $               | -          |               | $      | -             |   | $             | -          |                              
|                            |                                |                 |            |               |        |               |   |               |            |                              
|Expenses:                   |                                |                 |            |               |        |               |   |               |            |                              
|                            | Accounting                     |                 | 1,110      |               |        | 1,860         |   |               | 14,299     |                              
|                            | Consulting                     |                 | -          |               |        | -             |   |               | -          |                              
|                            | Dues and subscriptions         |                 | -          |               |        | 125           |   |               | 377        |                              
|                            | Legal                          |                 | 12,504     |               |        | 5,096         |   |               | 21,468     |                              
|                            | Postage                        |                 | -          |               |        | -             |   |               | -          |                              
|                            | Printing & reproduction        |                 | -          |               |        | -             |   |               | -          |                              
|                            | Taxes                          |                 | -          |               |        | -             |   |               | -          |                              
|                            |                                |                 |            |               |        |               |   |               |            |                              
|                            |                                |                 | 13,614     |               |        | 7,081         |   |               | 36,144     |                              
|Other income / (expense):   |                                |                 |            |               |        |               |   |               |            |                              
|                            | Gain on sale of subsidiary     |                 | -          |               |        | -             |   |               | 4,900      |                              
|                            | Goodwill impairment            |                 | -          |               |        | -             |   |               | -          |                              
|                            |                                |                 |            |               |        |               |   |               |            |                              
|                            | Total other income / (expense) |                 | -          |               |        | -             |   |               | 4,900      |                              
|                            |                                |                 |            |               |        |               |   |               |            |                              
|                            | Net Ioss                       | $               | (13,614)   |               | $      | (7,081)       |   | $             | (31,244)   |                              
|                            |                                |                 |            |               |        |               |   |               |            |                              
|Weighted average number of  |                                |                 |            |               |        |               |   |               |            |                              
|                            | common shares outstanding      |                 | 13,500,000 |               |        | 13,500,000    |   |               | 13,500,000 |                              
|                            |                                |                 |            |               |        |               |   |               |            |                              
|Basis loss per common share | $                              | (0.00)          |            | $             | (0.00) |               | $ | (0.00)        |            | $                            

See accompanying
notes to financial statements



Page F-3



INverso
Corp.Statement of Changes in Stockholders' Equity/(Deficit)For
the Period May 28, 2004 (Inception) to June 30, 2008 (Unaudited)

|                                        |  | Common Stock |   | Additional |      | Shares          |   |                  |  | Total Stockholders'
|--------------------------------------- |  | ------------ | - | ---------- | ---- | --------------- | - | ---------------- |  | -------------------
|                                        |  | Shares       |   | Amount     |      | Paid-in Capital |   | Held in Treasury |  | Accumulated Deficit
|                                        |  |              |   |            |      |                 |   |                  |  |                    
|Stock issuance for cash                 |  | 22,000,000   |   | $          | 22   |                 | $ | 78               |  | $                  
|May 28, 2004 (inception)                |  |              |   |            |      |                 |   |                  |  |                    
|to June 30, 2004                        |  |              |   |            |      |                 |   |                  |  |                    
|                                        |  | 22,000,000   |   |            | 22   |                 |   | 78               |  |                    
|July 1, 2004 to June 30, 2005           |  |              |   |            |      |                 |   |                  |  |                    
|                                        |  | 22,000,000   |   |            | 22   |                 |   | 78               |  |                    
|July 1, 2005 to June 30, 2006           |  |              |   |            |      |                 |   |                  |  |                    
|                                        |  |              |   |            |      |                 |   |                  |  |                    
|                                        |  | 22,000,000   |   |            | 22   |                 |   | 78               |  |                    
|related to merger on September 25, 2006 |  | 11,500,000   |   |            | 12   |                 |   | 29,988           |  |                    
|related to merger on September 25, 2006 |  |              |   |            |      |                 |   |                  |  |                    
|related to merger on September 25, 2006 |  | (20,000,000) |   |            | (20) |                 |   | (16,866)         |  |                    
|July 1, 2006 to June 30, 2007           |  |              |   |            |      |                 |   |                  |  |                    
|                                        |  | 13,500,000   | - |            | 14   | -               |   | 13,200           |  |                    
|July 1, 2007 to June 30, 2008           |  |              |   |            |      |                 |   |                  |  |                    
|                                        |  | 13,500,000   | - | $          | 14   | -               | $ | 13,200           |  | $                  

See accompanying
notes to financial statements



Page F-4

INverso
Corp.(A Development Stage Company)Statement of Cash
FlowsFor the Periods Ended June 30, 2008 and June 30, 2007

|                                                                     | Three Months        |          | Three Months        |   | Year                |  | Year                |          | From May 28, 2004 (Inception)
|-------------------------------------------------------------------- | ------------------- | -------- | ------------------- | - | ------------------- |  | ------------------- | -------- | -----------------------------
|                                                                     | Ended June 30, 2008 |          | Ended June 30, 2007 |   | Ended June 30, 2008 |  | Ended June 30, 2007 |          | Through June 30, 2008        
|OPERATING ACTIVITIES                                                 |                     |          |                     |   |                     |  |                     |          |                              
|Net loss                                                             | $                   | (13,614) |                     | $ | (7,081)             |  | $                   | (31,244) |                              
|Adjustment to reconcile net loss to net cash used
				in operations: |                     |          |                     |   |                     |  |                     |          |                              
|Goodwill impairment                                                  |                     | -        |                     |   | -                   |  |                     | -        |                              
|Increase in accounts payable                                         |                     | 13,614   |                     |   | 6,956               |  |                     | 26,388   |                              
|Net cash used in operating activities                                |                     | -        |                     |   | (125)               |  |                     | (4,856)  |                              
|                                                                     |                     |          |                     |   |                     |  |                     |          |                              
|INVESTING ACTIVITIES                                                 |                     |          |                     |   |                     |  |                     |          |                              
|Purchase of goodwill related related to merger on
				9/25/06        |                     | -        |                     |   | -                   |  |                     | -        |                              
|                                                                     |                     |          |                     |   |                     |  |                     |          |                              
|FINANCING ACTIVITIES                                                 |                     |          |                     |   |                     |  |                     |          |                              
|Increase / (decrease) in shareholder loan                            |                     | -        |                     |   | -                   |  |                     | -        |                              
|Increase in notes payable                                            |                     | -        |                     |   | -                   |  |                     | (16)     |                              
|Issuance of common stock                                             |                     | -        |                     |   | -                   |  |                     | -        |                              
|Proceeds from paid in capital                                        |                     | -        |                     |   | -                   |  |                     | -        |                              
|Purchase of treasury shares                                          |                     | -        |                     |   | -                   |  |                     | -        |                              
|Net cash provided by financing activities                            |                     | -        |                     |   | -                   |  |                     | (16)     |                              
|                                                                     |                     |          |                     |   |                     |  |                     |          |                              
|Net cash increase for the period                                     |                     | -        |                     |   | (125)               |  |                     | (4,872)  |                              
|                                                                     |                     |          |                     |   |                     |  |                     |          |                              
|Cash at the beginning of period                                      |                     | -        |                     |   | 4,997               |  |                     | 4,872    |                              
|                                                                     |                     |          |                     |   |                     |  |                     |          |                              
|Cash at the end of period                                            | $                   | -        |                     | $ | 4,872               |  | $                   | -        |                              

See accompanying
notes to financial statements

Page F-5

Notes
to Financial Statements



Description
of Business

INverso Corp.
(hereafter referred to as the Company), is incorporated in the state
of Delaware. The current plan for the Company is to elect to become a
Business Development Company.

As of June 30,
2008, 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.



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 13,500,000 for the three months ended
June 30, 2008, 13,500,000 for the three months ended June 30, 2007,
13,500,000 for the year ended June 30, 2008, 15,526,027 for the year
ended June 30, 2007 and 18,253,251 for the period from May 28, 2004
(inception) through June 30, 2008. There are no outstanding
derivatives as of June 30, 2008 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.

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

Page
F-6

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.

Intangibles

Intangible
assets are stated at cost and checked for impairment at the close of
each fiscal year. However, if impairment is discovered at any time
during the year, it is recognized immediately.

Going
Concern

Due to the
development stage of the Company and since there have been no
revenues as of June 30, 2008, there is substantial doubt as to the
Company’s ability to continue as a going concern. In order to
meet its upcoming and continuing obligations, additional financing or
new revenues will be needed. The financial statements do not include
any adjustments that might be necessary should the Company be unable
to continue as a going concern.

Notes
Payable

The Company has
received money from an investor that has been classified as a loan.
The terms of the investment have not been finalized as of the date of
the audit. Common stock will be issued to settle this loan in the
next fiscal quarter. No interest will be paid or accrued. The loan
came from The Nutmeg Group, LLC (TNG) and its affiliates. Randall S.
Goulding, the president of INverso, is the managing member of TNG and
owns 100% of the LLC.

Related
Party Transactions

Beginning in
September of 2006, the Company received $15,284 from TNG that is
currently being treated as a loan. Randall S. Goulding, the president
of INverso, is the managing member of The Nutmeg Group and owns 100%
of the LLC.

Significant
Transactions

In January of
2007, $100,000 of cash was received from the Melanie S. Altholtz
Irrevocable Trust (Altholtz). On the next day, $95,000 was sent to
Nanologix, Inc. for an investment. It was a $100,000 investment, but
$5,000 was withheld and due to a finder for a commission. All of this
occurred through Hydrogenesis, Inc., the subsidiary. Immediately
after the transaction, it was determined that the true nature of the
transaction was not correctly formulated. All of the parties then
agreed to rescind the transaction. It was therefore not mentioned as
a subsequent event in the December 31, 2006 financial statements
because management considered this to be irrelevant. When the March
31, 2007 financials were prepared, cash had still not been exchanged
between the parties to affect the rescission, but there was no
indication that the rescission would not occur. On or about June of
2007, the Company came to realize that rescission of this
transaction, even though agreed to by all parties previously, was not
going to occur, due to a prior shift in power of the management of
Nanologix, Inc.

To resolve the
problems associated with this issue, the following events took place.
All of the transactions described occurred through the Company’s
subsidiary, Hydrogenesis, Inc. The subsidiary really has no other
operations. Therefore, the subsidiary owns $100,000 worth of
Nanologix stock and owes Altholtz $100,000. The Company came to an
agreement with Altholtz

Page
F-7

to
sell Hydrogenesis, for $5,000. On the date of the transaction,
October 12, 2007, Hydrogenesis owned the $100,000 asset and was
obligated to pay Altholtz the $100,000 note payable. The $5,000
obligation due to the finder was assumed by Hydrogenesis upon closing
of the transaction.

Subsequent
Events

On August 5,
2008, the Company entered into a share exchange agreement with
Genesi, Inc. (Genesi), and Illinois Company. INverso issued
19,148,458 shares in exchange for 71,565 newly issued shares of
Genesi. INverso had owed Genesi $18,490, which was eliminated in the
transaction. No cash was exchanged. 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. $37,356
of cash was collected, $15,284 of debt was relieved and $4,230 is
still due from an investor as of the date of the audit.

Page
F-8

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

None.

ITEM 9A(T) –
CONTROLS AND PROCEDURES

(a)
Evaluation of 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, 2008, 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 officers, 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, 2008, our disclosure controls and
procedures were not effective at the reasonable assurance level due
to the material weaknesses described below.

(b)
Management’s 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.

Page
20

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, 2008. 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 three material
weaknesses that have caused management to conclude that, as of June
30, 2008, 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 written documentation of our internal control policies
and procedures. Written documentation of key internal controls over
financial reporting is a requirement of Section 404 of the
Sarbanes-Oxley Act as of the 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.

2.
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.

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.

(c)
Remediation of Material Weaknesses

To remediate
the material weaknesses in our disclosure controls and procedures
identified above, in addition to working with our independent
registered public accounting firm, we have begun to refine our
internal procedures in anticipation of implementing segregation of
duties.

(d)
Changes in Internal Control over Financial Reporting

Except as noted
above, there were no changes in our internal control over financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act, during our most recently completed fiscal year that
have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

(e)*Auditor’s
Attestation Report on Internal Control over Financial Reporting*

This
annual report does not include an attestation report of the company’s
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 management’s report in this annual report.

Page
21

In
accordance with current SEC guidelines, our external auditors are
required to provide their initial attestation in our Annual Report on
Form 10-K for the fiscal year ending June 30, 2009.

ITEM 9B – OTHER
INFORMATION







The following
information with respect to the principal occupation or employment of
each director and executive officer and in regard to other
affiliations and business experience during the past five years, has
been furnished to us by the respective directors.

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

|Name                | Age | Position           | Term               
|------------------- | --- | ------------------ | -------------------
|Randall S. Goulding | 58  | CEO, CFO, Director | Through May
			2009



Randall S.
Goulding, is a certified public accountant and attorney. Mr.
Goulding received a business administration degree with a dual major
in accounting and finance from the University of Illinois. He
received his JD from DePaul Law School. Mr. Goulding 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 has included 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. Starting in 1995, Mr. Goulding joined the equity investment
company Paradigm Group, LLC (“Paradigm”), a Chicago-based
investment and financial consulting organization. He negotiated and
structured transactions for Paradigm, its investors and portfolio
companies. Since 1998, he has also served as general counsel to
Paradigm as well as The Adler Group, LLC, Certified Public
Accountants & Consultants. Mr. Goulding founded the Nutmeg Group
in 2002 and continues to serve as the Managing Director.

During the last
five years, none of our directors, persons nominated to become a
director, executive officers, promoters or control persons has been
involved in:

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

(2)
Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);

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

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

Page
23

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.

To the
Company’s knowledge, none of the current required parties are
delinquent in their 16(a) filings.

Code of
Ethics

We
have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. Our
director has chosen not to adopt such a code of ethics at this time
because he is also our executive officer and chairman, and we have no
other employees.

Audit Committee Financial
Director

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.



Our executive
officer and director 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.

|                       | Annual
			Compensation | Long-Term
			Compensation
|---------------------- | ---------------------- | -------------------------
|                       |                        |                          
|                       | Year                   | Salary                   
|Randall S.
			Goulding | 2007                   | $0                       

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

Our
officer and director will not receive any finder’s fee, either
directly or indirectly, as a result of his efforts to implement our
business plan.

Page 24

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.



The
following table sets forth, as of June 30, 2008, 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                                                                              |  | Nature of Affiliation                                                       |  | Common Stock Ownership |  | Percentage of Common Stock Ownership
				(1)
|--------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ---------------------- |  | --------------------------------------------
|Randall S. Goulding (2)                                                                       |  | Chief Executive Officer, President, Chief
				Financial Officer, & Director |  | -                      |  | -%                                          
|Nutmeg Fortuna
				Fund, LLLP (2)
				155 Revere Drive,
				Suite 10
				Northbrook, IL 60062 |  | 10% Owner                                                                   |  | 11,399,663             |  | 84.4%                                       
|Serge Atlan                                                                                   |  | 5% Owner                                                                    |  | 725,000                |  | 5.4%                                        
|Thomas Kirchner                                                                               |  | 5% Owner                                                                    |  | 725,000                |  | 5.4%                                        
|All Officers and Directors as a Group (1 Person)                                              |  |                                                                             |  | -                      |  | -%                                          



(1)
Unless otherwise indicated, based on 13,500,000 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.

(2)
Randall S. Goulding, our sole officer and director and the managing
member of the Nutmeg Fortuna Fund, LLLP, exercises voting and/or
dispositive power over the securities held by the Nutmeg Fortuna
Fund, LLLP.

The
issuer is not aware of any person who owns of record, or is known to
own beneficially, ten 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.

Page
25



Certain
Relationships and Related 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 The Nutmeg Group,
LLC, and manages the operations of INverso.

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.

In
January of 2007, $100,000 of cash was received from the Melanie S.
Altholtz Irrevocable Trust (Altholtz). On the next day, $95,000 was
sent for an investment to Nanologix, Inc., for whichRandall
S. Goulding, the Company’s sole officer and director,
previously provided legal services. It was a
$100,000 investment, but $5,000 was withheld and due to a finder for
a commission. All of this occurred through Hydrogenesis, Inc., the
subsidiary. Immediately after the transaction, it was determined that
the true nature of the transaction was not correctly formulated. All
of the parties then agreed to rescind the transaction. It was
therefore not mentioned as a subsequent event in the December 31,
2006 financial statements because management considered this to be
irrelevant. When the March 31, 2007 financials were prepared, cash
had still not been exchanged between the parties to affect the
rescission, but there was no indication that the rescission would not
occur. On or about June of 2007, the Company came to realize that
rescission of this transaction, even though agreed to by all parties
previously, was not going to occur, due to a prior shift in power of
the management of Nanologix, Inc.

To
resolve the problems associated with this issue, the following events
took place. All of the transactions described occurred through the
Company’s subsidiary, Hydrogenesis, Inc. The subsidiary really
has no other operations. Therefore, the subsidiary owns $100,000
worth of Nanologix stock and owes Altholtz $100,000. The Company came
to an agreement with Altholtz to sell Hydrogenesis, for $5,000. On
the date of the transaction, October 12, 2007, Hydrogenesis owned the
$100,000 asset and was obligated to pay Altholtz the $100,000 note
payable. The $5,000 obligation due to the finder was assumed by
Hydrogenesis upon closing of the transaction.



Audit
and Non-Audit Fees

Aggregate
fees for professional services rendered for INverso by Pollard-Kelley
Auditing Services, Inc. for the year ended June 30, 2008 are set
forth below. The aggregate fees included in the Audit category are
fees billed for the fiscal years for the audit of the Company’s
annual financial statements and review of financial statements and
statutory and regulatory filings or engagements. The aggregate fees
included in each of the other categories are fees billed during the
year.

Page 26

|               | 2008   
|-------------- | -------
|Audit fees     | $5,500 
|Non-Audit fees | $8,799 
|Total          | $14,299

Audit
Fees for the year ended June 30, 2008 were for professional services
rendered for the audits of the financial statements of INverso,
consents, and other assistance required to complete the year-end
audit of the financial statements.

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





(a)(1)
Financial Statements

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

|Report
				of Independent Registered Public Accounting Firm                                                  | F-1
|------------------------------------------------------------------------------------------------------------ | ---
|Balance
				Sheets as of June 30, 2008 and 2007                                                              | F-2
|Statement
				of Income for the years ended June 30, 2008 and 2007                                           | F-3
|Statement
				of Changes in Stockholders’ Equity/(Deficit) for the
				period May 28, 2004 to March 31, 2008 | F-4
|Statement of Cash Flows
				for the years ended June 30, 2008 and 2007                                       | F-5
|Notes 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.

Page
27

(b)
Exhibits

|3.1 (1)     |  | Certificate
				of Incorporation                                                                                                                         
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2
				(2) |  | Bylaws                                                                                                                                                   
|31.1        |  | Rule
				13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                    
|31.2        |  | Rule
				13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                    
|32.1        |  | Chief
				Executive Officer Certification Pursuant to 18 USC, Section 1350,
				as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
				2002.
|32.2        |  | Chief
				Financial Officer Certification Pursuant to 18 USC, Section 1350,
				as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
				2002.



1. Incorporated
	by reference from our Current Report on Form 8-K, filed with the
	Commission on November 1, 2004.
2. Incorporated
	by reference from our Registration Statement on Form 10-SB, filed
	with the Commission on August 10, 2004.

Page 28

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: May 8, 2009 |                     
|                   | By:                 
|                   | Its:                

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: May 8, 2009 |      | /s/ Randall S. Goulding                                                   
|------------------ | ---- | --------------------------------------------------------------------------
|                   | By:  | Randall S. Goulding                                                       
|                   | Its: | Chief Executive
			Officer,President, Chief FinancialOfficer, and Director



Page
29

EXHIBIT
31.1

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

I,
Randall S. Goulding, certify that:

I have reviewed this First
Amended Annual Report on Form 10-K/A of INverso Corp.;

Based
on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this report;

Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;

The
registrant’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being prepared;

(b) Designed such internal
control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness
of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(d) Disclosed in this report any
change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and

The
registrant’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons
performing the equivalent functions):





|Dated:
			May 8, 2009 |     |                        
|--------------------- | --- | -----------------------
|                      |     | /s/ Randall S. Goulding
|                      | By: | Randall S. Goulding    
|                      |     | Chief Executive Officer



EXHIBIT
31.2

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

I,
Randall S. Goulding, certify that:

I have reviewed this First
Amended Annual Report on Form 10-K/A of INverso Corp.;

Based
on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this report;

Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;

The
registrant’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being prepared;

(b) Designed such internal
control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness
of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(d) Disclosed in this report any
change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and

The
registrant’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons
performing the equivalent functions):



(b)
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.

|Dated:
			May 8, 2009 |     |                        
|--------------------- | --- | -----------------------
|                      |     | /s/ Randall S. Goulding
|                      | By: | Randall S. Goulding    
|                      |     | Chief Financial Officer



EXHIBIT
32.1



CERTIFICATION
PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED
PURSUANT TO SECTION 906

OF THE
SARBANES-OXLEY ACT OF 2002





In connection
with the First Amended Annual Report of INverso Corp. (the “Company”)
on Form 10-K/A for the year ended June 30, 2008, as filed with the
Securities and Exchange Commission on or about the date hereof (the
“Report”), I, Randall S. Goulding, Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as
adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:



(1) The Report
fully complies with the requirements of Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934; and



(2) Information
contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.





|Dated: May 8, 2009 | /s/ Randall S. Goulding        
|------------------ | -------------------------------
|                   | By: Randall S. Goulding        
|                   | Its: Chief Executive
			Officer





A signed
original of this written statement required by Section 906 has been
provided to INverso Corp. and will be retained by INverso Corp. and
furnished to the Securities and Exchange Commission or its staff upon
request.

EXHIBIT
32.2



CERTIFICATION
PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED
PURSUANT TO SECTION 906

OF THE
SARBANES-OXLEY ACT OF 2002





In connection
with the First Amended Annual Report of INverso Corp. (the “Company”)
on Form 10-K/A for the year ended June 30, 2008, as filed with the
Securities and Exchange Commission on or about the date hereof (the
“Report”), I, Randall S. Goulding, Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as
adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:



(1) The Report
fully complies with the requirements of Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934; and



(2) Information
contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.





|Dated: May 8, 2009 | /s/ Randall S. Goulding        
|------------------ | -------------------------------
|                   | By: Randall S. Goulding        
|                   | Its: Chief Financial
			Officer





A signed
original of this written statement required by Section 906 has been
provided to INverso Corp. and will be retained by INverso Corp. and
furnished to the Securities and Exchange Commission or its staff upon
request.