UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





Second
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 registeredNone
                
                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  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.   ̈





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  x
No   ̈





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.





INVERSO
CORP.





TABLE OF
CONTENTS








PART
      IITEM
      1 – BUSINESS
                      2ITEM
      1A – RISK FACTORS
                      3ITEM
      1B – UNRESOLVED STAFF COMMENTS
                      3ITEM
      2 - PROPERTIES
                      3ITEM
      3 - LEGAL PROCEEDINGS
                      3ITEM
      4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                      3PART
      IIITEM
      5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIES
                      4ITEM
      6 – SELECTED FINANCIAL DATA
                      5ITEM
      7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS
                      5ITEM
      7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK
                      7ITEM
      8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                      8ITEM
      9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE
                      9ITEM
      9A – CONTROLS AND PROCEDURESITEM
      9A(T) – CONTROLS AND PROCEDURES
                      9ITEM
      9B – OTHER INFORMATION
                      11PART
      IIIITEM
      10 – DIRECTORS,  EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
                      12ITEM
      11 – EXECUTIVE COMPENSATION
                      13ITEM
      12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS
                      14ITEM
      13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                      15ITEM
      14 – PRINCIPAL ACCOUNTING FEES AND SERVICES
                      16PART
      IVITEM
      15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
                      16







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, and then filed with the Commission on Form 10-K/A
on May 12, 2009.  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, Security Ownership of Certain Beneficial
Owners and Management, Certain Relationships and Related Transactions, and
Exhibits.





This
Second 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-K/A 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-K/A and 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.





ITEM
1 – BUSINESS




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.


2




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.




ITEM
1A – RISK FACTORS





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





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 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.




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.


3





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.





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).  Melanie S. Altholtz, the beneficiary of the Melanie S.
Altholtz Irrevocable Trust, is the daughter of Harvey Altholtz, a director and
executive officer of the Company from September 2006 to March
2008.  The transaction with Altholtz was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, and Altholtz was a
sophisticated investor with access to information about the Company because of
its relationship with Harvey Altholtz, a director and executive officer of the
Company. 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
associated with Nanologix, Inc. for a commission. All of this occurred through
Hydrogenesis, Inc., the Company’s subsidiary. Immediately after the transaction,
Nanologix, Inc.’s management changed and the relationship between the management
teams of the Company and Nanologix, Inc. deteriorated because of differences
regarding the direction of the business of Nanologix,
Inc.  Consequently, 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 effect 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. and the continuing deterioration of
the relationship between the management teams of the Company and Nanologix,
Inc.


4


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.  This
transaction with Altholtz was exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933, and Altholtz was a sophisticated investor with
access to information about the Company because of its relationship with Harvey
Altholtz, a director and executive officer of the Company.





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





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.


5


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.





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.


6


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 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.





Off-balance sheet
arrangements





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





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.




7




ITEM
8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




Report
      of Independent Registered Public Accounting Firm
            F-1Balance
      Sheets as of June 30, 2008 and 2007
            F-2Statement
      of Income for the years
              ended
      June 30, 2008 and 2007
            F-3Statement
      of Changes in Stockholders’
              Equity/(Deficit)
      for the period May 28, 2004 to March 31, 2008
            F-4Statement
      of Cash Flows for the years ended June 30, 2008 and 2007
            F-5Notes
      to Financial Statements
            F-6




8


Report
of Independent Registered Public Accounting Firm





Board of
Directors





INverso
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


F-1


INverso
Corp.


(A
Development Stage Company)


Balance
Sheet


As of
June 30, 2008 and June 30, 2007




ASSETS





6/30/2008
                  
                  
                  6/30/2007Current
      assetsCash
                  
                  $
                  -
                  
                  
                  $
                  4,872Total
      assets
                  
                  $
                  -
                  
                  
                  $
                  4,872




LIABILITIES
AND STOCKHOLDERS' DEFICIT





6/30/2008
                      
                      
                      6/30/2007Current
      liabilitiesAccounts
      payable
                      
                      $
                      37,144
                      
                      
                      $
                      10,756Notes
      payable
                      
                      
                      15,284
                      
                      
                      
                      15,300Total
      liabilities
                      
                      
                      52,428
                      
                      
                      
                      26,056Stockholders'
      deficitCommon
      stock (par 0.000001, 100,000,000shares
      authorized, and 13,500,000 issued and outstanding)
                      
                      
                      14
                      
                      
                      
                      14Additional
      paid in capital
                      
                      
                      13,200
                      
                      
                      
                      13,200Accumulated
      deficit during the development stage
                      
                      
                      (65,642
                      )
                      
                      
                      (34,398
                      )Total
      stockholders' deficit
                      
                      
                      (52,428
                      )
                      
                      
                      (21,184
                      )Total
      liabilities and stockholders' deficit
                      
                      $
                      -
                      
                      
                      $
                      4,872




F-2


INverso
Corp.


(A
Development Stage Company)


Statement
of Income


For the
Periods Ended June 30, 2008 and 2007




Three Months
                
                
                Three Months
                
                
                Year
                
                
                Year
                
                
                From
                  May 28, 2004
                  (Inception)Ended
                
                
                Ended
                
                
                Ended
                
                
                Ended
                
                
                ThroughJune
      30, 2008
                
                
                June
      30, 2007
                
                
                June 30, 2008
                
                
                June 30, 2007
                
                
                June 30, 2008Revenue:Fees
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Expenses:Accounting
                
                
                1,110
                
                
                
                1,860
                
                
                
                14,299
                
                
                
                9,080
                
                
                
                26,139Consulting
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                10,000
                
                
                
                10,000Dues
      and subscriptions
                
                
                -
                
                
                
                125
                
                
                
                377
                
                
                
                312
                
                
                
                853Legal
                
                
                12,504
                
                
                
                5,096
                
                
                
                21,468
                
                
                
                5,096
                
                
                
                26,564Postage
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                2Printing
      & reproduction
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                3Taxes
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                18513,614
                
                
                
                7,081
                
                
                
                36,144
                
                
                
                24,488
                
                
                
                63,746Other
      income / (expense):Gain
      on sale of subsidiary
                
                
                -
                
                
                
                -
                
                
                
                4,900
                
                
                
                -
                
                
                
                4,900Goodwill
      impairment
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (6,796
                )
                
                
                (6,796
                )Total
      other income / (expense)
                
                
                -
                
                
                
                -
                
                
                
                4,900
                
                
                
                (6,796
                )
                
                
                (1,896
                )Net
      Ioss
                
                $
                (13,614
                )
                
                $
                (7,081
                )
                
                $
                (31,244
                )
                
                $
                (31,284
                )
                
                $
                (65,642
                )Weighted
      average number of common shares outstanding
                
                
                13,500,000
                
                
                
                13,500,000
                
                
                
                13,500,000
                
                
                
                15,526,027
                
                
                
                18,253,251Basis
      loss per common share
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )


F-3


INverso
Corp.


Statement
of Changes in Stockholders' Equity/(Deficit)


For the
Period May 28, 2004 (Inception) to March 31, 2008


(Unaudited)




Additional
                
                
                Shares
                
                
                
                
                
                Total
                  Stockholders'Common Stock
                
                
                Paid-in
                
                
                Held in
                
                
                Accumulated
                
                
                Equity/Shares
                
                
                Amount
                
                
                Capital
                
                
                Treasury
                
                
                Deficit
                
                
                (Deficit)Stock
      issuance for cash
                
                
                22,000,000
                
                
                $
                22
                
                
                $
                78
                
                
                $
                -
                
                
                $
                
                
                
                $
                100May
      28, 2004 (inception) to June 30, 2004
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,244
                )
                
                
                (1,244
                )22,000,000
                
                
                
                22
                
                
                
                78
                
                
                
                -
                
                
                
                (1,244
                )
                
                
                (1,144
                )July
      1, 2004 to June 30, 2005
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,370
                )
                
                
                (1,370
                )22,000,000
                
                
                
                22
                
                
                
                78
                
                
                
                -
                
                
                
                (2,614
                )
                
                
                (2,514
                )July
      1, 2005 to June 30, 2006
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (500
                )
                
                
                (500
                )22,000,000
                
                
                
                22
                
                
                
                78
                
                
                
                -
                
                
                
                (3,114
                )
                
                
                (3,014
                )related
      to merger on September 25, 2006
                
                
                11,500,000
                
                
                
                12
                
                
                
                29,988
                
                
                
                
                
                
                
                
                
                
                
                30,000related
      to merger on September 25, 2006
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                16,886
                
                
                
                
                
                
                
                (16,886
                )related
      to merger on September 25, 2006
                
                
                (20,000,000
                )
                
                
                (20
                )
                
                
                (16,866
                )
                
                
                (16,886
                )July
      1, 2006to June 30, 2007
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (31,284
                )
                
                
                (31,284
                )13,500,000
                -
                
                
                14
                -
                
                
                13,200
                
                
                
                -
                -
                
                
                (34,398
                ) -
                
                
                (21,184
                )July
      1, 2007 to June 30, 2008
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (31,244
                )
                
                
                (31,244
                )13,500,000
                -
                
                $
                14
                -
                
                $
                13,200
                
                
                $
                -
                -
                
                $
                (65,642
                ) -
                
                $
                (52,428
                )




F-4


INverso
Corp.


(A
Development Stage Company)


Statement
of Cash Flows


For the
Periods Ended June 30, 2008 and June 30, 2007





Three
                  Months
                
                
                Three
                  Months
                
                
                Year
                
                
                Year
                
                
                From May
                  28, 2004
                  (Inception)Ended
                
                
                Ended
                
                
                Ended
                
                
                Ended
                
                
                ThroughJune 30,
                  2008
                
                
                June 30,
                  2007
                
                
                June 30,
                  2008
                
                
                June 30,
                  2007
                
                
                June 30,
                  2008OPERATING
      ACTIVITIESNet
      loss
                
                $
                (13,614
                )
                
                $
                (7,081
                )
                
                $
                (31,244
                )
                
                $
                (31,284
                )
                
                $
                (65,642
                )Adjustment
      to reconcile net loss to net cash used in operations:Goodwill
      impairment
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                6,796
                
                
                
                6,796Increase
      in accounts payable
                
                
                13,614
                
                
                
                6,956
                
                
                
                26,388
                
                
                
                10,756
                
                
                
                37,144Net
      cash used in operating activities
                
                
                -
                
                
                
                (125
                )
                
                
                (4,856
                )
                
                
                (13,732
                )
                
                
                (21,702
                )INVESTING
      ACTIVITIESPurchase
      of goodwill related related to merger on 9/25/06
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (6,796
                )
                
                
                (6,796
                )FINANCING
      ACTIVITIESIncrease
      / (decrease) in shareholder loan
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (3,114
                )
                
                
                -Increase
      in notes payable
                
                
                -
                
                
                
                -
                
                
                
                (16
                )
                
                
                15,300
                
                
                
                15,284Issuance
      of common stock
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                12
                
                
                
                14Proceeds
      from paid in capital
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                29,988
                
                
                
                30,086Purchase
      of treasury shares
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (16,886
                )
                
                
                (16,886
                )Net
      cash provided by financing activities
                
                
                -
                
                
                
                -
                
                
                
                (16
                )
                
                
                25,300
                
                
                
                28,498Net
      cash increase for the period
                
                
                -
                
                
                
                (125
                )
                
                
                (4,872
                )
                
                
                4,772
                
                
                
                -Cash
      at the beginning of period
                
                
                -
                
                
                
                4,997
                
                
                
                4,872
                
                
                
                100
                
                
                
                -Cash
      at the end of period
                
                $
                -
                
                
                $
                4,872
                
                
                $
                -
                
                
                $
                4,872
                
                
                $
                -




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 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.


F-6


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.


F-7


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.





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.


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 believe our disclosure
controls and procedures are designed to provide reasonable assurance of
achieving their objectives.  However, 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.


9


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 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
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.  We are in the process of preparing written documentation of
our internal control policies and procedures and intend to complete such
documentation by the filing date of our Annual Report on Form 10-K for the
fiscal year ended June 30, 2009.  This process will include
identifying the risks to reliable financial and nonfinancial reporting by us and
developing and documenting the nature, timing, and extent of the controls and
procedures that we believe are necessary to adequately address these
risks.





(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.


10


(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.





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





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


11


PART
III





ITEM
10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





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
            
            TermRandall
      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.


12


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.





ITEM
11 - EXECUTIVE COMPENSATION





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 CompensationAwards
                              
                              
                              PayoutsYear
                              
                              Salary
                              
                              
                              Bonus
                              
                              
                              Other Annual
                                Compensation
                              
                              
                              Restricted
                                Stock
                                Award(s)
                              
                              
                              Securities
                                Underlying
                                Options/
                                SARs
                              
                              
                              LTIP
                                Payouts
                                (1)
                              
                              
                              All Other
                                CompensationRandall
      S. Goulding
                              
                              2007
                              
                              $
                              0
                              
                              
                              $
                              0
                              
                              
                              $
                              0
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              $
                              0
                              
                              
                              $
                              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.


13




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.




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





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
                            
                            
                            11,399,663
                            
                            
                            
                            84.4
                            %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) (2)
                            
                            
                            
                            
                            11,399,663
                            
                            
                            
                            84.4
                            %





(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.  Consequently, the ownership of the shares held by the
      Nutmeg Fortuna Fund, LLLP is attributed to Randall S.
      Goulding.  As a result, although Randall S. Goulding and the
      Nutmeg Fortuna Fund, LLLP are shown in the table above each to own 84.4%
      of the outstanding shares of common stock of the Company, in the aggregate
      they own together 84.4% of the outstanding shares of Common Stock of the
      Company.





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.


14


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




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). Melanie
S. Altholtz, the beneficiary of the Melanie S. Altholtz Irrevocable Trust, is
the daughter of Harvey Altholtz, a director and executive officer of the Company
from September 2006 to March 2008.  On the next day, $95,000 was sent
for an investment to Nanologix, Inc., for which Randall S. Goulding, the
Company’s sole officer and director, previously provided legal services from
December 1, 2005 to September 30, 2006. It was a $100,000 investment, but $5,000
was withheld and due to a finder associated with Nanologix, Inc. for a
commission. All of this occurred through Hydrogenesis, Inc., the Company’s
subsidiary.  Immediately after the transaction, Nanologix, Inc.’s
management changed and the relationship between the management teams of the
Company and Nanologix, Inc. deteriorated because of differences regarding the
direction of the business of Nanologix, Inc. Consequently, 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 effect
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. and the continuing deterioration of the relationship between the
management teams of the Company and 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.


15


ITEM
14 – PRINCIPAL ACCOUNTING FEES AND SERVICES




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.




2008Audit
      fees
                        
                        $
                        5,500Non-Audit
      fees
                        
                        $
                        8,799Total
                        
                        $
                        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.





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, 2008 and 2007
                  F-2Statement
      of Income for the years
                    ended
      June 30, 2008 and 2007
                  F-3Statement
      of Changes in Stockholders’
                    Equity/(Deficit)
      for the period May 28, 2004 to March 31, 2008
                  F-4Statement
      of Cash Flows for the years ended June 30, 2008 and 2007
                  F-5Notes
      to Financial Statements
                  F-6





16





(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)
                
                Bylaws31.1
                
                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 Registration Statement on Form 10-SB, filed with the
      Commission on August 10, 2004.


17





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:  June
      30, 2009
              
              /s/
      Randall S. GouldingBy:
              Randall
      S. GouldingIts:
              Chief
      Executive Officer,
                President,
      Chief Financial
                Officer, 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:  June
      30, 2009
              
              /s/
      Randall S. GouldingBy:
              Randall
      S. GouldingIts:
              Chief
      Executive Officer,
                President,
      Chief Financial
                Officer, Principal
      Accounting
                Officer, and
      Director




18