UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

First
Amended Form 10-Q/A

(Mark
One)

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

For
the quarterly period ended December 31, 2008

[
] 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,Northbrook, IL
				(Address
				of principal executive offices) | 60062
				(Zip
				Code)                               
|(847)
				291-7711(Registrant’s
				telephone number, including area code)                    
|(Former
				name, former address and former fiscal year, if changed since
				last report.)   

Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes 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 (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes No X.

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

Large
accelerated filer _______ Accelerated filer ________

Non-accelerated
filer Smaller reporting company X

(Do
not check if a smaller reporting company)

Page
1

Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YesXNo ____.

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

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

Applicable
only to corporate issuers:

Indicate
the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date. As of May
7, 2009, there were 47,864,883 shares of common stock,no par
value, issued and outstanding.



Page
2

INverso Corp.

TABLE
OF CONTENTS

PART
I

PART
	I – FINANCIAL INFORMATION 4 ITEM
	1 Financial Statements 4 ITEM
	2 Managements Discussion and Analysis of Financial Condition and
	Results of Operations. 12 ITEM
	3 Quantitative and Qualitative Disclosures About Market Risk 12 ITEM
	4T Controls and Procedures 14 PART
	II ITEM
	1 Legal Proceedings 16 ITEM
	1A Risk Factors 16 ITEM
	2 Unregistered Sales of Equity Securities and Use of Proceeds 16 ITEM
	3 Defaults Upon Senior Securities 16 ITEM
	4 Submission of Matters to a Vote of Security Holders 16 ITEM
	5 Other Information 16 ITEM
	6 Exhibits 16


Page
	3


**Explanatory Note**

INverso
Corp.has restated itsQuarterly Reporton Form 10-Q. ThisQuarterly Reportis
for the quarterly period ended December 31, 2008, and was originally
filed with the Commission on Form 10-Q on February 13, 2009. The
purpose of this amendedQuarterly Reportis to make corrections to theQuarterly Reportbased on comments received by the Commission. There are changes made
throughout this document, but primarily to the Items entitled
Controls and Procedures and Exhibits.

This
First Amended Quarterly Report on Form 10-Q/A for the quarter ended
December 31, 2008 amends and restates
only those items of the previously filed Quarterly Report on Form
10-Q 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 restatement or (ii) to make revisions
to the Notes to the unaudited consolidated financial statements
except for those which are required by or result from the effects of
the restatement. Except for the corrections stated herein, no other
information contained in our previously filed Form 10-Q for the
quarter ended December 31, 2008 has been
updated or amended.



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

Forward looking
statements are not guarantees of future performance. They involve
risks, uncertainties and assumptions. 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 Corp. and Subsidiary(A
Development Stage Company)Consolidated Balance SheetsAs of
December 31, 2008 and June 30, 2008(Unaudited)

|ASSETS                                              
|----------------------------------------------------
|                                                    
|Current assets                                      
|                                                    
|                                                    
|                                                    
|LIABILITIES
				AND STOCKHOLDERS' EQUITY / (DEFICIT)
|                                                    
|Current liabilities                                 
|                                                    
|                                                    
|                                                    
|                                                    
|Stockholders' equity /
				(deficit)                
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    

See accompanying notes



Page
5

|INverso Corp.
			and Subsidiary(A Development Stage Company)Consolidated
			Statements of IncomeFor the Periods Ended December 31, 2008
			and 2007(Unaudited)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                              
|Revenue:                                                                                                                                                      
|                                                                                                                                                              
|Expenses:                                                                                                                                                     
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|Other income /
			(expense):                                                                                                                                  
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|                                                                                                                                                              
|Weighted average number
			of                                                                                                                                 
|                                                                                                                                                              
|Basic loss per common
			share                                                                                                                                

See accompanying notes

Page6

INverso Corp. &
Subsidiary(A Development Stage Company)Consolidated Statement
of Changes in Stockholders' Equity/(Deficit)For the Period May
28, 2004 (Inception) to December 31, 2008(Unaudited)

|Common Stock                  |                                           |            |              | Additional |        | Shares |                 |        |                  |        | Total Stockholders' |         
|----------------------------- | ----------------------------------------- | ---------- | ------------ | ---------- | ------ | ------ | --------------- | ------ | ---------------- | ------ | ------------------- | --------
|                              |                                           |            | Shares       |            | Amount |        | Paid-in Capital |        | Held in Treasury |        | AccumulatedDeficit  |         
|May 28, 2004                  |                                           |            |              |            |        |        |                 |        |                  |        |                     |         
|                              | Stock issuance for cash                   |            | 22,000,000   |            | $      | 22     |                 | $      | 78               |        | $                   | -       
|Net (loss)                    |                                           |            |              |            |        |        |                 |        |                  |        |                     |         
|                              | May 28, 2004 (inception) to June 30, 2004 |            |              |            |        |        |                 |        |                  |        |                     |         
|Balance, June 30, 2004        |                                           | 22,000,000 |              |            | 22     |        |                 | 78     |                  |        | -                   |         
|Net (loss)                    |                                           |            |              |            |        |        |                 |        |                  |        |                     |         
|                              | July 1, 2004 to June 30, 2005             |            |              |            |        |        |                 |        |                  |        |                     |         
|Balance, June 30, 2005        |                                           | 22,000,000 |              |            | 22     |        |                 | 78     |                  |        | -                   |         
|Net (loss)                    |                                           |            |              |            |        |        |                 |        |                  |        |                     |         
|                              | July 1, 2005 to June 30, 2006             |            |              |            |        |        |                 |        |                  |        |                     |         
|Balance, June 30, 2006        |                                           | 22,000,000 |              |            | 22     |        |                 | 78     |                  |        | -                   |         
|                              |                                           |            |              |            |        |        |                 |        |                  |        |                     |         
|Issuance of common stock      |                                           |            |              |            |        |        |                 |        |                  |        |                     |         
|                              | related to merger on September 25, 2006   |            | 11,500,000   |            |        | 12     |                 |        | 29,988           |        |                     |         
|Purchase of treasury shares   |                                           |            |              |            |        |        |                 |        |                  |        |                     |         
|                              | related to merger on September 25, 2006   |            |              |            |        |        |                 |        |                  | 16,886 |                     |         
|Retirement of treasury shares |                                           |            |              |            |        |        |                 |        |                  |        |                     |         
|                              | related to merger on September 25, 2006   |            | (20,000,000) |            |        | (20)   |                 |        | (16,866)         |        |                     | (16,886)
|Net (loss)                    |                                           |            |              |            |        |        |                 |        |                  |        |                     |         
|                              | July 1, 2006 to June 30, 2007             |            |              |            |        |        |                 |        |                  |        |                     |         
|Balance, June 30, 2007        |                                           | 13,500,000 | -            |            | 14     | -      |                 | 13,200 |                  |        | -                   | -       
|Net (loss)                    |                                           |            |              |            |        |        |                 |        |                  |        |                     |         
|                              | July 1, 2007 to June 30, 2008             |            |              |            |        |        |                 |        |                  |        |                     |         
|Balance, June 30, 2008        |                                           | 13,500,000 |              |            | 14     |        |                 | 13,200 |                  |        | -                   |         

Page
7



|Issuance of common stock related |                                                          |            |            |   |    |    |   |         |        |   |   |  |          |           |  |   |         |         |          |      
|-------------------------------- | -------------------------------------------------------- | ---------- | ---------- | - | -- | -- | - | ------- | ------ | - | - |  | -------- | --------- |  | - | ------- | ------- | -------- | -----
|                                 | to share exchange agreement on August 5, 2008            |            | 19,148,458 |   |    | 19 |   |         | 71,546 |   |   |  |          |           |  |   |         |         |          |      
|                                 |                                                          |            |            |   |    |    |   |         |        |   |   |  |          |           |  |   |         |         |          |      
|Issuance of common stock for     |                                                          |            |            |   |    |    |   |         |        |   |   |  |          |           |  |   |         |         |          |      
|                                 | cash and subscription in August and September of
			2008 |            | 15,216,425 |   |    | 15 |   |         | 56,855 |   |   |  |          |           |  |   |         | (4,231) |          |      
|                                 |                                                          |            |            |   |    |    |   |         |        |   |   |  |          |           |  |   |         |         |          |      
|Net (loss)                       |                                                          |            |            |   |    |    |   |         |        |   |   |  |          |           |  |   |         |         |          |      
|                                 | July 1, 2008 to December 31, 2008                        |            |            |   |    |    |   |         |        |   |   |  | (67,065) |           |  |   |         |         | (67,065)
|Balance, December 31, 2008       |                                                          | 47,864,883 |            | $ | 48 |    | $ | 141,601 |        | $ | - |  | $        | (132,707) |  | $ | (4,231) |         | $        | 4,711

See accompanying notes

Page
8









INverso Corp. & Subsidiary(A Development Stage
Company)Consolidated Statements of Cash FlowsFor the Periods
Ended December 31, 2008 and 2007(Unaudited)

|                                                    |          |   | Three Months EndedDecember 31,
			2008 |         |         | Three MonthsEnded December 31,
			2007 |        |          | Six MonthsEnded December 31,
			2008 |         |      | Six MonthsEnded December 31,
			2007 |        |   | From May 28, 2004
			(Inception)Through December 31, 2008
|--------------------------------------------------- | -------- | - | -------------------------------------- | ------- | ------- | -------------------------------------- | ------ | -------- | ------------------------------------ | ------- | ---- | ------------------------------------ | ------ | - | ---------------------------------------------------------
|OPERATING ACTIVITIES                                |          |   |                                        |         |         |                                        |        |          |                                      |         |      |                                      |        |   |                                                          
|Net loss                                            |          | $ | (4,005)                                |         | $       | (1,404)                                |        | $        | (67,065)                             |         | $    | (11,160)                             |        | $ | (132,707)                                                
|                                                    |          |   |                                        |         |         |                                        |        |          |                                      |         |      |                                      |        |   |                                                          
|Adjustment to reconcile net loss                    |          |   |                                        |         |         |                                        |        |          |                                      |         |      |                                      |        |   |                                                          
|to net cash used in operations:                     |          |   |                                        |         |         |                                        |        |          |                                      |         |      |                                      |        |   |                                                          
|Non-cash finance charge                             |          |   | -                                      |         |         | -                                      |        |          | 53,075                               |         |      |                                      |        |   | 53,075                                                   
|Goodwill impairment                                 |          |   | -                                      |         |         |                                        |        |          | -                                    |         |      |                                      |        |   | 6,796                                                    
|Change in accounts payable                          |          |   | (6,825)                                |         |         | 2,156                                  |        |          | (36,796)                             |         |      | 6,304                                |        |   | 348                                                      
|Net cash used in operating activities               |          |   | (10,830)                               |         |         | 752                                    |        |          | (50,786)                             |         |      | (4,856)                              |        |   | (72,488)                                                 
|                                                    |          |   |                                        |         |         |                                        |        |          |                                      |         |      |                                      |        |   |                                                          
|INVESTING ACTIVITIES                                |          |   |                                        |         |         |                                        |        |          |                                      |         |      |                                      |        |   |                                                          
|Purchase of goodwill relatedto merger on
			9/25/06 |          |   | -                                      |         |         | -                                      |        |          | -                                    |         |      |                                      |        |   | (6,796)                                                  
|                                                    |          |   |                                        |         |         |                                        |        |          |                                      |         |      |                                      |        |   |                                                          
|FINANCING ACTIVITIES                                |          |   |                                        |         |         |                                        |        |          |                                      |         |      |                                      |        |   |                                                          
|Change in short-term notes payable                  |          | - |                                        |         | (1,016) |                                        |        | (15,284) |                                      |         | (16) |                                      |        | -
|Issuance of common stock                            |          |   | -                                      |         |         | -                                      |        |          | 34                                   |         |      |                                      |        |   | 48                                                       
|Proceeds from paid in capital                       |          |   | -                                      |         |         | -                                      |        |          | 52,605                               |         |      |                                      |        |   | 82,691                                                   
|Accounts payable reduction for shares               | -        |   |                                        |         |         |                                        | 18,490 |          |                                      |         |      |                                      | 18,490
|Purchase of treasury shares                         |          |   | -                                      |         |         | -                                      |        |          | -                                    |         |      |                                      |        |   | (16,886)                                                 
|Net cash provided by financing activities           | -        |   |                                        | (1,016) |         |                                        | 55,845 |          |                                      | (16)    |      |                                      | 84,343
|                                                    |          |   |                                        |         |         |                                        |        |          |                                      |         |      |                                      |        |   |                                                          
|Net cash increase (decrease) for the period         | (10,830) |   |                                        | (264)   |         |                                        | 5,059  |          |                                      | (4,872) |      |                                      | 5,059 
|Cash at the beginning of period                     |          |   | 15,889                                 |         |         | 264                                    |        |          | -                                    |         |      | 4,872                                |        |   | -                                                        
|Cash at the end of period                           |          | $ | 5,059                                  |         | $       | -                                      |        | $        | 5,059                                |         | $    | -                                    |        | $ | 5,059                                                    

See accompanying notes



Page
9



Notes to Financial Statements



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

As
of December 31, 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 review are the start-up
costs of the Company. Therefore, the Company is considered to be in
the development stage.



Basis of accounting

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

Cash and cash equivalents

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

Loss per share

Loss
per share is computed by dividing the net income by the weighted
average number of common shares outstanding of 47,864,883 for the
three months ended December 31, 2008, 13,500,000 for the three months
ended December 31, 2007, 41,014,407 for the six months ended December
31, 2008, 13,500,000 for the six months ended December 31, 2007 and
20,799,180 for the period from May 28, 2004 (inception) through
December 31, 2008. There are no outstanding derivatives as of
December 31, 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.

Page 10

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.



Due
to the development stage of the Company and since there have been no
revenues as of December 31, 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.





The
Company has received money from an investor that had been classified
as a loan. The loan was exchanged for common stock as part of the
August 6, 2008 private placement. The loan came from The Nutmeg
Group, LLC and its affiliates (“TNG”). Randall S.
Goulding, the president of INverso, is the managing member of TNG and
owns 100% of the LLC.



The
Company issued 14,348,946 shares of stock to TNG in exchange for
$53,628, made up of cash of $34,113, release of a note payable valued
at $15,284, and a subscription receivable of $4,231. Randall S.
Goulding, the president of INverso, is the managing member of The
Nutmeg Group and owns 100% of the LLC.



On
August 5, 2008, the Company entered into a share exchange agreement
with Genesi. The Company issued 19,148,458 shares, in exchange for
71,565 newly issued shares of Genesi. The value of the shares was
determined to be $71,565, the same price per share as the private
placement offering on August 6, 2008. INverso had owed Genesi
$18,490, which was eliminated in the transaction. No cash was
exchanged, but a $53,075 finance charge was recorded as a result of
the transaction. Shortly thereafter, Genesi gave all of its shares of
INverso to its three shareholders in exchange for their shares of
Genesi. This made Genesi a 100% subsidiary of the INverso.

On
August 6, 2008, the Company did a private placement offering to
current shareholders to issue 27,500,000 shares at $0.003737391 for a
maximum raise of $102,778. 15,216,425 shares were issued for $56,870.
$37,355 of cash was collected, $15,284 of debt was relieved and
$4,231 is still due from an investor as of the date of the review.



There are no material subsequent
events that have occurred since the date of the review.

Page 11



We
have no operations or revenues. 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.

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. Currently we have
no future contractual obligations. Our management intends to actively
seek business opportunities during the next twelve months.

Management
of INverso is currently in discussions as to the future direction of
the company. As of the date of this filing no concrete plans have
been determined.



Because
of the development stage-nature of INverso, it is impossible to
provide a quantitative risk assessment matrix for our business. Below
are the general operating risks INverso faces as a going concern
entity.

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

Page 12

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.

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.

Page 13





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 December 31, 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 December 31, 2008, our disclosure controls
and procedures were not effective at the reasonable assurance level
due to the material weaknesses described below.

In
light of the material weaknesses described below, we performed
additional analysis and other post-closing procedures to ensure our
consolidated financial statements were prepared in accordance with
generally accepted accounting principles. Accordingly, we believe
that the consolidated financial statements included in this report
fairly present, in all material respects, our financial condition,
results of operations and cash flows for the periods presented.

A
material weakness is a control deficiency (within the meaning of the
Public Company Accounting Oversight Board (PCAOB) Auditing Standard
No. 2) or combination of control deficiencies, that result in more
than a remote likelihood that a material misstatement of the annual
or interim financial statements will not be prevented or detected.
Management has identified the following material weaknesses which
have caused management to conclude that, as of December 31, 2008, our
disclosure controls and procedures 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 and will be applicable to us for 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.

Remediation
of Material Weaknesses

We
have attempted to remediate the material weaknesses in our disclosure
controls and procedures identified above by working with our
independent registered public accounting firm and refining our
internal procedures.

Page
14

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
quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

Commencing with our annual
report for the year ending June 30, 2009, we will be required to
include a report of management on our internal control over financial
reporting. The internal control report must include a statement

- of
	management’s responsibility for establishing and maintaining
	adequate internal control over our financial reporting;

- of
	management’s assessment of the effectiveness of our internal
	control over financial reporting as of year end; and

- of
	the framework used by management to evaluate the effectiveness of
	our internal control over financial reporting.

Furthermore,
we will be required to file the auditor’s attestation report
separately on our internal control over
financial reporting on whether we believe that we have maintained, in
all material respects, effective internal control over financial
reporting.

Page 15

PART II – OTHER INFORMATION



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.



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



On
August 5, 2008, the Company entered into a share exchange agreement
with Genesi. The Company issued 19,148,458 shares, in exchange for
71,565 shares of Genesi. The value of the shares was determined to be
$71,565, the same price per share as the private placement offering
on August 6, 2008. Shortly after this transaction, Genesi gave all of
its shares of INverso to its three shareholders in exchange for their
shares of Genesi, thereby making Genesi a 100% wholly owned
subsidiary of INverso.

On
August 6, 2008, the Company did a private placement offering to its
current shareholders to issue 27,500,000 shares at $.003737391 for a
maximum raise of $102,778. 15,216,425 shares were issued for $56,870.
$37,355 of cash was collected, $15,284 of debt was relieved and
$4,231 is due from an investor as of the date of the review.



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



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



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



|3.1 (1) |  | Certificate of
			Incorporation                                                                                                                   
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|3.2 (1) |  | 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 16

SIGNATURES

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



|                   | INverso Corp.
|------------------ | -------------
|Dated: May 8, 2009 |              
|                   | By:          
|                   |              





Page
17

EXHIBIT
31.1

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

I,
Randall S. Goulding, certify that:

1. I
	have reviewed this First Amended Quarterly Report on Form 10-Q/A of
	INverso Corp.;
2. 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;
3. 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;
4. 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

1. 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):

(a)
All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability
to record, process, summarize and report financial information; and

(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 Executive Officer

EXHIBIT
31.2

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

I, Randall S. Goulding,
certify that:

1. I
	have reviewed this First Amended Quarterly Report on Form 10-Q/A of
	INverso Corp.;
2. 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;
3. 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;
4. 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

1. 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):

(a)
All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability
to record, process, summarize and report financial information; and

(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 Quarterly Report of INverso Corp.
(the “Company”) on Form 10-Q/A for the quarter ended
December 31, 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 Quarterly Report of INverso Corp.
(the “Company”) on Form 10-Q/A for the quarter ended
December 31, 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.