UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 Second
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 September 30, 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  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 (§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)
 
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).Yes x     No
  ̈.
 
 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.
  
  INverso
Corp.
 
 TABLE OF
CONTENTS
 
 PART IITEM
      1
                    
                    FINANCIAL
      STATEMENTS
                    
                    1ITEM
      2
                    
                    MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF
      OPERATIONS.
                    
                    9ITEM
      3
                    
                    QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET  RISK
                    
                    10ITEM
      4T
                    
                    CONTROLS
      AND PROCEDURES
                    
                    11PART
      IIITEM
      1
                    
                    LEGAL
      PROCEEDINGS
                    
                    14ITEM
      1A
                    
                    RISK
      FACTORS
                    
                    14ITEM
      2
                    
                    UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                    
                    14ITEM
      3
                    
                    DEFAULTS
      UPON SENIOR SECURITIES
                    
                    14ITEM
      4
                    
                    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                    
                    14ITEM
      5
                    
                    OTHER
      INFORMATION
                    
                    14ITEM
      6
                    
                    EXHIBITS
                    
                    15
  
  Explanatory
Note
 
 INverso
Corp. has restated its Quarterly Report on Form 10-Q.  This Quarterly
Report is for the quarterly period ended September 30, 2008, and was originally
filed with the Commission on Form 10-Q on November 14, 2008, and then filed with
the Commission on Form 10-Q/A on May 12, 2009.  The purpose of this
amended Quarterly Report is to make corrections to the Quarterly Report based on
comments received by the Commission.  There are changes made
throughout this document, but primarily to the Items entitled Controls and
Procedures.
 
 This Second Amended Quarterly Report on
Form 10-Q/A for the quarter ended September 30, 2008 amends and restates only
those items of the previously filed Quarterly Report on Form 10-Q/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 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/A for the quarter ended
September 30, 2008 has been updated or amended.
 
 PART
I – FINANCIAL INFORMATION
 
 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.
 
 ITEM
      1
              Financial
      Statements
  1
  INverso
Corp. and Subsidiary
 (A
Development Stage Company)
 Consolidated
Balance Sheets
 As
of September 30, 2008 and June 30, 2008
 (Unaudited)
 
 9/30/2008
                            
                            
                            6/30/2008(Unaudited)
                            
                            
                            (Audited)ASSETSCurrent
      assetsCash
                            
                            $
                            15,889
                            
                            
                            $
                            -Total
      assets
                            
                            $
                            15,889
                            
                            
                            $
                            -LIABILITIES
      AND STOCKHOLDERS' EQUITY / (DEFICIT)9/30/2008
                            
                            
                            6/30/2008(Unaudited)
                            
                            
                            (Audited)Current
      liabilitiesAccounts
      payable
                            
                            $
                            7,173
                            
                            
                            $
                            37,144Notes
      payable
                            
                            
                            -
                            
                            
                            
                            15,284Total
      liabilities
                            
                            
                            7,173
                            
                            
                            
                            52,428Stockholders'
      equity / (deficit)Common
      stock (par 0.000001, 100,000,000 shares authorized, and 47,864,883 issued
      and outstanding)
                            
                            
                            48
                            
                            
                            
                            14Additional
      paid in capital
                            
                            
                            141,601
                            
                            
                            
                            13,200Accumulated
      deficit during the development stage
                            
                            
                            (128,702
                            )
                            
                            
                            (65,642
                            )Subscription
      receivable
                            
                            
                            (4,231
                            )
                            
                            
                            -Total
      stockholders' equity / (deficit)
                            
                            
                            8,716
                            
                            
                            
                            (52,428
                            )Total
      liabilities and stockholders' equity / (deficit)
                            
                            $
                            15,889
                            
                            
                            $
                            -
 See
accompanying notes to the financial
statements.
  2
  INverso
Corp. and Subsidiary
 (A
Development Stage Company)
 Consolidated
Statements of Income
 For
the Periods Ended September 30, 2008 and 2007
 (Unaudited)
 
 Three
      Months Ended
                              
                              
                              Three
      Months Ended
                              
                              
                              From
      May 28, 2004
                                (Inception)
      ThroughSeptember
      30, 2008
                              
                              
                              September
      30, 2007
                              
                              
                              September
      30, 2008Revenue:Fees
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Expenses:Accounting
                              
                              
                              7,998
                              
                              
                              
                              4,617
                              
                              
                              
                              34,137Consulting
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              10,000Dues
      and subscriptions
                              
                              
                              -
                              
                              
                              
                              27
                              
                              
                              
                              853Finance
      charges
                              
                              
                              53,075
                              
                              
                              
                              -
                              
                              
                              
                              53,075Legal
                              
                              
                              1,987
                              
                              
                              
                              5,112
                              
                              
                              
                              28,551Postage
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2Printing
      & reproduction
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              3Taxes
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              18563,060
                              
                              
                              
                              9,756
                              
                              
                              
                              126,806Other
      income / (expense):Gain
      on sale of subsidiary
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              4,900Goodwill
      impairment
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (6,796
                              )Total
      other income / (expense)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (1,896
                              )Net
      Ioss
                              
                              $
                              (63,060
                              )
                              
                              $
                              (9,756
                              )
                              
                              $
                              (128,702
                              )Weighted
      average number of common shares outstanding
                              
                              
                              34,163,931
                              
                              
                              
                              13,500,000
                              
                              
                              
                              19,195,803Basic
      loss per common share
                              
                              $
                              (0.00
                              )
                              
                              $
                              (0.00
                              )
                              
                              $
                              (0.01
                              )
  See accompanying notes to the
financial statements.
  3
  INverso
Corp. & Subsidiary
 (A
Development Stage Company)
 Consolidated
Statement of Changes in Stockholders' Equity/(Deficit)
 For
the Period May 28, 2004 (Inception) to September 30, 2008
 (Unaudited)
  Common Stock
                                                                      
                                                                      
                                                                      Additional
                                                                        Paid-in
                                                                      
                                                                      
                                                                      Shares
                                                                        Held in
                                                                      
                                                                      
                                                                      Accumulated
                                                                      
                                                                      
                                                                      Subscription
                                                                      
                                                                      
                                                                      Total
                                                                        Stockholders'Shares
                                                                      
                                                                      
                                                                      Amount
                                                                      
                                                                      
                                                                      Capital
                                                                      
                                                                      
                                                                      Treasury
                                                                      
                                                                      
                                                                      Deficit
                                                                      
                                                                      
                                                                      Receivable
                                                                      
                                                                      
                                                                      Equity/(Deficit)May
      28, 2004 Stock
      issuance for
      cash
                                                                      
                                                                      
                                                                      22,000,000
                                                                      
                                                                      
                                                                      $
                                                                      22
                                                                      
                                                                      
                                                                      $
                                                                      78
                                                                      
                                                                      
                                                                      $
                                                                      -
                                                                      
                                                                      
                                                                      $
                                                                      
                                                                      
                                                                      
                                                                      $
                                                                      
                                                                      
                                                                      
                                                                      $
                                                                      100Net
      (loss) May
      28, 2004 (inception) to June 30,
      2004
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (1,244
                                                                      )
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (1,244
                                                                      )Balance,
      June 30, 2004
                                                                      
                                                                      
                                                                      22,000,000
                                                                      
                                                                      
                                                                      
                                                                      22
                                                                      
                                                                      
                                                                      
                                                                      78
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (1,244
                                                                      )
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (1,144
                                                                      )Net
      (loss) July
      1, 2004 to June 30,
      2005
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (1,370
                                                                      )
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (1,370
                                                                      )Balance,
      June 30, 2005
                                                                      
                                                                      
                                                                      22,000,000
                                                                      
                                                                      
                                                                      
                                                                      22
                                                                      
                                                                      
                                                                      
                                                                      78
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (2,614
                                                                      )
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (2,514
                                                                      )Net
      (loss) July
      1, 2005 to June 30,
      2006
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (500
                                                                      )
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (500
                                                                      )Balance,
      June 30, 2006
                                                                      
                                                                      
                                                                      22,000,000
                                                                      
                                                                      
                                                                      
                                                                      22
                                                                      
                                                                      
                                                                      
                                                                      78
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (3,114
                                                                      )
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (3,014
                                                                      )Issuance
      of common stock related to merger on September
      25, 2006
                                                                      
                                                                      
                                                                      11,500,000
                                                                      
                                                                      
                                                                      
                                                                      12
                                                                      
                                                                      
                                                                      
                                                                      29,988
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      30,000Purchase
      of treasury shares related to merger on September
      25, 2006
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      16,886
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (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
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (31,284
                                                                      )
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (31,284
                                                                      )Balance,
      June 30, 2007
                                                                      
                                                                      
                                                                      13,500,000
                                                                      -
                                                                      
                                                                      
                                                                      14
                                                                      -
                                                                      
                                                                      
                                                                      13,200
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      -
                                                                      
                                                                      
                                                                      (34,398
                                                                      )
                                                                      
                                                                      
                                                                      -
                                                                      -
                                                                      
                                                                      
                                                                      (21,184
                                                                      )Net
      (loss) July
      1, 2007to June 30,
      2008
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (31,244
                                                                      )
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (31,244
                                                                      )Balance,
      June 30, 2008
                                                                      
                                                                      
                                                                      13,500,000
                                                                      
                                                                      
                                                                      
                                                                      14
                                                                      
                                                                      
                                                                      
                                                                      13,200
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (65,642
                                                                      )
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (52,428
                                                                      )Issuance
      of common stock related to share exchange agreement on
      August 5,
      2008
                                                                      
                                                                      
                                                                      19,148,458
                                                                      
                                                                      
                                                                      
                                                                      19
                                                                      
                                                                      
                                                                      
                                                                      71,546
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      71,565Issuance
      of common stock for cash
      and subscription in August and September of
      2008
                                                                      
                                                                      
                                                                      15,216,425
                                                                      
                                                                      
                                                                      
                                                                      15
                                                                      
                                                                      
                                                                      
                                                                      56,855
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (4,231
                                                                      )
                                                                      
                                                                      
                                                                      52,639Net
      (loss) July
      1, 2008 to September 30,
      2008
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (63,060
                                                                      )
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      (63,060
                                                                      )Balance,
      September 30, 2008
                                                                      
                                                                      
                                                                      47,864,883
                                                                      
                                                                      
                                                                      $
                                                                      48
                                                                      
                                                                      
                                                                      $
                                                                      141,601
                                                                      
                                                                      
                                                                      $
                                                                      -
                                                                      
                                                                      
                                                                      $
                                                                      (128,702
                                                                      )
                                                                      
                                                                      $
                                                                      (4,231
                                                                      )
                                                                      
                                                                      $
                                                                      8,716
  See accompanying notes to the
financial statements.
  4
  INverso
Corp. & Subsidiary
 (A
Development Stage Company)
 Consolidated
Statements of Cash Flows
 For
the Periods Ended September 30, 2008 and 2007
 (Unaudited)
 
 Three
      Months
                          
                          
                          Three
      Months
                          
                          
                          From
      May 28, 2004
                            (Inception)Ended
                          
                          
                          Ended
                          
                          
                          ThroughSeptember
      30, 2008
                          
                          
                          September
      30, 2007
                          
                          
                          September
      30, 2008OPERATING
      ACTIVITIESNet
      loss
                          
                          $
                          (63,060
                          )
                          
                          $
                          (9,756
                          )
                          
                          $
                          (128,702
                          )Adjustment
      to reconcile net lossto
      net cash used in operations:Non-cash
      finance charge
                          
                          
                          53,075
                          
                          
                          
                          -
                          
                          
                          
                          53,075Goodwill
      impairment
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          6,796Change
      in accounts payable
                          
                          
                          (29,971
                          )
                          
                          
                          4,148
                          
                          
                          
                          7,173Net
      cash used in operating activities
                          
                          
                          (39,956
                          )
                          
                          
                          (5,608
                          )
                          
                          
                          (61,658
                          )INVESTING
      ACTIVITIESPurchase
      of goodwill related to merger on 9/25/06
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (6,796
                          )FINANCING
      ACTIVITIESChange
      in short-term notes payable
                          
                          
                          (15,284
                          )
                          
                          
                          1,000
                          
                          
                          
                          -Issuance
      of common stock
                          
                          
                          34
                          
                          
                          
                          -
                          
                          
                          
                          48Proceeds
      from paid in capital
                          
                          
                          52,605
                          
                          
                          
                          -
                          
                          
                          
                          82,691Accounts
      payable reduction for shares
                          
                          
                          18,490
                          
                          
                          
                          
                          
                          
                          
                          18,490Purchase
      of treasury shares
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (16,886
                          )Net
      cash provided by financing activities
                          
                          
                          55,845
                          
                          
                          
                          1,000
                          
                          
                          
                          84,343Net
      cash increase (decrease) for the period
                          
                          
                          15,889
                          
                          
                          
                          (4,608
                          )
                          
                          
                          15,889Cash
      at the beginning of period
                          
                          
                          -
                          
                          
                          
                          4,872
                          
                          
                          
                          -Cash
      at the end of period
                          
                          $
                          15,889
                          
                          
                          $
                          264
                          
                          
                          $
                          15,889
  See
accompanying notes to the financial
statements.
  5
  Notes
to Financial Statements
  1.
              Description of
      Business
  The consolidated financial statements
include the accounts of INverso Corp. (the “Company”), which is a Delaware
corporation and its wholly owned subsidiary, Genesi, Inc. (“Genesi”), which is
an Illinois corporation. The current plan for the Company is to elect to become
a Business Development Company.
  As of September 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 review are
the start-up costs of the Company. Therefore, the Company is considered to be in
the development stage.
  2.
              Summary of Significant Accounting
      Policies
  Basis of
accounting
  The Company’s policy is to prepare its
financial statements on the accrual basis of accounting in conformity with
generally accepted accounting principles in the United States of America (U.S.
GAAP).
  Cash and cash
equivalents
  The Company considers all highly liquid
investments, with a maturity of three months or less when purchased, to be cash
equivalents.
  Loss per
share
  Loss per share is computed by dividing
the net income by the weighted average number of common shares outstanding of
34,163,931 for the three months ended September 30, 2008, 13,500,000 for the
three months ended September 30, 2007, and 19,195,803 for the period from May
28, 2004 (inception) through September 30, 2008. There are no outstanding
derivatives as of September 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.
  6
  Income
taxes
  Deferred tax assets and liabilities are
computed based upon the difference between the financial statement and income
tax basis of assets and liabilities using the enacted marginal tax rate
applicable when the related asset or liability is expected to be realized or
settled. Deferred income tax expenses or benefits are based on the changes in
the asset or liability each period. If available evidence suggests that it is
more likely than not that some portion or all of the deferred tax assets will
not be realized, a valuation allowance is required to reduce the deferred tax
assets to the amount that is more likely than not to be realized. Future changes
in such valuation allowance are included in the provision for deferred income
taxes in the period of change.
  3.
              Going
    Concern
  Due to the development stage of the
Company and since there have been no revenues as of September 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.
  4.
              Notes
    Payable
  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.
  5.
              Related Party
      Transactions
  The Company issued 14,348,946 shares of
stock to TNG in exchange for $53,628, made up of cash of $34,113, release of a
note payable valued at $15,284, and a subscription receivable of $4,231. Randall
S. Goulding, the president of INverso, is the managing member of The Nutmeg
Group and owns 100% of the LLC.
  6.
              Significant
      Transactions
  On August 5, 2008, the Company entered
into a share exchange agreement with Genesi. The Company issued 19,148,458
shares, in exchange for 71,565 newly issued shares of Genesi. The value of the
shares was determined to be $71,565, the same price per share as the private
placement offering on August 6, 2008. INverso had owed Genesi $18,490, which was
eliminated in the transaction. 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.
  7
  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.
  7.
              Subsequent
      Events
  There are no material subsequent events
that have occurred since the date of the review.
  8
 
 ITEM
      2
              Managements
      Discussion and Analysis of Financial Condition and Results of
      Operations.
 
 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.
 
 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.
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. 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 will 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.
 
 Genesi,
Inc.
 
 The Company and Genesi, Inc., an
Illinois corporation (“Genesi”), signed a Share Exchange Agreement on
August 5, 2008, under which Genesi became the owner of 59% of the issued and
outstanding shares of common stock of the Company and the Company became
the owner of 50% of Genesi.
 
 Genesi was organized to become a
business development company.  Genesi has had no revenues, employees
or net income to date.  As of the date of the Share Exchange
Agreement, Genesi had spent the past eighteen months getting to know the
specifics of business development companies and the legal parameters of which
they operate. Genesi also paid certain bills of the Company, which helped the
Company to pursue its business plan.  Genesi had also cultivated a
relationship with a potential candidate for the services of the business
development company, which it planned to refer to the Company.  The
Company issued 19,148,458 shares common stock to Genesi in exchange for 71,565
shares of Genesi common stock.
  9
  Genesi is a company incorporated by
Randall S. Goulding, the Chief Executive Officer and Chairman of the
Company.  The three shareholders of Genesi include the Nutmeg Mercury
Fund, LLLP, a Minnesota Limited Liability Limited Partnership, Nutmeg Patriot
Fund, LLLP, an Illinois Limited Liability Limited Partnership and The Nutmeg
Group, LLC, a Minnesota Limited Liability Company.  All of these entities
are managed and controlled by Randall S. Goulding.
 
 ITEM
      3
              Quantitative
      and Qualitative Disclosures About Market
Risk
 
 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 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.
  10
 
 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.
 
 ITEM
      4T
              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 September 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 September 30, 2008, our disclosure controls and procedures
were not effective at the reasonable assurance level due to the material
weaknesses described below.
  11
 
 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 September 30, 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 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.
 
 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.  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.
 
 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.
  12
 
 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.
  13
  PART
II – OTHER INFORMATION
 
 ITEM
      1
              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
      1A
              Risk
      Factors
 
 As a
smaller reporting company, we are not required to provide the information
required by this Item.
 
 ITEM
      2
              Unregistered
      Sales of Equity Securities and Use of
Proceeds
 
 On August 5, 2008, the Company entered
into a share exchange agreement with Genesi, Inc., an Illinois corporation
(“Genesi”) managed and controlled by Randall S. Goulding, the Company’s sole
officer and director. 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.  The amount of $53,075 is the difference
between the $71,565 value of the newly issued shares of Genesi and the $18,490
amount owed to Genesi which was cancelled in the transaction.  Rather than
recording that amount as an asset on the Company’s books, the Company, in
consultation with its accountant, decided that a finance charge expense would be
the most appropriate treatment for that amount.The
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, and Genesi was a sophisticated investor and familiar with our
operations due to the related party nature of the transaction.
 
 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.  The issuances were exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, and the investors were
sophisticated investors, familiar with our operations.
 
 ITEM
      3
              Defaults
      Upon Senior Securities
 
 There
have been no events that are required to be reported under this
Item.
 
 ITEM
      4
              Submission
      of Matters to a Vote of Security
Holders
 
 There
have been no events that are required to be reported under this
Item.
 
 ITEM
      5
              Other
      Information
 
 There
have been no events that are required to be reported under this
Item.
  14
 
 ITEM
      6
                
                Exhibits3.1
      (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
      200232.2
                
                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.
  15
  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:  June
      30, 2009
                
                /s/
      Randall S. GouldingBy:
                Randall
      S. GouldingChief
      Executive Officer,
                  President,
      Chief FinancialOfficer,
      Principal Accounting
                  Officer,
      and Director
  16