UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





First
Amended Form 10-Q/A





(Mark
One)




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT
      OF 1934





For
the quarterly period ended March 31, 2009





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT
      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)





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 15, 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
                            
                            10PART
      IIITEM
      1
                            LEGAL
      PROCEEDINGS
                            
                            12ITEM 1A
                            RISK
      FACTORS
                            
                            12ITEM
      2
                            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                            
                            12ITEM
      3
                            DEFAULTS
      UPON SENIOR SECURITIES
                            
                            12ITEM
      4
                            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                            
                            12ITEM
      5
                            OTHER
      INFORMATION
                            
                            12ITEM
      6
                            EXHIBITS
                            
                            12











Explanatory
Note





INverso
Corp. has restated its Quarterly Report on Form 10-Q.  This Quarterly
Report is for the quarterly period ended March 31, 2009, and was originally
filed with the Commission on Form 10-Q on May 15, 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
First Amended Quarterly Report on Form 10-Q/A for the quarter ended March 31,
2009 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 March 31, 2009 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 our possible or assumed future results of operations
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.  Our 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 March 31, 2009 and June 30, 2008


(Unaudited)





ASSETS


3/31/2009
                    
                    
                    6/30/2008(Unaudited)
                    
                    
                    (Audited)Current
      assetsCash
                    
                    $
                    2,594
                    
                    
                    $
                    -Total
      assets
                    
                    $
                    2,594
                    
                    
                    $
                    -LIABILITIES
      AND STOCKHOLDERS' DEFICIT3/31/2009
                    
                    
                    6/30/2008(Unaudited)
                    
                    
                    (Audited)Current
      liabilitiesAccounts
      payable
                    
                    $
                    1,853
                    
                    
                    $
                    37,144Notes
      payable
                    
                    
                    18,000
                    
                    
                    
                    15,284Total
      liabilities
                    
                    
                    19,853
                    
                    
                    
                    52,428Stockholders'
      deficitCommon
      stock (par 0.000001, 100,000,000 shares authorized, and
      47,864,883 issued and outstanding)
                    
                    
                    48
                    
                    
                    
                    14Additional
      paid in capital
                    
                    
                    141,601
                    
                    
                    
                    13,200Accumulated
      deficit during the development stage
                    
                    
                    (154,677
                    )
                    
                    
                    (65,642
                    )Subscription
      receivable
                    
                    
                    (4,231
                    )
                    
                    
                    -Total
      stockholders' deficit
                    
                    
                    (17,259
                    )
                    
                    
                    (52,428
                    )Total
      liabilities and stockholders' deficit
                    
                    $
                    2,594
                    
                    
                    $
                    -




See
accompanying notes to the financial statements.





2





INverso
Corp. and Subsidiary


(A
Development Stage Company)


Consolidated
Statements of Income


For
the Periods Ended March 31, 2009 and 2008


(Unaudited)




From May 28,Three Months
                
                
                Three Months
                
                
                Nine Months
                
                
                Nine Months
                
                
                2004 (Inception)Ended
                
                
                Ended
                
                
                Ended
                
                
                Ended
                
                
                ThroughMarch 31, 2009
                
                
                March 31, 2008
                
                
                March 31, 2009
                
                
                March 31, 2008
                
                
                March 31, 2009Revenue:Fees
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Expenses:Accounting
                
                
                2,117
                
                
                
                3,780
                
                
                
                13,480
                
                
                
                13,189
                
                
                
                39,619Consulting
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                10,000Dues
      and subscriptions
                
                
                -
                
                
                
                350
                
                
                
                605
                
                
                
                377
                
                
                
                1,458Finance
      charges
                
                
                -
                
                
                
                -
                
                
                
                53,075
                
                
                
                -
                
                
                
                53,075Legal
                
                
                19,853
                
                
                
                2,340
                
                
                
                21,840
                
                
                
                8,964
                
                
                
                48,404Office
      expenses
                
                
                -
                
                
                
                -
                
                
                
                35
                
                
                
                -
                
                
                
                40Taxes
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                18521,970
                
                
                
                6,470
                
                
                
                89,035
                
                
                
                22,530
                
                
                
                152,781Other
      income / (expense):Gain
      on sale of subsidiary
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                4,900
                
                
                
                4,900Goodwill
      impairment
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (6,796
                )Total
      other income /(expense)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                4,900
                
                
                
                (1,896
                )Net
      Ioss
                
                $
                (21,970
                )
                
                $
                (6,470
                )
                
                $
                (89,035
                )
                
                $
                (17,630
                )
                
                $
                (154,677
                )Weighted
      average number of  common shares outstanding
                
                
                47,864,883
                
                
                
                13,500,000
                
                
                
                43,264,563
                
                
                
                13,500,000
                
                
                
                22,203,164Basis
      loss per common share
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.01
                )





See
accompanying notes to the financial statements.





3





INverso
Corp. and Subsidiary


(A
Development Stage Company)


Consolidated
Statements of Cash Flows


For
the Periods Ended March 31, 2009 and 2008


(Unaudited)





From May 28,Three Months
                
                
                Three Months
                
                
                Nine Months
                
                
                Nine Months
                
                
                2004 (Inception)Ended
                
                
                Ended
                
                
                Ended
                
                
                Ended
                
                
                ThroughMarch 31, 2009
                
                
                March 31, 2008
                
                
                March 31,
                  2009
                
                
                March 31, 2008
                
                
                March 31, 2009OPERATING
      ACTIVITIESNet
      loss
                
                $
                (21,970
                )
                
                $
                (6,470
                )
                
                $
                (89,035
                )
                
                $
                (17,630
                )
                
                $
                (154,677
                )Adjustment
      to reconcile net loss to net cash used in operations:Non-cash
      finance charge
                
                
                -
                
                
                
                -
                
                
                
                53,075
                
                
                
                -
                
                
                
                53,075Goodwill
      impairment
                
                
                -
                
                
                
                
                
                
                
                -
                
                
                
                -
                
                
                
                6,796Change
      in accounts payable
                
                
                1,505
                
                
                
                6,470
                
                
                
                (35,291
                )
                
                
                12,774
                
                
                
                1,853Net
      cash used in operating activities
                
                
                (20,465
                )
                
                
                -
                
                
                
                (71,251
                )
                
                
                (4,856
                )
                
                
                (92,953
                )INVESTING
      ACTIVITIESPurchase of goodwill
      related related to merger on 9/25/06
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (6,796
                )FINANCING
      ACTIVITIESChange
      in short-term notes payable
                
                
                18,000
                
                
                
                -
                
                
                
                2,716
                
                
                
                (16
                )
                
                
                18,000Issuance
      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
                
                
                18,000
                
                
                
                -
                
                
                
                73,845
                
                
                
                (16
                )
                
                
                102,343Net
      cash increase / (decrease) for the period
                
                
                (2,465
                )
                
                
                -
                
                
                
                2,594
                
                
                
                (4,872
                )
                
                
                2,594Cash
      at the beginning of period
                
                
                5,059
                
                
                
                -
                
                
                
                -
                
                
                
                4,872
                
                
                
                -Cash
      at the end of period
                
                $
                2,594
                
                
                $
                -
                
                
                $
                2,594
                
                
                $
                -
                
                
                $
                2,594




See
accompanying notes to the financial statements.





4





INverso
Corp. and Subsidiary


(A
Development Stage Company)


Consolidated
Statement of Changes in Stockholders’ Equity/(Deficit)


For
the Period May 28, 2004 (Inception) to March 31, 2009


(Unaudited)




TotalCommon Stock
                                        
                                        
                                        Additional
                                        
                                        
                                        Shares
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        Stockholders'Paid-in
                                        
                                        
                                        Held in
                                        
                                        
                                        Accumulated
                                        
                                        
                                        Subscription
                                        
                                        
                                        Equity/Shares
                                        
                                        
                                        Amount
                                        
                                        
                                        Capital
                                        
                                        
                                        Treasury
                                        
                                        
                                        Deficit
                                        
                                        
                                        Receivable
                                        
                                        
                                        (Deficit)May
      28, 2004Stock
      issuance for cash
                                        
                                        
                                        22,000,000
                                        
                                        
                                        $
                                        22
                                        
                                        
                                        $
                                        78
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        
                                        
                                        
                                        $
                                        
                                        
                                        
                                        $
                                        100Net
      (loss)May
      28, 2004 (inception) to June 30, 2004
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (1,244
                                        )
                                        
                                        
                                        
                                        
                                        
                                        
                                        (1,244
                                        )Balance,
      June 30, 2004
                                        
                                        
                                        22,000,000
                                        
                                        
                                        
                                        22
                                        
                                        
                                        
                                        78
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (1,244
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (1,144
                                        )Net
      (loss)July
      1, 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, 2007 to 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 March 31, 2009
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (89,035
                                        )
                                        
                                        
                                        
                                        
                                        
                                        
                                        (89,035
                                        )Balance,
      March 31, 2009
                                        
                                        
                                        47,864,883
                                        
                                        
                                        $
                                        48
                                        
                                        
                                        $
                                        141,601
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        (154,677
                                        )
                                        
                                        $
                                        (4,231
                                        )
                                        
                                        $
                                        (17,259
                                        )





See
accompanying notes to the financial statements.





5





INverso
Corp. and Subsidiary


Notes
to Financial Statements





1.
            Description of
      Business





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





As of
March 31, 2009, the Company has no inventory, property or
equipment.  Additionally, the Company has no revenue or cost of
sales.  The expenses incurred as of the date of the 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 47,864,883 for the three months ended March 31,
2009, 13,500,000 for the three months ended March 31, 2008, 43,264,563 for the
nine months ended March 31, 2009, 13,500,000 for the nine months ended March 31,
2008 and 22,203,164 for the period from May 28, 2004 (inception) through March
31, 2009.  There are no outstanding derivatives as of March 31, 2009
and therefore no adjustment for fully diluted weighted average number of common
shares outstanding.





Use of
estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from those
estimates.





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
March 31, 2009, there is substantial doubt as to the Company’s ability to
continue as a going concern.  In order to meet its upcoming and
continuing obligations, additional financing or new revenues will be
needed.  The financial statements do not include any adjustments that
might be necessary should the Company be unable to continue as a going
concern.





4.
            Notes
      Payable





The
Company has received money from investors that have been classified as
loans.  One loan was exchanged for common stock as part of the August
6, 2008 private placement.  This loan came from The Nutmeg Group, LLC
and its affiliates (“TNG”).  Randall S. Goulding, the president of
INverso, is the managing member of TNG and owns 100% of the LLC.  A
new loan came in on March 15, 2009.  The loan came from an investor
who also has an interest in becoming an officer of the Company.  It is
expected that stock will be issued to settle this loan, but the terms of the
investment have not been finalized.  No interest has been paid or
accrued.





5.
            Related Party
      Transactions





The
Company issued 14,348,946 shares of stock to TNG in exchange for $53,628, made
up of cash of $34,113, release of a note payable valued at $15,284, and a
subscription receivable of $4,231.  Randall S. Goulding, the 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.





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





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.  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 we are 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.





Our
management 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.





Results
of Operations for the Three Months Ended March 31, 2009 and 2008





We
generated no revenues during the three months ended March 31, 2009 and
2008.  We expect to have no revenues until such time as we find a new
business opportunity to pursue.





We had
expenses of $21,970 for the three months ended March 31, 2009, compared to
$6,470 for the three months ended March 31, 2008, an increase of $15,500 or 240%
from the prior period.  The increase in expenses was mainly due to
increased legal expenses, which expenses were not present during the prior
period.





We had a
net loss of $21,970 for the three months ended March 31, 2009, compared to a net
loss of $6,470 for the three months ended March 31, 2008, an increase in net
loss of $15,500 or 240% from the prior period.  The increase was
attributable to the increase in expenses, as described above.





Liquidity
and Capital Resources





We had
total assets, consisting solely of current assets of cash and cash equivalents
of $2,594 as of March 31, 2009.





We had
total liabilities consisting solely of current liabilities of $19,853 as of
March 31, 2009, which included $1,853 of accounts payable and $18,000 of notes
payable.





9





We had
net cash used in operating activities of $20,465 for the three months ended
March 31, 2009, which was due to $21,970 of net loss, partially offset by a
$1,505 increase in accounts payable.





We had
$18,000 of net cash provided by financing activities for the three months ended
March 31, 2009, which was due to $18,000 of proceeds from short term notes
payable.





ITEM
3               Quantitative
and Qualitative Disclosures About Market Risk





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





ITEM
      4T
            Controls
      and Procedures





We believe our disclosure
controls andprocedures 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 March 31, 2009, to ensure that information required
to be disclosed by us in the reports filed or submitted by us under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the Securities Exchange Commission’s rules and forms, including to
ensure that information required to be disclosed by us in the reports filed or
submitted by us under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial 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 March 31, 2009, 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 March 31, 2009, 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.





10





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.





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.





11




PART
II – OTHER INFORMATION
 
 ITEM
      1
              Legal
      Proceedings
 
 In the
ordinary course of business, we may be from time to time involved in various
pending or threatened legal actions.  The litigation process is
inherently uncertain and it is possible that the resolution of such matters
might have a material adverse effect upon our financial condition and/or results
of operations.  However, in the opinion of our management, matters
currently pending or threatened against us are not expected to have a material
adverse effect on our financial position or results of operations.
 
 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
 
 There
were no unregistered sales of equity securities by the Company during the three
month period ended March 31, 2009.
 
 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
 
 None.
 
 ITEM
      6
              Exhibits
 
 3.1
      (1)
              Certificate
      of Incorporation
 
 3.2
      (2)
              Bylaws
 
 31.1
                Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer
 
 31.2
                Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer
 
 32.1
                Chief
      Executive Officer Certification Pursuant to 18 USC, Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
 
 32.2
                Chief
      Financial Officer Certification Pursuant to 18 USC, Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
 
 (1)
              Incorporated
      by reference from our Current Report on Form 8-K, filed with the
      Commission on November 1, 2004.
 
 (2)
              Incorporated
      by reference from our Registration Statement on Form 10-SB, filed with the
      Commission on August 10,
2004.




12





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





13