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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-QSB**

** **

(Mark One)

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

For the quarterly period ended September 30, 2005

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission file number

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** **

** **

_____________**INverso Corp.**__________**___**

(Exact name of small business issuer as specified in its charter)

 
| Delaware                                                       | 34-1996527                           |
|----------------------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |

 

 **4201 Massachusetts Ave NW #8037C, Washington, DC 20016**

(Address of principal executive offices)            (Zip Code)

 

Issuer’s telephone number (**202** ) _**364-8395**_________________________

 

**                                                     None                                            **

(Former name, former address and former fiscal year, if changed since last report)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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[ ] 

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 22,000,000 shares of common stock without par value

 

Transitional Small Business Disclosure Format (Check one): Yes [ ] No[X] 

 

 

**Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.**

Page 1**Table of Contents******
Part I – Financial Information.... 3

Item 1. Financial Statements................. 3

Item 2. Management’s Discussion and Analysis.... 8

Item 3. Controls and Procedures................. 9

PART II........ 9

Item 1.  Legal Proceedings................ 9

Item 2.  Changes in Securities and Use of Proceeds.. 9

Item 3.  Defaults Upon Senior Securities.. 9

Item 4.  Submission of Matters to a Vote of Security Holders.... 9

Item 5.  Other Information................. 9

Item 6.  Exhibits and Reports on Form 8-K.9

 
Forward Looking Statements
In this filing references to "INverso," "we," "us," and "our" refer to INverso Corp. of Delaware.

This Form 10-QSB contains certain forward-looking statements.  For this purpose any statements contained in this Form 10-QSB that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate" or "continue" or comparable terminology are intended to identify forward-looking statements. By their nature these statements involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure by us to successfully develop business relationships or consummate a business transaction, as defined below.

 

Page 2**Part I – Financial Information**Item 1. Financial Statements.
INVERSO CORP. A DEVELOPMENT STAGE COMPANY BALANCE SHEET SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

**ASSETS**

CURRENT ASSETS:

September 30, 2005

September 30, 2004

           CASH

$   100

$   100

**TOTAL CURRENT ASSETS**

   100

   100

 

 

 

**TOAL ASSETS:**

$   100

$   100

**LIABILITIES AND STOCKHOLDERS' EQUITY**

CURRENT LIABILITIES:

 

 

           ACCOUNTS PAYABLE

$1,000

$0

**TOTAL CURRENT  LIABILITIES**

  1,000

  0

 

 

 

LONG-TERM DEBT, NET OF CURRENT PORTION:

 

 

           LOAN FROM SHAREHOLDERS

2,114

   1,244

**TOTAL LONG-TERM DEBT, NET OF CURRENT PORTION**

    1,614

  1,244

 

 

 

**STOCKHOLDERS' EQUITY:**

 

 

            COMMON STOCK, $0.000001 PAR VALUE; AUTHORIZED            100,000,000 SHARES; ISSUED AND OUTSTANDING:             22,000,000 SHARES @.000001

      22

       0

**           **PAID-IN CAPITAL

      78

    100

            ACCUMULATED DEFICIT DURING DEVELOPMENT

            STAGE

(3,114)

(1,244)

**TOTAL STOCKHOLDERS' EQUITY**

(3,014)

(1,144)

 

 

 

EARNINGS PER SHARE:

 

 

            NET LOSS OF -1,370 AND -1,244; 22,000,000             WEIGHTED AVERAGE NUMBER OF COMMON SHARES             OUTSTANDING

   (500)

(1,244)

            BASIC LOSS PER COMMON SHARE

$(0.000023)

$(0.000057)

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS**'** EQUITY

$  100

$  100

SEE ACCOMPANYING NOTES

Page 3INVERSO CORP. A DEVELOPMENT STAGE COMPANY STATEMENT OF INCOME PERIODS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004
**REVENUE**

**Three months through 9/30/2005**

**Three months through 9/30/2004**

INCOME

             0

             0

**TOTAL REVENUE**

             0

             0

 

 

 

**COST OF SALES**

             0

             0

 

 

 

**TOTAL COST OF SALES**

             0

             0

 

 

 

**GROSS PROFIT**

             0

             0

 

 

 

**EXPENSES**

 

 

ACCOUNTING

         500

             0

AUDIT

             0

             0

CORPORATE SEAL

             0

             0

DUES AND SUBSCRIPTIONS

             0

             0

FRANCHISE TAX

             0

             0

INCORPORATION

             0

             0

POSTAGE

             0

             0

PRINTING AND REPRODUCTION

             0

             0

STOCK CERTIFICATE

             0

             0

TAX

             0

             0

 

 

 

**TOTAL EXPENSES**

         500

             0

 

 

 

**NET INCOME**

         (500)

             0

 

 

 

 

SEE ACCOMPANYING NOTES

Page 4

 

 

 

INVERSO CORP. A DEVELOPMENT STAGE COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

 

 

Balance May 28, 2004

Common stock

 

 

 

  

 Shares

Amount

Paid In Capital

Retained Earnings

Total

Sale of Common Stock

22,000,000

22

78

 

100

Loss for Period

 

 

 

(1,244)

(1,244)

Balance June 30, 2004

22,000,000

22

78

(1,244)

(1,144)

Loss for Period

 

 

 

(1,370)

            

Balance June 30, 2005

22,000,000

22

78

(2,614)

(2,514)

Loss for Period

 

 

 

(500)

            

Balance September 30, 2005

22,000,000

22

78

(3,114)

(3,014)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SEE ACCOMPANYING NOTES

Page 5 INVERSO CORP. A DEVELOPMENT STAGE COMPANY AUDITED STATEMENT OF CASH FLOWS PERIODS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004
 

**Three months through 9/30/2005**

**Three months  through 9/30/2004**

**CASH FLOW FROM OPERATING ACTIVITIES**

 

 

NET INCOME

**        **(500)

**       **0

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES

 

 

ACCOUNTS PAYABLE

         0

        0

 

 

 

**TOTAL ADJUSTMENTS**

         0

        0

 

 

 

**NET CASH PROVIDED BY OPERATIONS**

         (500)

        0

 

 

 

**CASH FLOW FROM INVESTING ACTIVITIES**

 

 

USED FOR

         0

        0

 

 

 

**NET CASH USED IN INVESTING**

         0

        0

 

 

 

**CASH FLOWS USED IN FINANCING ACTIVITIES**

 

 

**PROCEEDS FROM:**

 

 

SHAREHOLDER'S LOAN

         500

        500

COMMON STOCK

         0

        0

 

 

 

**USED FOR:**

 

 

SHAREHOLDER'S LOAN

         0

        0

COMMON STOCK

         0

        0

 

 

 

**NET CASH PROVIDED BY FINANCING**

         500

        500

 

 

 

**NET INCREASE (DECREASE) IN CASH**

         0

        0

 

 

 

**SUMMARY**

 

 

CASH BALANCE AT END OF PERIOD

         100

        100

CASH BALANCE AT BEGINNING OF PERIOD

         0

        0

 

 

 

**NET INCREASE (DECREASE) IN CASH**

         0

        100

SEE ACCOMPANYING NOTES AND AUDITOR'S REPORT

Page 6

 

 

INverso Corp. (A Development Stage Company) Notes to Audited Financial Statements for the three months period ended September 30th, 2005

NOTE 1. Summary of significant Business and Accounting Policies

a. Organization

The Company started operating as a blank check company on May 28, 2004. On October 6, 2004, INverso Corp. (the “Company”) became a corporation by filing with the Delaware Secretary of State. The intent of the Company is to be a “blank check” company, or also referred to as a “shell” company. 

b. Cash

As of the Date of the Audit, the Company has one bank account.

c.    Inventory

As of the Date of the Audit, the Company has no Inventory.

d.    Property and Equipment

As of the Date of the Audit, the Company has no Property and Equipment.

e. Current Liabilities

As of the Date of the Audit, the Company has no Current Liabilities.

f. Long Term Liabilities

The Company's Long Term Liability of Shareholder's Loan represents the money loaned by the Shareholders to the Company for the start-up costs of the corporation. This loan is non-interest bearing.

g. Loss Per Share

Loss per share amounts are based on the weighted average shares outstanding of 22,000,000 as of September 30, 2005 and 22,000,000 as of September 30, 2004.

h. Reclassification

Reclassification of expenses and liabilities occurred at the data entry level due to the categories set up by the Shareholder's who submitted the information. It has no effect on the balance of any one total account.

NOTE 2. Capitalization

The Company has authorized the issuance of 100,000,000 shares of common stock having $0.000001 par value. Of those authorized, 22,000,000 have been issued and are outstanding.

NOTE 3. Statement of Income

As of the Date of the Audit, the Company has no Revenue or Cost of Sales. The expenses incurred as of the Date of the Audit are the start-up costs of the Company.

Page 7

 

 

NOTE 4. 

As of the Date of the Audit, the only activity affecting the Statement of Cash Flows were the start-up costs incurring the negative Net Income and the purchase of the Common Stock by the Shareholders giving the cash balance at the end of the period, as well as the ongoing costs of operating the blank check company. There are no payments for interest and income items.

NOTE 6. Going Concern

Due to the development stage of the Company and the substantial dependence on the success of a particular project, a “reverse merger”, the Company's chances for survival depend solely on the success of that “reverse merger”.

NOTE 7. Management Plans and Intentions (Unaudited)

As a “blank check” or “shell” company filing a Form 10-SB, the Company anticipates to engage in a reverse merger transaction with a private company, acquire assets or engage into other yet unspecified business or businesses. The term “reverse merger” refers to a transaction where a private company seeks public listing and becomes a publicly traded company.
Item 2. Management’s Discussion and Analysis.
We are a development-stage company with nominal assets only, and have had no operations since inception other than activities related to our formation and filing of registration statements. We have experienced operating losses since our inception and have not had any revenues.

We anticipate to continue to incur expenses in connection with required filings with the SEC, including accounting and audit fees and franchise taxes. We rely on the support of our shareholders, Mr. Serge Atlan and Mr. Thomas Kirchner, to advance these expenses on our behalf. We do not plan to raise additional capital through the sale of equity securities.

Our directors are seeking actively business transactions on our behalf. During the period covered by this report, discussions were held with several parties that expressed an interest in a reverse merger with INverso; on August 30, 2005, our management signed a merger agreement with a privately held company. However, the transaction never closed due to negligence by of one of the outside advisers involved. Currently, our management continues with negotiations with this private company about a Business Transaction, and expects to sign an agreement shortly after the filing of this form 10Q. Our management has agreed to keep the identity of the potential counterparty confidential until an agreement has been signed. We will make an announcement as soon as a Business Transaction has been consummated. There is no guaranty that a Business Transaction actually will be consummated, although our management believes that it is likely that a Business Transaction will occur between the parties. In the event that a business transaction is consummated, we expect to incur additional expenses related thereto. Our directors have no other business opportunity available to us at this time, but will seek suitable transactions in the future in the event that the contemplated transaction is not consummated. 
Results of Operations
During the three months from June 30th, 2004 through September 30th, 2005, we have had no 

Page 8

significant operations other than the filing of our quarterly report with the Securities and Exchange Commission. As a result of these operations we incurred a cumulative net loss of $3,144 since inception.

We are a “blank check” company, also often referred to as a “shell” company, whose purpose is to engage in a reverse merger transaction with a private company, acquire assets or engage into other yet unspecified business or businesses (a “Business Transaction”). Our business plan is to seek, investigate and, if such investigation warrants, acquire an interest in a business entity which desires to seek the perceived advantages of a corporation which has a class of securities registered under the Exchange Act. We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. 
Item 3. Controls and Procedures.
Our management believes that given our small size and limited operations, our disclosure controls and procedures are adequate and effective.
PART IIItem 1.  Legal Proceedings.
None.
Item 2.  Changes in Securities and Use of Proceeds.
None.
Item 3.  Defaults Upon Senior Securities.
None.
Item 4.  Submission of Matters to a Vote of Security Holders.
None.
Item 5.  Other Information.
None.
Item 6.  Exhibits and Reports on Form 8-K.
(a) Exhibit 31.1: Section 302 certification by Thomas Kirchner

Exhibit 31.2: Section 302 certification by Serge Atlan

Exhibit 32.1: Section 906 certification by Thomas Kirchner

Exhibit 32.2: Section 906 certification by Serge Atlan

(b) None.

Page 9

 

                              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 Corporation

 

                          By: /s/ SERGE ALTAN

                          Serge Atlan, Chairman

                          October 3, 2005

 

                         By: /s/ THOMAS KIRCHNER

                          Thomas Kirchner, President

                            October 3, 2005

Page 10