UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  
  FORM
10-Q
  
  x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the Quarterly and Six Month Period Ended:  October 31,
2008
   ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
      EXCHANGE ACT OF 1934
  For
the Transition Period from 
to
  Commission
File Number: 333-151435
  IVT
Software, Inc.
 (Exact
name of registrant as specified in its charter)
  
  
 Nevada
              8299
              74-3177586State
      or Other  Jurisdiction of
                Incorporation
      of  Organization)
              Primary
      Standard
                Industrial
      Code
              (I.R.S.
      Employer Identification No.)
 
  
 Martin
Schwartz, CEO
 196 North
Crest Place
 Lakewood,
NJ 08701
 Tel:  732-901-0566
 
 
 (Address
and Telephone Number of Registrants Principal Place of Business)
 
 
 (Issuer’s
telephone number, including area code)
  Former
name:
 (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 if 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
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes  x   No  
 ̈
  IVT
Software, Inc. had 12,919,167     shares of common stock
outstanding at December
1, 2008.
      1
  
 Table of
Contents
   IVT
Software, Inc.
    TABLE
OF CONTENTS
  PART I. FINANCIAL
    INFORMATIONItem 1.
              
              Financial
      Statements
              
              3Balance Sheets (unaudited)
      as ofOctober 31,
      2008 andApril 30,2008
              
              3Statements of Operations (unaudited) for thethree Month and six Month periods endingOctober
      31, 2008 and 2007
              
              4Statements
      of Stockholders Equity from March 15, 2006  (Date of
      Inception) to April  30, 2008 and for the Six month Ended
      October 31, 2008 (Unaudited)
              
              5Statements
      of Cash Flows (unaudited) for the six month period ended October 31, 2008
      and 2007
              
              6Notes to CondensedFinancial Statements
      (unaudited)
              
              7Item 2.
              
              Management’s Discussion and Analysis of
      Financial Condition and Results of Operations
              
              13Item 3.
              
              Qualitative and
      Quantitative Disclosures About Market Risk
              
              14Item 4.
              
              Controls and
      Procedures
              
              14PART II. OTHER INFORMATIONItem 1.
              
              Legal
      Proceedings
              
              15Item 1A.
              
              Risk
    Factors
              
              15Item 2.
              
              Defaults on Senior
      Securities
              
              20Item 3.
              
              Submission of Matters to a Vote
      of Security Holders
              
              20Item 4.
              
              Other
      Information
              
              20Item 6.
              
              Exhibits
              
              20
      2
     PART
1
  FINANCIAL
INFORMATION
    ITEM 1.
              FINANCIAL
      STATEMENTS
 
 The
financial statements of IVT Software, Inc. (A Development Stage Company) (the
“Company”), included herein were prepared, without audit, pursuant to rules and
regulations of the Securities and Exchange Commission. Because certain
information and notes normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America were condensed or omitted pursuant to such rules and regulations, these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the audited financial statements of the Company as
included in the Company’s Form S-1/A for the period ended April 30, 2008 and
2007.
   IVT
Software, Inc
 (A
Development Stage Company)
 Balance
Sheets
 
 October
      31,
                
                
                April
      30,ASSETS
                
                2008
                
                
                2008(Unaudited)Current
      AssetsCash
      and cash equivalents
                
                $
                10,103
                
                
                $
                23,731Total
      Current Assets
                
                
                10,103
                
                
                
                23,731Property
      & Equipment, net of Depreciation  (Note 4)
                
                
                827
                
                
                
                977IP
      Licensing Agreement, net of amortization (Note 5)
                
                
                825
                
                
                
                975Total
      Assets
                
                $
                11,755
                
                
                $
                25,683LIABILITIES AND
      STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESOfficer's
      Loan (Note 9)
                
                $
                1,050
                
                
                $
                1,050Accrued
      Expenses
                
                
                -
                
                
                
                7,500Total
      Current Liabilities
                
                
                1,050
                
                
                
                8,550COMMITMENTS
      AND CONTINGENCIES
                
                
                -
                
                
                
                -STOCKHOLDERS'
      EQUITY (Note 7)Preferred
      Stock  $0.0001 par value,authorized
      10,000,000 shares, none issued & outstanding
                
                
                -
                
                
                
                -Common
      stock, $0.0001 par value ,authorized
      200,000,000 shares; issued  &outstanding  12,919,167
      and 12,919,167 respectively
                
                
                1,291
                
                
                
                1,291Additional
      paid in capital
                
                
                69,984
                
                
                
                57,484Accumulated
      Deficit During the Developmental Stage
                
                
                (60,570
                )
                
                
                (41,642
                )Total
      Stockholders' Equity
                
                
                10,705
                
                
                
                17,133Total
      Liabilities and Stockholders' Equity
                
                $
                11,755
                
                
                $
                25,683
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
 3
 IVT
Software, Inc
 (A
Development Stage Company)
 Statements
of Operations
 
 
 For
      the PeriodMarch
      15,2006Three
      Months Ended
                
                
                Six
      Months Ended
                
                
                (Inception)
      toOctober
      31,
                
                
                October
      31,
                
                
                October
      31,2008
                
                
                2007
                
                
                2008
                
                
                2007
                
                
                2008(Unaudited)
                
                
                (Unaudited)
                
                
                (Unaudited)
                
                
                (Unaudited)
                
                
                (Unaudited)REVENUES
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -OPERATING
      EXPENSESGeneral
      and administrative
                
                
                3,684
                
                
                
                150
                
                
                
                13,628
                
                
                
                570
                
                
                
                16,720Officer's
      Compensation & Rent
                
                
                6,500
                
                
                
                6,000
                
                
                
                12,500
                
                
                
                12,000
                
                
                
                42,500Depreciation
      & Amortization
                
                
                150
                
                
                
                150
                
                
                
                300
                
                
                
                300
                
                
                
                1,350Total
      operating expenses
                
                
                10,334
                
                
                
                6,300
                
                
                
                26,428
                
                
                
                12,870
                
                
                
                60,570Income
      (loss) from operations
                
                
                (10,334
                )
                
                
                (6,300
                )
                
                
                (26,428
                )
                
                
                (12,870
                )
                
                
                (60,570
                )Provision
      for Income Tax
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -NET
      INCOME (LOSS)
                
                $
                (10,334
                )
                
                $
                (6,300
                )
                
                $
                (26,428
                )
                
                $
                (12,870
                )
                
                $
                (60,570
                )INCOME
      (LOSS) PER COMMON SHAREBasic
      and Diluted
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
                
                
                12,919,167
                
                
                
                12,000,000
                
                
                
                12,919,167
                
                
                
                12,000,000
 
 
 
 
 
  The
accompanying notes are an integral part of these financial
statements.
 
  4
   IVT
Software, Inc
 (A
Development Stage Company)
 Statements
of Changes in Stockholder’s Equity
   
 Common
      Stock
                
                
                Additional
                
                
                
                
                
                Total$0.0001
      Par Value
                
                
                Paid
      in
                
                
                Accumulated
                
                
                Shareholders'Shares
                
                
                Amount
                
                
                Capital
                
                
                Deficit
                
                
                Equity
      (Deficit)Inception
      March 15, 2006
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Net
      Income(loss) for period March 15, 2006(inception)
      to April 30, 2006
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Balance
      as of April 30, 2006
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Common
      Shares issued tofounder
      in May  2006
                
                
                12,000,000
                
                
                
                1,200
                
                
                
                -
                
                
                
                -
                
                
                
                1,200Officer's
      Compensation credited to additionalpaid
      in capital in April 2007
                
                
                -
                
                
                
                -
                
                
                
                5,000
                
                
                
                -
                
                
                
                5,000Rent
      credited to Additional paid in capital
                
                
                -
                
                
                
                -
                
                
                
                1,000
                
                
                
                -
                
                
                
                1,000in
      April 2007Net
      Loss as of April 30, 2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (8,487
                )
                
                
                (8,487
                )Balance
      as of April 30, 2007
                
                
                12,000,000
                
                
                
                1,200
                
                
                
                6,000
                
                
                
                (8,487
                )
                
                
                (1,287
                )Common
      shares issued for cashin
      Private Placement in Feb 2008
                
                
                919,167
                
                
                
                91
                
                
                
                27,484
                
                
                
                -
                
                
                
                27,575Officer's
      Compensation credited to additionalpaid
      in capital in April 2008
                
                
                -
                
                
                
                -
                
                
                
                20,000
                
                
                
                -
                
                
                
                20,000Rent
      credited to Additional paid in capital
                
                
                -
                
                
                
                -
                
                
                
                4,000
                
                
                
                -
                
                
                
                4,000Net
      Loss for the year
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (33,155
                )
                
                
                (33,155
                )Balance
      as of April 30, 2008
                
                
                12,919,167
                
                
                
                1,291
                
                
                
                57,484
                
                
                
                (41,642
                )
                
                
                17,133Officer's
      Compensation Creditedto
      Additional Paid in Capital
                
                
                -
                
                
                
                -
                
                
                
                10,000
                
                
                
                -
                
                
                
                10,000Rent
      credited to Additional paid in capital
                
                
                -
                
                
                
                -
                
                
                
                2,500
                
                
                
                -
                
                
                
                2,500Net
      Loss for the six months ended October 31, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (18,928
                )
                
                
                (18,928
                )Balance
      as of October 31, 2008
                
                
                12,919,167
                
                
                $
                1,291
                
                
                $
                69,984
                
                
                $
                (60,570
                )
                
                $
                10,705
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
 
 
 
 
 
  5
   
 IVT
Software, Inc
 (A
Development Stage Company)
 Statements
of Cash Flows
 
 
 For
      the PeriodMarch
      15,2006Six
      Months Ended
                
                
                (Inception)
      toOctober
      31,
                
                
                October
      31,2008
                
                
                2007
                
                
                2008(Unaudited)
                
                
                (Unaudited)
                
                
                (Unaudited)Cash
      flows from operating activitiesNet
      Income (loss)
                
                $
                (26,428
                )
                
                $
                (12,870
                )
                
                $
                (60,570
                )Officers
      compensation and rentcharged
      to paid in capital
                
                
                12,500
                
                
                
                12,000
                
                
                
                42,500Depreciation
      & Amortization
                
                
                300
                
                
                
                300
                
                
                
                1,350Net
      cash provided ( used)  in operating activities
                
                
                (13,628
                )
                
                
                (570
                )
                
                
                (16,720
                )Cash
      flows from investing activitiesLicensing
      Agreement
                
                
                -
                
                
                
                -
                
                
                
                (1,500
                )Property
      & Equipment
                
                
                -
                
                
                
                -
                
                
                
                (1,502
                )Net
      cash provided (used) in investing  activities
                
                
                -
                
                
                
                -
                
                
                
                (3,002
                )Cash
      flows from financing activitiesOfficer's
      Loan
                
                
                -
                
                
                
                -
                
                
                
                1,050Issuance
      of Shares for Officer
                
                
                -
                
                
                
                -
                
                
                
                1,200Sale
      of Common Stock With Warrants
                
                
                -
                
                
                
                -
                
                
                
                27,575Net
      cash provided (used)  by financing activities
                
                
                -
                
                
                
                -
                
                
                
                29,825Net
      increase (decrease ) in cash
                
                
                (13,628
                )
                
                
                (570
                )
                
                
                10,103Cash
      and cash equivalents, beginning of period
                
                
                23,731
                
                
                
                13,136
                
                
                
                -Cash
      and cash equivalents, end of period
                
                $
                10,103
                
                
                $
                12,566
                
                
                $
                10,103
 
 
  
 
 The
accompanying notes are an integral part of these financial
statements.
  6
   IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2008
 (unaudited)
 
 
 NOTE
1 – GENERAL ORGANIZATION AND BUSINESS
 
 IVT
Software, Inc.   (A Development Stage Company) was incorporated on
March 15, 2006 under the laws of the State of Nevada.  The Company
currently has no operations and in accordance with SFAS #7 is considered to be
in the development stage.
 
 NOTE
2 – GOING CONCERN
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company has no established
source of revenue.  This raises substantial doubt about the Company’s
ability to continue as a going concern.  Without realization of
additional capital, it would be unlikely for the Company to continue as a going
concern.  The financial statements do not include any adjustments that
might result from this uncertainty.
  The
Company’s activities to date have been supported by equity
financing.  It has sustained loss of $60,569 from inception
to October 31, 2008. Management plans to seek funding from its shareholders
and other qualified investors to pursue its business plan.  In the
alternative, the Company may be amenable to a sale, merger or other
acquisition in the event such transaction is deemed by management to be in
the best interests of the shareholders.
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Accounting
Basis
 
 These
financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.
 
 Fiscal
Year
 
 The
Company has chosen April 30, as its fiscal year end.
 
 Cash and Cash
Equivalents
 
 For the
purpose of the statements of cash flows, cash equivalents include all highly
liquid investments with maturity of three months or less.
 
 Property andEquipment
 
 Depreciation
and amortization are recognized principally on the straight line method in
amounts adequate to amortize costs over the estimated useful lives of the
respective assets.  The estimated useful life of equipment is five
years.
 
 Stock Based
Compensation
  In
December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which
replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R),
companies are required to measure the compensation costs of share-based
compensation arrangements based on the grant-date fair value and recognize the
costs in the financial statements over the period during which employees are
required to provide services. Share-based compensation arrangements include
stock options, restricted share plans, performance-based awards, share
appreciation rights and employee share purchase plans. In March 2005 the SEC
issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views
of the staff regarding the interaction between SFAS No. 123(R) and certain SEC
rules and regulations and provides the staff’s views regarding the valuation of
share-based payment arrangements for public companies. SFAS No. 123(R) permits
public companies to adopt its requirements using one of two
methods.
 
 
 
 
 7
 
 
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2008
 (unaudited)
 
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 On April
14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS
123R. Companies may elect to apply this statement either prospectively, or on a
modified version of retrospective application under which financial statements
for prior periods are adjusted on a basis consistent with the pro forma
disclosures required for those periods under SFAS 123. Effective January 1,
2006, the Company has fully adopted the provisions of SFAS No. 123R and related
interpretations as provided by SAB 107. As such, compensation cost is measured
on the date of grant at their fair value. Such compensation amounts, if any, are
amortized over the respective vesting periods of the option grant. The Company
applies this statement prospectively.
 
 Dividends
 
 The
Company has not adopted any policy regarding payment of dividends. No dividends
have been paid during the periods shown.
 
 Income
Taxes
 
 The
Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, “Accounting for Income Taxes;” SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.
 
 SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.  No provision
for income taxes is included in the financials statements due to its immaterial
amount.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
 
 Net Income (Loss) per Common
Share
 
 Net
income (loss) per common share is computed based on the weighted average number
of common shares outstanding and common stock equivalents, if not
anti-dilutive.  The Company has not issued any potentially dilutive
securities.
 
 Revenue and Cost
Recognition
 
 The
Company has generated no revenues to date.  The Company plans to
recognize revenue on arrangements in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial
Statements” and SAB No. 104, “Revenue Recognition”. In all cases, revenue is
recognized only when the price is fixed or determinable, persuasive evidence of
an arrangement exists, the service is performed and collectibles is reasonably
assured.   The Company will recognize revenues from the sale of
its tutorial CD’s and for its tutorial course memberships after the sale has
been made, payment has been received and the CD or access to the learning
infrastructure has been delivered to the buyer.
 
 Intellectual
Properties
 
 The
Company has adopted the provisions of Emerging Issues Task Force 00-2,
“Accounting for Web Site Development Costs.” Costs incurred in the planning
stage of a website are expensed as research and development while costs incurred
in the development stage are capitalized and amortized over the life of the
asset, estimated to be five years. Expenses subsequent to the launch will be
expensed as research and development expenses. The Company will expense upgrades
and revisions to its website as incurred.  The Company incurred no
costs for research and development during fiscal 2008.  The Company is in
the process of completing its website.  Once the website is fully
operational this asset will be amortized over a sixty month
period.
 
 
 
 
  8
  IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2008
 (unaudited)
 
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Impairment of Long-Lived
Assets
 
 In
accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", the Company
periodically reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may not
be fully recoverable. The Company recognizes an impairment loss when the sum of
expected undiscounted future cash flows is less than the carrying amount of the
asset. The amount of impairment is measured as the difference between the
asset's estimated fair value and its book value. The Company did not record any
impairment charges during the years ended April 30, 2008 and 2007.
  Recently Adopted Accounting
Principles
  In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157, "Fair Value
Measurements".  SFAS No. 157 defines fair value, establishes a
framework and gives guidance regarding the methods used for measuring fair
value, and expands disclosures about fair value measurements.  In February
2008, the FASB issued FASB Staff Position 157-1, "Application of FASB Statement No.
157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement
under Statement 13" ("FSP 157-1") and FASB Staff Position 157-2, "Effective Date of FASB Statement
No. 157" ("FSP 157-2").  FSP 157-1 amends SFAS No. 157 to remove
certain leasing transactions from its scope.  FSP 157-2 delays the
effective date of SFAS No. 157 for all non-financial assets and non-financial
liabilities, except for items that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually), until fiscal
years beginning after November 15, 2008.  SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years.  The Company adopted SFAS
No. 157 effective January 1, 2008 for all financial assets and liabilities as
required.  The adoption of SFAS No. 157 was not material to the Company's
financial statements or results of operations.
 
 In
February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159 (“SFAS 159”), The Fair Value Option for
Financial Assets and Financial Liabilities – including an amendment of FASB
Statement No. 115. This Statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007.
The adoption of this statement is not expected to have a material effect on the
Company’s financial statements.
 
 Recent Accounting
Pronouncements
  On
December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in
Consolidated Financial Statements(SFAS No. 160). SFAS No. 160 requires
all entities to report noncontrolling (minority) interests in subsidiaries as
equity in the consolidated financial statements. The statement establishes a
single method of accounting for changes in a parent’s ownership interest in a
subsidiary that do not result in deconsolidation and expands disclosures in the
consolidated financial statements. SFAS No. 160 is effective for fiscal years
beginning after December 15, 2008 and interim periods within those fiscal years.
We have not yet determined the impact of the adoption of SFAS No. 160 on our
financial statements and footnote disclosures.
 
 On
December 4, 2007, the FASB issued SFAS No.141R, Business Combinations (SFAS
No. 141R). SFAS No. 141R requires the acquiring entity in a business combination
to recognize all the assets acquired and liabilities assumed, establishes the
acquisition date fair value as the measurement objective for all assets acquired
and liabilities assumed, and requires the acquirer to expand disclosures about
the nature and financial effect of the business combination. SFAS No. 141R is
effective for business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. We have not yet determined the impact of the adoption of SFAS
No. 141R on our financial statements and footnote disclosures.
 
 
 
 9
 
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2008
 (unaudited)
 
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities” (“SFAS 161”). This statement requires companies to
provide enhanced disclosures about (a) how and why they use derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect a company’s financial
position, financial performance, and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company is currently evaluating the impact of adopting
SFAS No. 161 on its financial statements.
 
 In April
2008, the FASB issued Staff Position FAS 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity
should consider in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible
Assets” (“FAS No. 142”).  FSP FAS 142-3 applies to intangible assets
that are acquired individually or with a group of assets and intangible assets
acquired in both business combinations and asset acquisitions.  It removes
a provision under FAS No. 142, requiring an entity to consider whether a
contractual renewal or extension clause can be accomplished without substantial
cost or material modifications of the existing terms and conditions associated
with the asset.  Instead, FSP FAS 142-3 requires that an entity consider
its own experience in renewing similar arrangements.  An entity would
consider market participant assumptions regarding renewal if no such relevant
experience exists.  FSP FAS 142-3 is effective for year ends beginning
after December 15, 2008 with early adoption prohibited.  We have not yet
determined the effect, if any, of the adoption of this statement on our
financial condition or results of operations.
 
 In
June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities”
(“FSP EITF 03-6-1”).  FSP EITF 03-6-1 concludes that unvested share-based
payment awards that contain rights to receive non-forfeitable dividends or
dividend equivalents are participating securities, and thus, should be included
in the two-class method of computing earnings per share (“EPS”).  FSP EITF
03-6-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those years.  Early application of EITF 03-6-1 is
prohibited.  It also requires that all prior-period EPS data be adjusted
retrospectively.  We have not yet determined the effect, if any, of the
adoption of this statement on our financial condition or results of
operations.
 
 NOTE
4 – PROPERTY AND EQUIPMENT
 
 Property
and equipment consists of the following:
 October
      31, 2008
                
                
                April
      30, 2008Equipment
                
                $
                1502
                
                
                $
                1502Less:
      Accumulated Amortization
                
                
                (675
                )
                
                
                (525
                )Total
                
                $
                827
                
                
                $
                977
 
 Property
and equipment are recorded at cost and depreciated over a straight-line basis.
The depreciation expense for the six month period ended October 31, 2008 and the
year ended April 30, 2008 was $150 and $300 respectively.
 
 NOTE
5 – INTANGIBLE ASSETS
 
 Intangible
asset consists of the following:
 October
      31, 2008
                
                
                April
      30, 2008IP
      Licensing Agreement
                
                $
                1500
                
                
                $
                1500Less:
      Accumulated Amortization
                
                
                (675
                )
                
                
                (525
                )Total
                
                $
                825
                
                
                $
                975
 
 Intangible
assets consist of license agreements which are recorded at cost and amortized
over a straight-line basis. The amortization expense for the six month period
ended October 31, 2008 and the year ended April 30, 2008 was $150 and $300
respectively.
 
 
 10
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2008
 (unaudited)
 
 
 NOTE
6 – OFFICERS’ COMPENSATION
 
 The
officer has taken no actual compensation since inception. For financial
statement purposes on the Statement of Operations officer's compensation has
been charged in the amount of $5,000 for the three months
ended   October 31, 2008 and 2007 respectively and $10,000 for
the six month period ended October 31, 2008 and 2007
respectively.   Additional Paid in Capital has been credited for
the corresponding amount in each of the years, respectively.
 
 NOTE
7 – STOCKHOLDERS’ EQUITY
 
 The
Company’s authorized capital stock consists of 200,000,000 shares of common
stock, par value of $0.0001 and 10,000,000 shares of preferred, par value of
$0.0001.
 
 In May
2006 the Company issued 12,000,000 common shares to its founders at $0.0001 par
value for an aggregate of $1,200.
 
 In March
2008 the Company completed a Regulation D Rule 506 offering and sold
a total of 919,167 shares of our Common Stock par value $0.0001 to the
34 shareholders at $0.03 per share.  For each share
purchased, subscribers received two (2) Class A common stock purchase warrants
exercisable at $0.50, and two (2) Class  B common stock purchase
warrants exercisable at $1.00 and two (2) Class C common stock purchase warrant
exercisable at $1.50. Total proceeds generated from the sale of the shares
amounted to $27,575.
 
 Each
Warrant is exercisable into one share of Common Stock.  The Company
has the option to "call" all the Warrants presently outstanding (the "Warrant
Call").  The Company may exercise the Warrant Call by giving to each
Warrant Holder a written notice of call (the "Call Notice") during the period in
which the Warrant may be exercised. The Warrant Holders shall exercise their
Warrant rights and purchase the Warrant Shares and pay for the Warrant Shares
within fourteen (14) business days of the date of the Call Notice. Thereafter,
the Warrants will no longer be exercisable.
 
 Although
Registration Rights have been granted for the Common Shares underlying the
Warrants, the warrants do not impose a Penalty in the Event the Registration is
Not Deemed Effective by the SEC.
 
 On June
25, 2008, the Company elected to exercise its "Warrant Call", by providing its
"Notice of Call" via certified mail, to all Series A, Series B and Series C
warrant holders.
 
 The
warrants contained a Call provision as follows:
 
 (a)
The Company shall exercise the Warrant Call by giving to each Warrant Holder a
written notice of call (the "Call Notice") at any time   prior to
the Expiration Date.
 
 (b)
The Warrant Holders shall exercise their Warrant rights
and   purchase the appropriate number of shares of Common Stock
and pay for same all within 10 business days of the date of the Call Notice. Any
Warrants which are Called and not exercised during such 10 business day period
shall thereafter not be exercisable.
 
 All
notices and other communications from the Company to the holder of this Warrant
shall be mailed by first class registered or certified mail, postage prepaid, at
such address as may have been furnished to the Company in writing by such holder
or, until any such holder furnishes to the Company an address, then to, and at
the address of, the last holder of this Warrant who has so furnished an address
to the Company.
 
 None of
the warrant holders exercised their warrants; consequently, all of the warrants
have been cancelled.
 
 
 
 
 11
 
 
 
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2008
 (unaudited)
 
 
 NOTE
7 – STOCKHOLDERS’ EQUITY (continued)
 
 The
Company paid no salary or rent. For financial statement purposes officer
compensation in the amount of $5,000 and rent in the amount of $1,500 has been
charged on the statement of operations and a corresponding amount was credited
as additional paid in capital during the three months ended October 31, 2008,
and $5,000 and $1,000 has been charged to Officer's compensation and rent
respectively for the three months ended October 31, 2008. The corresponding
amounts being credited to additional paid in capital during the three
months ended October 31, 2008.
 
 No
preferred shares have been issued. It is within the discretion of the Board of
Directors to determine the preferences of the preferred stock.  The
Company has not yet determined the preferences of the preferred
stock.
 
 NOTE
8 – ACCOUNTING FOR WARRANTS AND DERIVATIVE INSTRUMENTS
 
 Emerging
Issues Task Force issue EITF 00-19 “Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock,”
(“EITF No. 00-19”) requires freestanding contracts that are settled in a
company's own stock to be designated as an equity instrument, asset or a
liability. In accordance with EITF No. 00-19, the Company determined that the
warrants issued in connection with the Common Shares sold to its shareholders
should not be classified as a derivative liability due to the fact that the
Registration Rights Agreement specifically states that in the event the SEC
fails to declare the registration statement effective, the Company has no
liability to the warrant holders and has no obligation to pay any
penalties.  Furthermore, the Company evaluated the Class A and Class B
Warrants and Class C Warrants to determine if the embedded conversion options
were derivatives pursuant to SFAS 133 and related interpretations including EITF
00-19. The Company determined that the embedded conversion options are not
derivatives because the company is not currently publicly traded and the
underlying shares are not easily convertible to cash. Furthermore, the Class A
warrants are exercisable @ $0.50 per share which is above the offering price of
$0.03 for the common shares by a factor of 16.66 and the Class B Warrants are
exercisable @ $1.00 which is above the offering price of the common shares by a
factor of 33.33, and Class C Warrants are exercisable @$1.50 which is above the
offering price of the common shares by a factor of 50.  The company
therefore determined that the warrants have no intrinsic value.
 
 NOTE
9 – RELATED PARTY TRANSACTIONS
 
 The
Principal Officer of the Company, Martin Schwartz received 12,000,000 shares of
common stock with a fair value of $1,200.
 
 Short
term funds amounting to $1,675 had been advanced by the CEO, Mr. Martin
Schwartz, interest free, during the period ending March 31, 2007 of which $625
had been repaid during this period.  As of the period ending October
31, 2008 Mr. Schwartz is owed $1,050.
 
 NOTE
10 – COMMITMENTS AND CONTINGENCIES
 
 The
Company is occupying the premises of its President rent-free. For financial
statement purposes rent expense has been charged $2,500 for the six month period
ended October 31, 2008 and $2,000 for the six month period ended October 31,
2007.  Additional paid in capital has been credited in each of the
respective periods,   and from inception to date respectively for
the rent expense.
 
 
 
 
 12
   Item 2.  Management Discussion
and Analysis:  Plan of Operations.




Plan
of Operation
 
 We plan
two phases of operations.  Phase 1 involves the activities related
the  implementation of our website for the purpose of selling the
tutorial CD'S and also for the development of our online learning infrastructure
which will enable a user to pay a membership fee and access our study guides on
line.    Phase II centers around expanding our services
through aggressive marketing, which will require that we raise additional funds
to recruit key personnel and for new product development and for conducting an
aggressive marketing campaign to attract clients who will purchase our CD'S and
or memberships to our learning infrastructure.  Phase II also involves
acquiring additional licensing agreements for tutorials covering a larger
segment of the tutorial market place, and also the in house development of
educational videos and CD'S for the autism and special education market
place
 
 
 Phase
#1 of our Operations:
 
 During
the next twelve months, we expect to take the following steps in connection with
the development of our business and the implementation of our plan of operations
for Phase I which is based on our currently available budget, prior to raising
additional funds.
 
 ·
                Implementing
      Phase I of our Website www.computertutorialcds.com for online purchasing
      of our tutorials.·
                Implementing
      Phase 2 of our Website www.computertutorialcds.com for membership to
      course studies program
 
 
 ·
                Planning
      our Marketing Strategy
 
 
 ·
                Website
      Optimization·
                We
      anticipate that we will be ready to launch phase I of our website July 15,
      2008.  This will enable the sale of our CD'S on our website with
      payment through papal or credit cards.·
                We
      anticipate that we will be ready to launch phase II of our website
      September 15, 2008.  This will enable a user to log on to
      our  website and  access the tutorials on line for a
      membership fee, and learn the tutorials at their own pace using our
      learning application infrastructure at our domain
  location.·
                Beginning
      in October 2008, we plan to begin initiating our Affiliate Program which
      is designed to attract affiliates who will be linking to our website from
      their respective websites and receive commission on each sale of our
      tutorials and/ or memberships.
 
 
 Marketing
and Website Optimization
 
 ·
                Beginning
      in November 2008, we plan to pursue search engine placement, as part of
      our marketing and branding program. Our objective is to optimize the
      website for priority search engine placement, in order to increase the
      number of links to the site.  We believe we can receive improved
      search results and search engine saturation, which in turn directs more
      traffic to our website, from prospective affiliates as well as
      prospective clients.   We are budgeting $2,000 for website
      optimization during the next 12
months.
 
  Because
of uncertainties surrounding our development and limited operating history, we
anticipate incurring development stage losses in the foreseeable future. Our
ability to achieve our business objectives is contingent upon our success in
raising additional capital until adequate revenues are realized from
operations.  If we are unable to market our tutorials effectively, we
may have to suspend or cease our efforts.  If we cease our previously
stated efforts, we do not have plans to pursue other business
opportunities.
  Within 30
days of effectiveness of this prospectus we plan to seek a listing for a
quotation on the NASD OTC Bulletin Board. At such time we also plan to begin
discussions with various funding sources to facilitate our efforts to raise
additional funds.
 
 Within 30
days after our stock is listed on the OTC Bulletin Board, we plan to begin
to identify funding options to raise additional capital for the company and key
geographic markets to target during our first phase of operations. We intend to
seek funding options in the form of equity or debt financing. To date, we have
had no preliminary discussions with any group regarding such financing.
Searching for capital will likely be an ongoing process even if we raise an
initial amount of funds.  We plan to utilize any funds raised to our
ongoing operations and marketing campaign as well as expansion.
   13
 
 Phase
II of our Plan of Operations:
 
 Phase II
centers around expanding our services through aggressive marketing, which will
require that we raise additional funds to recruit key personnel and for
conducting an aggressive marketing campaign to attract clients who will purchase
our CD'S and or memberships to our learning infrastructure.  Phase II
also involves acquiring additional licensing agreements for tutorials covering a
larger segment of the tutorial market place, and also the in house development
of educational videos and CD'S for the autism and special education market
place     For executing Phase II of our operations, we will
need to raise substantial funds in order to launch a broad marketing campaign to
attract clients for our products and services in order to become a viable
business.    We cannot offer assurances that any additional funds
will be raised when we require them or that we will be able to raise funds on
suitable terms. Failure to obtain such financing when needed could delay or
prevent our planned development and our marketing effort which is necessary for
our business to become viable.  If we do not become a viable business
we will be forced to cease operations.
 
 We will
seek to raise $500,000 $850,000 to fund our Phase II of our Plan of
Operations.
 
 All of
the activities discussed below are contingent upon our success in raising the
requisite additional capital to execute the second phase of our
operations.  If we are unsuccessful in raising additional capital, we
will have insufficient funds to continue our business and will likely need to
cease operations.
 
 Provided
we are successful in raising funds for Phase II, within 30 days following
receipt of funds, we plan to hire a Chief Operations Officer as well as a
Marketing Officer to assist us with our business operations.  We
anticipate the cost of these two key management positions will be approximately
$120,000 per annum plus restricted stock and stock options.
 
 For Phase
II plan of operations, we plan in -house development of educational videos for
the autistic and learning disabled market place.   We plan to
hire two computer programmers and an expert in the learning disabled field to
coordinate a series of educational videos and CD'S for this specialized market
at an annual payroll cost of $225,000.  We plan to market these videos
through the Board of Education Special Education programs, community
organizations, and through our website.  We plan to budget $25,000 to
market these videos and raise awareness in the special education market
place.
 
 We plan
to budget $35,000 for administrative expenses, $50,000 for public relations and
marketing of our tutorials $25,000 to obtain additional licenses for a broad
range of tutorials and self help videos.   We plan to expand our
titles and our marketing efforts; relative to the amount of funds we are
successful in raising
 Additional
funds..
   Liquidity
and Capital Resources:
   As
of  October 31, 2008  the Company has cash available of
$10,103.    The Company will need to raise substantial funds in
order to execute its marketing plan.
  Because
of uncertainties surrounding our development and limited operating history, we
anticipate incurring development stage losses in the foreseeable future. Our
ability to achieve our business objectives is contingent upon our success in
raising additional capital until adequate revenues are realized from
operations.  We are experiencing difficulties in raising funds considering
the current implosion in the stock market negatively  affecting
capital formation
  We  intend to meet our long-term liquidity needs through available
cash and cash flow as well as through additional financing from outside
sources.  We currently have not entered into any with any funding
agreements.
  Should 
the company be successful in raising funds in exchange of the  issuances
of  equity  or convertible debt securities it is highly likely it will
result in massive dilution to our current shareholders.  Further, such
securities  might have  rights,  preferences  or 
privileges  senior  to  our  Common 
Stock.
  There is
no assurance that the Company will enter into an agreement for funding, or 
that funding will be available at an acceptable cost of funds.  In the
event the company is unable to raise the necessary funds,  it will be
forced to significantly curb its activities in order to preserve its capital,
and may have to  go  out  of  business  if 
it  does  not  succeed.
 Item 3.  Quantitative and Qualitative
Disclosure About Market Risk
  We
believe that our business operations are not exposed to market risk relating to
interest rate, foreign currency exchange risk or commodity price
risk.
  Item
4. Controls and Procedures
 
 Evaluation
and Disclosure Controls and Procedures
  As of the
end of the period covered by this report, our management conducted an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934). Based on this evaluation, the
officers concluded that our disclosure controls and procedures are effective to
ensure that information required to be disclosed by our company in reports that
we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Commission rules and forms.
 
 14
   Changes
in Internal Controls over Financial Reporting
 
 Based on
their evaluation as of the end of the period covered by this quarterly report on
Form 10-Q, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures, as defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, were effective
in design and operation. There have been no changes in our system of internal
control over financial reporting in connection with the evaluation by our
principal executive officer and principal financial officer during our most
recent fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
 
 Part
II. Other Information
 
 Item
1. Legal Proceedings
 
 We are
not aware of any pending or threatened litigation against us that we expect will
have a material adverse effect on our business, financial condition, liquidity,
or operating results.
 
 Item
1A-  Risk Factors
 
 An
investment in our common stock involves a number of very significant risks. You
should carefully consider the following risks and uncertainties in addition to
other information in this prospectus in evaluating our Company and its business
before purchasing shares of our Common Stock. Our business, operating results
and financial condition could be seriously harmed due to any of the following
risks. You could lose all or part of your investment due to any of these
risks.
 
 Risks
associated with our Business:
  1.
We are a new business and lack an operating history upon which an evaluation of
our future success or failure can be made.   We have losses that
we expect will continue into the future. There is no assurance our future
operations will result in profitable revenues. If we cannot generate sufficient
revenues to operate profitably, we may suspend or cease operations.
  We were
incorporated on March 15, 2006 and we have not started our proposed business
operations or realized any revenues. We have no operating history upon which an
evaluation of our future success or failure can be made. Our net loss since
inception is $60,570.   Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:
  *
                Our
      ability to generate revenues from the sale of our tutorial
      CD's.*
                Our
      ability to attract members to sign up for online training at our website
      training infrastructure.*
                Our
      ability to generate sufficient  revenues to cover our expenses
      and make a profit through the sale of our products  to a sizable
      client base
  Based
upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating revenues. We cannot
guarantee that we will be successful in generating revenues in the future.
Failure to generate revenues will cause us to suspend or cease
operations.
  2.  Our
auditors have issued a going concern opinion about our ability to continue to
operate, and because we will require substantial funds to market our services in
order to attract clients for our services, we may not have sufficient funds to
operate a viable business which may result in our ceasing
operations.
  Following
review of our financial statements, our auditors have determined that we do not
have sufficient working capital necessary to be successful and to grow our
business. As a result, our auditors have raised substantial doubt about our
ability to continue as a going concern. According to our auditors, continuation
of our Company as a going concern is dependent upon raising funds and generating
ongoing revenues from our operations. If we a fail to accomplish both, we will
most likely fail and you will lose your investment. We anticipate requiring
additional in order to significantly expand our operations. No assurance can be
given that such funds will be available or, if available, will be on
commercially reasonable terms satisfactory to us. There can be no assurance that
we will be able to obtain financing if and when it is needed on terms we deem
acceptable.
   15
  If we are
unable to obtain financing on reasonable terms, we could be forced to delay or
scale back our plans for expansion. In addition, such inability to obtain
financing on reasonable terms will have a material adverse effect on our
business, operating results, and financial condition and may cause us to
cease our business.
  3.
We have not sold any of our tutorials CD'S to date and we do not currently have
any members to our online learning infrastructure.  We cannot
guarantee we will ever have any clients or members. Even if we obtain clients,
and/ or members, there is no assurance that we will make a profit.
  We do not
currently have any clients or members and even if we obtain clients and members,
there is no guarantee that we will generate a profit. If we cannot generate a
profit, we will have to suspend or cease operations.
  4.  Our
promotional and marketing efforts may not result in generation of any revenue
which may cause our business to fail and for you to lose your
investment.
 
 If our
promotional and marketing efforts do not attract customers, then we will not
generate any revenue. We intend to target customers that are interested in a
computer and graphics education.     If we do not
attract customers through our promotional and marketing efforts, then it is
likely that our business will fail and cause you to lose your
investment.
  5.  We
will require additional financing which may require the issuance of additional
shares which would dilute the ownership held by our shareholders.
  We will
need to raise funds through either debt or the sale of our shares in order to
achieve our business goals. Although there are no present plans, agreements,
commitments or undertakings with respect to the sale of additional shares or
securities convertible into any such shares by us, any shares issued would
further dilute the percentage ownership held by the
stockholders.  Furthermore, if we raise funds in equity transactions
through the issuance of convertible securities which are convertible at the time
of conversion at a discount to the prevailing market price, substantial dilution
is likely to occur resulting in a material decline in the price of your
shares.
   6.  Our
success depends upon our ability to attract and hire key personnel. Our
inability to hire qualified individuals will negatively affect our business, and
we will not be able to implement or expand our business plan.
  Our
business is greatly dependent on our ability to attract key personnel. We will
need to attract, develop, motivate and retain highly skilled employees.
Competition for qualified personnel is intense and we may not be able to hire or
retain qualified personnel. Our management has no experience in recruiting key
personnel which may hurt our ability to recruit qualified individuals. If we are
unable to retain such employees, we will not be able to implement or expand our
business plan.
     
 
  16
  
  7.
Martin Schwartz, our sole officer and director will only be devoting limited
time to our operations, consequently, our operations may be sporadic which may
result in periodic interruptions or suspensions of operations. This activity
could prevent us from attracting clients and result in a lack of revenues that
may cause us to suspend or cease operations.
  Our CEO,
Martin Schwartz, is our sole officer and director, and will only be
devoting approximately 20 hours per week to our operations.  As a
result, our operations may be sporadic and occur at times which are convenient
to our CEO.  This may cause our operations to be periodically
interrupted or suspended which could result in a lack of revenues and a possible
cessation of operations.
  8.
We are dependent on Martin Schwartz, our CEO and sole officer and director for
executing our business plan and ongoing operations.   If our CEO
resigns,   our operations will be suspended or cease. If that
should occur, you could lose your investment.
  Our CEO,
Martin Schwartz is our sole officer and director.  If he resigned for
any reason, our business would likely cease operations and you would lose your
entire investment.
  9.
Martin Schwartz is our sole officer and director and is responsible for our
managerial and organizational structure.  In the future, there may not
be effective disclosure and accounting controls to comply with applicable laws
and regulations which could result in fines, penalties and assessments against
us.
  We have
only one officer and director who is responsible for our managerial and
organizational structure which will include preparation of disclosure and
accounting controls under the Sarbanes Oxley Act of 2002. When these controls
are implemented, our officer will be responsible for the administration of the
controls.  His lack of experience in this area may result in her being
incapable of creating and implementing the proper controls which may cause us to
be subject to sanctions and fines by the SEC which ultimately could cause you to
lose your investment.
  10.  We
do not maintain any insurance, if a judgment is rendered against us, we may have
to cease operations.
  We do not
maintain any insurance and do not intend to maintain insurance in the future.
Because we do not have any insurance, if we are made a party to a lawsuit, we
may not have sufficient funds to defend the litigation. In the event that we do
not defend the litigation or a judgment is rendered against us, we may have to
cease operations.
  11.
  We expect to face intense competition from well established
providers of computer tutorials who have been operations for many years, have
far
greater  larger  customer  bases  and
significantly greater resources  than  we. This may result
in our inability to compete   successfully against our
competitors, which may cause us to go out of business.  Additionally
as a result of the Company's non-exclusive licensing agreement with the licensor
of the computer tutorials, the Licensor has a right to grant non-exclusive
licensing agreements to other parties which may be providing the same software
as a competitor to our Company.  This may result in reduced sales by
our Company.
  The
Company's educational videotape offerings compete with a variety of programs,
including the Video Professor and a variety of other computer tutorials. Other
companies sell integrated learning systems in which a wide variety of curricula,
including areas covered by the Company's products, are taught through networked
computer stations. Almost all of these competitors have greater financial
resources, greater public and industry recognition and broader marketing
capabilities than the Company. The market is characterized by numerous small
companies, with whose products the Company may be unfamiliar, and which may be
competitive with the Company's products.   Additionally as a
result of the Company's non-exclusive licensing agreement with the licensor of
the computer tutorials, the Licensor has a right to grant non-exclusive
licensing agreements to other parties which may be providing the same software,
as a competitor to our Company.  Consequently, this may result in
reduced sales by our Company.
  12.  If
we are unable to establish a large user base we will have
difficulty   attracting advertisers to our web site, which
will hinder our ability to generate advertising and link exchange revenues,
which may affect our ability to expand our business operations and our user
base.
  A part of
our business plan and marketing strategy requires us to establish a large user
base. We currently do not have any members. We will only be able to attract
advertisers to our web site and possibly begin to generate advertising revenues
if we can obtain a large enough user base. The number of users necessary to
attract advertisers will be determined though discussions with the potential
advertisers and their input as to whether we can obtain revenues from
advertisements based upon the total members at that time. If for any reason our
web site is ineffective at attracting consumers or if we are unable to continue
to develop and update our web site to keep consumers satisfied with our service,
our user base may decrease and our ability to generate advertising revenues may
decline.
 
 13.  Our
market is characterized by rapid technological change, and if we fail to upgrade
or develop and market new tutorials rapidly, we may not become profitable in the
future.
  Computer
and graphic programs are characterized by rapid technological change that could
render our existing CD'S obsolete. We may need to engage in future licensing
agreements for upgrades and new computer tutorials.  There is no
assurance that we will successfully negotiate licensing agreements effectively
or adapt to customer requirements or needs. If our management is unable, to
adapt in a timely manner in response to changing market conditions or customer
requirements, we may never become profitable which may result in the loss of all
or part of your investment.
   17
  Risks
Related To Our Industry.
 
 14. Potential
regulation of internet service providers could subject us to unforeseen
restrictions on our projected use of our website which could increase our
operating costs.
 
 We plan
for our website www.computertutorialcds.com to operate as our virtual business
card and portfolio for our company as well as our online "home" for our
products and services.  The FCC has to date treated Internet service
providers as enhanced service providers. Enhanced service providers are
currently exempt from federal and state regulations governing common carriers,
including the obligation to pay access charges and contribute to the universal
service funds. The FCC is currently examining the status of Internet service
providers and the services they provide. If the FCC were to determine those
Internet service providers, or the services they provide, are subject to FCC
regulation, including the payment of access charges and contribution to the
universal service funds, it could affect  our business because those
additional charges could be passed to us and could significantly increase our
operating costs.   If we do not generate sales sufficient to
cover our expenses and generate a profit, you may lose your
investment.
 
 15.  Unauthorized
disclosure of sensitive or confidential client and customer data, whether
through breach of our computer systems or otherwise, could expose us to
protracted and costly litigation and cause us to lose clients which may result
in our going out of business and for you to lose your investment.
  We
may be required to collect and store sensitive data in connection with our
services, including names, addresses, social security numbers, credit card
account numbers, checking and savings account numbers and payment history
records, such as account closures and returned checks. If any person, including
any of our employees, penetrates our network security or otherwise
misappropriates sensitive data, we could be subject to liability for breaching
contractual confidentiality provisions and/or privacy laws, which would
devastate our business, and may result in the loss of your
investment.
 
 16.  Our
operating results could be impaired if we become subject to burdensome
regulations, legal uncertainties, and/or fees concerning operation of our
website which may increase our expenses and cause us to go out of
business.
 
 Since
1998, the system for the internet has been run by a US (non governmental
organization) known as ICANN - the Internet Corporation for Assigned Names and
Numbers. It is an independent body, but is under contract to the US Department
of Commerce.  Other countries have become increasingly uncomfortable
with the arrangement, countries including China and Iran wanted so-called
“internet governance” transferred to an international body linked to the UN
while the   EU wanted some kind of intergovernmental “cooperative
body”.   An agreement was reached November 2005 wherein the US
will keep its oversight of the technology that underpins the internet. But a new
international “internet governance forum” will be set up to discuss issues of
concern.  Although currently this new forum is not envisioned to have
any decision-making powers,” there is no assurance that this forum and the
international community will not at some point impose burdensome regulations or
fees to companies conducting commerce over the internet.  Should that
occur, it would adversely affect our business and may impede our ability to
implement our platform and to facilitate transactions over the
internet.   Consequently, it could result in our business
failing, and you losing your entire investment.
   17.  Our
Officer and Director Martin Schwartz's control of 92.9% of the outstanding
shares may prevent you from causing a change in the course of our operations and
may affect the price of our common stock.
  Martin
Schwartz beneficially owns approximately 92.9% of our common stock. Accordingly,
for as long as Mr. Schwartz continues to own more than 50% of our common stock,
he will be able to elect our entire board of directors, control all matters that
require a stockholder vote (such as mergers, acquisitions and other business
combinations) and exercise a significant amount of influence over our management
and operations. Therefore, regardless of the number of our common shares sold,
your ability to cause a change in the course of our operations is eliminated. As
such, the value attributable to the right to vote is limited.  This
concentration of ownership could result in a reduction in value to the common
shares you own because of the ineffective voting power, and could have the
effect of preventing us from undergoing a change of control in the
future.
 
 18.  Sales
of a  substantial  number of shares of
our  common  stock  into the public market by the
selling  stockholders may result in significant  downward
pressure
on  the  price  of  our  common  stock  and  could  affect  the  ability  of
our stockholders to realize the current trading price of our common stock which
may cause you to lose some or all of your investment.
 
 Sales of
a substantial number of shares of our common stock in the public market could
cause a reduction in the market price of our common stock.  We have
12,919,167 shares of common stock issued and outstanding as of the date of this
prospectus.   When this Registration Statement is declared
effective, the Selling Stockholders will be able to resell up to 919,267 of our
Common Stock of which 302,500 shares have been registered and the remaining
617,127 will be eligible for resale under Rule 144.  As a result, a
substantial number of our shares of Common Stock may be issued and may be
available for immediate resale, which could have an adverse effect on the price
of our Common Stock. As a result of any such decreases in price of our Common
Stock, purchasers who acquire shares from the Selling Stockholders may lose some
or all of their investment.
 
 Any
significant downward pressure on the price of our Common Stock as the Selling
Shareholders sell their shares of our Common Stock could encourage short sales
by the Selling Shareholders or others.  Any such short sales could
place further downward pressure on the price of our Common Stock.
 
 In
addition, as of  the date of this prospectus   there
are 12,000,000 outstanding  shares of our Common Stock that
are  restricted  securities  as
that  term is  defined  in
Rule  144  under  the Securities  Act of
1933, as amended (the "Securities Act"). Although the Securities Act and
Rule 144 place certain prohibitions on the sale of restricted securities,
restricted securities may be sold into the public market under certain
conditions.   The sale of these shares may further depress the
price of our shares.
   18
  19.  We
do not expect to pay dividends and investors should not buy our common stock
expecting to receive dividends
  We have
not paid any dividends on our common stock in the past, and do not anticipate
that we will declare or pay any dividends in the foreseeable future.
Consequently, you will only realize an economic gain on your investment in our
common stock if the price appreciates. You should not purchase our common stock
expecting to receive cash dividends. Since we do not pay dividends, and if we
are not successful in having our shares listed or quoted on any exchange or
quotation system, then you may not have any manner to liquidate or receive any
payment on your investment. Therefore our failure to pay dividends may cause you
to not see any return on your investment even if we are successful in our
business operations. In addition, because we do not pay dividends we may have
difficulty raising additional funds which could affect our ability to expand out
business operations.
  20.  If
a market for the company's common stock does not develop investors may be unable
to sell their shares and you may lose your investment.
 
 There is
currently no market for the Company's Common Stock and there may never be a
public market. If no market ever develops for the Company's shares, it will be
difficult for new investors to sell their shares.  In addition, there
may be no share volume to allow new investors to sell their shares at any market
price.  Without a public market or a public market that does not allow
new investors to  realize  their investment or to sell
their
shares,  new  investors  should  consider  whether
or not they wish to invest in
shares  which  they  may  not  be  able  sell  in  a  public  market.
  21.  If
the company fails to attract or maintain the services of a market maker it will
limit the liquidity of the shares purchased by new investors and you may be
unable to sell your shares and therefore you may lose your
investment.
 
 If  the  Company  is  unable  to  secure
and maintain  at least one National Association of
Securities  Dealers, Inc. member broker/dealer as market maker, the
liquidity of the  Common Stock could be impaired, not only in the
number of shares of Common Stock  which  could  be
bought and sold, but also through possible delays in the timing of transactions,
and lower prices for the common stock  than might
otherwise  prevail.  Furthermore, the lack of market makers
could result in persons being unable to buy or sell shares of the Company's
Common Stock on any secondary market.  A new investor should consider
whether  or not he or she wishes  to invest in a company
which may never have a proven track record in the public market and may not have
the   services  of  any  market  maker
causing the shares to be illiquid.
  22.  Because
the SEC imposes additional sales practice requirements on brokers who deal in
our shares that are penny stocks, some brokers may be unwilling to trade them.
This means that you may have difficulty reselling your shares and this may cause
the price of the shares to decline.
  Our
shares would be classified as penny stocks and are covered by Section 15(g) of
the Securities Exchange Act of 1934 and the rules promulgated thereunder which
impose additional sales practice requirements on brokers/dealers who sell our
securities in this offering or in the aftermarket. For sales of our securities,
the broker/dealer must make a special suitability determination and receive from
you a written agreement prior to making a sale for you. Because of the
imposition of the foregoing additional sales practices, it is possible that
brokers will not want to make a market in our shares. This could prevent you
from reselling your shares and may cause the price of the shares to
decline.
  23.  The
limited market for our shares will make our price more
volatile.   As well, our stock is held by a small number of
investors thus reducing the liquidity of our stock and the likelihood that any
active trading market will develop. As a result you may lose part or all of your
investment.
 19
  There is
currently no market for our Common Stock.  Even if we are successful
in our stock trading on the OTC Bulletin Board, the market for our common stock
is likely to be very limited and we cannot assure you that a larger market will
ever be developed or maintained.
  Currently,
our Common Stock is not listed on any established trading system. The fact that
most of our Common Stock is held by a small number of investors further reduces
the liquidity of our Common Stock and the likelihood that any active trading
market will develop. The market for our Common Stock is likely to be volatile
and many factors may affect the market. These include, for example: Our success,
or lack of success, in marketing our services and developing our customer base;
Competition; and our ability to raise sufficient capital for business
expansion.
 
 Additionally
the stock markets generally have experienced, and will likely continue to
experience, extreme price and volume fluctuations which have affected the market
price of the shares of many small capital companies. These fluctuations have
often been unrelated to the operating results of such companies. Such broad
market fluctuations, as well as general economic and political conditions, may
decrease the market price of our Common Stock in any market that
develops.
 
 24.  We
are currently deemed a shell company with nominal assets and operations and if
we can not survive in this business we may need cease operations or pursue other
business opportunities .
  In
accordance with Rule 405 of the Securities Act of 1933 we are currently deemed a
shell company based upon our nominal assets and operations. Based upon same, our
success must be considered in light of the difficulties and expenses we will
face in marketing our website, obtaining new clients and obtaining financing to
meet the needs of our plan of operations. In the event that we can not
successfully implement our business plan we may have to cease our operations or
change our business model which may cause you to lose all or part of your
investment.
 Item
2. Changes In Securities
  None
  Item
3. Unregistered Sales of Equity Securities and Use of Proceeds
  None
 
 Item 4. Submission of
Matters to A Vote Of Security Holders
  None
  Item
5.  Other Information
  None
 
  Item 6. Exhibits
  Exhibit
              Description
      of Exhibit31.1
              Certification
      of Principal Executive Officer Pursuant to Exchange Act Rule
      13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
              Certification
      of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
  Signatures
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, IVT Software, Inc. has duly caused this Report to be signed on behalf of
the undersigned thereunto duly authorized on December 1, 2008.
 
 IVT
      SOFTWARE, INC.By:
              /s/
      Martin SchwartzPresident
      and CEO
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed by the following persons in the capacities indicated and on December 1,
2008.
 
 Signature
              
              Title
              
              Date/s/
      Martin Schwartz
              
              Chairman
      of the Board
                Chief
      Executive Officer , Chief Accounting Officer
              
              December
      1, 2008