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 Period Ended:  January 31, 2010





 ̈
            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 13,419,167     shares of common stock
outstanding at March 8, 2010














1







































IVT
Software, Inc.











TABLE
OF CONTENTS





PART
      I.      FINANCIAL INFORMATIONItem
      1.
            
            Financial
      Information
            
            3Balance
      Sheets (unaudited)
            
            3Statements
      of Operations (unaudited
            
            4Statements
      of Stockholders Deficit
            
            5Statements
      of Cash Flows (unaudited)
            
            6Notes
      to Financial Statements (unaudited)
            
            7Item 2.
            
            Management’s
      Discussion and Analysis of Financial Condition and Results of
              Operations
            
            8Item 3.
            
            Qualitative
      and Quantitative Disclosures About Market Risk
            
            10Item 4.
            
            Controls
      and Procedures
            
            10PART
      II. OTHER INFORMATIONItem 1.
            
            Legal
      Proceedings
            
            11Item 1A.
            
            Risk
      Factors
            
            11Item 2.
            
            Defaults
      on Senior Securities
            
            11Item 3.
            
            Submission
      of Matters to a Vote of Security Holders
            
            12Item 4.
            
            Other
      Information
            
            12Item 6.
            
            Exhibits
            
            13




















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 10K for the period ended April 30,
2009.
 
  
 
 
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Balance
Sheets
 
 
 January
      31,
              
              April
      30,ASSETS
              
              2010
              
              2009(Unaudited)Current
      AssetsCash
      and cash equivalents
              $
              606
              $
              1,168Total
      Current Assets
              
              606
              
              1,168Property
      and equipment, net of depreciation
              
              452
              
              677IP
      licensing agreement, net of amortization
              
              450
              
              675IP
      website development, net of amortization
              
              12,500
              
              14,750Total
      Assets
              $
              14,008
              $
              17,270LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      LiabilitiesOfficer's
      loan
              $
              7,550
              $
              1,050Accounts
      payable
              
              1,850
              
              3,500Total
      Current Liabilities
              
              9,400
              
              4,550Commitments
      and Contingencies
              
              -
              
              -Stockholders'
      EquityPreferred
      Stock  $0.0001 par value,authorized
      10,000,000 shares, none issued and outstanding
              
              -
              
              -Common
      stock, $0.0001 par value ,authorized
      200,000,000 shares; issued and outstanding13,419,167
      and 13,419,167, respectively
              
              1,341
              
              1,341Additional
      paid in capital
              
              114,691
              
              96,434Accumulated
      deficit during the developmental stage
              
              (111,424)
              
              (85,055)Total
      Stockholders' Equity
              
              4,608
              
              12,720Total
      Liabilities and Stockholders' Equity
              $
              14,008
              $
              17,270
 
 
 
 
 
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
   3
   IVT
Software, Inc
 (A
Development Stage Company)
 Statements
of Operations
 (Unaudited)
 For
      the PeriodMarch
      15,2006Three
      Months Ended
              
              Nine
      Months Ended
              
              (Inception)
      toJanuary
      31,
              
              January
      31,
              
              January
      31,2010
              
              2009
              
              2010
              
              2009
              
              2010REVENUES
              $
              -
              $
              -
              $
              -
              $
              -
              $
              -OPERATING
      EXPENSESGeneral
      and administrative
              
              1,950
              
              7,176
              
              5,412
              
              13,303
              
              34,567Officer's
      compensation
              
              5,000
              
              5,000
              
              15,000
              
              15,000
              
              60,000Rent
      - related party
              
              1,000
              
              1,500
              
              3,000
              
              3,500
              
              12,000Depreciation
      and amortization
              
              900
              
              150
              
              2,700
              
              450
              
              4,600Total
      operating expenses
              
              8,850
              
              13,826
              
              26,112
              
              32,253
              
              111,167Interest
      expense
              
              101
              
              -
              
              257
              
              -
              
              257NET
      LOSS
              $
              (8,951)
              $
              (13,826)
              $
              (26,369)
              $
              (32,253)
              $
              (111,424)LOSS
      PER COMMON SHAREBasic
      and Diluted
              $
              (0.00)
              $
              (0.00)
              $
              (0.00)
              $
              (0.00)WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
              
              13,419,167
              
              12,919,167
              
              13,419,167
              
              12,919,167
 
 
 
 
 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
 For the
nine months ended January 31, 2010
 (unaudited)
 
 Common
      Stock
              
              Additional
              
              
              
              Total$0.0001
      Par Value
              
              Paid
      in
              
              Accumulated
              
              Shareholders'Shares
              
              Amount
              
              Capital
              
              Deficit
              
              EquityBalance
      as of April 30, 2009
              13,419,167
              $
              1,341
              $
              96,434
              $
              (85,055)
              $
              12,720Officer's
      Compensation credited to additionalpaid
      in capital in
              -
              
              -
              
              15,000
              
              -
              
              15,000Rent
      credited to Additional paid in capital
              -
              
              -
              
              3,000
              
              -
              
              3,000Imputed
      interest for office loan
              -
              
              -
              
              257
              
              -
              
              257Net
      Loss for the nine months ended January 31, 2010
              -
              
              -
              
              -
              
              (26,369)
              
              (26,369)Balance
      as of January 31, 2010
              13,419,167
              $
              1,341
              $
              114,691
              $
              (111,424)
              $
              4,608
 
 
 
 
 
 
 
 
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
     5
 IVT
Software, Inc
 (A
Development Stage Company)
 Statements
of Cash Flows
 (Unaudited)
 For
      the PeriodMarch
      15,2006Nine
      Months Ended
              
              (Inception)
      toJanuary
      31,
              
              January
      31,2010
              
              2009
              
              2010Cash
      flows from operating activitiesNet
      loss
              $
              (26,369)
              $
              (32,253)
              $
              (111,424)Officers
      compensation charged to paid in capital
              
              15,000
              
              15,000
              
              60,000Rent
      charged to paid in capital
              
              3,000
              
              3,500
              
              12,000Depreciation
      and amortization
              
              2,700
              
              450
              
              4,600Imputed
      interest for officer loan
              
              257
              
              -
              
              257Accounts
      payable
              
              (1,650)
              
              (7,500)
              
              1,850Net
      cash used in operating activities
              
              (7,062)
              
              (20,803)
              
              (32,717)Cash
      flows from investing activitiesLicensing
      agreement
              
              -
              
              -
              
              (1,500)Property
      and equipment
              
              -
              
              -
              
              (1,502)Net
      cash used in investing activities
              
              -
              
              -
              
              (3,002)Cash
      flows from financing activitiesOfficer's
      Loan
              
              6,500
              
              -
              
              7,550Founder-
      Shares Issued for Cash
              
              -
              
              -
              
              1,200Sale
      of Common Stock With Warrants
              
              -
              
              -
              
              27,575Net
      cash provided by financing activities
              
              6,500
              
              -
              
              36,325Net
      increase (decrease) in cash
              
              (562)
              
              (20,803)
              
              606Cash
      and cash equivalents, beginning of period
              
              1,168
              
              23,731
              
              -Cash
      and cash equivalents, end of period
              $
              606
              $
              2,928
              $
              606Supplemental
      disclosures:Noncash
      investing and financing activities:Issuance
      of common stock forIP
      website development
              $
              -
              $
              -
              $
              15,000
 
 
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
    6
   IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 January
31, 2010
 (Unaudited)
 
 
 NOTE
1 – BASIS OF FINANCIAL STATEMENT PRESENTATION
 
 The
accompanying unaudited  financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted in accordance with such
rules and regulations.  The information furnished in the interim 
financial statements includes normal recurring adjustments and reflects all
adjustments, which, in the opinion of management, are necessary for a fair
presentation of such financial statements.  Although management
believes the disclosures and information presented are adequate to make the
information not misleading, it is suggested that these interim  financial
statements be read in conjunction with the Company’s most recent audited 
financial statements and notes thereto as of April 30, 2009. Operating results
for the nine months ended January 31, 2010 are not necessarily indicative of the
results that may be expected for the year ending April 30, 2010.
  Recent Accounting
Pronouncements
 
 In
May 2009, the FASB issued a new accounting standard regarding subsequent
events. This standard incorporates into authoritative accounting literature
certain guidance that already existed within generally accepted auditing
standards, with the requirements concerning recognition and disclosure of
subsequent events remaining essentially unchanged. This guidance addresses
events which occur after the balance sheet date but before the issuance of
financial statements. Under the new standard, as under previous practice, an
entity must record the effects of subsequent events that provide evidence about
conditions that existed at the balance sheet date and must disclose but not
record the effects of subsequent events which provide evidence about conditions
that did not exist at the balance sheet date. This standard added an additional
required disclosure relative to the date through which subsequent events have
been evaluated and whether that is the date on which the financial statements
were issued. For the Company,this standard was effective beginning July 1, 2009.
 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 $111,424 from inception
March 15, 2006 to January 31, 2010.   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.
 
 
 
  7
 
 
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 January
31, 2010
 (Unaudited)
 
 
 
 NOTE
3-  RELATED PARTY TRANSACTIONS
  Short
term funds amounting to $6,500 have been advanced by the CEO, Mr. Martin
Schwartz, interest free, during the nine months ended January 31,
2010.  As of January 31, 2010 Mr. Schwartz is owed
$7,500.  Interest is imputed on these loans at
5.50%
 
 NOTE
4 – STOCKHOLDERS’ EQUITY
 
 Additional
paid in capital has been credited $15,000 for officer's
compensation, and $3,000 for rent for the nine month periods
ended January 31, 2010 and 2009 respectively.  The sum of $257
imputed interest was credited to additional paid in capital for the nine
months ended January 31, 2010. No imputed interest was charged during the
corresponding period ended January 31, 2009.
 
 NOTE
5 – SUBSEQUENT EVENTS
 
 The
Company evaluated subsequent events through March 8, 2010, the date that these
financial statements were issued.


Item
2.  Management Discussion and Analysis:  Plan of
Operations.








Plan
of Operation





Overview





Since our
inception on March 15, 2006 our activities have been devoted primarily to
developing a business plan, acquiring a licensing agreement for our computer
tutorials, developing and designing our website, and raising seed capital for
initiating our website and costs involved with this offering.   Since
our inception we implemented Phase 1 and Phase II of our website and launched
our website April 1, 2009 which is located
at  www.computertutorialcds.com   our domain location. Our
website  operates as our virtual business card and portfolio for our
company as well as our online "home." It  enables on line purchasing of the
computer tutorials.  The Company also implemented the on
line study course infrastructure which  enables 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.





As
of  January 31, 2010 we have not generated any
revenues.   We will need to raise substantial
funds   in order to launch a broad marketing campaign to attract
clients for our services in order to become a viable business.






8





On March
16, 2006 we entered into a non-exclusive licensing agreement with Mario Rizzo,
the owner of the intellectual properties which include a series of computer
tutorials.  The Company paid a one time fee of
$1,500.   The duration of this license is self renewing and will
never expire.  The agreement allows the Company to reproduce and sell
unlimited copies of the CD'S without any further payments to the
licensor.  Company is not obligated to pay any royalties on the
proceeds we generate from the sale of the CD's.





On-going
increases to development stage expenses are anticipated. As
of  January 31, 2010  we had $606 in cash available to
us.  We will need to raise additional funds for administrative,
regulatory, and business development expenses required to continue our
operations.    We do not have sufficient funds to continue to
operate.





Plan of
Operation





We
planned  two phases of operations.  Phase 1 involved 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.   This phase has been
completed.    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 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 $350,000 to $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.





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.

















9








Liquidity
and Capital Resources:








As
of  January 31, 2010 the Company has cash available of
$606.    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.











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.



















10























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





Our
operations and financial results are subject to various risks and uncertainties
that could adversely affect our business, financial condition, results of
operations, and trading price of our common stock. Please refer to our annual
report on Form 10-K for fiscal year ending April 30, 2009 for additional
information concerning these and other uncertainties that could negatively
impact the Company.




















11








Item
2.  Default on Senior 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

















12














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 March 3, 2010




















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  November


Signature
            
            Title
            
            Date/s/
      Martin Schwartz
            
            Chairman
      of the Board
              Chief
      Executive Officer , Chief Accounting Officer
            
            March
      8, 2010














13