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:  October  31, 2009
 
  ̈
              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 13,409,167     shares of common stock
outstanding at October  31, 2009.
 
 
 
 
 
 1
 
 
 
  
  
 
 
 
 Table
of Contents
 
 
 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
              
              15Item 3.
              
              Qualitative
      and Quantitative Disclosures About Market Risk
              
              16Item 4.
              
              Controls
      and Procedures
              
              16PART
      II. OTHER INFORMATIONItem 1.
              
              Legal
      Proceedings
              
              17Item 1A.
              
              Risk
      Factors
              
              17Item 2.
              
              Defaults
      on Senior Securities
              
              19Item 3.
              
              Submission
      of Matters to a Vote of Security Holders
              
              19Item 4.
              
              Other
      Information
              
              19Item 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 10K for the period ended April 30,
2009.
 
 
 
 
 
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Balance
Sheets
 
 
 October
      31,
                
                April
      30,ASSETS
                
                2009
                
                2009(Unaudited)Current
      AssetsCash
                $
                1,206
                $
                1,168Total
      Current Assets
                
                1,206
                
                1,168Property
      & equipment, net of depreciation (Note 4)
                
                527
                
                677IP
      licensing agreement, net of amortization (Note 5)
                
                525
                
                675IP
      website development, net of amortization (Note 6)
                
                13,250
                
                14,750Total
      Assets
                $
                15,508
                $
                17,270LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIESOfficer's
      Loan (Note 10)
                $
                6,550
                $
                1,050Accrued
      Expenses
                
                1,500
                
                3,500Total
      Current Liabilities
                
                8,050
                
                4,550COMMITMENTS
      AND CONTINGENCIES
                
                -
                
                -STOCKHOLDERS'
      EQUITYPreferred
      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
      13,419,167
                
                1,341
                
                1,341Additional
      paid in capital
                
                108,590
                
                96,434Accumulated
      Deficit During the Developmental Stage
                
                (102,473)
                
                (85,055)Total
      Stockholders' Equity
                
                7,458
                
                12,720Total
      Liabilities and Stockholders' Equity
                $
                15,508
                $
                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
                
                Six
      Months Ended
                
                (Inception)
      toOctober
      31,
                
                October
      31,
                
                October
      31,2009
                
                2008
                
                2009
                
                2008
                
                2009(Unaudited)
                
                (Unaudited)
                
                (Unaudited)
                
                (Unaudited)
                
                (Unaudited)REVENUES
                $
                -
                $
                -
                $
                -
                $
                -
                $
                -OPERATING
      EXPENSESGeneral
      and administrative
                
                1,500
                
                3,684
                
                3,462
                
                13,628
                
                32,617Officer's
      Compensation & Rent
                
                6,000
                
                6,500
                
                12,000
                
                12,500
                
                66,000Depreciation
      & Amortization
                
                900
                
                150
                
                1,800
                
                300
                
                3,700Total
      operating expenses
                
                8,400
                
                10,334
                
                17,262
                
                26,428
                
                102,317Interest
      expense
                
                87
                
                -
                
                156
                
                -
                
                156Loss
      from operations
                
                (8,487)
                
                (10,334)
                
                (17,418)
                
                (26,428)
                
                (102,473)Provision
      for Income Tax
                
                -
                
                -
                
                -
                
                -
                
                -NET
      LOSS
                $
                (8,487)
                $
                (10,334)
                $
                (17,418)
                $
                (26,428)
                $
                (102,473)LOSS
      PER COMMON SHAREBasic
      and Diluted
                $
                -
                $
                -
                $
                -
                $
                -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 (Deficit)
 For the
period March 15, 2006 (Inception) to October 31, 2009
 
 Common
      Stock
                
                Additional
                
                
                
                Total$0.0001
      Par Value
                
                Paid
      in
                
                Accumulated
                
                Stockholders'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 capitalin
      April 2007
                -
                
                -
                
                1,000
                
                -
                
                1,000Net
      loss for the year ended 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 ended April 30, 2008
                -
                
                -
                
                -
                
                (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
                -
                
                -
                
                20,000
                
                -
                
                20,000Rent
      credited to additional paid in capital
                -
                
                -
                
                4,000
                
                -
                
                4,000Common
      stock issued for services rendered
                500,000
                
                50
                
                14,950
                
                -
                
                15,000Net
      loss for the year ended April 30, 2009
                -
                
                -
                
                -
                
                (43,413)
                
                (43,413)Balance
      as of April 30, 2009
                13,419,167
                
                1,341
                
                96,434
                
                (85,055)
                
                12,720Officer's
      compensation creditedto
      additional paid in capital
                -
                
                -
                
                10,000
                
                -
                
                10,000Rent
      credited to additional paid in capital
                -
                
                -
                
                2,000
                
                -
                
                2,000Imputed
      interest
                -
                
                -
                
                156
                
                -
                
                156Net
      loss for the six months ended October 31, 2009
                -
                
                -
                
                -
                
                (17,418)
                
                (17,418)Balance
      as of October 31, 2009
                13,419,167
                $
                1,341
                $
                108,590
                $
                (102,473)
                $
                7,458
 
 
 
 The
accompanying notes are an integral part of these financial
statements.
    
   IVT
Software, Inc
 (A
Development Stage Company)
 Statements
of Cash Flows
 (Unaudited)
 
 For
      the PeriodMarch
      15,2006Six
      Months Ended
                
                (Inception)
      toOctober
      31,
                
                October
      31,2009
                
                2008
                
                2009(Unaudited)
                
                (Unaudited)
                
                (Unaudited)Cash
      flows from operating activitiesNet
      loss
                $
                (17,418)
                $
                (26,428)
                $
                (102,473)Officers
      compensation and rentcharged
      to paid in capital
                
                12,000
                
                12,500
                
                66,000Depreciation
      & Amortization
                
                1,800
                
                300
                
                3,700Imputed
      interest for officer loan
                
                156
                
                -
                
                156Changes
      in assets and liabilities(Increase)Decrease
      in accounts payable
                
                (2,000)
                
                -
                
                1,500Net
      cash used in operating activities
                
                (5,462)
                
                (13,628)
                
                (31,117)Cash
      flows from investing activitiesLicensing
      agreement
                
                -
                
                -
                
                (1,500)IP
      website development
                
                -
                
                -
                
                (15,000)Property
      and equipment
                
                -
                
                -
                
                (1,502)Net
      cash used in investing  activities
                
                -
                
                -
                
                (18,002)Cash
      flows from financing activitiesOfficer's
      loan
                
                5,500
                
                -
                
                6,550Issuance
      of shares for officer
                
                -
                
                -
                
                1,200Sale
      of common stock with warrants
                
                -
                
                -
                
                27,575Issuance
      of common stock for services rendered
                
                -
                
                -
                
                15,000Net
      cash provided by financing activities
                
                5,500
                
                -
                
                50,325Net
      increase (decrease ) in cash
                
                38
                
                (13,628)
                
                1,206Cash
      and cash equivalents, beginning of period
                
                1,168
                
                23,731
                
                -Cash
      and cash equivalents, end of period
                $
                1,206
                $
                10,103
                $
                1,206Supplemental
      disclosures:Noncash
      investing and financing activities:Issuance
      of shares for officer
                $
                -
                $
                -
                $
                1,200Officers
      compensation and rentcharged
      to paid in capital
                $
                12,000
                $
                12,500
                $
                66,000Issuance
      of common stock for services renderedIP
      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
 October
31, 2009
 (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 ASC915 (formerly SFAS #7) is
considered red 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
$102,473  from inception to October 31, 2009. 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
 
 Basis of
Presentation
 
 The
interim financial statements are unaudited but, in the opinion of management,
reflect all adjustments necessary for a fair statement of the Company's
financial position, results of operations and cash flows for the periods
presented. These adjustments consist of normal, recurring items. The results of
operations for any interim period are not necessarily indicative of results for
the full year. The interim financial statements and notes are presented as
permitted by the requirements for Quarterly Reports on Form
10-Q.  This Quarterly Report on Form 10-Q should be read in
conjunction with the Company's financial statements and notes included in its
April 30, 2009 Annual Report on form 10-K.
 
 The
Company has evaluated subsequent events through the date that the financial
statements were issued, which was
­­­­­­­­­­­­­­December
1, 2009, the date of the Company's Quarterly Report on Form 10-Q for the period
ended October 31, 2009.
 
 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's fiscal year ends April 30.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2009
 (Unaudited)
 
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Fair Value of Financial
Instruments
 
 Financial
instruments are recorded at fair value in accordance with the standard for 
"Fair Value Measurements codified within ASC 820", which defines fair values,
establishes a three level valuation hierarchy for disclosures of fair value
measurement and enhances disclosure requirements for fair value
measurements:
  ·  Level
1--inputs to the valuation methodology are quoted prices (unadjusted) for
identical asset or liabilities in active markets.
   ·  Level
2--inputs to the valuation methodology include closing prices for similar assets
and liabilities in active markets, and inputs that are observable for the assets
and liabilities, either directly, for substantially the full term
of    the financial instruments.
   ·  Level
3--inputs to the valuation methodology are observable and significant to
the fair value.
  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 and
Equipment
 
 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
 
 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 a statement which
expresses views of the staff regarding the interaction between the Standard
for Shared Based Payment  and certain SEC rules and regulations and
provides the staff’s views regarding the valuation of share-based payment
arrangements for public companies.   The Revised Standard permits
public companies to adopt its requirements using one of two
methods.
 
 According
to the standards, 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.   Effective
January 1, 2006, the Company has fully adopted the provisions where 
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 ASC 740 “Accounting for Income
Taxes”.   ASC 740 requires the use of an asset and liability
approach in accounting for income taxes.
 
 ASC 740
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.
 
 
 8
 
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2009
 (Unaudited)
 
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 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 ASC 605 (formerly
Securities and Exchange Commission Staff Accounting Bulletin No. 101, ) “Revenue
Recognition”. 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 ASC 356-60 (formerly 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
$15,000 in costs for research and development during fiscal 2009.  The
Company launched its website in April 2009.  The asset is being
amortized over a sixty month period.
 
 Impairment of Long-Lived
Assets
 In
accordance with ASC 350-10 (formerly 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,
2009 and 2008.
 
 
 New Accounting
Pronouncements
 
 In
June 2009, the Financial Accounting Standards Board (FASB) issued a
standard that established the FASB Accounting Standards Codification (ASC)
and amended the hierarchy of generally accepted accounting principles (ASC)
and amended the hierarchy of generally accepted accounting principles (GAAP)
such that the ASC became the single source of authoritative nongovernmental U.S.
GAAP. The ASC did not change current U.S. GAAP, but was intended to simplify
user access to all authoritative U.S. GAAP by providing all the authoritative
literature related to a particular topic in one place. All previously existing
accounting standard documents were superseded and all other accounting
literature not included in the ASC is considered non-authoritative. New
accounting standards issued subsequent to June 30, 2009 are communicated by
the FASB through Accounting Standards Updates (ASUs). The Company adopted the
ASC on July 1, 2009. This standard did not have an impact on the Company’s
results of operations or financial condition. However, throughout the notes to
the financial statements references that were previously made to various former
authoritative U.S. GAAP pronouncements have been changed to coincide with the
appropriate section of the ASC.
    
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2009
 (Unaudited)
 
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 New Accounting
Pronouncements (continued)
 
 In
December 2007, the FASB issued and, in April 2009, amended a new
business combinations standard codified within ASC 805, which changed the
accounting for business acquisitions. Accounting for business combinations under
this standard requires the acquiring entity in a business combination to
recognize all (and only) the assets acquired and liabilities assumed in the
transaction and establishes the acquisition-date fair value as the measurement
objective for all assets acquired and liabilities assumed in a business
combination. Certain provisions of this standard impact the determination of
acquisition-date fair value of consideration paid in a business combination
(including contingent consideration); exclude transaction costs from acquisition
accounting; and change accounting practices for acquisition-related
restructuring costs, in-process research and development, indemnification
assets, and tax benefits. The Company adopted the standard for business
combinations and adjustments to an acquired entity’s deferred tax asset and
liability balances and it had no immediate impact on the Company’s financial
position or results of operations.
 
 In
April 2009, the FASB issued an accounting standard which provides guidance
on (1) estimating the fair value of an asset or liability when the volume
and level of activity for the asset or liability have significantly declined and
(2) identifying transactions that are not orderly. The standard also
amended certain disclosure provisions for fair value measurements and
disclosures in ASC 820 to require, among other things, disclosures in interim
periods of the inputs and valuation techniques used to measure fair value as
well as disclosure of the hierarchy of the source of underlying fair value
information on a disaggregated basis by specific major category of investment.
This standard was effective prospectively beginning April 1, 2009. The
adoption of this standard did not have a material impact on the Company’s
results of operations or financial condition.
 
 In
April 2009, the FASB issued an accounting standard which modifies the
requirements for recognizing other-than-temporarily impaired debt securities and
changes the existing impairment model for such securities. The standard also
requires additional disclosures for both annual and interim periods with respect
to both debt and equity securities. Under the standard, impairment of debt
securities will be considered other-than-temporary if an entity (1) intends
to sell the security, (2) more likely than not will be required to sell the
security before recovering its cost, or (3) does not expect to recover the
security’s entire amortized cost basis (even if the entity does not intend to
sell). The standard further indicates that, depending on which of the above
factor(s) causes the impairment to be considered other-than-temporary,
(1) the entire shortfall of the security’s fair value versus its amortized
cost basis or (2) only the credit loss portion would be recognized in
earnings while the remaining shortfall (if any) would be recorded in other
comprehensive income. The standard requires entities to initially apply its
provisions to previously other-than-temporarily impaired debt securities
existing as of the date of initial adoption by making a cumulative-effect
adjustment to the opening balance of retained earnings in the period of
adoption. The cumulative-effect adjustment potentially reclassifies the
noncredit portion of a previously other-than-temporarily impaired debt security
held as of the date of initial adoption from retained earnings to accumulate
other comprehensive income. The adoption of this standard did not have a
material impact on the Company’s results of operations or financial
condition.
 
 In
April 2009, the FASB issued an accounting standard regarding interim
disclosures about fair value of financial instruments. The standard essentially
expands the disclosure about fair value of financial instruments that were
previously required only annually to also be required for interim period
reporting. In addition, the standard requires certain additional disclosures
regarding the methods and significant assumptions used to estimate the fair
value of financial instruments. The adoption of this standard did not have a
material impact on the Company’s results of operations or financial
condition.
 
 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.
     
 
 
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2009
 (Unaudited)
 
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 New Accounting
Pronouncements (continued)
 
 In
June 2009, the FASB issued a new standard regarding the accounting for
transfers of financial assets amending the existing guidance on transfers of
financial assets to, among other things, eliminate the qualifying
special-purpose entity concept, include a new unit of account definition that
must be met for transfers of portions of financial assets to be eligible for
sale accounting, clarify and change the derecognition criteria for a transfer to
be accounted for as a sale, and require significant additional disclosure. The
standard is effective for new transfers of financial assets beginning
January 1, 2010. The adoption of this standard is not expected to have a
material impact on the Company’s results of operations or financial
condition.
 
 In
June 2009, the FASB issued an accounting standard that revised the
consolidation guidance for variable-interest entities. The modifications include
the elimination of the exemption for qualifying special purpose entities, a new
approach for determining who should consolidate a variable-interest entity, and
changes to when it is necessary to reassess who should consolidate a
variable-interest entity. The standard is effective January 1, 2010. The
Company is currently evaluating the impact of this standard, but would not
expect it to have a material impact on the Company’s results of operations or
financial condition.
 
 In
August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair
Value, which provides additional guidance on how companies should measure
liabilities at fair value under ASC 820. The ASU clarifies that the quoted price
for an identical liability should be used. However, if such information is not
available, a entity may use, the quoted price of an identical liability when
traded as an asset, quoted prices for similar liabilities or similar liabilities
traded as assets, or another valuation technique (such as the market or income
approach). The ASU also indicates that the fair value of a liability is not
adjusted to reflect the impact of contractual restrictions that prevent its
transfer and indicates circumstances in which quoted prices for an identical
liability or quoted price for an identical liability traded as an asset may be
considered level 1 fair value. This ASU is effective October 1, 2009. The
Company is currently evaluating the impact of this standard, but would not
expect it to have a material impact on the Company’s results of operations or
financial condition.
 
 In
September 2009, the FASB issued ASU No. 2009-12, Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent), that amends ASC
820 to provide guidance on measuring the fair value of certain alternative
investments such as hedge funds, private equity funds and venture capital funds.
The ASU indicates that, under certain circumstance, the fair value of such
investments may be determined using net asset value (NAV) as a practical
expedient, unless it is probable the investment will be sold at something other
than NAV. In those situations, the practical expedient cannot be used and
disclosure of the remaining actions necessary to complete the sale is required.
The ASU also requires additional disclosures of the attributes of all
investments within the scope of the new guidance, regardless of whether an
entity used the practical expedient to measure the fair value of any of its
investments. This ASU is effective October 1, 2009. The Company is
currently evaluating the impact of this standard, but would not expect it to
have a material impact on the Company’s results of operations or financial
condition.
 
 In
October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue
Arrangements—a consensus of the FASB Emerging Issues Task Force, that
provides amendments to the criteria for separating consideration in
multiple-deliverable arrangements. As a result of these amendments,
multiple-deliverable revenue arrangements will be separated in more
circumstances than under existing U.S. GAAP. The ASU does this by establishing a
selling price hierarchy for determining the selling price of a deliverable. The
selling price used for each deliverable will be based on vendor-specific
objective evidence if available, third-party evidence if vendor-specific
objective evidence is not available, or estimated selling price if neither
vendor-specific objective evidence nor third-party evidence is available. A
vendor will be required to determine its best estimate of selling price in a
manner that is consistent with that used to determine the price to sell the
deliverable on a standalone basis. This ASU also eliminates the residual method
of allocation and will require that arrangement consideration be allocated at
the inception of the arrangement to all deliverables using the relative selling
price method, which allocates any discount in the overall arrangement
proportionally to each deliverable based on its relative selling price. Expanded
disclosures of qualitative and quantitative information regarding application of
the multiple-deliverable revenue arrangement guidance are also required under
the ASU. The ASU does not apply to arrangements for which industry specific
allocation and measurement guidance exists, such as long-term construction
contracts and software transactions.  The ASU is effective beginning
January 1, 2011. The Company is currently evaluating the impact of this
standard on results of operations and financial condition.
 
 
 
 
 
 
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2009
 (Unaudited)
 
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 New Accounting
Pronouncements (continued)
 
 In
October 2009, the FASB issued ASU No. 2009-14, Certain Revenue Arrangements That
Include Software Elements—a consensus of the FASB Emerging Issues Task
Force, that reduces the types of transactions that fall within the
current scope of software revenue recognition guidance. Existing software
revenue recognition guidance requires that its provisions be applied to an
entire arrangement when the sale of any products or services containing or
utilizing software when the software is considered more than incidental to the
product or service. As a result of the amendments included in ASU
No. 2009-14, many tangible products and services that rely on software will
be accounted for under the multiple-element arrangements revenue recognition
guidance rather than under the software revenue recognition guidance. Under the
ASU, the following components would be excluded from the scope of software
revenue recognition guidance:  the tangible element of the product,
software products bundled with tangible products where the software components
and non-software components function together to deliver the product’s essential
functionality, and undelivered components that relate to software that is
essential to the tangible product’s functionality. The ASU also provides
guidance on how to allocate transaction consideration when an arrangement
contains both deliverables within the scope of software revenue guidance
(software deliverables) and deliverables not within the scope of that guidance
(non-software deliverables). The ASU is effective beginning January 1,
2011. The Company is currently evaluating the impact of this standard on the
Company’s consolidated results of operations and financial
condition.
 
 NOTE
4 – PROPERTY AND EQUIPMENT
 
 Property
and equipment consists of the following:
 October
      31,
                
                April
      30,2009
                
                2009Equipment
                $
                1,502
                $
                1,502Less:
      Accumulated depreciation
                
                (975)
                
                (825)Total
                $
                527
                $
                677
 
 Property
and equipment are recorded at cost and depreciated over a straight-line basis.
The depreciation expense for the three months ended October  31, 2009
and the years ended April 30, 2009 was $75 and $300, respectively.
 
 NOTE
5 – INTANGIBLE ASSETS - LICENSING AGREEMENT
 
 Intangible
asset consists of the following:
 October
      31,
                
                April
      30,2009
                
                2009IP
      Licensing Agreement
                $
                1,500
                $
                1,500Less:
      Accumulated amortization
                
                (975)
                
                (825)Total
                $
                525
                $
                675
 
 Intangible
assets consist of license agreements which are recorded at cost and amortized
over a straight-line basis. The amortization expense for the three months ended
October  31, 2009 and the year ended April 30, 2009 was $75 and $300,
respectively
 
 
 12
 
 
 
 
 
 
 
 
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2009
 (Unaudited)
 
 
 NOTE
6 – INTANGIBLE ASSETS - WEBSITE DEVELOPMENT
 
 Intangible
asset consists of the following:
 October
      31,
                
                April
      30,2009
                
                2009Website
      development
                $
                15,000
                $
                15,000Less:
      Accumulated amortization
                
                (1,750)
                
                (250)Total
                $
                13,250
                $
                14,750
 
 Intangible
assets consist of website development which are recorded at cost and amortized
over a straight-line basis. The amortization expense for the period ended
October  31, 2009 and the the year ended April 30, 
2009 was $750 and $250, respectively.
 
 NOTE
7 – 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 $10,000 for the six months ended
October  31, 2009 and
2008,  respectively.   Additional Paid in Capital has
been credited for the corresponding amount in each of the years,
respectively.
 
 NOTE 8
– 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.
      
 
 IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2009
 (Unaudited)
 
 
 NOTE 8
– STOCKHOLDERS’ EQUITY (continued)
 
 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.
 
 The
Company paid no salary or rent. For financial statement purposes officer
compensation in the amount of $20,000 and rent in the amount of $4,000 has been
charged on the statement of operations and a corresponding amount was credited
as additional paid in capital during the year ended April 30, 2008. The
corresponding amounts being credited to additional paid in capital.
 
 Additionally,  for
financial statement purposes officer compensation in the amount of $20,000 and
rent in the amount of $4,000 has been charged on the statement of operations and
a corresponding amount was credited as additional paid in capital during the
year ended April 30, 2009.
 
 On April
11, 2009 the Company issued 500,000 shares for services rendered, valued in lieu
of cash valued at $15,000.
 
 The
Company paid no salary or rent. For financial statement purposes, officer’s
compensation in the amounts of $5,000 and $10,000 and $1000  and
$2,000 respectively, and have been charged on the statements of operations;
 and a corresponding amount was credited as additional paid in capital
 for the three and six months  ended October 31, 2009.
  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
9– ACCOUNTING FOR WARRANTS AND DERIVATIVE INSTRUMENTS
 
 Emerging
Issues Task Force issue the standard “Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock,”
codified within ASC 815-40, 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 the standard, 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 the
standard. 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 10
– 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 $4,000  had been advanced by the CEO, Mr.
Martin Schwartz, interest free, during the three month period ending
July  31, 2009 and $1,500 was advanced during the three month period
ending October 31, 2009.  An additional $1,050 has been advanced by
the officer in the fiscal period ending 2007.   As of the period
ending October 31,  2009 Mr. Schwartz is owed $6,550.  The
company inputted $156 of loan interest for the six months ended October 31,
2009.
     
   IVT
Software, Inc
 (A
Development Stage Company)
 Notes to
Financial Statements
 October
31, 2009
 (Unaudited)
 
 
 NOTE
11– COMMITMENTS AND CONTINGENCIES
 
 The
Company is occupying the premises of its President rent-free. For financial
statement purposes, rent expense has been charged $2,000 for the
six  months period ended October  31,
2009.  Additional paid in capital has been credited for
this  period, and from inception to date respectively for the rent
expense.
 
 
 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.   During
the past 12 months 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
October 31, 2009 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.
 
 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  October 31,  2009, we had $1,206  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.
    
 
 Liquidity
and Capital Resources:
 
 
 As
of  October 31, 2009 the Company has cash available of
$1,206.    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.
 
 
 
 16
 
 
 
  
  
 
 
 
 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 $102,474.   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.
 
 
 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.
 
 
 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.
 
  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 89%  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 89% 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.  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.
 
 19.  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.
 
 
 20.  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.  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
 
   
 
 
 
 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 November 7, 2009.
 
 
 
 
 
 
 
 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
              
              December 7,  
      2009
 
 
 20