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:  July  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 July  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 Condensed Financial Statements (unaudited)

7Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations

16Item 3.

Qualitative and Quantitative Disclosures About Market Risk

16Item 4.

Controls and Procedures

17PART II. OTHER INFORMATIONItem 1.

Legal Proceedings

18Item 1A.

Risk Factors

18Item 2.

Defaults on Senior Securities

20Item 3.

Submission of Matters to a Vote of Security Holders

20Item 4.

Other Information

20Item 6.

Exhibits

21














2


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


July 31,


April 30,ASSETS

2009


2009(Unaudited)Current AssetsCash and cash equivalents

$
1,206


$
1,168Total Current Assets


1,206



1,168Property & equipment, net of depreciation (Note 4)


602



677IP licensing agreement, net of amortization (Note 5)


600



675IP website development, net of amortization (Note 6)


14,000



14,750Total Assets

$
16,408


$
17,270LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESOfficer's loan (Note 10)

$
5,050


$
1,050Accounts payable


1,500



3,500Total Current Liabilities


6,550



4,550COMMITMENTS AND CONTINGENCIES


-



-STOCKHOLDERS' EQUITY (Note 8)Preferred stock  $0.0001 par value,authorized 10,000,000 shares, none issued & outstanding


-



-Common stock, $0.0001 par value ,authorized 200,000,000 shares; issued  &outstanding  13,419,167 and 13,419,167, respectively


1,341



1,341Additional paid in capital


102,503



96,434Accumulated deficit during the developmental stage


(93,986
)


(85,055
)Total Stockholders' Equity


9,858



12,720Total Liabilities and Stockholders' Equity

$
16,408


$
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 15,2006For the Three Months Ended


(Inception) toJuly 31,


July 31,2009


2008


2009REVENUES

$
-


$
-


$
-OPERATING EXPENSESGeneral and administrative


2,962



3,444



31,117Officer's compensation


5,000



5,000



60,000Depreciation and amortization


900



150



2,800Total operating expenses


8,862



8,594



93,917Interest expense


69



-



69Loss from operations


(8,931
)


(8,594
)


(93,986
)Provision for Income Tax


-



-



-NET LOSS

$
(8,931
)

$
(8,594
)

$
(93,986
)LOSS PER COMMON SHAREBasic and Diluted


-



-WEIGHTED AVERAGE NUMBEROF SHARES OUTSTANDING


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 July 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
-

-

6,000

-

6,000Imputed interest
-

-

69

-

69Net loss for the three months ended July 31, 2009
-

-

-

(8,931)

(8,931)Balance as of July 31, 2009 (unaudited)
13,419,167
$
1,341
$
102,503
$
(93,986)
$
9,858





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 15,2006For the Three Months Ended

(Inception) toJuly 31,

July 31,2009

2008

2009Cash flows from operating activitiesNet loss
$
(8,931)
$
(8,594)
$
(93,986)Officers compensation and rentcharged to paid in capital

6,000

6,000

60,000Depreciation and amortization

900

150

2,800Imputed interest for officer loan

69

-

69Changes in assets and liabilities(Increase)Decrease in accounts payable

(2,000)

(7,500)

1,500Net cash used by operating activities

(3,962)

(9,944)

(29,617)Cash flows from investing activitiesLicensing agreement

-

-

(1,500)IP website development

-

-

(15,000)Property and equipment

-

-

(1,502)Net cash used by investing activities

-

-

(18,002)Cash flows from financing activitiesOfficer's loan

4,000

-

5,050Issuance 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

4,000

-

48,825Net increase (decrease) in cash

38

(9,944)

1,206Cash and cash equivalents, beginning of period

1,168

23,731

-Cash and cash equivalents, end of period
$
1,206
$
13,787
$
1,206Supplemental disclosures:Noncash investing and financing activities:Issuance of shares for officer
$
-
$
-
$
1,200Officers compensation and rentcharged to paid in capital
$
6,000
$
6,000
$
60,000Issuance 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
July 31, 2009


NOTE 1 – GENERAL ORGANIZATION AND BUSINESS

IVT Software, Inc.   (A Development Stage Company) was incorporated on March 15, 2006 under the laws of the State of Nevada.  The Company currently has no operations and in accordance with SFAS #7 is considered to be in the development stage.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has no established source of revenue.  This raises substantial doubt about the Company’s ability to continue as a going concern.  Without realization of additional capital,
it would be unlikely for the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.

The Company’s activities to date have been supported by equity financing.  It has sustained loss of $92,486 from inception to July 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.

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

Fair Values of Financial Instruments

Financial instruments are recorded at fair value in accordance with FASB Statement No. 157.

Cash and Cash Equivalents

For the purpose of the statements of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.

Property andEquipment

Depreciation and amortization are recognized principally on the straight line method in amounts adequate to amortize costs over the estimated useful lives of the respective assets.  The estimated useful life of equipment is five years.


7



IVT Software, Inc
(A Development Stage Company)
Notes to Financial Statements
July 31, 2009


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock Based Compensation

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial
statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005 the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff’s views regarding
the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods.

On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123R. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for
those periods under SFAS 123. Effective January 1, 2006, the Company has fully adopted the provisions of SFAS No. 123R and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

Income Taxes

The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, “Accounting for Income Taxes;” SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.  No provision for income taxes is included in the financials statements due to its immaterial amount.

Use of Estimates

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

Net Income (Loss) per Common Share

Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive.  The Company has not issued any potentially dilutive securities.

Revenue and Cost Recognition

The Company has generated no revenues to date.  The Company plans to recognize revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” and SAB No. 104, “Revenue Recognition”. In all cases, revenue is recognized
only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectibles is reasonably assured.   The Company will recognize revenues from the sale of its tutorial CD’s and for its tutorial course memberships after the sale has been made, payment has been received and the CD or access to the learning infrastructure has been delivered to the buyer.



8

IVT Software, Inc
(A Development Stage Company)
Notes to Financial Statements
July 31, 2009


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Intellectual Properties

The Company has adopted the provisions of Emerging Issues Task Force 00-2, “Accounting for Web Site Development Costs.” Costs incurred in the planning stage of a website are expensed as research and development while costs incurred in the development stage are capitalized and amortized over the life of the asset, estimated to
be five years. Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its website as incurred.  The Company incurred $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 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.


Recently Adopted Accounting Pronouncements

In May 2009, the FASB issued SFAS No. 165, "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 SFAS No.165, 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 April 1, 2009.

In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP FAS 157-4). FSP FAS 157-4 amends SFAS 157 and provides additional guidance for estimating fair value in accordance
with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased and also includes guidance on identifying circumstances that indicate a transaction is not orderly for fair value measurements. This FSP shall be applied prospectively with retrospective application not permitted. This FSP shall be effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting
this FSP must also early adopt FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (FSP FAS 115-2 and FAS 124-2). Additionally, if an entity elects to early adopt either FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (FSP FAS 107-1 and APB 28-1) or FSP FAS 115-2 and FAS 124-2, it must also elect to early adopt this FSP. The adoption of this standard did not have a material impact on the Company’s 
results of operations or financial condition.





9



IVT Software, Inc
(A Development Stage Company)
Notes to Financial Statements
July 31, 2009


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Adopted Accounting Pronouncements (continued)

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairment” (FSP 115-2/124-2). FSP 115-2/124-2 amends the requirements for the recognition and measurement of other-than-temporary impairment for debt securities by modifying the pre-existing “intent and ability” indicator.
Under FSP 115-2/124-2, an other-than-temporary impairment is triggered when there is an intent to sell the security, it is more likely then not that the security will be required to be sold before recovery, or the security is not expected to recover the entire amortized cost basis of the security. Additionally, FSP 115-2/124-2 changes the presentation of an other-than-temporary impairment in the income statement for those impairments involving credit losses. The credit loss component will be recognized in earnings
and the remainder of the impairment will be recorded in other comprehensive income. FSP 115-2/124-2 is effective for the Company beginning in the second quarter of fiscal year 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 FSP FAS 107-1 and APB 28-1, “Interim Disclosure about Fair Value of Financial Instruments” (“FSP 107-1/APB 28-1”). FSP 107-1/APB 28-1 requires interim disclosures regarding the fair values of financial instruments that are within the scope of FAS 107, “Disclosures about the Fair
Value of Financial Instruments,” Additionally, FSP 107-1/APB 28-1 requires disclosures of the methods and significant assumptions used to estimate the fair value of financial instruments on an interim basis as well as changes in the methods and significant assumptions from prior periods. FSP 107-1/APB 28-1 does not change the accounting treatment for these financial instruments and is effective for the Company beginning in the second quarter of fiscal year 2009. The adoption of this standard did not have
a material impact on the Company’s  results of operations or financial condition.

In the first quarter of 2009, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 141 (revised 2007), “Business Combinations” (SFAS No. 141(R) as mended by FASB staff position FSP 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination.” SFAS No. 141(R) generally
requires an entity to recognize the assets acquired, liabilities assumed, contingencies, and contingent consideration at their fair value on the acquisition date. In circumstances where the acquisition-date fair value for a contingency cannot be determined during the measurement period and it is concluded that it is probable that an asset or liability exists as of the acquisition date and the amount can be reasonably estimated, a contingency is recognized as of the acquisition date based on the estimated amount.
It further requires that acquisition related costs be recognized separately from the acquisition and expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expenses. In addition, acquired in-process research and development is capitalized as an intangibles asset and amortized over its estimated useful
life. SFAS No. 141(R) is applicable to business combinations on a prospective basis beginning in the first quarter of 2009. The Company adopted SFAS No. 141(R) for its business combination during the quarter ended March 31, 2009.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff
Position 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 (“FSP 157-1”) and FASB Staff Position 157-2, “Effective Date of FASB Statement No. 157” (“FSP 157-2”). FSP 157-1 amends SFAS 157 to remove certain leasing transactions from its scope. FSP 157-2 delays the effective date of SFAS 157 for all non-financial
assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company adopted SFAS 157 effective January 1, 2008 for all financial assets and liabilities as required. The adoption of SFAS 157 was
not material to the Company’s financial statements or results of operations.




10



IVT Software, Inc
(A Development Stage Company)
Notes to Financial Statements
July 31, 2009


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Adopted Accounting Pronouncements (continued)

Effective January 1, 2009, the Company adopted the provisions of EITF 07-5,"Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 applies to any freestanding financial instruments or embedded
features that have the characteristics of a derivative, as defined by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. The adoption of EITF 07-5 was not material to the Company's financial statements or results of operations.

In December 2008, the FASB issued FSP 132(R)-1, Employers Disclosures about Postretirement Benefit Plan Assets (FSP 132(R)-1). FSP 132(R)-1 requires additional disclosures for plan assets of defined benefit pension or other postretirement plans. The required disclosures include a description of our investment policies and strategies, the
fair value of each major category of plan assets, the inputs and valuation techniques used to measure the fair value of plan assets, the effect of fair value measurements using significant unobservable inputs on changes in plan assets, and the significant concentrations of risk within plan assets. FSP 132(R)-1 does not change the accounting treatment for postretirement benefits plans. The adoption of FSP 132(R)-1 was not material to the Company’s financial statements or results of operations.

In June 2008, the Financial Accounting Standards Board (FASB) issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 concludes that unvested share-based payment awards that contain rights to receive non-forfeitable dividends
or dividend equivalents are participating securities, and thus, should be included in the two-class method of computing earnings per share (EPS). FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. Early application of EITF 03-6-1 is prohibited. It also requires that all prior-period EPS data be adjusted retrospectively. The adoption of FSP No EITF 03-6-1 was not material to the Company’s financial statements or results of operations.

In April 2008, the FASB issued Staff Position FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP FAS 142-3) which amends the factors an entity should consider in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS No. 142, Goodwill and Other Intangible
Assets (FAS No. 142). FSP FAS 142-3 applies to intangible assets that are acquired individually or with a group of assets and intangible assets acquired in both business combinations and asset acquisitions. It removes a provision under FAS No. 142, requiring an entity to consider whether a contractual renewal or extension clause can be accomplished without substantial cost or material modifications of the existing terms and conditions associated with the asset. Instead, FSP FAS 142-3 requires that an entity consider
its own experience in renewing similar arrangements. An entity would consider market participant assumptions regarding renewal if no such relevant experience exists. FSP FAS 142-3 is effective for year ends beginning after December 15, 2008 with early adoption prohibited. The adoption of FAS 142-3 was not material to the Company’s financial statements or results of operations.

In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial
position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of SFAS 161 was not material to the Company’s financial statements or results of operations.



11




IVT Software, Inc
(A Development Stage Company)
Notes to Financial Statements
July 31, 2009


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Adopted Accounting Pronouncements (continued)

On December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in Consolidated Financial Statements (SFAS No. 160). SFAS No. 160 requires all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. The statement establishes a single method of accounting for changes
in a parent's ownership interest in a subsidiary that do not result in deconsolidation and expands disclosures in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The adoption of SFAS No 160 was not material to the Company’s financial statements or results of operations.

In December 2004, SFAS No. 123R, Share-Based Payment, an Amendment of SFAS No. 123, was issued and it was effective as of the beginning of the Groups 2006 fiscal year. SFAS No. 123R requires all share-based payments to qualified individuals, including grants of employee stock options, to be recognized as compensation expense in the financial
statements based on their grant date fair values. The adoption of SFAS No. 123R was not material to the Company's financial statements or results of operations.

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162," and approved—the FASB Accounting Standards CodificationTM (Codification)
as the single source of authoritative nongovernmental US GAAP. The Codification does not change current US GAAP, but is intended to simplify user access to all authoritative US GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered non-authoritative. For the Company, the Codification is effective August 1, 2009 and will require
future references to authoritative US GAAP to coincide with the appropriate section of the Codification. Accordingly, this standard will not have an impact on the Company's consolidated results of operations or financial condition.

In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)," which 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. For the Company, this 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 June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets-an amendment of FASB Statement No. 140," amending the 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. For the Company, this standard is effective for new transfers of financial assets beginning January 1, 2010. Because the Company historically does not have significant transfers of financial assets, the adoption of this standard is not expected to have a material impact on the Company's results of operations
or financial condition.







12







IVT Software, Inc
(A Development Stage Company)
Notes to Financial Statements
July 31, 2009


NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consists of the following:
July 31,2009

2008Equipment
$
1,502
$
1,502Less: Accumulated depreciation

(900)

(600)Total
$
602
$
902

Property and equipment are recorded at cost and depreciated over a straight-line basis. The depreciation expense for the three months ended July 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:
July 31,2009

2008IP Licensing Agreement
$
1,500
$
1,500Less: Accumulated amortization

(900)

(600)Total
$
600
$
900

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 July 31, 2009 and the year ended April 30, 2009 was $75 and $300, respectively.



NOTE 6 – INTANGIBLE ASSETS - WEBSITE DEVELOPMENT

Intangible asset consists of the following:
July 31,2009


2008Website development

$
15,000


$
-Less: Accumulated amortization


(1,000
)


-Total

$
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 July 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 $5,000 for the three months ended July 31, 2009 and 2008,
respectively.   Additional Paid in Capital has been credited for the corresponding amount in each of the years, respectively.





13








IVT Software, Inc
(A Development Stage Company)
Notes to Financial Statements
July 31, 2009


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.

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’s compensation in the amounts of $5,000 and $1,000  and have been charged on the statements of operations; and a corresponding amount was credited as additional paid in capital for the three months ended July  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.




14




IVT Software, Inc
(A Development Stage Company)
Notes to Financial Statements
July 31, 2009


NOTE 9– ACCOUNTING FOR WARRANTS AND DERIVATIVE INSTRUMENTS

Emerging Issues Task Force issue EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock,” (“EITF No. 00-19”) requires freestanding contracts that are settled in a company's own stock to be designated as an equity instrument, asset or a liability.
In accordance with EITF No. 00-19, the Company determined that the warrants issued in connection with the Common Shares sold to its shareholders should not be classified as a derivative liability due to the fact that the Registration Rights Agreement specifically states that in the event the SEC fails to declare the registration statement effective, the Company has no liability to the warrant holders and has no obligation to pay any penalties.  Furthermore, the Company evaluated the Class A and Class
B Warrants and Class C Warrants to determine if the embedded conversion options were derivatives pursuant to SFAS 133 and related interpretations including EITF 00-19. The Company determined that the embedded conversion options are not derivatives because the company is not currently publicly traded and the underlying shares are not easily convertible to cash. Furthermore, the Class A warrants are exercisable @ $0.50 per share which is above the offering price of $0.03 for the common shares by a factor of 16.66
and the Class B Warrants are exercisable @ $1.00 which is above the offering price of the common shares by a factor of 33.33, and Class C Warrants are exercisable @$1.50 which is above the offering price of the common shares by a factor of 50.  The company therefore determined that the warrants have no intrinsic value.

NOTE 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.  An additional $1,050 has been advanced by the officer in the fiscal period ending 2007.   As of the period ending July  31,
2009 Mr. Schwartz is owed $5,050.

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 $1,000 for the three  months period ended July 31, 2009.  Additional paid in capital has been credited for this  period, and from inception to date respectively for the rent expense.


15




























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 atwww.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 July 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  July 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.








16


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  July 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.






17







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 $92,486.   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.






18





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.









19


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









20





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 September 10, 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  September 10,  2009.





Signature

Title

Date/s/ Martin Schwartz

Chairman of the Board
Chief Executive Officer , Chief Accounting Officer

September 10,2009








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