form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Period Ended: January 31, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number: 333-151435

IVT Software, Inc.

(Exact name of registrant as specified in its charter)

Nevada	8299	74-3177586
State or Other Jurisdiction of Incorporation of Organization)	Primary Standard Industrial Code	(I.R.S. Employer Identification No.)

Martin Schwartz, CEO

196 North Crest Place

Lakewood, NJ 08701

Tel: 732-901-0566

(Address and Telephone Number of Registrants Principal Place of Business)

(Issuer’s telephone number, including area code)

Former name:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ¨		Accelerated Filer ¨
Non-accelerated Filer ¨		Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

IVT Software, Inc. had 13,419,167 shares of common stock outstanding at March 8, 2010

IVT Software, Inc.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1.	Financial Information	3
	Balance Sheets (unaudited)	3
	Statements of Operations (unaudited	4
	Statements of Stockholders Deficit	5
	Statements of Cash Flows (unaudited)	6
	Notes to Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Qualitative and Quantitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures	10

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11

Item 2.	Defaults on Senior Securities	11
Item 3.	Submission of Matters to a Vote of Security Holders	12
Item 4.	Other Information	12
Item 6.	Exhibits	13

PART 1

FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

The financial statements of IVT Software, Inc. (A Development Stage Company) (the “Company”), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Company’s Form 10K for the period ended April 30, 2009.

IVT Software, Inc

(A Development Stage Company)

Balance Sheets

		January 31,		April 30,
ASSETS		2010		2009
		(Unaudited)
Current Assets
Cash and cash equivalents	$	606	$	1,168

Total Current Assets		606		1,168

Property and equipment, net of depreciation		452		677
IP licensing agreement, net of amortization		450		675
IP website development, net of amortization		12,500		14,750

Total Assets	$	14,008	$	17,270

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Officer's loan	$	7,550	$	1,050
Accounts payable		1,850		3,500
Total Current Liabilities		9,400		4,550

Commitments and Contingencies		-		-

Stockholders' Equity
Preferred Stock $0.0001 par value,
authorized 10,000,000 shares, none issued and outstanding		-		-
Common stock, $0.0001 par value ,
authorized 200,000,000 shares; issued and outstanding
13,419,167 and 13,419,167, respectively		1,341		1,341
Additional paid in capital		114,691		96,434
Accumulated deficit during the developmental stage		(111,424)		(85,055)
Total Stockholders' Equity		4,608		12,720

Total Liabilities and Stockholders' Equity	$	14,008	$	17,270

The accompanying notes are an integral part of these financial statements.

IVT Software, Inc

(A Development Stage Company)

Statements of Operations

(Unaudited)

										For the Period
										March 15,
										2006
		Three Months Ended				Nine Months Ended				(Inception) to
		January 31,				January 31,				January 31,
		2010		2009		2010		2009		2010

REVENUES	$	-	$	-	$	-	$	-	$	-

OPERATING EXPENSES
General and administrative		1,950		7,176		5,412		13,303		34,567
Officer's compensation		5,000		5,000		15,000		15,000		60,000
Rent - related party		1,000		1,500		3,000		3,500		12,000
Depreciation and amortization		900		150		2,700		450		4,600
Total operating expenses		8,850		13,826		26,112		32,253		111,167

Interest expense		101		-		257		-		257

NET LOSS	$	(8,951)	$	(13,826)	$	(26,369)	$	(32,253)	$	(111,424)

LOSS PER COMMON SHARE
Basic and Diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

WEIGHTED AVERAGE NUMBER
OF 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.

IVT Software, Inc

(A Development Stage Company)

Statements of Changes in Stockholder’s Equity

For the nine months ended January 31, 2010

(unaudited)

	Common Stock				Additional				Total
	$0.0001 Par Value				Paid in		Accumulated		Shareholders'
	Shares		Amount		Capital		Deficit		Equity

Balance as of April 30, 2009	13,419,167	$	1,341	$	96,434	$	(85,055)	$	12,720
Officer's Compensation credited to additional
paid in capital in	-		-		15,000		-		15,000
Rent credited to Additional paid in capital	-		-		3,000		-		3,000
Imputed interest for office loan	-		-		257		-		257
Net Loss for the nine months ended January 31, 2010	-		-		-		(26,369)		(26,369)
Balance as of January 31, 2010	13,419,167	$	1,341	$	114,691	$	(111,424)	$	4,608

The accompanying notes are an integral part of these financial statements.

IVT Software, Inc

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

						For the Period
						March 15,
						2006
		Nine Months Ended				(Inception) to
		January 31,				January 31,
		2010		2009		2010
Cash flows from operating activities
Net loss	$	(26,369)	$	(32,253)	$	(111,424)
Officers compensation charged to paid in capital		15,000		15,000		60,000
Rent charged to paid in capital		3,000		3,500		12,000
Depreciation and amortization		2,700		450		4,600
Imputed interest for officer loan		257		-		257
Accounts payable		(1,650)		(7,500)		1,850
Net cash used in operating activities		(7,062)		(20,803)		(32,717)

Cash flows from investing activities
Licensing agreement		-		-		(1,500)
Property and equipment		-		-		(1,502)
Net cash used in investing activities		-		-		(3,002)

Cash flows from financing activities
Officer's Loan		6,500		-		7,550
Founder- Shares Issued for Cash		-		-		1,200
Sale of Common Stock With Warrants		-		-		27,575
Net cash provided by financing activities		6,500		-		36,325

Net increase (decrease) in cash		(562)		(20,803)		606

Cash and cash equivalents, beginning of period		1,168		23,731		-

Cash and cash equivalents, end of period	$	606	$	2,928	$	606

Supplemental disclosures:
Noncash investing and financing activities:
Issuance of common stock for
IP website development	$	-	$	-	$	15,000

The accompanying notes are an integral part of these financial statements.

IVT Software, Inc

(A Development Stage Company)

Notes to Financial Statements

January 31, 2010

(Unaudited)

NOTE 1 – BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto as of April 30, 2009. Operating results for the nine months ended January 31, 2010 are not necessarily indicative of the results that may be expected for the year ending April 30, 2010.

Recent Accounting Pronouncements

In May 2009, the FASB issued a new accounting standard regarding subsequent events. This standard incorporates into authoritative accounting literature certain guidance that already existed within generally accepted auditing standards, with the requirements concerning recognition and disclosure of subsequent events remaining essentially unchanged. This guidance addresses events which occur after the balance sheet date but before the issuance of financial statements. Under the new standard, as under previous practice, an entity must record the effects of subsequent events that provide evidence about conditions that existed at the balance sheet date and must disclose but not record the effects of subsequent events which provide evidence about conditions that did not exist at the balance sheet date. This standard added an additional required disclosure relative to the date through which subsequent events have been evaluated and whether that is the date on which the financial statements were issued. For the Company, this standard was effective beginning July 1, 2009.

NOTE 2 – GOING CONCERN

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

The Company’s activities to date have been supported by equity financing. It has sustained loss of $111,424 from inception March 15, 2006 to January 31, 2010. Management plans to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

IVT Software, Inc

(A Development Stage Company)

Notes to Financial Statements

January 31, 2010

(Unaudited)

NOTE 3- RELATED PARTY TRANSACTIONS

Short term funds amounting to $6,500 have been advanced by the CEO, Mr. Martin Schwartz, interest free, during the nine months ended January 31, 2010. As of January 31, 2010 Mr. Schwartz is owed $7,500. Interest is imputed on these loans at 5.50%

NOTE 4 – STOCKHOLDERS’ EQUITY

Additional paid in capital has been credited $15,000 for officer's compensation, and $3,000 for rent for the nine month periods ended January 31, 2010 and 2009 respectively. The sum of $257 imputed interest was credited to additional paid in capital for the nine months ended January 31, 2010. No imputed interest was charged during the corresponding period ended January 31, 2009.

NOTE 5 – SUBSEQUENT EVENTS

The Company evaluated subsequent events through March 8, 2010, the date that these financial statements were issued.

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

Plan of Operation

Overview

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

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

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

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

Plan of Operation

We planned two phases of operations. Phase 1 involved the activities related the implementation of our website for the purpose of selling the tutorial CD'S and also for the development of our online learning infrastructure which will enable a user to pay a membership fee and access our study guides on line. This phase has been completed. Phase II centers around expanding our services through aggressive marketing, which will require that we raise additional funds to recruit key personnel and for new product development and for conducting an aggressive marketing campaign to attract clients who will purchase our CD'S and or memberships to our learning infrastructure. Phase II also involves acquiring additional licensing agreements for tutorials covering a larger segment of the tutorial market place, and also the in house development of educational videos and CD'S for the autism and special education market place

Phase II of our Plan of Operations:

Phase II centers around expanding our services through aggressive marketing, which will require that we raise additional funds to recruit key personnel and for conducting an aggressive marketing campaign to attract clients who will purchase our CD'S and or memberships to our learning infrastructure. Phase II also involves acquiring additional licensing agreements for tutorials covering a larger segment of the tutorial market place, and also the in house development of educational videos and CD'S for the autism and special education market place For executing Phase II of our operations, we will need to raise substantial funds in order to launch a broad marketing campaign to attract clients for our products and services in order to become a viable business. We cannot offer assurances that any additional funds will be raised when we require them or that we will be able to raise funds on suitable terms. Failure to obtain such financing when needed could delay or prevent our planned development and our marketing effort which is necessary for our business to become viable. If we do not become a viable business we will be forced to cease operations.

We will seek to raise $350,000 to $850,000 to fund our Phase II of our Plan of Operations.

All of the activities discussed below are contingent upon our success in raising the requisite additional capital to execute the second phase of our operations. If we are unsuccessful in raising additional capital, we will have insufficient funds to continue our business and will likely need to cease operations.

Provided we are successful in raising funds for Phase II, within 30 days following receipt of funds, we plan to hire a Chief Operations Officer as well as a Marketing Officer to assist us with our business operations. We anticipate the cost of these two key management positions will be approximately $120,000 per annum plus restricted stock and stock options.

We plan to budget $35,000 for administrative expenses, $50,000 for public relations and marketing of our tutorials $25,000 to obtain additional licenses for a broad range of tutorials and self help videos. We plan to expand our titles and our marketing efforts; relative to the amount of funds we are successful in raising.

Liquidity and Capital Resources:

As of January 31, 2010 the Company has cash available of $606. The Company will need to raise substantial funds in order to execute its marketing plan.

Because of uncertainties surrounding our development and limited operating history, we anticipate incurring development stage losses in the foreseeable future. Our ability to achieve our business objectives is contingent upon our success in raising additional capital until adequate revenues are realized from operations. We are experiencing difficulties in raising funds considering the current implosion in the stock market negatively affecting capital formation

We intend to meet our long-term liquidity needs through available cash and cash flow as well as through additional financing from outside sources. We currently have not entered into any with any funding agreements.

Should the company be successful in raising funds in exchange of the issuances of equity or convertible debt securities it is highly likely it will result in massive dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our Common Stock.

There is no assurance that the Company will enter into an agreement for funding, or that funding will be available at an acceptable cost of funds. In the event the company is unable to raise the necessary funds, it will be forced to significantly curb its activities in order to preserve its capital, and may have to go out of business if it does not succeed.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

We believe that our business operations are not exposed to market risk relating to interest rate, foreign currency exchange risk or commodity price risk.

Item 4. Controls and Procedures

Evaluation and Disclosure Controls and Procedures

As of the end of the period covered by this report, our management conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, the officers concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by our company in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms.

Changes in Internal Controls over Financial Reporting

Based on their evaluation as of the end of the period covered by this quarterly report on Form 10-Q, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, were effective in design and operation. There have been no changes in our system of internal control over financial reporting in connection with the evaluation by our principal executive officer and principal financial officer during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

We are not aware of any pending or threatened litigation against us that we expect will have a material adverse effect on our business, financial condition, liquidity, or operating results.

Item 1A- Risk Factors

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

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 Exhibit

31.1	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 2002

32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, IVT Software, Inc. has duly caused this Report to be signed on behalf of the undersigned thereunto duly authorized on March 3, 2010

IVT SOFTWARE, INC.

By:	/s/ Martin Schwartz
President and CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the capacities indicated and on November

Signature	Title	Date

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