Case: 1:09-cv-01775 Document #: 129-8 Filed: 12/11/09 Page 1 of 5 PageID #:1906

THE LEBRECHT GROUP

A PROFESSIONAL LAW CORPORATION

Brian A. Lebrecht, Esq. *

Craig V. Butler, Esq. **

Admitted in Califomia and Utah* Admitted only in Califomia**

December 4, 2009

Via Email (shoenthaIA@sec.gov)

Via Email Oeslie.weiss@btlaw.com)

Andrew Shoenthal U.S. Securities and Exchange Commission Chicago Regional Office 175 Jackson Boulevard, Suite 900 Chicago, IL 60604-2908

Leslie Weiss Barnes & Thornburg LLP 1 North Wacker Drive, Suite 4400 Chicago,IL 60606-2833

Re:

INverso Corp.

Dear Mr. Shoenthal and Ms. Weiss: By way of clarification, this firm represents INverso Corp. We do not represent any other individual or entity involved with INverso or in the matter of SEC v. The Nutmeg Group, et at. I am in receipt of Mr. Shoenthal's letter dated December 1, 2009 and addressed to Randall Goulding and William A. Hartman. I assume that, because Mr. Shoenthal has requested certain things from INverso Corp. (the "Company") in his letter that he intended for the correspondence to be addressed to the Company, via Mr. Hartman in his capacity as President of the Company, and did not intend for the letter to be addressed to Mr. Hartman personally. If this is not the case, and the SEC is addressing correspondence to Mr. Hartman personally regarding this or any other matter, please let us know immediately so that Mr. Hartman can decide whether or not he needs to retain legal counsel. I am also in receipt of the email from Kevin Driscoll of Barnes & Thornburg LLP dated December 3, 2009 and addressed to Randy Goulding. I was intended to be copied on that email, however my email address was entered incorrectly, and thus I did not receive it until Mr. Goulding forwarded a copy to me yesterday, December 3,2009. I am addressing this response on behalf of the Company to both of you because it appears that both of your items of correspondence raise essentially the same issues and can be

IRVINE OFFICE: 9900 RESEARCH DRIVE IRVINE CALIFORNIA 92618 (949) 635-1240 FAX (949) 635-1244
00038800.DOC

SALT LAKE CITY OFFICE: 406 W. SOUTH JORDAN PARKWAY SUITE 160 SOUTH JORDAN UTAH 84095 www.thelebrechtgroup.com (801) 983-4948 FAX (801) 983-4958

Case: 1:09-cv-01775 Document #: 129-8 Filed: 12/11/09 Page 2 of 5 PageID #:1907

Andrew Shoenthal Leslie Weiss December 4, 2009 Page 2

addressed jointly. Mr. Shoenthal, your letter makes a variety of assertions that I believe are incorrect, but that do not warrant the time and expense of specifically addressing because I believe we will address most of the issues with only a couple of actions. However, please do not interpret the fact that I am not specifically addressing or opposing one of your assertions as our agreement with it. By way of background, let me briefly outline the sequence and timing of events that have recently taken place involving the Company: Management Changes A. On September 9, 2009, acting in his capacity as the Sole Director of the Company at that time, Mr. Goulding expanded the Board of Directors from one member to four. Article III, Sections 2 and 3 of the Company's bylaws specifically allow the existing Board to expand the size of the Board, and to fill any vacancies created by that expansion. Mr. Goulding appointed William A. Hartman, Bonnie L. Hartman, and Heidi H. Carl as directors. B. Immediately following the expansion of the Board and the appointments set forth above, Mr. Goulding resigned as a member of the Board of Directors, and further resigned in all officer capacities except for Secretary of the Corporation.

C. Following Mr. Goulding's resignation from the officer positions of Chief Executive Officer and Chief Financial Officer, the three remaining Board Members filled the open officer positions as follows:
William A. Hartman Bonnie L. Hartman Heidi H. Carl President and CEO Treasurer Director of Marketing and Planning

The above changes were properly described in a Current Report on Form 8-K dated September 10, 2009 and filed with the SEC on September 11, 2009. Ms. Weiss, while I acknowledge the fact that the various Nutmeg entities over which you have been appointed receiver owned a majority of the outstanding securities of the Company prior to the above-described management changes, neither shareholder approval nor shareholder notification was required for these actions under applicable Delaware law. The Board of Directors acted, at all times, within their powers, and in full compliance with Delaware law and the Securities Exchange Act of 1934. I acknowledge that we did have a telephone conversation about these and other potential changes involving the Company, and your comments were taken into consideration, but neither the Company, nor any of the new officers or directors are subject to any Court order, restraining order, or the receivership, and it would be acting against the best interests ofthe minority shareholders to give you a "veto" power that you do not possess. Business Changes A. On September 28, 2009, the Company entered into several agreements to gain access to the new medical technology that it is currently pursuing. The first two agreements are

Case: 1:09-cv-01775 Document #: 129-8 Filed: 12/11/09 Page 3 of 5 PageID #:1908

Andrew Shoenthal Leslie Weiss December 4, 2009 Page 3

license agreements with Altman Enterprises, LLC and Marv Enterprises, LLC. These entities each own a different patented medical technology. A total of 1,851,111 shares of a newly created series of preferred stock, known as Series A Convertible Preferred Stock, was issued to the two entities as consideration under the license agreements. This consideration was negotiated at arm's length between unrelated parties, and the Board of Directors of the Company took all necessary and required steps in furtherance of their duties. It was determined that a third-party valuation was not necessary nor practical, there were no conflicts of interest in the transaction, and Mr. Goulding was not involved in this transaction in any way.
B. Also on September 28, 2009, Mr. Hartman agreed to stay on as an officer and director of the Company and to oversee the growth of its new business. As consideration, he was issued 1,851,111 shares of the same preferred stock that was issued to the licensors above. We do not believe that there was a conflict of interest in this transaction either, because two other directors approved the issuance of the preferred stock to Mr. Hartman, but to the extent that the fact that those other directors are his spouse and adult daughter, we obtained the consent of the other preferred stockholders, who were at that time the majority shareholders of the Company.

C. The issuance of the preferred stock represented a change in control of the Company, and the above transactions were disclosed as such in a Current Report on Form 8-K dated October I, 2009 and filed with the SEC on October 2, 2009. Again, neither shareholder approval nor shareholder notification was required for these actions under applicable Delaware law. The Board of Directors acted, at all times, within their powers, and in full compliance with Delaware law and the Securities Exchange Act of 1934. Initial Capital Raise With a new business, and new management, and the financial obligations of being a reporting issuer under the Securities Exchange Act of 1934, the Company has a need for capital. Bonnie Hartman invested $10,000 into the Company pursuant to a Securities Purchase Agreement dated October 2, 2009. In exchange, she and/or her assigns received 2,500,000 shares of the Company's common stock. This is a price of $0.004 per share, which is higher than the price that the Nutmeg entities, as well as the other minority shareholders in the Company, paid for their stock. This transaction was reported in a Current Report on Form 8-K dated October 6, 2009 and filed with the SEC on October 7, 2009. Again, neither shareholder approval nor shareholder notification was required for these actions under applicable Delaware law. The Board of Directors acted, at all times, within their powers, and in full compliance with Delaware law and the Securities Exchange Act of 1934. There was some assertion by Mr. Driscoll that the $10,000 went to Mr. Goulding. It did not, that money went to the Company. Annual Report on Form 10-K On October 13, 2009, the Company filed its Annual Report on Form 10-K. All of the transactions that have been described above were disclosed, including but not limited to the new

Case: 1:09-cv-01775 Document #: 129-8 Filed: 12/11/09 Page 4 of 5 PageID #:1909

Andrew Shoenthal Leslie Weiss December 4, 2009 Page 4

management, the new business, and the securities issuances. For the first time in its existence, the Company did not check the box on the front of the filing indicating that it was a shell, because it no longer was. There was a reference in Mr. Shoenthal's letter to the way that the ownership of Mr. Goulding and/or the various Nutmeg entities was disclosed in the 10-K. First, let me remind you that there is no absolute manner in which securities ownership must be disclosed. There is, of course, required information that must be disclosed, but the format of the tables, footnotes, etc. is left up to the disclosing company. Because, historically, the Company had disclosed the securities owned by the various Nutmeg funds as being owned by Mr. Goulding, we decided to use that same format, with expanded disclosure about the current receivership situation. Therefore, all of the securities owned by the various Nutmeg funds were attributed to Mr. Goulding, and the applicable footnote read as follows: Randall S. Goulding normally exercises voting and/or dispositive power over the securities held by the Nutmeg Fortuna Fund, LLLP (13,005,061 shares), Nutmeg Group, LLC (4,260,405 shares), Nutmeg Patriot Fund, LLLP (6,635,912 shares), and the Nutmeg Mercury Fund, LLLP (19,964,033 shares). Consequently, the ownership of the shares held by the various funds are is attributed to Randall S. Goulding. However, pursuant to an action brought by the Securities and Exchange Commission against Mr. Goulding and the above-named funds, voting and dispositive power has been placed in the hands of a court-appointed receiver. I don't know how we could have been more clear, given the fact that the SEC action is relatively new, the receivership is relatively new, and it is entirely possible that all of this control and ownership reverts back to Mr. Goulding at some point in the future. There was some discussion about whether or not to put Ms. Weiss' name directly in the filing, but since the court documents are public record, we decided that it was not necessary. Off the record, I will tell you that I consulted with other court-appointed receivers on this subject to ask what they would typically want. I also think it is relevant that Ms. Weiss has not filed any Form 4 or 13G or 13D filings acknowledging her ownership in the securities. If she had, our disclosure might have been different. Subsequent Capital Raise The Company has a new business and has significant capital needs. Just the cost of "standing still," by which I mean getting its financial statements audited and preparing its required SEC filings under the Securities Exchange Act of 1934, are estimated at $20,000 per year. But the Board of Directors believes that the highest value can be obtained for the shareholders of the Company by raising the capital necessary to pursue advancement of its newly licensed products. Yes, raising capital means dilution in ownership to the existing shareholders, but in the judgment ofthe Board (under the Business Judgment Rule, which is well recognized in Delaware corporate law) the overall value of the enterprise, and thus the value of the ownership interest of all the shareholders, will be increased by pursuing this business. The Company relied on Mr. Goulding, in both his capacity as Secretary of the Company, and as a lawyer in private practice, to prepare offering documents with which to raise capital.

Case: 1:09-cv-01775 Document #: 129-8 Filed: 12/11/09 Page 5 of 5 PageID #:1910

Andrew Shoenthal Leslie Weiss December 4, 2009 Page 5

Mr. Goulding was not paid for these services, and he did not solicit investors on behalf of the Company. As you well know, Mr. Goulding has earned his living as a manager of significant funds (I am using these terms loosely as 1 do not have an opinion about the subject matter of the SEC's actions involving Mr. Goulding) that invested in early-stage ventures. As a result, he has a very large group of business and personal acquaintances, and he suggested to the Company that he might be able to provide some introductions to potential investors. The Company did not ask him, nor authorize him, to "solicit" (as that term is used in the securities laws) investors, nor do we believe that he did. Any investment by someone introduced to the Company by Mr. Goulding would have been executed on behalf of the Company by Mr. Hartman. In this regard, I draw your attention to the signature block on behalf of the Company in the investment documents. Mr. Shoenthal has highlighted several areas in the investment documents that are, in his opinion, inconsistent or misleading. Without accepting or denying Mr. Shoenthal's opinion, you are hereby advised that the Company has terminated that offering effective immediately. There have been nO sales to any investors. 1 will undertake a complete review of the offering under the securities laws with respect to whether there needs to be any rescissions or public disclosure. You are advised, however, that the Company is in need of capital and will likely undertake a new offering expeditiously. As stated above, while we acknowledge the comments of Ms. Weiss with respect to dilution of the interests owned by the various Nutmeg entities, the Board of Directors of this Company is going to proceed in a manner that it believes is in the best interest of all shareholders. We do not believe that the sale of securities to raise capital will "drive down the value of these investments" held by the various Nutmeg entities (quoting Mr. Shoenthal's letter). You are further hereby advised that Mr. Goulding tendered his resignation as Secretary of the Company, effective today. We will report this, as required, in a Current Report on Form 8-K next week. He thus no longer has any role with the Company, other than that which might arise if and when the SEC's actions against the Nutmeg entities is concluded. I am available to discuss the contents of this letter, or any other matters, with you. Please feel free to contact me at your convenience. Thank you for your time and attention to this matter.

Sincerely,

Cii?~
Brian A. Lebrecht, Esq.
cc: William A. Hartman (via email) Randall S. Goulding (via email) Kevin Driscoll (via email)