INTREorg SYSTEMS INC. - FORM 10-K/A

Attached files

file	filename
EX-10.2 - INTREorg SYSTEMS INC.	iorg10kaex102123109.htm
EX-31.2 - INTREorg SYSTEMS INC.	iorg10kaex312123109.htm
EX-10.3 - INTREorg SYSTEMS INC.	iorg10kaex103123109.htm
EX-31.1 - INTREorg SYSTEMS INC.	iorg10kaex311123109.htm
EX-32.1 - INTREorg SYSTEMS INC.	iorg10kaex321123109.htm
EX-10.1 - INTREorg SYSTEMS INC.	iorg10kaex101123109.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 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: 000-53451

INTREORG SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Texas		45-0526215
State or other jurisdiction of		I.R.S. Employer
incorporation or organization		Identification No.

501 Trophy Lake Drive, Suite 314, PMB 106, Trophy Club, TX		76262
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: 817-491-8611


Securities registered pursuant to Section 12(b) of the Act:

		Name of each exchange
Title of each class registered		on which registered
Not Applicable		Not Applicable

Securities registered pursuant to Section 12(g) of the Act:
Common Stock

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. |-|

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 whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes |_| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.|X|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

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 |_| No |X|

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $2,512,432 as of April 14, 2010.

There were 10,320,016 shares outstanding of the registrant's Common Stock as of April 14, 2010.

TABLE OF CONTENTS

PART I

ITEM 1	Business
ITEM 1 A.	Risk Factors
ITEM 1 B.	Unresolved Staff Comments
ITEM 2	Properties
ITEM 3	Legal Proceedings
ITEM 4	Removed and Reserved

PART II

ITEM 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
ITEM 6	Selected Financial Data
ITEM 7	Management's Discussion and Analysis of Financial Condition and Results of Operations
ITEM 7 A.	Quantitative and Qualitative Disclosures About Market Risk
ITEM 8	Financial Statements and Supplementary Data
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
ITEM 9 A(T).	Controls and Procedures
ITEM 9B	Other Information

PART III

ITEM 10	Directors, Executive Officers, and Corporate Governance
ITEM 11	Executive Compensation
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
ITEM 13	Certain Relationships and Related Transactions, and Director Independence
ITEM 14	Principal Accounting Fees and Services

PART IV

ITEM 15	Exhibits, Financial Statement Schedules
SIGNATURES

EXPLANATORY NOTE

The Form 10-K of INTREorg Systems, Inc. for the year ended December 31, 2009 as originally filed is being amended hereby to reflect the following:

•

we incorrectly reflected the number of authorized shares of our common stock on our Balance Sheet as 10,000,000 instead of 100,000,000,

•

we have changed the presentation on Balance Sheet a December 31, 2009 to disclose the amount of accrued expenses due a related party in a separate line item and to disclose that the convertible promissory note outstanding at December 31, 2009 is due to a related party,

•

we have added a footnotes to describe the components of accrued expenses and liabilities and accrued expenses- related party which appear on our Balance Sheet at December 31, 2009 and we have added a footnote describing the convertible notes payable - related party,

•

we have expanded the disclosure under Item 9A. Disclosure Controls and Procedures to include the conclusion of our management following their assessment of the effectiveness of our internal control over financial reporting,

•

we have expanded the disclosure under Item 13. Certain Relationships and Related Transactions, and

•

we have amended Item 15. Exhibits, Financial Statement Schedules to file copies of various notes payable as exhibits.

These revisions to our Form 10-K as originally filed did not result in a restatement of our financial statements. Neither the correction in the number of authorized shares of our common stock on our Balance Sheet at December 31, 2009 or the changes in presentations resulted in any other change on our Balance Sheet. Because of the nature of the corrections contained in this Amendment No. 1, our management did not determine that any change in the evaluation of our disclosure controls and procedures as set forth in Item 9A(T). or the evaluation of our internal control over financial reporting also set forth in Item 9A. of the original filing was necessary.

This Amendment No. 1 to the Form 10-K for the year ended December 31, 2009 contains currently dated certifications as Exhibits 31.1, 31.2 and 32.1. No attempt has been made in this Amendment No. 1 to the Form 10-K for the year ended December 31, 2009 to modify or update the other disclosures presented in the Form 10-K as previously filed, except as required by the restatement. This Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with our other filings with the SEC.

FORWARD LOOKING STATEMENTS

This document includes forward-looking statements, including, without limitation, statements relating to INTREorg plans, strategies, objectives, expectations, intentions and adequacy of resources. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause INTREorg's actual results, performance or achievements to be materially different from any future results, performance or achievements

expressed or implied by the forward-looking statements. These factors include, among others, the following: ability of INTREorg to implement its business strategy; ability to obtain additional financing; INTREorg's limited operating history; unknown liabilities associated with future acquisitions; ability to manage growth; significant competition; ability to attract and retain talented employees; and future government regulations; and other factors described in this registration statement or in other of INTREorg filings with the Securities and Exchange Commission. INTREorg is under no obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

ITEM 1. BUSINESS

General

The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to "INTREorg" or the "Company" are to INTREorg Systems, Inc. and its subsidiaries.

About INTREorg Systems, Inc.

INTREorg Systems, Inc. was formed as a Texas corporation on November 3, 2003. The Company was organized for the purpose of providing internet consulting and "back office" services to other companies.

BUSINESS PLAN

INTREorg Systems Inc. ("INTREorg" or "The Company") has developed a business plan to become an integrated provider of outsourced information technology ("IT") services, Software as a Service (SaaS) applications, enterprise support,

and business process outsourcing services. INTREorg's target market is publicly-traded, emerging growth companies in need of rapidly expanded IT services. Primarily the Company intends to focus on publicly traded companies to

allow it to evaluate the financial position and business situation of prospective clients due to the inherent transparency required with publicly traded firms.

The primary focus of the Company is to provide outsourced, day-to-day IT operations to emerging companies in need of state-of-the-art IT services, tools and processes. INTREorg focuses on providing IT services and systems to

emerging, technologically sophisticated companies that have grown beyond their ability to manage their network. Additionally, the Company intends to provide infrastructure services and products to meet the specific demands of INTREorg

customers. All of the Company's services will be offered individually or bundled as a comprehensive solution.

IT OUTSOURCING SYSTEMS

INTREorg Systems plans to provide Information Technology solutions to assist the Company's clients in assessing their business needs and identifying the IT solutions to meet these needs. INTREorg intends to deliver services that include

the selection and implementation of packaged software and the design, construction, testing, and integration of new systems.

The primary focus of INTREorg's IT Outsourcing Services will be to assume all of the responsibility of a client's IT organization. In most cases, INTREorg would evaluate the client's current personnel and augment that expertise with the Company's IT experience as well as its industry partners. This approach is designed to allow INTREorg to help the Company's customers minimize the costs associated with acquiring and training an IT staff--allowing them to focus their

time and resources on their core business.

INTREorg's IT Outsourcing Services segment will provide help desk and infrastructure support around-the-clock for its clients. The Company intends to maintain and support a full range of its clients' IT and business process

infrastructures from network environments to computing systems, and from shrink-wrapped applications to advanced proprietary and acquired application systems.

User Services

INTREorg intends to manage each of the client's assets to ensure that each of the client's end user's PC and other devices run consistently and at maximum efficiency. INTREorg provides the staffing, management and processes needed to

manage the whole enterprise, meeting desired service levels while leveraging clients' existing infrastructure investments. INTREorg intends to help companies increase end user productivity while decreasing their downtime. End user

services will include:

o Help Desk--call management, problem solving and problem resolution

o Desktop Services--installations, upgrades and software problems

o Procurement and Product Services-- streamlined, controlled and managed

procurement process and certified product reseller

Computing Services

INTREorg intends to help its customers manage all of their computing resources helping them manage their network resources more effectively. Computing Services include:

o IT Backup and Recovery Services

o Data Center Outsourcing

o Database Management

o Facility Management

Network Management Services

INTREorg intends to manage its clients' entire Wide Area Network (WAN) for maximum performance and reliability. The Company will use its internal expertise in conjunction with its clients' personnel to manage disparate carriers and

providers to provide maximum up time and higher efficiencies. Network Management Services will include:

o Managed Communication Services--enhancing the performance and reliability of critical networks and connectivity

o Remote Access Services--Support secure and cost-effective remote access using the latest in wireless and wired technology

o On site Network Management--maximizing network uptime and device functionality

Security Services

The Company provides custom security solutions for its clients, regardless of the size or complexity of their system. INTREorg works with its clients to identify key threats and risks and create customized security policies, and then install, implement and manage the security solution. Security services include:

o Network Security--intrusion detection, secure VPN access

o Application Security--monitor and protect email and web content

o Security Monitoring--effective monitoring and management of the client's network

Applications Services

Applications Services include services such as application development and maintenance, including the development and maintenance of custom and packaged application software for customers and application systems migration and

testing, which includes the migration of applications from legacy environments to current technologies, as well as, performing quality assurance functions on custom applications. INTREorg also intends to provide other applications

services such as application assessment and evaluation, hardware and architecture consulting, systems integration, and INTREorg-based services.

Software as a Service (SaaS)

INTREorg Systems, Inc. is currently developing a SaaS software delivery as part of its overall business plan. The Company believes that this model offers significant advantages over conventional software deployment, as well as,

traditional web-based ASP models. Traditionally, software has been thought of as a stand-alone product that is purchased separately and installed on individual computers.

The Company believes that customized software offers no specific advantage to their business and that it is their delivery processes that are unique. By offering standard, off-the-shelf software via the web using multi-tenant

architecture, INTREorg intends to offer a variety of applications to its clients at a fraction of the cost of client purchased software. SaaS software is network-based and centrally deployed and managed. These applications are

accessed via the web and are available anytime and anywhere there is an Internet connection. Software updates and patches are handled in one central location

Software delivered via SaaS:

o Customer Relations Management

o Video Conferencing

o Human Resources

o Accounting and Email

o Enterprise Resource Planning

o Document Management

The Company is focusing on marketing the IT outsourcing portion of the business to drive the SaaS model.

INTREorg's Lines of Business

INTREorg Systems, Inc. offers services under two primary lines of business: Industry Solutions and Consulting and Applications Solutions. The Company considers these lines of business to be reportable segments and include

financial information and disclosures about these reportable segments in its financial statements. Based on a quantitative and qualitative analysis of varying factors, the Company may increase or decrease the amount of ongoing

investment in each of these business areas, make acquisitions that strengthen its market position, divest, exit, or downsize aspects of a business area.

Infrastructure Solutions

INTREorg's Infrastructure Solutions group will be responsible for defining the technology strategies for the Company's Industry Solutions customers and INTREorg while actively enforcing Capability Maturity Model Integration (CMMI)

methodologies. This group identifies new technology offerings and innovations that deliver value to the Company's customers. It manages updates and maintains the technology infrastructure for the Company's customers and ourselves,

including networks, data centers, help desks, mainframes, servers, storage, and workspace computing. It also provides senior technology consultants to assist the Company's customers with more complex technology transformations. It

manages, resolves and documents problems in the Company's customers' computing environments. The group will also provide comprehensive monitoring, planning, and safeguarding of information technology systems against intrusion by

monitoring system and network status, collecting and analyzing data regarding system and network performance, and applying appropriate corrective actions. All of these activities are designed to either be performed at customer facilities

or delivered through centralized data processing centers that the Company intends to maintain.

Consulting and Applications Solutions

The Consulting and Applications Services Group intends to provide global consulting and integration services, applications development and management services, and applications outsourcing services to the Company's client base.

These services are designed to be delivered on-site and offshore, providing innovative industry focused solutions. Leading through domain expertise to provide performance improvement, business and technology architecture and

transformation these services will include: enterprise applications implementation and integration; the development and maintenance of custom and packaged applications; application systems migration; testing; migration of

applications from legacy environments to current technologies; and performing quality assurance functions on custom applications.

Competitive Features

INTREorg Systems, Inc. intends to offer a unique blend of premium IT services designed to assist the Company's clients in improving financial and operational performance across their enterprise. INTREorg intends to develop business

strategies and technology solutions that address their specific needs while providing them with increased competitive advantage. INTREorg intends that five core values may differentiate INTREorg from the competition:

1. Delivery Performance

INTREorg's delivery performance is based on a carefully designed business plan, highly-skilled consultants, technical expertise, and well designed implementation and support methodologies. INTREorg will emphasize strong quality assurance and project management to achieve rapid and successful deployment of the Company's solutions.

2. Flexible application delivery

INTREorg believes it can provide the Company's customers sophisticated business software at a fraction of the cost of traditional client-based software delivery. By leveraging the inherent flexibility and cost savings of the SaaS software delivery model, this is an ideal solution for rapidly growing customers that must have scalable solutions for their rapidly changing business environment.

3. Vertical Expertise

INTREorg intends to combine vertical-industry knowledge with a proven core of key strategic technologies to offer to serve customers' needs and offer tailored and innovative strategies and solutions.

4. Technology Excellence

INTREorg intends to deliver its services by blending proven software and business practices to build scalable custom solutions. The Company believes its team of professionals has the technology expertise to offer comprehensive strategies and solutions.

5. Operational Metrics

INTREorg's intent is to maintain operational excellence, tracking key performance indicators and well-defined operating metrics to manage the Company's consulting resources, Company utilization and gross margin.

6. Information Based Sales and Marketing Efforts

INTREorg has developed a set of metrics by which each client's needs and that client's potential profitability can be assessed. As a result, INTREorg's intent is to focus its sales and marketing efforts on growing public companies where publicly reported information is available to assess the potential needs, revenue and profitability of a client. This approach allows the Company to be focused in its sales and

marketing efforts, to bring solutions to the accounting, and internal controls and procedures issues inherent in public financial reporting.

Business Strategy

The Company's business strategy is to position INTREorg's Company as the leading provider of premium IT services for both the middle market and divisions of Global 2000 companies. INTREorg believes it can attain this strategic objective

by delivering a range of business and technology offerings. This approach enables the Company to attain its business strategy objective. INTREorg intends to maximize the Company's ability to deliver the following capabilities:

o Envision and realize strategic business solutions to serve the Company's clients by delivering industry-based process re-engineering services coupled with strategic technology management services.

o Implement Corporate Performance Management solutions to improve financial performance and operating metrics across a client's enterprise.

o Optimize business processes to improve the delivery of products and services

o Provide program and project management.

o Offer a complete range of managed IT services that enable the Company's middle-market clients to concentrate on their core business, while being assured their technical infrastructure will support them as they grow.

o Leverage the Company's blend of industry and technology expertise across all of the Company's service offerings.

Competition

The Company intends to offer a full spectrum of IT consulting and Software services and expertise to ensure the success of IT projects to small and middle market companies. Competitors include IT solutions providers, in-house technical

staff, software product companies with extended service organizations, international outsourcers of IT development, application and Web hosting firms and specialized providers of CPM/BAM/BI. There is significant competition in the

management and IT consulting services space. INTREorg also believes that the principle criteria considered by prospective clients when selecting a consulting firm include skills and capabilities of consultants, cost to value ratios, scope

of services, service model approach, global presence, industry and technical expertise, reputation and quality of past work, perceived value and a results orientation.

The following is a representative list of competitors in the IT and management consulting services space:

o Technical Consulting/Systems integrators: Accenture, Collaborative Consulting, CMGI, EDS, IBM Global Services, Inforte, Keane Consulting, LogicaCMG, Perficient, and Sapient;

o Business SaaS providers;

o Email outsourcing firms;

o Management/Business Consulting firms: Bain & Company, Booz-Allen & Hamilton, Boston Consulting Group, Diamond Management and Technology Consultants, Inc., and McKinsey & Company;

o Corporate Performance Management (CPM) / Business Activity Monitoring (BAM) / Business Intelligence (BI) providers: AnswerThink, Hitachi Consulting Corporation, Informatica Corporation, ISA, Hewlett-Packard, Longview Solutions, Oracle, Palladium Consulting; and

o Computer hardware, software and service vendors: Dell, Hewlett-Packard, IBM, Oracle and SAP.

Employees

As of December 31, 2009, INTREorg did not have any full time employees. The officers and directors currently provide certain services dedicated to current corporate and business development activities on an as needed part-time basis.

Officers currently serve up to 20 hours per week.

ITEM 1A. RISK FACTORS

GENERAL BUSINESS RISK FACTORS

DEVELOPMENT STAGE BUSINESS

INTREorg Systems, Inc. commenced operations in November 2003 and is organized as a corporation under the laws of the State of Texas. Accordingly, INTREorg has only a limited history upon which an evaluation of its prospects and future

performance can be made. INTREorg's proposed operations are subject to all business risks associated with new enterprises. The likelihood of INTREorg's success must be considered in light of the problems, expenses, difficulties,

complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There

is a possibility that INTREorg could sustain losses in the future. There can be no assurances that INTREorg will even operate profitably.

DEPENDENCE ON MANAGEMENT

In the early stages of development INTREorg's business will be significantly dependent on INTREorg's management team. INTREorg's success will be particularly dependent upon Russell K. Boyd, the Company's CEO and sole officer. The loss of

our sole officer or any of our directors could have a material adverse effect on INTREorg. Management is not working full time for the Company and each devotes about twenty hours per week to the operations of the Company.

DEPENDENCE UPON OUTSIDE CONTRACTORS OR ADVISORS

To supplement the business experience of its officers and directors, INTREorg may be required to employ contractors, accountants, technical experts, appraisers, attorneys, or other consultants or advisors. INTREorg's Management,

without any input from shareholders, will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an "as needed" basis without a continuing fiduciary or other obligation to

INTREorg. In the event INTREorg considers it necessary to hire outside contractors or advisors, they may elect to hire persons who are affiliates, if they are able to provide the required services.

RISKS OF BORROWING

If INTREorg incurs indebtedness, a portion of its cash flow will have to be dedicated to the payment of principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair

INTREorg's operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming

immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of shareholders of INTREorg. A judgment creditor would have the right to foreclose on any of INTREorg's assets resulting

in a material adverse effect on INTREorg's business, operating results or financial condition.

RISK OF NEW VENTURE

INTREorg is a development stage business. The Company has a limited history of operation and no history of earnings. As a new development it will be subject to all of the difficulties associated with establishing a new business enterprise,

including the following: hiring and retaining skilled employees or contractors; licensing, permitting, and operating problems; competing with established operators; and implementing the business infrastructure and support systems to

effectively carryout the business plan.

GENERAL ECONOMIC CONDITIONS

The financial success of INTREorg may be sensitive to adverse changes in general economic conditions in the United States such as recession, inflation, unemployment, and interest rates. Such changing conditions could reduce demand

in the marketplace for the IT Outsourcing services which is INTREorg's business. Management believes that the services developed by INTREorg will maintain valuelong term. Nevertheless, INTREorg has no control over these changes.

NEED FOR ADDITIONAL FINANCING

INTREorg has very limited funds and such funds will not be adequate to carry out the business plan without borrowing significant funds. The ultimate success of INTREorg may depend upon its ability to raise additional capital. INTREorg has

not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until it determines a need for additional financing. If additional capital is needed, there is no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to INTREorg. If not available, INTREorg's operations will be limited to those that can be financed with its modest capital.

LACK OF REVENUE HISTORY

The Company was incorporated under the laws of the State of Texas on November 3, 2003. The Company was organized for the purpose of providing internet consulting and "back office" services to other companies. The Company has not earned significant revenues from limited principal operations. The Company is not profitable and the business effort is considered to be in an early development stage. INTREorg Systems, Inc. must be regarded as a new or development venture

with all of the unforeseen costs, expenses, problems, risks and difficulties to which such ventures are subject.

NO ASSURANCE OF SUCCESS OR PROFITABILITY.

There is no assurance that INTREorg will ever operate profitably. There is no assurance that it will generate revenues or profits, or that the value of INTREorg's shares will be increased thereby.

RISK FACTORS RELATING TO THE COMMON STOCK

HIGHLY SPECULATIVE NATURE OF INVESTMENT

Due to the highly speculative nature of INTREorg's business, Investors should not invest unless they can financially bear the loss of their entire investment. Investment should, therefore, be limited to that portion of discretionary funds

not needed for normal living purposes or for reserves for disability and retirement.

THERE ARE LIMITED TRADING MARKETS FOR INTREorg'S COMMON STOCK, THEREBY LIMITING A SHAREHOLDERS' OPPORTUNITY TO SELL SUCH COMMON STOCK.

Currently, only a limited trading market exists for INTREorg's common stock. The common stock trades on the Over the Counter Bulletin Board ("OTCBB") under the symbol "IORG." The OTCBB is a limited market and subject to substantial

restrictions and limitations in comparison to the NASDAQ system. Any broker/dealer that makes a market in the Company's stock or other person that buys or sells INTREorg stock could have a significant influence over its price

at any given time. INTREorg cannot assure its shareholders that a greater market for INTREorg's common stock will be sustained. There is no assurance that INTREorg's common stock will have any greater liquidity than shares that do not

trade on a public market. A shareholder may be required to retain their shares for an indefinite period of time, and may not be able to liquidate their shares in the event of an emergency or for any other reasons.

THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY DISCOURAGE THE TRADABILITY OF INTREorg'S SECURITIES.

INTREorg is a "penny stock" company. INTREorg securities currently trade on the OTCBB and will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such

securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because INTREorg securities constitute "penny stocks" within the meaning of the rules, the rules would apply to INTREorg and to INTREorg securities. The rules will further affect the ability of owners of shares to sell INTREorg securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room"

practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. INTREorg management is aware of the abuses that have occurred historically in the penny stock market. Although INTREorg does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to INTREorg securities.

NO FORESEEABLE DIVIDENDS

The Company has not paid dividends on its Common Stock and does not anticipate paying such dividends in the foreseeable future.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON INTREorg STOCK

PRICE.

All of the outstanding shares of common stock are held by INTREorg present officers, directors, and affiliate stockholders as "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As

restricted Shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable

state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed

the greater of 1.0% of a company's outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a

non-affiliate after the owner has held the restricted securities for a period of 6 months. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of

present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

INTREorg INVESTORS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS IN THE FUTURE.

There may be substantial dilution to INTREorg shareholders as a result of future decisions of the Board to issue shares without shareholder approval for cash, services, or acquisitions.

INTREorg COMMON STOCK MAY BE VOLATILE, WHICH SUBSTANTIALLY INCREASES THE RISK THAT THE INVESTOR MAY NOT BE ABLE TO SELL THEIR SECURITIES AT OR ABOVE THE PRICE THAT THE INVESTOR PAID FOR THE SECURITY.

Because of the limited trading market for INTREorg's common stock and because of the possible price volatility, the investor may not be able to sell its shares of common stock when the investor desires to do so. The inability to sell the

investors securities in a rapidly declining market may substantially increase the risk of loss because of such illiquidity and because the price for INTREorg shares may suffer greater declines because of INTREorg's price volatility.

The price of INTREorg's common stock that will prevail in the market may be higher or lower than the price the investor may pay. Certain factors, some of which are beyond INTREorg's control, that may cause INTREorg's share price to

fluctuate significantly include, but are not limited to the following:

o Variations in INTREorg's quarterly operating results;

o Loss of a key relationship or failure to complete significant transactions;

o Additions or departures of key personnel; and

o Fluctuations in stock market price and volume.

Additionally, in recent years the stock market in general, and the over-the-counter markets in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect INTREorg's stock price, regardless of its operating performance. In the past, class action litigation often has been brought against companies following periods of volatility in the market price of those companies common stock. If INTREorg becomes involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on the investor's investment in INTREorg stock.

RISK FACTORS RELATING TO COMPANY

LIMITED LIQUIDITY CASH FLOWS AND CAPITAL RESOURCES

INTREorg has minimum liquid assets at December 31, 2009, and will be reliant upon stock offerings to fund any kind of operations. The only capital resources of INTREorg is its common stock.

The monies raised by any private offering may not be sufficient for the continued proposed operations of INTREorg. There is no assurance that additional monies or financing will be available in the future or, if available, will be at terms favorable to INTREorg.

INTREorg may borrow money to finance its future operations, although it does not currently contemplate doing so. Any such borrowing will increase the risk of loss to the investor in the event that INTREorg is unsuccessful in repaying such

loans.

INTREorg has achieved no cash flows to date.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

The Company's principal mailing address is 501 Trophy Lake Dr., Suite 314, PMB 106, Trophy Club, Texas 76262, and the telephone number is (817) 491-8611. The Company does not currently pay monthly rent for the use of this mailing address.

The Company will office out of the homes of its executive officers until additional capital is raised.

ITEM 3. LEGAL PROCEEDINGS

INTREorg anticipates that it will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and INTREorg cannot assure you

that their ultimate disposition will not have a material adverse effect on INTREorg business, financial condition, cash flows or results of operations.

ITEM 4. REMOVED AND RESERVED

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is a limited public trading market for the common stock. The Company's symbol is "IORG" on the Over The Counter Bulletin Board. The Company began trading on the Over The Counter Bulletin Board in August 2008.

	HIGH		LOW
Quarter Ended:

March 31, 2009	$	1.15	$	0.30
June 30, 2009	$	0.40	$	0.36
September 30, 2009	$	0.47	$	0.15
December 31, 2009	$	0.74	$	0.17

Quarter Ended:
December 31, 2008	$	1.15	$	1.05
September 30, 2008	$	1.01	$	1.01

Holders

There are approximately 118 holders of record of INTREorg common stock as of December 31, 2009.

Dividend Policy

Holders of INTREorg common stock are entitled to receive such dividends as may be declared by INTREorg board of directors. INTREorg has not declared or paid any dividends on INTREorg common shares and it does not plan on declaring any dividends in the near future. INTREorg currently intends to use all available funds to finance the operation and expansion of its business.

Recent Sales of Unregistered Securities

We made the following unregistered sales of its securities from January 1, 2009 through December 31, 2009.

DATE OF SALE	TITLE OF SECURITIES	NO. OF SHARES	CONSIDERATION	CLASS OF PURCHASER

9/30/2009	Common shares	15,000	$3,750 in services	Business associate

Exemption From Registration Claimed

All of the sales by INTREorg of its unregistered securities were made in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"). The entity listed above that purchased the unregistered securities was an existing shareholder, known to the Company and its management, through pre-existing business relationships, as a long standing business associate. The entity was provided access to all material information, which it requested, and

all information necessary to verify such information and was afforded access to InTREorg's management in connection with the purchases. The purchaser of the unregistered securities acquired such securities for investment and not with a

view toward distribution, acknowledging such intent to the Company. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

Issuer Purchases of Equity Securities

INTREorg did not repurchase any shares of its common stock during the year ended December 31, 2009.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY AND FORWARD LOOKING STATEMENTS

In addition to statements of historical fact, this Form 10-K contains forward-looking statements. The presentation of future aspects of INTREorg Systems, Inc. ("INTREorg Systems", the "Company" or "issuer") found in these

statements is subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. Without limiting the generality of the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "intend", or "could" or the negative

variations thereof or comparable terminology are intended to identifyforward-looking statements.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause INTREorg Systems' actual results to be materially different from any future results expressed or implied by INTREorg Systems in

those statements. Important facts that could prevent INTREorg Systems from achieving any stated goals include, but are not limited to, the following:

Some of these risks might include, but are not limited to, the following:

a) Limited or no trading of the company shares;

b) volatility or decline of the Company's stock price;

c) potential fluctuation in quarterly results;

d) failure of the Company to earn revenues or profits;

e) inadequate capital to continue or expand its business, inability to raise additional capital or financing to implement its business plans;

f) failure to commercialize its products and services or to make sales;

g) rapid and significant changes in markets;

h) litigation with or legal claims and allegations by outside parties;

i) insufficient revenues to cover operating costs.

There is no assurance that the Company will be profitable, the Company may not be able to successfully develop, manage or market its products and services, the Company may not be able to attract or retain qualified executives and technology

personnel, the Company's products and services may become obsolete, government regulation may hinder the Company's business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of warrants and stock options, and other risks inherent in the Company's businesses.

The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the factors described in other documents the

Company files from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed by the Company and any Current Reports on Form 8-K filed by the Company.

Business Overview

allow it to evaluate the financial position and business situation of prospective clients due to the inherent transparency required with publicly traded firms.

customers. All of the Company's services will be offered individually or bundled as a comprehensive solution.

During the year ended December 31, 2009, the Company focused its efforts on maintaining its reporting status with the SEC and identify potential financing opportunities.

In the continuance of INTREorg's business operations it does not intend to purchase or sell any significant assets and the Company does not expect a significant change in the number of its employees.

The INTREorg is dependent on raising additional equity and/or, debt to fund any negotiated settlements with its outstanding creditors and meet the Company's ongoing operating expenses. There is no assurance that INTREorg will be able to

raise the necessary equity and/or debt that it will need to be able to negotiate acceptable settlements with its outstanding creditors or fund its ongoing operating expenses. INTREorg cannot make any assurances that it will be able to raise funds through such activities.

In addition, the United States and the global business community is experiencing severe instability in the commercial and investment banking systems which is likely to continue to have far-reaching effects on the economic activity in the

country for an indeterminable period. The long-term impact on the United States economy and the Company's operating activities and ability to raise capital cannot be predicted at this time, but may be substantial.

RESULTS OF OPERATIONS

For the Year Ended December 31, 2009 Compared to December 31, 2008

During the year ended December 31, 2009, the Company did not recognize any revenues from its operational activities. During the year ended December 31, 2008, the Company recognized $750 in revenue.

During the year ended December 31, 2009, the Company incurred operational expenses of $97,093 compared to $245,148 during the year ended December 31, 2008. The decrease of $147,305 was a result of the decreases of $121,088 in

consulting expenses combined with a $12,750 decrease in directors' fees, a $13,101 decrease in traveling expenses and a $9,612 decrease in rent and utilities during the year ended December 31, 2009. The decreases were a result of a pull back in general and administrative expenses as the Company focused its efforts on financing efforts to support operations.

During the year ended December 31, 2009, the Company recognized interest expense of $61,882 compared to $48,803 during the year ended December 31, 2008.

During the year ended December 31, 2009, the Company recognized a net loss of $158,975 compared to a net loss of $293,201 during the year ended December 31, 2008. The $134,226 decrease was a result of the $147,305 decrease in operating

expenses offset by a $13,079 increase in interest expense, as discussed above.

During the year ended December 31, 2009, the Company had a net loss of $0.02 per share compared to $0.03 per share for the year ended December 31, 2008.

LIQUIDITY

At December 31, 2009, the Company total current assets of $13, consisting solely of cash, and current liabilities of $1,385,738. At December 31, 2009, current liabilities exceed current assets by $1,385,725.

Net cash used in operating activities during the year ended December 31, 2009 was $3,370, compared to net cash used in operating activities during the year ended December 31, 2008 of $83,537. During the year ended December 31, 2009, the

net cash used represented a net loss of $158,975, which was adjusted for such non-cash items of $3,750 in stock issued for services, $9,828 in depreciation expense, $7,261 in doubtful accounts and $1,000 reserve for investment.

During the year ended December 31, 2008, the net cash used represented a net loss of $293,201 and was not adjusted for any non-cash items.

During the years ended December 31, 2009 and 2008, the Company did not use or receive cash from its investing activities.

During the year ended December 31, 2009, the Company received $53 in its financing activities , as a result of a cash over draft. During the year ended December 31, 2008, the Company received $87,325 from its financing activities consisting of the receipt of proceeds of $73,500 from notes payable.

During the year ended December 31, 2008, the Company has paid approximately $5,000 in bridge loans. Prior to January 1, 2008, the Company had raised $494,386 to be able to continue operations. During the year ended December 31, 2008, the Company raised an additional $73,500 in cash to support operations. These loans carry interest rates from 6% to 10% per annum and have due dates between 90 and 180 days. The providers of these loans were also given "equity

kickers" of stock in the amount of 1 share of common stock for each one cent of loan amount. At renewal time the providers were given an equal amount of stock while the interest was accrued.

During the year ended December 31, 2008, the Company, pursuant to a vote of the stockholders approved the conversion of the 247,100 shares of preferred stock to 247,100 shares of restricted common stock was approved. The preferred shares

were convertible at a rate of 1 share of preferred for 1 share for common stock, at the discretion of the shareholder or the Company. The Company does not pay dividends on and there are no dividend preferences on its preferred shares.

During the year ended December 31, 2009, the Company issued 15,000 shares of its common stock for services rendered valued at $3,750.

On October 6, 2009 the Company entered into an investment banking agreement. The terms of the agreement are such that for any money they raise the Company is obligated to an 8% commission in cash and a 2% expenses allowance in cash and

10% additional in common stock at a 110% of market price over a 5 day average.

Going Concern

The independent registered public accounting firm's report on the Company's financial statements as of December 31, 2009 and 2008 includes a "going concern" explanatory paragraph that describes substantial doubt about the Company's

ability to continue as a going concern.

INTREorg is dependent on raising additional equity and/or, debt to fund any negotiated settlements with its outstanding creditors and meet its ongoing operating expenses. There is no assurance that the Company will be able to raise

the necessary equity and/or debt that INTREorg will need to be able to negotiate acceptable settlements with its outstanding creditors or fund its ongoing operating expenses. INTREorg cannot make any assurances that the Company will be

able to raise funds through such activities.

Critical Accounting Policies

INTREorg has identified the policies below as critical to its business operations and the understanding of the Company's results from operations. The impact and any associated risks related to these policies on the Company's

business operations is discussed throughout Management's Discussion and Analysis of Financial Conditions and Results of Operations where such policies affect INTREorg's reported and expected financial results. For a detailed discussion on

the application of these and other accounting policies, see Note 1 in the Notes to the Financial Statements beginning on page F-__ for the years ended December 31, 2009 and 2008.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 Loss Per Share

Net loss per share is based on the weighted average number of common shares outstanding during the period. This number has not been adjusted for outstanding options since the average would be antidilutive.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited financial statements of INTREorg Systems, Inc. for the year ended December 31, 2009, period from November 3, 2003 (inception) through December 31, 2009, appear as pages F-1 through F-8.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are designed to ensure that

information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and

communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b), our Chief Executive Officer carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and

procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report.

The Company, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Chief Financial Officer, performed an evaluation of the effectiveness of the design

and operation of the Company's disclosure controls and procedures as of December 31, 2009. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and

procedures were effective of December 31, 2009.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control

over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made on in accordance with authorizations of our management and directors; and

(iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management's assessment of the effectiveness of the registrant's internal control over financial reporting is as of the year ended December 31, 2009. In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control--Integrated Framework. Based on this assessment, our management has concluded that as of December 31, 2009, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our management has not identified any, current material weaknesses, considering the nature and extent of the Company's current operations and any risks or errors in financial reporting under current operations.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's

registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

There was no change in our internal control over financial reporting that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information as to persons who currently serve as INTREorg directors or executive officers, including their ages as of December 31, 2009.

Name	Age	Position

Russell K. Boyd	38	Chief Executive Officer, President and Chairman of the Board

Malcolm C. Davenport, V	58	Director

Redgie T. Green	57	Director

INTREorg officers are elected by the board of directors at the first meeting after each annual meeting of INTREorg shareholders and hold office until their successors are duly elected and qualified under INTREorg bylaws.

The directors named above will serve until the next annual meeting of the Company's stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the

pleasure of the board of directors absent any employment agreement. There is no arrangement or understanding between the directors and officers of the Company and any other person pursuant to which any director or officer was or is to be

selected as a director or officer.

The directors and officers of the Company will not devote full time to the Company's affairs, but will devote sufficient time (up to 20 hours weekly) until the operations and working capital of the Company require more time to be devoted.

Biographical Information

Management will not devote full time to the Company's affairs, but will devote sufficient time until the operations and working capital of the Company require more time to be devoted and any time spent will be devoted to screening and

assessing and, if warranted, negotiating to acquire business opportunities.

Russell K. Boyd, age 38, has served as Chairman of the Board of Directors for the Company since November of 2004. In April 2009, he was appointed the Chief Executive Officer and acting principal accounting officer. He has experience in

the electronic data processing and consulting industries leading and managing project delivery teams. He currently independently contracts his services to the government sector. Previous to this, Mr. Boyd was employed by Electronic Data

Systems (EDS) and for a seven year period worked on a variety of service delivery and consulting projects. Prior to EDS, Mr. Boyd's career consists of progressively broader roles and responsibilities with TIER Technologies, Inc. He holds a Bachelor of Arts Degree in Computer Information Systems from Tarleton State University.

Malcolm C. Davenport, V, age 58, was appointed a Director of the Company on April 21, 2009. Mr. Davenport previously served as a director of ITC Holding Company, Inc., a West Point, Georgia-based private technology investment

company. Some of the companies which it founded and grew include Powertel, Inc., (acquired by Deutche Telkom for $5.89 billion + assumption of $1.2 billion debt), Mindspring, Inc. (merged with EarthLink {NASDAQ: ELNK}), E-Company Store,

Inc., PreSolutions, Inc., ASYNC, Inc., and Knology, Inc. {symbol NASDAQ: KNOL}. He also served as a director for ITC DeltaCom, Inc. {OTC BB: ITCD}, a Competitive Local Exchange Carrier (CLEC) company that is regionally significant

in both the fiber and direct long distance sale business in the southeast United States. Mr. Davenport is licensed and active as an Attorney in the State of Georgia, and holds an inactive license in Alabama as both an Attorney and as a

Certified Public Accountant. He also serves as a Director of LeanStream Media, Inc.

Redgie Green, age 57, is Director of INTREorg Services, Inc. He has been Secretary and Director of Sun River Energy, Inc. since 1998 and in September 2009, became the Chief Executive Officer of Sun River Energy, Inc. Mr. Green has been co-owner and operator of Green's B&R Enterprises, a wholesale donut baker since 1983. He has been an active investor in small capital and high-tech adventures since 1987. Mr. Green was a director of Colorado Gold & Silver, Inc. in 2000. He was a director for Houston Operating Company during 2004. He served as a director for Mountains West Exploration, Inc. in 2005. He is a Director of Concord Ventures, Inc. (2006) and ASPI Inc. (2006 - 2009) and has been appointed as an officer and director of Captech Financial, Inc. in May 2006. He served as a director of Baymark Technologies, Inc. 2005-2006.

Annual Meeting

The annual meeting of INTREorg stockholders is expected to be held at a future date as soon as practicable. This will be an annual meeting of stockholders for the election of directors. The annual meeting will be held at the INTREorg's

principal office or at such other place as permitted by the laws of the State of Texas and on such date as may be fixed from time to time by resolution of INTREorg's board of directors.

Committees of the Board of Directors

INTREorg is managed under the direction of its board of directors. INTREorg's board of directors plans to establish an audit committee as soon as practicable.

Executive Committee

INTREorg does not have an executive committee.

Audit Committee

INTREorg currently does not have an audit committee. When formed, the audit committee will be comprised solely of directors who are independent and financially literate, as required by the Securities Exchange Act of 1934, as amended, which INTREorg refers to as the Securities Exchange Act. At least one member of the committee will have accounting or related financial management expertise.

Previous "Blank Check" or "Shell" Company Involvement

Management of INTREorg has not been involved in prior private "blank-check" or "shell" companies.

Conflicts of Interest

The officers and directors of the Company will not devote more than a portion of their time to the affairs of the Company. There will be occasions when the time requirements of the Company's business conflict with the demands of their other

business and investment activities. Such conflicts may require that the Company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms

favorable to the Company.

Conflicts of Interest - General.

Certain of the officers and directors of the Company may be directors and/or principal shareholders of other companies and, therefore, could face conflicts of interest with respect to potential acquisitions. In addition, officers and directors of the Company may in the future participate in business ventures, which could be deemed to compete directly with the Company. Additional conflicts of interest and non-arms length transactions may also arise in the future in the event the Company's officers or directors are involved in the management of any firm with which the Company transacts business. The Company's Board of Directors has adopted a policy that the Company will not seek a merger with, or acquisition of, any entity in which management serve as officers or directors, or in which they or their family members own or hold a controlling ownership interest. Although the Board of Directors could elect to change this policy, the Board of Directors has no present intention to do so. In addition, if the Company and other companies with which the Company's officers and directors are affiliated both desire to take advantage of a potential business opportunity, then the Board of Directors has agreed that said opportunity should be available to each such company in the order in which such companies registered or became current in the filing of annual reports under the Exchange Act subsequent to January 1, 1997.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to officers and board members during the fiscal years ended December 31, 2009, 2008 and 2007. The table sets forth this information for INTREorg, including salary, bonus, and certain other compensation to the Board members and named executive officers for the past three fiscal years and includes all Board Members and Officers as of December 31, 2009.

SUMMARY EXECUTIVES COMPENSATION TABLE

										Non-equity		Non-qualified
										incentive		deferred
						Stock		Option		plan		compensation		All other
		Salary		Bonus		awards		awards		compensation		earnings		compensation		Total
Name & Position	Year	($)		($)		($)		($)		($)		($)		($)		($)

Russell K. Boyd,
Chief Executive	2009		0		0		0		0		0		0		0		0
Officer and	2008		0		0		0		0		0		0		0		0
President	2007		0		0		0		0		0		0		0		0

Denis L. Iler,	2009		0		0		$		0		0		0		$		$
Former President	2008		0		0		$1,000		0				$250		0		$1,250
and CEO (1)	2007		0		0		0		0		0		0		0		0

Austin Andres,	2009		0		0		$		0		0		0		0
Former COO (2)	2008		0		0		$1,000		0		0		0		0		$1,000
	2007				0		0		0		0		0		0

Jeff Huitt, Former	2009		0		0		0		0		0		0		0		$
CFO (3)	2008		$ 9,800		0		0		0		0		0		0		$9,800
	2007		$15,900		0		0		0		0		0		0		$15,900

(1) Mr. Denis Iler resigned as a director and officer of the Company in March 2009. During the year ended December 31, 2009, he received 100,000 shares of common stock valued at $1,000 for his services as a director.

(2) Mr. Andres resigned as an officer of the Company in April 2009 and as a Director on May 26, 2009. During the year ended December 31, 2008, he received 100,000 shares of the Company's common stock valued at $1,000 for his consulting services as an officer of the Company.

(3) Mr. Huitt resigned as an officer of the Company in April 2009 and as a Director on May 7, 2009. The Company paid Huitt Consulting, LLC $50 per hour for work performed by PersonNameJeff Huitt as the Company's contract CFO. During the year ended December 30, 2008, the Company paid Mr. Huitt cash of $2,850 and accrued $6,950 in connection with his services.

OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

INTREorg does not have a stock option plan as of December 31, 2009. There was no grant of stock options to the Chief Executive Officer and other named executive officers during the fiscal year ended December 31, 2009.

Employment Agreements and Termination of Employment and Change-In-Control Arrangements

None of the Company's officers, directors, advisors, or key employees is currently party to employment agreements with the Company. The Company has no pension, health, annuity, bonus, insurance, stock options, profit sharing or

similar benefit plans; however, the Company may adopt such plans in the future. There are presently no personal benefits available for directors, officers, or employees of the Company.

Compensation Committee Interlocks and Insider Participation

The INTREorg board of directors in its entirety acts as the compensation committee for INTREorg. Mr. Russell K. Boyd is the Chief Executive Officer and Chairman of the Company.

Stock Option Plan

The Company does not have a stock option plan at the time of this filing.

Director Compensation

The Company pays $500 for Directors fees for meeting attendance, unless the fee is waived. The Company's directors waived the fee during the year ended December 31, 2009.

The following table sets forth certain information concerning compensation paid to the Company's directors during the year ended December 31, 2009:

	Fees			Non-equity	Nonqualified
	earned or			incentive	deferred
	paid in	Stock	Option	plan	compensation	All other
	cash	awards	awards	compensation	earnings	compensation	Total
Name	($)	($)	($)	($)	($)	($)	($)

Russell K. Boyd	$-0-	$	$-0-	$-0-	$-0-	$-0-	$

Malcolm C.Davenport, V	$-0-	$	$-0-	$-0-	$-0-	$-0-	$

Redgie T. Green	$-0-	$	$-0-	$-0-	$-0-	$-0-	$

Denis L. Iler(1)	$-0-	$	$-0-	$-0-	$-0-	$	$

Austin Andres(2)	$-0-	$-0-	$-0-	$-0-	$-0-	$	$

Jeff Huitt(3)	$-0-	$-0-	$-0-	$-0-	$-0-	$	$

Wesley F. Whiting (4)	$-0-	$-0-	$-0-	$-0-	$-0-	$-0-	$-0-

(1) Mr. Denis Iler resigned as a director and officer of the Company in March 2009.

(2) Mr. Andres resigned as an officer of the Company in April 2009 and as a Director on May 26, 2009.

(3) Mr. Huitt resigned as an officer of the Company in April 2009 and as a Director on May 7, 2009.

(4) Wesley F. Whiting has resigned as Director effective January 8, 2009.

Limitation on Liability and Indemnification

INTREorg is a Texas corporation. The Texas Business Corporation Act (TBCA) provides that the articles of incorporation of a Texas corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except that any such provision may not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in TBCA (concerning unlawful distributions), or (iv) any transaction from which a director directly or indirectly derived an improper personal benefit. INTREorg's articles of incorporation contain a provision eliminating the personal liability of directors to INTREorg or INTREorg shareholders for monetary damages to the fullest extent provided by the TBCA.

The TBCA provides that a Texas corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal,

administrative, or investigative and whether formal or informal (a "Proceeding"), in which he or she was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the Proceeding, unless such indemnity is limited by the corporation's articles of incorporation. INTREorg articles of incorporation do not contain any such limitation.

The TBCA provides that a Texas corporation may indemnify a person made a party to a Proceeding because the person is or was a director against any obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty,

fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted himself or herself in good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation, that the person's conduct was in the corporation's best interests and, in all other cases, his or her conduct was at least not opposed to the corporation's best interests and, with respect to any criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful. The Company's articles of incorporation and bylaws allow for such indemnification. A corporation may not indemnify a director in connection with any Proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or, in connection with any other Proceeding charging that the director derived an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the director was judged liable on the basis that he or she derived an improper personal benefit. Any indemnification permitted in connection with a Proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding.

The TBCA, unless otherwise provided in the articles of incorporation, a Texas corporation may indemnify an officer, employee, fiduciary, or agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greater extent, if not inconsistent with public policy and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract. INTREorg articles of incorporation provide for indemnification of directors, officers, employees, fiduciaries and agents of INTREorg to the full extent permitted by Texas law.

INTREorg articles of incorporation also provide that INTREorg may purchase and maintain insurance on behalf of any person who is or was a director or officer of INTREorg or who is or was serving at the request of INTREorg as a director,

officer or agent of another enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not INTREorg would have the power to indemnify him or her against such liability.

EQUITY COMPENSATION PLAN INFORMATION

The Company has not established an equity compensation plan or Incentive Stock Option Plan at this time.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information with respect to the beneficial ownership of INTREorg outstanding common stock by:

o each person who is known by INTREorg to be the beneficial owner of five percent (5%) or more of INTREorg common stock;

o INTREorg's chief executive officer, its other executive officers, and each director as identified in the "Management -- Executive Compensation" section; and

o all of the Company's directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable or convertible within 60 days of the date of this document into shares of INTREorg common stock are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The information below is based on the number of shares of INTREorg common stock that INTREorg believes was beneficially owned by each person or entity as of December 31, 2009.

	Number of Shares of
	Common Stock		Percent of Class
Name and Address of Beneficial Owner (1)	Beneficially Owned		Beneficially Owned (4)

J.H. Brech, LLC (2)		1,009,666		9.78	%

Russell K. Boyd, Chief Executive Officer, President and Chairman of the Board (3)		1,434,000		13.90	%

Malcolm C. Davenport, V, Director		0		0	%

Redgie T. Green, Director		25,000		2.42	%

All directors and executive officers as a group (3 persons)		1,459,000		14.13	%

(1)Except as noted above the business address for all listed individuals or entities is c/o INTREorg Systems, Inc.,501 Trophy Lake Dr., Suite 314, PMB 106, Trophy Club, TX 76262.

(2) J.H. Brech, LLC owns 698,833 shares of common stock. Mr. Charles J. Webb owns 311,333 shares of ISI common stock and 553,833 shares beneficially through J.H. Brech, LLC of which he is a manager.

(3) Mr. Boyd has Proxy Control of 900,000 shares previously held by Mr. Alton Smith. Mr. Boyd has direct control of 534,000 common shares representing 5.17% of the outstanding shares of common stock.

(4) Based on 10,320,016 shares of common stock issued and outstanding on December 31, 2009.

Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. Included in

this table are only those derivative securities with exercise prices that INTREorg believes have a reasonable likelihood of being "in the money" within the next sixty days.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No officer or director of the Company has or proposes to have any direct or indirect material interest in any asset proposed to be acquired by the Company through security holdings, contracts, options, or otherwise.

The following table shows the issuances of stock, in lieu for services for compensation to officers or directors or affiliates in 2008 and 2009:

Name	Date of Issuance	Number of Shares	Position

Austin Andres	03/14/2008	100,000	Former Chief Operating
			Officer & Former Director

Russell K. Boyd	03/14/2008	200,000	Chief Executive Officer,
			President and Chairman of
			the Board

Redgie Green	03/14/2008	25,000	Director

Denis L. Iler	03/14/2008	125,000	Former Chief Executive
			Officer & Former Director

Wesley F. Whiting	03/14/2008	25,000	Former Director

In January 2009, Mr. Wesley F. Whiting resigned as a director of INTREorg.

In March 2009, Mr. Denis L. Iler resigned as the Chief Executive Officer, President and Director of INTREorg. In March 2009, Mr. Boyd was appointed the Chief Executive Officer of INTREorg.

In April 2009, Mr. Huitt resigned as the Chief Financial Officer of INTREorg and on May 7, 2009 he resigned as a Director.

In April 2009, Mr. Andres resigned as the Chief Operating Officer of INTREorg and on May 26, 2009 he resigned as a Director.

On April 10, 2009 we borrowed approximately $406,961 from J.H. Brech, LLC, a principal shareholder of the Company, under the terms of a Commercial Convertible Promissory Note. On April 21, 2009 we borrowed an additional $34,400. We used the funds for working capital. The terms of the notes are identical and each mature one year from the date of issuance. Under the notes, we agreed to pay interest at the rate of 6% per annum, payable monthly. We are permitted to prepay the notes at any time without penalty. At the option of the holder, all or any portion of the notes are convertible into shares of our common stock at a conversion price of $1.00 per share. At December 31, 2009, an aggregate of $471,202 was outstanding under these notes.

At each of December 31, 2009 and 2008 a related party is owed $58,326 and $30,006, respectively, for services provided to the Company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

GENERAL. Larry O'Donnell, CPA, P.C. ("O'Donnell") is the Company's principal auditing accountant firm. The Company's Board of Directors has considered whether the provisions of audit services are compatible with maintaining

O'Donnell's independence.

The following table represents aggregate fees billed to the Company for the years ended December 31, 2009 and December 31, 2008 by Larry O'Donnell, CPA, P.C.

	Year Ended		December 31,
	2009		2008
Audit Fees	$	5,620	$	1,400

Audit-related Fees	$	0	$	0

Tax Fees	$	0	$	0

All Other Fees	$	0	$	0

Total Fees	$	5,620	$	1,400

All audit work was performed by the auditors' full time employees.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following is a complete list of exhibits filed as part of this Form 10-K/A. Exhibit number corresponds to the numbers in the Exhibit table of Item 601 of Regulation S-K.

(a) Audited financial statements for years ended December 31, 2009 and 2008

(b) Exhibit No.	Description

3.1	Articles of Incorporation (1)

3.2	Articles of Amendment (1)

3.7	Bylaws of INTREorg Systems, Inc. (1)

10.1	Form of bridge note *

10.2	Form of Commercial Convertible Promissory Note dated April 10, 2009 in the principal amount of $407,960.90 to J.H. Brech, LLC *

10.3	Form of Commercial Convertible Promissory Note dated April 21, 2009 in the principal amount of $34,400 to J.H. Brech, LLC *

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*

31.1	Rule 13a-14(a)/15d-14(a) Certification of principal financial and accounting officer*

32.1	Section 1350 Certification of Chief Executive Officer and principal financial and accountingofficer*

* filed herewith

(1) Incorporated by reference from the exhibits included in the Company's Form 10 filed with the Securities and Exchange Commission (www.sec.gov), dated May 29, 2008. A copy can be provided by mail, free of charge, by sending a written

request to INTREorg Systems, Inc., 501 Trophy Lake Dr, Suite 314, PMB 106, Trophy Club, TX 76262.

O'Donnell, CPA, P.C.
Telephone (303) 745-4545	2228 South Fraser Street
Fax (303) 369-9384	Unit I
Email larryodonnellcpa@msn.com	Aurora, Colorado 80014
www.larryodonnellcpa.com

INDEPENDENT AUDITOR'S REPORT

Board of Directors

INTREorg Systems, Inc.

I have audited the accompanying balance sheets of INTREorg Systems, Inc. as of December 31, 2009 and 2008, and the related statements of loss, changes in stockholders' equity, and cash flows for the years then ended and the period from inception, November 3, 2003 to December 31, 2009. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and

significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of INTREorg Systems, Inc. as of December 31, 2009 and 2008, and the results of its operations and cash flows for the years then ended and the period from inception, November 3, 2003 to December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an

accumulated deficit of $2,416,003 at December 31, 2009. Additionally, for the year ended December 31, 2009, they had a net loss of $158,975. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Larry O'Donnell, CPA, P.C.

Larry O'Donnell, CPA, P.C.

April 14, 2010

F - 1

INTREorg Systems, Inc.

(A Development Stage Company)

Balance Sheets

	December 31
	2009			2008
	(Audited)			(Audited)

ASSETS:

Current Assets:
Cash	$	13		$	3,330
Accounts Receivable		-			7,261

Total Current Assets		13			10,591

Furniture and fixtures - net		379			10,207

Investment - Fusion Equity		-			1,000


TOTAL	$	392		$	21,798


LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities

Cash overdraft	$	54		$	-
Accounts payable		221,035			581,295
Accrued expenses and liabilities		585,323			533,934
Accrued expenses – related party		58,326			30,006
Notes Payable		521,000			577,886


Total Current Liabilities		1,385,738			1,723,121

Long-Term Liabilities
Convertible promissory note – related party		471,202			-

Total Liabilities		1,856,940			1,723,121

Stockholders' Deficit

Preferred Stock, no par value; 2,000,000 shares authorized
none and 247,100 shares issued and outstanding
at December 31, 2009 and 2008, respectively		-			-

Common Stock, no par value; 100,000,000 shares authorized
10,320,016 and 10,305,016 shares issued and outstanding
at December 31, 2009 and 2008, respectively		559,455			555,705

Deficit accumulated during the development stage		(2,416,003	)		(2,257,028	)
Total Stockholders' deficit		(1,856,548	)		(1,701,323	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	392		$	21,798

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

F - 2

INTREorg Systems, Inc.

(A Development Stage Company)

Statements of Operations

(Audited)

							November 3, 2003
	For the Year Ended						(Inception) to
	December 31,						December 31,
	2009			2008			2009

Revenue	$	-		$	750		$	750

Depreciation		9,031			-			15,206
Consulting expense					121,088			836,005
Director's fees		-			12,750			48,870
General and administrative		31,437			32,198			88,834
Professional fees		52,192			52,146			434,907
Payroll expense		-			-			724,630
Rent and utilities		-			9,612			111,858
Travel expense		4,433			17,354			98,000


Total Expenses		97,093			245,148			2,358,310


Net Operating Loss		(97,093	)		(244,398	)		(2,357,560	)


Other Revenue / (Expense)

Forgiveness of debt		-			-			135,750
Settlement agreements		-			-			36,653
Interest Income		-			-			356
Miscellaneous expense		-			-			(5,857	)
Interest Expense		(61,882	)		(48,803	)		(225,345	)


Total other revenue / (expense)		(61,882	)		(48,803	)		(58,443	)

Net Loss	$	(158,975	)	$	(293,201	)	$	(2,416,003	)


Net Income/Loss per share of common
stock	$	(0.02	)	$	(0.03	)

Weighted average number of common
shares outstanding		10,320,016			9,667,745

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

F - 3

INTREorg Systems, Inc.

(A Development Stage Company)

Statement of Cash Flows

(Unaudited)

							November 3, 2003
	For the year ended						(Inception) to
	December 31,						December 31,
	2009			2008			2009

Cash Flows from Operating Activities
Net Loss	$	(158,975	)	$	(293,201	)	$	(2,416,003	)
Adjustments to reconcile net loss to net cash used
by operating activities
Common stock issued for services		3,750						3,750
Depreciation		9,828			-			15,993
Allowance for doubtful accounts		7,261						7,261
Reserve for investment		1,000						1,000
Changes in operating assets and liabilities
Increase in Accounts Receivable and Advances		-			13,394			(7,261	)
Increase in Accounts Payable and accrued liabilities		133,766			189,370			1,279,000
(Increase) Decrease in deposits		-			6,900			-


Net Cash Flows Used by Operating Activities		(3,370	)		(83,537	)		(1,116,260	)


Cash Flows from Investing Activities
Acquisition of Fixed Assets		-			-			(16,372	)
Acquisition of Investments		-			-			(1,000	)

Net Cash Flows Provided (Used) by Investing Activities		-			-			(17,372	)

Cash Flows from Financing Activities
Cash overdraft		53						53
Increase / (decrease) in loans payable					73,500			577,886
Issuance of Preferred A Stock		-			-			247,100
Issuance of Common Stock		-			13,825			308,605

Net Cash Flows Provided by Financing Activities		53			87,325			1,133,644

Net (Decrease) Increase in Cash		(3,317	)		3,788			13

Cash at Beginning of Period		3,330			(458	)		-

Cash at End of Period	$	13		$	3,330		$	13

Supplemental Disclosure of Cash Flow Information

Cash paid for interest	$	-		$	-		$	32,008

Cash paid for taxes	$	-		$	-		$	-


Supplemental Disclosure of Non-Cash Flow Information

Debt converted to Convertible Notes Payable	$	471,202		$	-		$	471,202

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

F - 4

INTREorg SYSTEMS, INC.

(A Development Stage Enterprise)

Statement of Stockholders' Equity (Deficit)

From November 3, 2003 (Inception) through September 30, 2009

											Deficit
											Accum. During
	Common Stock			Preferred A Stock							the Development
	# of Shares		Amount	# of Shares				Amount			Stage			Totals

Balance - November 3, 2003	-	$	-				$	-		$	-		$	-
Stock issued for cash	1,000,000		5,000											5,000
Net Loss for period			-								(3,325	)		(3,325	)


Balance - December 31, 2003	1,000,000		5,000		-			-			(3,325	)		1,675


Stock issued for cash	33,000		16,500		169,100			169,100						185,600
Stock issued for services	145,833		729											729
Stock issued for compensation	448,333		13,518											13,518
Net Loss for period											(605,823	)		(605,823	)

Balances - December 321, 2004	1,627,166		35,747		169,100			169,100			(609,148	)		(404,301	)

Stock issued for cash	64,000		32,000		76,000			76,000						108,000
Stock issued for services	297,000		8,850											8,850
Stock issued for compensation	61,000		30,500											30,500
Stock issued for interest	990,000		9,900		2,000			2,000						11,900
Net Loss for period											(657,305	)		(657,305	)

Balances - December 31, 2005	3,039,166		116,997		247,100			247,100			(1,266,453	)		(902,356	)

Stock issued for services	250,000		125,000											125,000
Stock issued for interest	1,831,250		18,313											18,313
Net Loss for period											(313,399	)		(313,399	)

Balances - December 31, 2006	5,120,416		260,310		247,100			247,100			(1,579,852	)		(1,072,442	)

Stock issued for services	812,000		8,120											8,120
Stock issued for interest	2,635,000		26,350											26,350
Net Loss for period											(383,975	)		(383,975	)

Balances - December 31, 2007	8,567,416		294,780		247,100			247,100			(1,963,827	)		(1,421,947	)

Stock issued for services	625,000		6,250											6,250
Stock issued for interest	757,500		7,575											7,575
Convert preferred to common	247,100		247,100		(247,100	)		(247,100	)					-
Reconciliation differences	108,000													-
Net Loss for period											(293,201	)		(293,201	)

Balances - December 31, 2008	10,305,016		555,705		-			-			(2,257,028	)		(1,701,323	)

Stock issued for services	15,000		3,750											3,750
Net Loss for period											(158,975	)		(158,975	)

Balances - December 31, 2009	10,320,016	$	559,455		-		$	-		$	(2,416,003	)	$	(1,856,548	)

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

F - 5

INTREORG SYSTEMS, INC.

(A Development Stage Company)

Notes to the Financial Statements

For the year end December 31, 2009

Note 1. Organization, Basis of Presentation and Summary of Significant

Accounting Policies

Organization

Intreorg Systems, Inc. (the Company) was incorporated under the laws of the State of Texas on November 3, 2003. The Company was organized for the purpose of providing internet consulting and "back office" services to companies. As well

as, to pursue any other lawful business opportunity as decided upon by the board of directors. The Company's fiscal year end is December 31st.

On March 25, 2009, Mr. Denis Iler resigned as the Chief Executive Officer and a Director of the Company. On March 25, 2009, Mr. Russell K. Boyd, a director of the Company, was appointed the Chief Executive Officer of the Company.

On April 11, 2009, Mr. Jeff Huitt resigned as the Chief Financial Officer of the Company and Mr. Austin Andres resigned as the Chief Operating Officer. On May 7, 2009, Mr. Huitt resigned as director of the Company.

Basis of Presentation

Development Stage Company

The Company has not earned significant revenues from limited principal operations. Accordingly, the Company's activities have been accounted for as those of a Development Stage Enterprise. Among the disclosures required are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity (deficit) and cash flows disclose activity since the date of the Company's inception.

Going Concern

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's current

liabilities exceed the current assets by $1,385,359 at December 31, 2009.

During the year ended December 31, 2009, the Company did not generate any revenues. At December 31, 2009, the Company had a deficit accumulated during its development stage of $2,416,003.

The Company is in the development stage and has not earned revenues from operations. The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital or locate a merger

candidate and ultimately, achieve profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. Management believes that

actions presently being taken provide the opportunity for the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these

uncertainties. Management is seeking new capital to carry forward the purposes of the Company.

Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all highly-liquid debt instruments, with an original maturity of three months, to be cash equivalents.

Use of Estimates

F - 6

Net Loss Per Share

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided for using the straight-line method over the useful life of the assets.

Other Comprehensive Income

INTREorg Systems, Inc. has no material components of other comprehensive income (loss), and accordingly, net loss is equal to comprehensive loss in all periods.

Federal Income Tax

The Company has made no provision for income taxes because there have been no operations to date causing income for financial statement or tax purposes.

Under the asset and liability method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial

statement carrying amounts and the tax basis of existing assets and liabilities.

2009

Deferred tax assets:
Net operating loss carryforwards	$	2,416,003
Valuation allowance		(2,416,003	)

Net deferred tax assets	$	-

At December 31, 2009, the Company had net operating loss carry forwards of approximately $2,416,003 for federal income tax purposes. These carryforwards if not utilized to offset taxable income will begin to expire in 2019.

Recent Accounting Pronouncements

In June 2009, the FASB issued ASC 860 "Transfers and Servicing" which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial involvement, if any, in transferred financial assets. ASC 860 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of ASC 860 will have on its financial statements.

In June 2009, the FASB issued ASC 810 which improves financial reporting by enterprises involved with variable interest entities. ASC 810 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of ASC 810 will have on its financial statements.

In June 2009, the FASB issued ASC No. 105 "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles--a replacement of FASB Statement No. 162." The FASB Accounting Standards

Codification ("Codification") will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. ASC 105 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in ASC 105. All other accounting literature not included in the Codification is non-authoritative. The Company is evaluating the impact the adoption of ASC 105 will have on its financial statements.

F - 7

Note 2 – Accrued Expenses and Liabilities

At December 31, 2009 accrued expenses and liabilities is comprised of accrued salary of $469,319, accrued interest of $116,004. At December 31, 2008 accrued expenses and liabilities is comprised of accrued salary of $472,569, accrued interest of $41,365.

Note 3 – Accrued Expenses – related party

During the year ended December 31, 2009 and 2008 a related party is owed $58,326 and $30,006 for services provided to the Company.

Note 4 - Notes Payable

Prior to the year ended December 31, 2008, the Company raised $577,886 in bridge loans in order to be able to continue operations. These loans carry interest rates from 6% to 10% per annum and have due dates between 909 and 180 days. The

providers of these loans were also given "equity kickers" of stock in the amount of 1 share of common stock for each one cent of loan amount. Prior to January 1, 2009, the holders were issued shares of the Company's common stock in equal

amount to the interest accrued for extensions on the payment of the notes.

During the year ended December 31, 2009, holders of notes totaling $56,866 (principal and outstanding interest on the date of conversion) converted their notes into Commercial Convertible Promissory Notes (Convertible Promissory Notes). The Convertible Promissory Notes are unsecured, have an interest rate of 6% and a due date of April 10, 2011. For further details, see Note 3 - Convertible Promissory Notes.

Note 5 -Convertible Notes Payable

On April 10, 2009, a vendor owed $406,961 agreed to convert the amount owed to it into long-term debt in the form of a Convertible Promissory Note.

On April 10, 2009, holders of outstanding promissory notes totaling $56,866 and accrued interest of $7,375, agreed to convert the amounts owed to them into long-term Convertible Promissory Notes.

Note 6 -Convertible Notes Payable – related party

The Convertible Promissory notes are unsecured, have an interest rate of 6% and a due date of April 10, 2011. The promissory notes provide the holders with the right to convert in part or all of the outstanding principal and/or interest into shares of the Company's common stock at a rate of $1 per share. At December 31, 2009, $471,202 was outstanding.

Note 7 - Capital Stock Transactions

During the year ended December 31, 2009, the Company issued 15,000 shares of common stock valued at $3,750 for consulting services.

On October 6, 2009 the Company entered into an investment banking agreement. The terms of the agreement are a such. For any money they raise the Company is obligated to an 8% commission in cash and a 2% expenses allowance in cash and

10% additional in common stock at a 110% of market price over a 5 day average.

Note 7 - Subsequent Events

The Company evaluated events through April 14, 2010 for subsequent events to be included in its December 31, 2009 financial statements herein.

F - 8

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 24, 2010

INTREorg Systems, Inc.

/s/Russell K. Boyd

Russell K. Boyd, President, CEO,

(principal financial and accounting officer)

and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: December 24, 2010

INTREorg Systems, Inc.

/s/ Russell K. Boyd

Russell K. Boyd, Chairman of the Board, Chief Executive Officer

principal executive officer, principal financial and accounting officer

/s/ Malcolm C. Davenport, V

Malcolm C. Davenport, V, Director

/s/Redgie T. Green

Redgie T. Green, Director

F - 9

Attached files

Stock widget

Investing forum

INTREorg SYSTEMS INC. Reports

Also read