10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

(Mark One)

Form 10-Q/A

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

For the quarterly period ended June 30, 2011

or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________________

Commission file number: 0-53262

INTREorg Systems, Inc.

(Name of registrant as specified in its charter)

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

2600 E. Southlake Blvd., Suite 120-366, Southlake, TX	76092
(Address of principal executive offices)	(Zip Code)

(817) 491-8611

(Registrant's telephone number, including area code)

not applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

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 (§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).

o Yes x No

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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	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 o No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  10,460,016 shares of common stock are issued and outstanding as of August 15, 2011.

Explanatory Note

           This Form 10-Q/A amends the Quarterly Report on Form 10-Q of INTREorg Systems, Inc. for the period ended June 30, 2011 filed on August 16, 2011 (the “Form 10-Q”) for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405(a)(2) of Regulation S-T.  No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.

Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those Sections.

Item 6.                                Exhibits.

No.	Description
4.1	Form of Warrant issued to Cicerone Corporate Development, LLC *
31.1	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
31.2	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 accounting officer *
101	Interactive Data Files
101.SCH	XBRL Taxonomy Extension Schema Document **
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document **
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document **
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document **
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document **

*           previously filed

**           filed herewith.  In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this Quarterly Report on Form 10-Q/A shall be deemed “furnished” and not “filed”.

SIGNATURES

Pursuant to the requirements 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.

	INTREorg Systems, Inc.
September 13, 2011	By: /s/ Donal R. Schmidt
	Donal R. Schmidt, Jr., Chief Executive Officer, principal executive officer, principal financial and accounting officer

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Balance Sheets Parentheticals (USD $)	Jun. 30, 2011	Dec. 31, 2010
Preferred Stock, no par value	$ 0.00	$ 0.00
Preferred Stock, shares authorized	2,000,000	2,000,000
Common Stock, no par value	$ 0.00	$ 0.00
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	10,460,016	10,320,016
Common Stock, shares outstanding	10,460,016	10,320,016

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Statements of Operations (USD $)	3 Months Ended		6 Months Ended		93 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
Revenue	$ 0	$ 0	$ 0	$ 0	$ 750
Depreciation	0	150	0	300	15,585
General and administrative	156,364	39,304	198,423	65,361	2,697,062
Total Expenses	156,364	39,454	198,423	65,661	2,712,647
Operating Loss	(156,364)	(39,454)	(198,423)	(65,661)	(2,711,897)
Forgiveness of debt	0	0	0	0	135,750
Settlement agreements	0	0	0	0	36,653
Interest Income	0	0	0	0	356
Miscellaneous expense	0	0	0	0	(5,857)
Interest Expense	(17,091)	(17,091)	(33,995)	(33,995)	(328,157)
Total other Income / (expense)	(17,091)	(17,091)	(33,995)	(33,995)	(161,255)
Net Loss	$ (173,455)	$ (56,545)	$ (232,418)	$ (99,656)	$ (2,873,152)
Net Income/Loss per share of common stock	$ (0.02)	$ (0.01)	$ (0.02)	$ (0.01)
Weighted average number of common shares outstanding	10,413,423	10,320,016	10,366,977	10,320,016

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Document and Entity Information	3 Months Ended
	Jun. 30, 2011
Document and Entity Information
Entity Registrant Name	INTREorg SYSTEMS INC.
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Entity Central Index Key	0001295560
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	10,480,016
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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NOTES PAYABLE

3 Months Ended

Jun. 30, 2011

NOTES PAYABLE

NOTES PAYABLE

NOTE 3.                      NOTES PAYABLE.

The Company’s notes payable totaling $521,000 bear interest at per annum rates from 6% to 10%. Accrued and unpaid interest at June 30, 2011 is $156,374 and is included with Accrued interest and other liabilities in the accompanying financial statements.  As of June 30, 2011, all of the Company’s notes payable are past due.

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ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

3 Months Ended

Jun. 30, 2011

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

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. The Company's fiscal year end is December 31st.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month and six month periods ended June 30, 2011, are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.

The Company's 10-K for the year ended December 31, 2010, filed on April 14, 2011, should be read in conjunction with this report.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period 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' deficit and cash flows disclose activity since the date of the Company's inception.

Summary of Significant Accounting Policies

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.

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CAPITAL STOCK TRANSACTIONS

3 Months Ended

Jun. 30, 2011

CAPITAL STOCK TRANSACTIONS

CAPITAL STOCK TRANSACTIONS

NOTE 4.                      CAPITAL STOCK TRANSACTIONS.

During the six months ended June 30, 2011 the Company received $100,000 for the sale of 100,000 shares of common stock at $1.00 per share to a related party. The Company issued the shares of common stock in March 2011 and April 2011.

During the six months ended June 30, 2011 we were obligated to issue Cicerone 40,000 shares of common stock valued at $43,000 as compensation under the terms of the Cicerone Agreement.  We have reflected these shares as issued and outstanding at June 30, 2011.

The total fair value of the warrants at the date of grant for the three months ended June 30 , 2011 were $.95 to $1.20 per share, respectively, resulting in consulting expense of $33,080.

2010 Stock Option and Award Incentive Plan

On June 29, 2010 the Company’s shareholders approved the adoption of the Company’s 2010 Stock Option and Award Incentive Plan (the “Plan”).   The Plan, which provides for the grant of stock options to the Company’s directors, officers, employees, consultants, and advisors of the Company, is administered by a committee consisting of members of the Board of Directors (the "Stock Option Committee"), or in its absence, the Board of Directors.  The Plan provides for a total of 2,000,000 shares of common stock to be reserved for issuance subject to options.  At June 30, 2011 the Company has not made any grants under the Plan.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2011

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 5.                      COMMITMENTS AND CONTINGENCIES.

At June 30, 2011, management estimates there is a potential liability $483,237, related to the operations under the former management of the Company.  The contingent amounts relate primarily to compensation in years prior to 2009. Management is not aware of any pending or threatened litigation involving the Company as of June 30, 2011 or since, through the date of these financial statements.

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SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2011

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 6.                      SUBSEQUENT EVENTS.

In August 2011 we issued Cicerone 40,000 shares of common stock as compensation due through June 30, 2011, together with an additional 20,000 shares of common stock for services due for July 2011 as compensation under the terms of the Cicerone Agreement.

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Statements of Cash Flows (USD $)	6 Months Ended		93 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
Net Loss	$ (232,418)	$ (99,656)	$ (2,873,152)
Common stock and warrants for services	76,080	0	334,935
Depreciation	0	300	16,372
Reserve for investment	0	0	1,000
(Increase) decrease in prepaid expenses	1,173	(1,719)	0
Increase in accounts payable and accrued expenses	42,710	100,968	1,013,433
Increase (decrease) in accrued contingencies	(2,900)	0	483,237
Net Cash Flows Used by Operating Activities	(115,355)	(107)	(1,024,175)
Acquisition of fixed assets	0	0	(16,372)
Acquisition of investments	0	0	(1,000)
Net Cash Flows Provided (Used) by Investing Activities	0	0	(17,372)
Cash overdraft	0	94	0
Increase (decrease) in loans payable	0	0	521,000
Increase (decrease) in related party revolving line of credit	16,845	0	121,489
Proceeds from sale of common stock	100,000	0	153,500
Issuance of Preferred A Stock	0	0	247,100
Net Cash Flows Provided by Financing Activities	116,845	94	1,043,089
Net (Decrease) Increase in Cash	1,490	(13)	1,542
Cash at Beginning of Period	52	13	0
Cash at End of Period	1,542	0	1,542
Cash paid for interest	0	0	32,008
Cash paid for taxes	0	0	0
Debt converted to Convertible Notes Payable	$ 0	$ 0	$ 471,202

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RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2011

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 2.                      RELATED PARTY TRANSACTIONS.

On June 19, 2011 the Company entered into a revolving line of credit with J.H. Brech, LLC, a related party, to provide access to funding for our operations.  Under the terms of the 8% revolving credit note, we have access of up to $500,000.  Interest accrues at 8% per annum on the outstanding principal amount due under the revolving line of credit and is payable semi-annually on June 30 and December 31 of each year commencing June 30, 2011.  The principal and any accrued but unpaid is due on the earlier of:

• June 19, 2014, or

• the date on which we receive at least $1.5 million in gross proceeds through one or a series of transactions.

 At the Company’s sole discretion, we can pay the interest in shares of our common stock valued as follows:

• if our common stock is not listed for trading on an exchange or quoted for trading on the OTC Bulletin Board or the OTC Markets Group (formerly the Pink Sheets), interest shares are valued at the greater of $1.00 per share or the fair market value as determined in good faith by us based upon the most recent arms-length transaction, or

• if our common stock is listed for trading on an exchange or quoted for trading on the OTC Bulletin Board or the OTC Markets Group, interest shares will be valued at the greater of (A) the closing price of our common stock on the trading day immediately preceding the date the interest payment is due and payable, or (B) the average closing price of the common stock for the five trading days immediately preceding the date the interest payment is due and payable.

The Company may prepay the note at any time without penalty.  Upon an event of default, J.H. Brech, LLC has the right to accelerate the note.  Events of default include:

•           our failure to pay the interest and principal when due,

•           a default by us under the terms of the note,

•           appointment of a receiver, filing of a bankruptcy provision, a judgment or levy against our company exceeding $50,000 or a default under any other indebtedness exceeding $50,000,

•           a liquidation of our company or a sale of all or substantially all of our assets, or

•           a change of control of our company as defined in the note.

At June 30, 2011, the Company owes this related party $121,489 for amounts advanced to the Company for working capital expenses. During the six months ended June 30, 2011 $16,845 was advanced under this arrangement.

Convertible notes payable to a related party consist of three notes totaling $471,202, and were extended on April 4, 2011 to a maturity date of April 21, 2012, accrue interest of 6% per annum, and provide for payments of the accrued interest to be made on an annual basis. If the Company defaults on the interest payments, it incurs a daily $50 late fee for a maximum of 10 days. If the default is not cured, the interest rate on the unpaid principal is increased to 18% per annum, compounding annually and due on demand.  At the discretion of the note holder, all or any part of the outstanding principal and accrued but unpaid interest due under the notes is convertible into shares of the Company's common stock at $1.00 per share.  Accrued and unpaid interest on all of the notes at June 30, 2011 totaled $62,388.

On May 15, 2009 the Company entered into a Consulting Agreement with J.H. Brech, LLC, a related party.  Under the terms of this agreement, J.H. Brech, LLC provides the Company with a variety of consulting services including consulting with the Company on capital raising and business development strategies.  As compensation for its services, the Company reimburses the consultant for pre-approved reasonable and necessary expenses incurred by it in providing the services to the Company.  The agreement remains in effect until terminated and it may be terminated by either party at any time.  At June 30, 2011, and December 31, 2010 the Company owed J.H. Brech, LLC $121,489 and $104,644, respectively, under the terms of this agreement.

Effective May 23, 2011, the Company entered into a Consulting Agreement (the “Cicerone Agreement”) with Cicerone Corporate Development, LLC, one of the Company’s principal shareholders (“Cicerone”). Pursuant to the Cicerone Agreement, Cicerone will provide consulting services relating to the implementation of corporate strategies, achievement of market listing standards, debt and equity financings, and corporate governance and shareholder matters. The Cicerone Agreement shall remain in effect until November 23, 2011. Notice of termination may be given by either party upon 30 days’ prior written notice commencing six months after the effective date of the Cicerone Agreement.  Cicerone and J.H. Brech, LLC are related parties.

As its consulting fee under the Cicerone Agreement, Cicerone is entitled to receive, on a monthly basis, 20,000 shares of common stock and 20,000 warrants with a term of two years from the date of issuance, and exercises prices are based on the closing market price on the day of issuance and provide for a cashless exercise. Under the Agreement, the Company has also agreed to reimburse Cicerone’s pre-approved reasonable and necessary expenses incurred in connection with providing its consulting services.

The total fair value of the warrants at the date of grant for the three months ended June 30 , 2011 were $.95 to $1.20 per share, respectively, resulting in consulting expense of $33,080.  As of June 30, 2011, Cicerone was due an aggregate of 40,000 shares of common stock value at $43,000, being the fair market value on the date of issuance, under the terms of this agreement.  While we had not issued the certificate as of June 30, 2011, as the issuance of the certificate is considered a ministerial act we have reflected these shares as issued and outstanding at June 30, 2011.

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Balance Sheets (USD $)	Jun. 30, 2011	Dec. 31, 2010
Cash	$ 1,542	$ 52
Prepaid expenses	0	1,173
Total Current Assets	1,542	1,225
TOTAL ASSETS	1,542	1,225
Accounts payable	323,469	314,753
Accrued interest and other liabilities	218,762	184,768
Accrued contingencies	483,237	486,137
Revolving line of credit - related party	121,489	104,644
Notes payable	521,000	521,000
Convertible promissory notes related party	471,202	0
Total Current Liabilities	2,139,159	1,611,302
Convertible promissory notes - related party	0	471,202
Total Liabilities	2,139,159	2,082,504
Preferred Stock, no par value; 2,000,000 shares authorized, none issued and outstanding	0	0
Common Stock, no par value; 10,000,000 shares authorized 10,460,016 and 10,320,016 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively	702,455	559,455
Additional paid in capital	33,080	0
Deficit accumulated during the development stage	(2,873,152)	(2,640,734)
Total stockholders' deficit	(2,137,617)	(2,081,279)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,542	$ 1,225