10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q 

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

For the quarterly period ended September 30, 2015

☐   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

INTREorg Systems, Inc.

(Exact name of registrant as specified in its charter)

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

2600 E. Southlake Blvd., Suite 120-366

Southlake, TX 76092

Registrant’s telephone number, including area code: (817) 313-5005

Indicate by check mark whether the issuer (1) 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 [ ] No [ X ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).

Yes [ ] No [ 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 Ruble 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)	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).

The number of shares of Common Stock, no par value, issued and outstanding as of June 30, 2018 was 17,614,664.

TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
Part II – OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
		19
SIGNATURES		21

2

INTRODUCTORY NOTE

Unless specifically set forth to the contrary, when used in this report the terms “INTREorg,” "we"", "our", the "Company" and similar terms refer to INTREorg Systems, Inc., a Texas corporation.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements and information that are based on the beliefs of our management as well as assumptions made by and information currently available to us and the information provided by past officers and directors.  Such statements should not be unduly relied upon.  When used in this report, forward-looking statements include, but are not limited to, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and similar expressions, as well as statements regarding new and existing products, technologies and opportunities, statements regarding market and industry segment growth and demand and acceptance of new and existing products, any projections of sales, earnings, revenue, margins or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements regarding future economic conditions or performance, uncertainties related to conducting business, any statements of belief or intention, and any statements or assumptions underlying any of the foregoing.  These statements reflect our current view concerning future events and are subject to risks, uncertainties and assumptions.  There are important factors that could cause actual results to vary materially from those described in this report as anticipated, estimated or expected, including, but not limited to: competition in the industry in which we operate and the impact of such competition on pricing, revenues and margins, volatility in the securities market due to the general economic downturn; Securities and Exchange Commission (the “SEC”) regulations which affect trading in the securities of “penny stocks,” and other risks and uncertainties.  Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward- looking statements, even if new information becomes available in the future.  Depending on the market for our stock and other conditional tests, a specific safe harbor under the Private Securities Litigation Reform Act of 1995 may be available.  Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) expressly state that the safe harbor for forward-looking statements does not apply to companies that issue penny stock.  Because we may from time to time be considered to be an issuer of penny stock, the safe harbor for forward-looking statements may not apply to us at certain times.

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Item 1.        Financial Statements.

Contents
Unaudited Balance Sheets at September 30, 2015 and December 31, 2014	5
Unaudited Statements of Operations for the three and nine months ended September 30, 2015 and 2014	6
Unaudited Statements of Comprehensive Loss for the three and nine months ended September 30, 2015 and 2014	7
Unaudited Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	8
Unaudited Notes to Financial Statements	9

4

INTREorg Systems, Inc.

Balance Sheets

(Unaudited)

		September 30,				December 31,
		2015					2014
ASSETS:
Current Assets:
Cash	$		-		$			-
Marketable securities			72,503					-
Total Current Assets			72,503					-
Licensing agreement, net			3,125					12,500
TOTAL ASSETS		$	75,628				$	12,500
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable		$	523,568				$	496,078
Accounts payable - related parties			460,422					295,253
Accrued interest and other liabilities			584,881					468,020
Accrued compensation			453,290					453,290
Notes payable			521,000					521,000
Revolving line of credit - related party			610,760					459,754
Total Current Liabilities			3,153,920					2,693,395
Commitments and Contingencies
Stockholders' Deficit
Preferred Stock, no par value; 10,000,000 shares authorized none issued and outstanding			-					-
Common Stock, no par value; 100,000,000 shares authorized 14,477,807 and 13,114,872 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively			2,293,445					1,881,944
Additional paid in capital			281,244					245,744
Accumulated other comprehensive income			20,067						-
Accumulated deficit			(5,673,049	)				(4,817,583	)
Total stockholders' deficit			(3,078,292	)				(2,680,895	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	75,628				$	12,500

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

5

INTREorg Systems, Inc.

Statements of Operations

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
Revenues
Services revenues-related party	$			$	—		$	52,436		$	—
					—						—
Total revenues					—			52,436			—
Operating expenses
Software licensing fees- related party	$	9,325		$	18,125		$	49,175		$	66,115
Salaries and wages		21,000			21,000			151,064			63,000
General and administrative expenses		135,870			64,573			604,717			202,816
Total operating expenses		166,195			103,698			804,956			331,931
Other expense
Interest Expense		10,670			10,671			31,664			31,664
Interest expense- related party		13,898			10,183			38,695			27,020
Loss on settlement of accounts payable		—			—			32,587			—
Total other expense		24,568			20,854			102,946			58,684
Net loss	$	(190,763	)	$	(124,552	)	$	(855,466	)	$	(390,615	)
Net loss per share of common stock	$	(0.01	)	$	(0.01	)	$	(0.06	)	$	(0.03	)
Weighted average number of common shares outstanding		14,437,807			13,014,672			13,921,463			12,943,522

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

6

INTREorg Systems, Inc.
Statements of Comprehensive Loss
(Unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
Net loss	$	(190,763	)	$	(124,552	)	$	(855,466	)	$	(390,615	)
Other comprehensive income (loss)
Unrealized gain (loss) on marketable securities classified as available for sale		(63,296	)		—			20,067			—
Total other comprehensive income					—						—
Total comprehensive loss	$	(254,059	)	$	(124,552	)	$	(835,399	)	$	(390,615	)

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

7

INTREorg Systems, Inc.

Statements of Cash Flows

(Unaudited) 

	For the Nine Months Ended September 30,
	2015			2014
Cash Flows from Operating Activities
Net Loss	$	(855,466	)	$	(390,615	)
Adjustments to reconcile net loss to net cash used by operating activities:
Common stock and options issued for services		353,001			77,462
Amortization and depreciation		9,375			12,948
Marketable securities received for services rendered		(52,436	)		—
Loss on settlement of accounts payable		32,587			—
Changes in operating assets and liabilities
Increase in accounts payables		79,903			40,298
Increase in accounts payable related party		165,169			60,857
Increase in accrued liabilities and other		116,861			67,229
Net Cash Flows Used by Operating Activities		(151,006	)		(131,821	)
Net Cash Flows Provided (Used) by Investing Activities		—			—
Cash Flows from Financing Activities
Proceeds from related party revolving line of credit		151,006			134,292
Net Cash Flows Provided by Financing Activities		151,006			134,292
Net Change  in Cash		—			2,471
Cash at Beginning of Period		—			51
Cash at End of Period	$	—		$	2,522
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—
Stock issued in settlement of accounts payable		85,000		$	—

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

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 INTREORG SYSTEMS, INC.

Notes to the Financial Statements

September 30, 2015

(Unaudited)

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.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

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 $3,081,417 at September 30, 2015. At September 30, 2015, the Company had an accumulated deficit of $5,673,049.

The Company's ability to continue as a going concern is dependent upon its ability to generate additional revenues or raise the necessary capital to further implement its business plan 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. Accordingly, there is substantial doubt as to our ability to continue as a going concern.  However, 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.

 Basis of Presentation

Interim Accounting

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on July 9, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2014 as reported in Form 10-K have been omitted. 

Summary of Significant Accounting Policies

Revenue Recognition

During the nine month period ended September 30, 2015, we recognized services revenues from one customer that subscribed to our Stock Transfer Analytics Consulting and Financial Reporting Consulting services. The Company recognizes revenue when it is earned and when all of the following criteria are met: persuasive evidence of the arrangement exists; delivery has occurred or the service has been provided and the Company has no remaining obligations; the fee is fixed or determinable; and collectability is probable.

9

Marketable equity securities

As of September 30, 2015, the Company had earned 142,163 restricted common shares of Radiant Oil and Gas (“Radiant”) for services rendered (see note 2). The Company determines the appropriate balance sheet classification of its marketable securities at the time the shares are acquired and reevaluates such determination at each balance sheet date. The marketable equity securities are classified as current, available-for sale and carried at fair value, with the change in unrealized gains and losses reported as a separate component of other comprehensive income (loss) on the Statements of Comprehensive Loss and accumulated as a separate component of stockholders' equity on the balance sheets. The Company sold the securities in October 2017 for $9,000 on a private direct sale transaction.

Fair Value of Financial Instruments

The accounting guidance establishes a fair value hierarchy based on whether the market participant assumptions used in determining fair value are obtained from independent sources (observable inputs) or reflect the Company's own assumptions of market participant valuation (unobservable inputs). A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value:

• Level 1—Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

• Level 2—Quoted prices for identical assets and liabilities in markets that are inactive; quoted prices for similar assets and liabilities in active

· markets or financial instruments for which significant inputs are observable, either directly or indirectly; or

• Level 3—Prices or valuations that require inputs that are both unobservable and significant to the fair value measurement.

The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis and views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers.

Recent Accounting Pronouncements

In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures.

NOTE 2.   RELATED PARTY TRANSACTIONS

Licensing Agreement

On October 30, 2012, the Company entered in to an Intellectual Property License and Consulting Agreement with Public Issuer Stock Analytics, LLC (PISA) a Texas Limited Liability Corporation, whose managing member is a shareholder, granting the Company an exclusive license to develop and use the Licensed Technology and to fully exploit the Licensed Technology by selling products and/or services. Upon signing of the agreement, the company paid PISA 250,000 shares of restricted common stock and thereafter and until the second anniversary 20,000 shares monthly of restricted common stock monthly and 1% of the gross sales of products and/or services. Thereafter and until the third anniversary, 20,000 shares monthly of restricted common stock and 2% of Gross Sales of products and/or services. Following the third anniversary, 20,000 shares monthly of restricted common stock and 3% of Gross Sales. The Company expensed $49,175 and $66,115 for the nine-month periods ending September 30, 2015 and 2014, respectively, related to this agreement.

Services revenues

In April 2015, we entered into a professional services agreement with Radiant Oil and Gas (“Radiant”). In exchange for the consulting services, the Company was awarded 143,141 shares of restricted common stock of Radiant valued at $52,436.

10

Line of Credit

On June 19, 2011, the Company entered into a revolving line of credit with J.H. Brech, LLC (“Brech”); a related party, to provide access to fund our operations (the "Line of Credit").  Under the terms of the 8% Line of Credit, we have access of up to $500,000.  Advances under this Line of Credit were in abeyance for approximately 12 months from August of 2011 to August of 2012; however, the Line of Credit is open again and we may take advances out pursuant to the terms summarized herein. On August 26, 2014, the line of credit was amended to decrease the conversion price to $0.25 per share.

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 (the revolver has not been formally extended, however, the Company continues to borrow under the revolver), 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, Brech 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.

On August 25, 2014, we entered into an amendment to the Line of Credit to provide that the conversion price shall be revised from $1.00 per share to $0.25 per share. The parties also acknowledged and agreed that no payment of principal of the Line of Credit has been made and received, and accordingly, the amended conversion price applies to both the interest and principal of the Line of Credit. Accrued and unpaid interest on the Line of Credit at September 30, 2015 totaled $110,411.

As of September 30, 2015, and December 31, 2014, the Company owed Brech $610,760 and $459,754, respectively for amounts advanced to the Company for working capital expenses. The maturity date on the Line of Credit was not amended. The balance is past due and is classified as a current liability as of September 30, 2015 and December 31, 2014. As of the date of this Report, Brech, has not declared a default on the Line of Credit and waived the loan defaults on March 2, 2017 through September 30, 2017.

Cicerone Consulting Agreement

As of September 30, 2015, and December 31, 2014, Cicerone Corporate Development, LLC ("Cicerone") is owed $29,946 for reimbursable expenses on behalf of the Company, under the terms of the Company's 2011 consulting agreement with Cicerone, which was terminated in 2011.

Payable to the Chief Executive Officer and President

On February 3, 2014, Darren Dunckel paid certain legal, accounting and other invoices on behalf of the Company aggregating $33,837. Such advances have not been repaid and are included in accounts payable- related parties. In addition, Mr. Dunckel is owed $132,656 in unpaid consulting fees. During the nine months ended September 30, 2015, the Company expensed $63,000 in consulting fees to Mr. Dunckel.

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Payable to former President and Chairman of the Board

As of September 30, 2015, and December 31, 2014, the Company has a payable of $86,000 to a former President and Chairman of the Board for consulting services rendered in prior years.

Payable to shareholder

As of September 30, 2015, and December 31, 2014, the Company has accrued $76,876 and $18,802, respectively, for accounting services from a shareholder, PT Platinum. This amount is included in accounts payable-related parties. During the nine months ended September 30, 2015, the Company expensed $83,175 in fees to PT Platinum.

NOTE 3.      NOTES PAYABLE

The Company’s notes payable totaling $521,000 bear interest at 6% to 10% per annum. Accrued and unpaid interest at September 30, 2015 and December 31, 2014 amounted to approximately $370,000 and $338,500, respectively, and is included with accrued interest and other liabilities in the accompanying financial statements. All of the Company’s notes payable are past due and in default.

NOTE 4.      COMMITMENTS AND CONTINGENCIES.

At September 30, 2015 and December 31, 2014, management estimates there is a potential liability of $453,290 related to the operations under the former management of the Company. The amount is recorded as an accrued compensation in the accompanying financial statements and relates primarily to compensation in years prior to 2009. Management is not aware of any pending or threatened litigation involving the Company as of September 30, 2015 or since, through the date of these financial statements. 

NOTE 5.     CAPITAL STOCK.

During the nine-month period ended September 30, 2015, the Company authorized the issuance of 20,000 shares per month to Public Issuer Stock Analytics pursuant to the terms of the intellectual property license and consulting agreement the Company maintains with them. The grants are valued at the closing price of the Company’s common stock as of the grant date. During the three and nine month period ended September 30, 2015 the Company recorded an expense of $6,200 and $39,800, respectively for the share grants.

During the nine-month period ended September 30, 2015 the Company authorized the issuance of 613,935 shares to an investor relations firm pursuant to the terms of the consulting agreement the Company maintains with them. The grants are valued at the closing price of the Company’s common stock as of the grant date. During the nine month period ended September 30, 2015 the Company recorded an expense of $178,581 for these share grants.

While we have not issued the certificates for 398,388 of the share issuances described above as of September 30, 2015, the issuance of the certificate is considered a ministerial act and we have reflected these shares as issued and outstanding at September 30, 2015. 258,388 of the shares have not been issued as of the date of this Report.

In March 2015, the Company issued 250,000 shares of common stock in full settlement of legal bills outstanding with a law firm. At the date of settlement, the fair value of the Company’s common stock approximated $85,000, which exceeded the recorded value of the outstanding legal bills. The Company recognized a loss of $32,587 on the transaction. 

 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.

Pursuant to the Software Development and Ongoing Maintenance Agreement (the “Software Development Agreement”) we entered into with Central Coast Technology Associates ("Central Coast") on June 13, 2013, we issued Central Coast options

12

to purchase up to 1,000,000 shares of our common stock at an exercise price of $0.25 per share. The options vest in stages based on completion of work pursuant to the Software Development Agreement and also contain provisions for cashless exercise. If Central Coast fails to fully complete such services, we have the right to purchase such options for $1,000 and terminate the Software Development Agreement; provided however, that if Central Coast fails to complete only part of such services, we can purchase up to 50% of the options for $500. As of September 30, 2015, none of the options have vested.

On May 1, 2014, the Company granted Michael Farmer, a member of the board of directors, options to purchase 200,000 shares of the Company’s common stock at $3.00 per share and options to purchase 100,000 shares of the Company’s common stock at $1.00 per share. 25% of the options vest at the one year anniversary of the day of grant and 2.0833% each month thereafter. The options expire on May 1, 2017 and had an estimated grant date fair value of $105,997, which is recognized in expense over the three year vesting period. The Company used the Black Scholes option model to value the option awards. Stock option expense of $8,833 and $26,499 was recorded during the three and nine month period ended September 30, 2015. 

A summary of option activity as of September 30, 2015 and changes during the period then ended are presented below:

Options	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Balance January 1, 2015		1,300,000	$	.73		3.20	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance September 30, 2015		1,300,000	$	.73		2.45	$	-
Options exercisable at September 30, 2015		75,000	$	3.00		1.59	$	-

During the nine months ended September 30, 2015, no stock options were granted.

NOTE 6.     FAIR VALUE OF MEASUREMENTS

The Company had no assets or liabilities measured at fair value as of December 31, 2014. The following table summarizes the valuation of our marketable securities and marketable securities of related parties recorded on a fair value basis as of September 30, 2015: 

	Total		Quoted market prices in active markets (level 1		Quoted market prices in inactive markets (level 2)		Significant Unobservable inputs (level 3)
Asset
Marketable securities	$	72,503	$	—	$	72,503	$	—
Total	$	72,503	$	—	$	72,503	$	—

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The Company considers the level of inputs used to measure fair value of marketable securities and marketable securities of related parties to be level 2 due to the low trading volume of the respective securities.

The fair value of notes payable and the revolving line of credit- related party are deemed to approximate book value, which represents Level 3 inputs. Due to their near-term maturities, the carrying amounts of accounts receivable, accounts receivable- related parties, account payable and accounts payable-related parties are considered equivalent to fair value.

NOTE 7. SUBSEQUENT EVENTS 

Board of Directors:

On September 28, 2015, the Company Board of Directors approved Director Agreements for Mr. Michael Farmer and Mr. Redgie Green. The Director Agreements dated October 1, 2015 grant each director an option to purchase 200,000 shares at $0.05 per share; and 300,000 shares at $0.15 per share on the terms provide the Company Stock Incentive Plan. The options expire September 30, 2018.

On October 1, 2016, Mr. Thomas E. Lindholm was named Executive Director and Interim CEO to act as the company’s sole officer. Mr. Lindholm’s Director Agreement compensation included director fees and stock options. Mr. Lindholm was granted an option to purchase up to 500,000 shares at $.20 per share. The options fully vest on September 30, 2017 and have a 3-year term. Mr. Lindholm was issued 170,000 shares of common stock on December 13, 2017 which converted $34,000 in accrued director fees and was also issued an additional 50,000 shares of common stock related to this Director Agreement. On January 27, 2017, Mr. Michael Farmer resigned as Director. On March 31, 2017 Mr. Farmer exercised his stock option and requested past director fees be converted into common stock, the Company Executive Director denied the request. Mr. Redgie Green resigned on October 11, 2017 and a copy of his resignation letter is an exhibit hereto. On October 16, 2017 Mr. John Devlin Jr. was named Director and died on March 8, 2018. Mr. Devlin was issued 50,000 shares of common stock upon appointment to the Board. On March 13, 2018, Mr. Robert Flynn was appointed to the Board as Director, Secretary and Treasurer. Mr. Flynn was issued 50,000 shares of common stock upon appointment to the Board. A copy of the Director Agreements attached hereto as an exhibit.

Management:

On August 19, 2016, Mr. Darren Dunkel was terminated as President and Chief Executive Officer by the Board of Directors. On October 1, 2016, Mr. Thomas E. Lindholm was named interim Chief Executive Officer and executive director to act as the company’s sole officer until a new executive officer could be hired. On April 20, 2017, Mr. David Beach was named President and Chief Executive Officer and subsequently resigned on June 29, 2017. On March 13, 2018, Mr. Robert Flynn was named Vice President / General Counsel. Messrs. Lindholm and Flynn entered into management consulting agreements for one year. 377,247 shares were issued to Messrs. Lindholm and Flynn on April 3, 2018 related to these agreements.

Public Stock Issuer Analytics, Inc. (“PISA”):

On March 1, 2017, PISA License Agreement was extended to September 30, 2017. On November 11, 2017, the PISA Intellectual Property License Agreement was extended ten years from September 30, 2017 through September 30, 2027. Through March 31, 2018, the Company issued 526,545 shares to Public Issuer Stock Analytics pursuant to the terms of the intellectual property license.

J.H. Brech Revolving 8% Credit Note:

During the period through March 31, 2018, the Company issued 2,537,000 shares for the conversion of $537,737 in principal and $96,513 in interest related to the revolving line of credit. As of June 30, 2018 the outstanding balance was $313,796 of which LOMA Management Partners has been assigned $291,600.

Other:

Effective July 15, 2016, 355,547 shares of common stock issued in 2015 in conjunction with a Christopher Roberts consulting agreement were retired, due to failure by Mr. Roberts to perform his consulting agreement, to the Company's treasury. On October 15, 2017, management sold its Radiant Oil and Gas, Inc. common shares in a private sale for $9,000.

On June 27, 2018, the Company named Mr. Richard M. Nummi, Director and Chairman of the Executive Compensation Committee. Subject to vesting requirements, the Company granted 50,000 shares of common stock to Mr. Nummi on the date of this agreement.

14

 Item 2.  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our unaudited financial statements for the three and nine months ended September 30, 2015 and 2014 and notes thereto contained elsewhere in this Report, and our annual report on Form 10-K for the year ended December 31, 2014 including the financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. See “Cautionary Note Concerning Forward-Looking Statements.”

Overview 

We were organized for the purpose of providing consulting and "back office" services to other companies. Our business plan is to become an integrated provider of Software as a Service (SaaS) applications, Stock Transfer Analytics (“STA”) software application and consulting. Our target market is publicly-traded, emerging growth companies. Our business plan is to engage customers using our proprietary STA software to help customers with compliance, fund raising and investor relations. We believe this will lead to additional opportunities to provide consulting services and/or SaaS for these companies.

Since inception we have been evaluating different models to carry out our business plan and develop the services and software we seek to offer to our customers. We have conducted years of test marketing of various software reporting and compliance tools. Over the years, between the trials of a new business and the slowing economy, we experienced managerial and employee turnover and have not always been able to afford to carry out our plans. However, we continued to maintain our SEC reporting and work on finding products and services that meets our criteria. We believe we have finally established the right business model, products and services, and management group to begin to implement our business plan.

We have been exploring providing consulting services for publicly traded companies focusing on data and information regarding their shareholder base and trading activities. There have been preliminary meetings with possible vendors, clients and data providers, but no formal or definitive agreements (other than those described herein) have been entered as of the date of this filing. Since January 1, 2011, we have been focused on obtaining the licensing for software from PISA (as further described below), which is crucial for providing the consulting services we intend to offer and for researching the viability of pricing structures within the industry.

In October 2012, we executed an Intellectual Property License and Consulting Agreement (the “PISA Agreement”) with Public Issuer Stock Analytics, LLC (“PISA”) that provides us the exclusive right to market and sell services associated with certain proprietary intellectual property owned by PISA. PISA further agreed to act as a consultant to us, providing the actual services associated with the certain proprietary intellectual property. The term of the PISA Agreement is for three years. Under the PISA Agreement, PISA is entitled to the following compensation: 250,000 shares of Common Stock when the PISA Agreement was executed; 20,000 shares per month based on the closing price of our Common Stock on the last business day of each respective month (the "Share Royalty"); and 1%, 2% or 3% of gross sales, due on a quarterly basis, up and until the second anniversary, third anniversary or termination of the agreement, respectively (the "Gross Sales Royalty"). If no gross sales exist for a given period, PISA's only compensation for such period shall be the Share Royalty. The Gross Sales Royalty may be paid in cash or restricted shares of Common Stock; if paid in Common Stock, such stock shall be issued based on the market close on the last business day of each month in each quarter as such market close is found in Bloomberg. As of September 30, 2015, PISA has received the initial 250,000 shares of common stock due upon execution of the agreement and has received or is due an aggregate of 740,000 shares.

In April 2015, the Company entered into a professional services agreement with Radiant to provide consulting services. In exchange for the consulting services, the Company was awarded 143,141 shares of restricted common stock.

Our ability to fully implement our business plan is dependent both on implementing the licensing agreement with the related party as well as raising sufficient capital to fund the further development of our company. Going forward, we expect that our efforts will be focused on parallel courses to achieve both of these goals. While we have raised funds in private offerings, there are no assurances, however, that we will be able to raise all of the necessary capital and without access to funding we will be unable to pursue other aspects of our business development.

Going Concern

We have incurred accumulated losses of $5,673,049 as of September 30, 2015.  The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2014 contained an explanatory paragraph regarding our ability to continue as a going concern based upon our operating losses and need to raise additional capital.  These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.  There are no assurances we will be successful in our efforts to increase our revenues and report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

15

As of September 30, 2015, and December 31, 2014, the Company owed JH Brech, LLC (“Brech”), a related party, $610,760 and $459,754, respectively for amounts advanced to the Company for working capital expenses. The maturity date on the Line of Credit was June 19. 2014. The balance is past due and is classified as a current liability as of September 30, 2015 and December 31, 2014. As of the date of this Report, Brech has not declared a default on the Line of Credit and has continued to advance us money under the line of credit from time to time. The Company’s notes payable totaling $521,000 are past due and in default and we do not have sufficient funds to repay these obligations. As a result of the default, the note holders could enforce their rights under these notes at any time.

Results of Operations

For the Three Months Ended September 30, 2015 Compared to the Three Months Ended September 30, 2014

During the three months ended September 30, 2014 and 2015, we did not recognize any revenue from our operational activities.:

During the fiscal quarter ended September 30, 2015, we recognized software licensing fees-related party of $9,325 as compared to $18,125 during the same quarter in 2014. The decrease of $8,800 or 49%was attributable to the decrease in fair value of our stock issuances to PISA for software licensing fees. PISA receives 20,000 shares per month under the terms of our agreement. General and administrative expenses were $135,870 compared to $64,573 during the same quarter in 2014. The increase of $71,297 or 110.4% was primarily the result of an increase in professional fees that were incurred to bring our SEC filings current. 

We expect that these expenses will continue to increase during 2015 as we begin to further implement our business plan, although we are unable at this time to quantify the actual amount of this anticipated increase as it will be based upon our varying level of operations.

Interest expenses- related party increased $3,715 or 36.5% due to higher borrowings under our line of credit with Brech.

During the three months ended September 30, 2015, we recognized a net loss of $190,763, compared to $124,552 for the same quarter in 2014. The increase of $66,211 was attributable to increases in expenses described above

For the Nine Months Ended September 30, 2015 Compared to the Nine Months Ended September 30, 2014

During the nine months ended September 30, 2015, we recognized our first revenues from operational activities. Revenues from consulting services are payable in shares of common stock. During the nine-month period ended September 30, 2015, the Company earned 143,141 restricted common shares of Radiant valued at approximately $52,436 as of the date the services were rendered. All of the Company’s marketable securities are classified as current, available-for-sale and carried at fair value, with the change in unrealized gains and losses reported as a separate component of other comprehensive income (loss) on the Statements of Comprehensive Loss and accumulated as a separate component of stockholders' equity on the balance sheets. As of September 30, 2015, the company has not sold any of the shares earned but expects to liquidate the marketable securities as soon as practical. As of September 30, 2015, and the marketable securities of Radiant were valued at approximately $72,503,

During the nine-month period ended September 30, 2014, we did not recognize any revenue from our operational activities. 

During the nine-month period ended September 30, 2015, we recognized software licensing fees-related party of $52,430 as compared to $66,155 during the same period in 2014. The decrease of $13,725 or 20.7% was attributable to the decrease in fair value of our stock issuances to PISA for software licensing fees. PISA receives 20,000 shares per month under the terms of our agreement. We incurred salaries and wages expenses of $151,064 for the nine months ended September 30, 2015 as compared to $63,000 in the comparable period in 2014 relating the hiring of our chief information officer in December 2014. General and administrative expenses were $604,717 for the nine-month period ended September 30, 2015 compared to $202,816 during the comparable period in 2014. The increase of $401,901 or 198.2% was primarily the result of an increase in investor relations expenses of $263,198 as we hired two investor relations firms to assist us in raising capital. The remainder of the increase in general and administrative expenses was primarily attributable to an increase in legal and accounting fees that were incurred to bring our SEC filings current.

Interest expenses- relate party increased $11,675 or 43.2% due to higher borrowings under our line of credit with Brech.

During the Nine months ended September 30, 2015, we recognized a net loss of $855,466, compared to $390,615 for the same period in 2014. The increase of $464,851 was attributable to increases in expenses described above.

16

Liquidity and Capital Resources

Nine Months Ended September 30, 2015 and 2014

The following table sets forth a summary of our cash flows for the periods indicated:

	For the Nine Months Ended September 30,
	2015			2014
Net cash used in operating activities	$	(151,006	)	$	(131,821	)
Net cash (used in) investing activities	$	-		$	-
Net cash provided by financing activities	$	151,006		$	134,292

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. At September 30, 2015, we had a working capital deficit of $3,081,417 as compared to a working capital deficit of $2,693,395 at December 31, 2014. Historically we have relied upon debt funding and advances and loans from related parties to fund our cash needs. Our current liabilities increased $460,525 at September 30, 2015 from December 31, 2014 primarily related to net increases in accounts payable, accounts payable- related parties, accrued interest and other liabilities and additional advances under our revolving line of credit. We received no cash from revenues as all of our revenues were received in restricted stock. Of the $804,956 in expenses incurred during the nine month period ended September 30, 2015, we disbursed $0 in cash. The remainder of our expenses were paid in common stock or were included in accounts payable which increased $79,903, accounts payable- related parties which increased $165,169 or accrued interest and other liabilities which increased $116,861. We borrowed an additional $151,006 under our revolving line of credit to fund the cash payments. At September 30, 2015, we owe a total of $610,760 under the working capital line of credit.

Our balance sheet at September 30, 2015 and December 31, 2014, includes $453,290 of accrued compensation from 2009 and prior.

At September 30, 2015, we have $521,000 principal amount and $340,274 of accrued interest due under the terms of various promissory notes to third parties. These notes, which are unsecured, are all in default and we do not have sufficient funds to repay these obligations. As a result of the default, the note holders could enforce their rights under these notes at any time.

Net cash used in operating activities for the nine month period ending September 30, 2015 was $151,006 as compared to net cash used in operating activities of $131,821 for the nine month period ending September 30, 2014. We did not generate or use any cash from investing activities during the nine months ended September 30, 2015 and 2014. Cash flows provided by financing activities included an increase of $151,006 and $134,292 from a line of credit to a related party during the nine months ended September 30, 2015 and 2014, respectively.

We have not generated any cash flows from revenues and we are dependent upon advances from a related party to fund our ongoing general and administrative expenses and satisfy our obligations. We need to initially raise $500,000 to fund the initial launch of our business plan, in addition to funds necessary to satisfy our current obligations. In March 2011, we raised $100,000 in a private placement of our securities and we continue to seek the additional necessary capital. We do not, however, have any agreements or understanding with any third party to provide this financing. Until we can raise the necessary funds, we will be unable to further implement our business plan. Given the development stage nature of our company and the thinly traded nature of the public market for our common stock, there are no assurances we will be able to raise the necessary capital. If we are unable to raise capital as necessary, our ability to continue as a going concern is in jeopardy and investors could lose their entire investment in our company. 

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

A summary of significant accounting policies is included in Note 1 to the financial statements included in this Report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition. 

17

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

Item 4.    CONTROLS AND PROCEDURES

 The Company failed to timely file its periodic reports during the fiscal year December 31, 2015 which demonstrated that its Disclosure Controls and Procedures have been inadequate. However the Company has been working diligently to file all outstanding reports. However, as of the filing of the Company’s Form 10-Q for the quarter ending September 30, 2015, The company was still delinquent in its SEC filings.

Evaluation of Disclosure Controls and Procedures

Going forward from this filing, once cashflows from operations improve to a level where it is able to implement remediation plans, the Company intends to re-establish and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

We carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of September 30, 2015, to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting during the three month period ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.  

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any legal proceedings or claims that would require disclosure under Item 103 of Regulation S-K. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

ITEM 1A. RISK FACTORS

Not applicable.

18

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Information on any and all equity securities we have sold during the period covered by this Report that were not registered under the Securities Act of 1933, as amended is set forth below:

During the nine-month period ended September 30, 2015, the Company authorized the issuance of 20,000 shares per month to Public Issuer Stock Analytics pursuant to the terms of the intellectual property license and consulting agreement the Company maintains with them. The grants are valued at the closing price of the Company’s common stock as of the grant date. During the three and nine month period ended September 30, 2015 the Company recorded an expense of $6,200 and $39,800, respectively for the share grants.

During the nine-month period ended September 30, 2015 the Company authorized the issuance of 613,935 shares to an investor relations firm pursuant to the terms of the consulting agreement the Company maintains with them. The grants are valued at the closing price of the Company’s common stock as of the grant date. During the nine month period ended September 30, 2015 the Company recorded an expense of $178,581 for these share grants.

While we have not issued the certificates for 398,388 of the share issuances described above as of September 30, 2015, the issuance of the certificate is considered a ministerial act and we have reflected these shares as issued and outstanding at September 30, 2015. 258,388 of the shares have not been issued as of the date of this Report.

In March 2015, the Company issued 250,000 shares of common stock in full settlement of legal bills outstanding with a law firm. At the date of settlement, the fair value of the Company’s common stock approximated $85,000, which exceeded the recorded value of the outstanding legal bills. The Company recognized a loss of $32,587 on the transaction. 

All of the transactions listed above were made pursuant to the exemption from the registration provisions of the Securities Act of 1933, as amended, provided by Section 4(a)(2) of the Securities Act or Rule 506(b) of Regulation D promulgated thereunder, for sales not involving a public offering.  The securities issued have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None 

19

ITEM 6.  EXHIBITS

The following is a complete list of exhibits filed as part of this Form 10-Q.  Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

3.1	Articles of Incorporation (Incorporated by reference to the registration statement on Form 10, SEC File No. 000-53262, as amended)
3.2	Articles of Amendment to our Articles of Incorporation (Incorporated by reference to the registration statement on Form 10, SEC File No. 000-53262, as amended).
3.3	Bylaws (Incorporated by reference to the registration statement on Form 10, SEC File No. 000-53262, as amended)
10.1	Form of Agreement with Central Coast Technology Associates (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8K filed on June 18, 2013)
10.2	Form of Option Agreement for Central Coast Technology (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8K filed on June 18, 2013)
10.3	Consulting Agreement with Darren Dunckel (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8K filed on January 14, 2014)
10.4 10.5 10.6 10.7 10.8 10.9	Form of First Letter of Addendum and First Amendment to $500,000 8% Revolving Credit Note by and between the Company and J.H. Brech, LLC (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8K filed on August 28, 2014) Copy of Letter from J.H. Brech waiving loan defaults through September 30, 2017 and Extending maturity date through June 30, 2018. Resignation Letter from former Director, Redgie Green Mr. Thomas Lindholm Directors Agreement Mr. John Devlin Jr. Directors Agreement Mr. Robert Flynn Directors Agreement
31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith)
31.2	Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith)
32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith)
32.2	Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith)
101	Interactive Data Files (Filed herewith)
101.INS	XBRL INSTANCE DOCUMENT
101.SCH	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

20

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and 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.   

 Dated July 9,2018

By: /s/ Thomas E. Lindholm 

Thomas E. Lindholm 

Interim President and CEO

21

EX-31

EXHIBIT 31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF PERIODIC REPORT

I, Thomas E. Lindholm, certify that:

1. I have reviewed this quarterly report on Form 10-Q of INTREorg Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under  our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is  made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. As the registrant's certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 INTREorg Systems, Inc.   

 Dated:   July 9,2018

By: /s/ Thomas E. Lindholm 

Thomas E. Lindholm 

Interim President and CEO

EX-31

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF PERIODIC REPORT

I, Thomas E. Lindholm, certify that:

1. I have reviewed this quarterly report on Form 10-Q of INTREorg Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under  our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is  made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. As the registrant's certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 INTREorg Systems, Inc.   

 Dated:   July 9, 2018

By: /s/ Thomas E. Lindholm 

Thomas E. Lindholm 

Interim President and CEO

EX-32

Exhibit 32.1

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of INTREorg Systems, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Thomas E. Lindholm, President and CEO of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 INTREorg Systems, Inc.   

 Dated:   July 9,2018

By: /s/ Thomas E. Lindholm 

Thomas E. Lindholm 

Interim President and CEO

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32

Exhibit 32.2

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of INTREorg Systems, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Thomas E. Lindholm, Principal Financial Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 INTREorg Systems, Inc.   

 Dated:   July 9, 2018

By: /s/ Thomas E. Lindholm 

Thomas E. Lindholm 

Interim President and CEO

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Jun. 30, 2018
Document And Entity Information
Entity Registrant Name	INTREorg SYSTEMS INC.
Entity Central Index Key	0001295560
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		17,614,664
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current Assets:
Cash	$ 0	$ 0
Marketable securities	72,503	0
Total Current Assets	72,503	0
Licensing agreement, net	3,125	12,500
TOTAL ASSETS	75,628	12,500
Current Liabilities
Accounts payable	523,568	496,078
Accounts payable - related parties	460,422	295,253
Accrued interest and other liabilities	584,881	468,020
Accrued compensation	453,290	453,290
Notes payable	521,000	521,000
Revolving line of credit - related party	610,760	459,754
Total Current Liabilities	3,153,920	2,693,395
Commitments and Contingencies
Stockholders' Deficit
Preferred Stock, no par value; 10,000,000 shares authorized none issued and outstanding	0	0
Common Stock, no par value; 100,000,000 shares authorized 14,477,807 and 13,114,872 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively	2,293,445	1,881,944
Additional paid in capital	281,244	254,744
Accumulated other comprehensive income	20,067	0
Accumulated deficit	(5,673,049)	(4,817,583)
Total stockholders' deficit	(3,078,292)	(2,680,895)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 75,628	$ 12,500

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Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0	$ 0
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	14,477,807	13,114,872
Common stock, share outstanding (in shares)	14,477,807	13,114,872

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues
Services revenues- related parties	$ 0	$ 0	$ 52,436	$ 0
Total revenues	0	0	52,436	0
Operating expenses
Software licensing fees- related party	9,325	18,125	49,175	66,115
Salaries and wages	21,000	21,000	151,064	63,000
General and administrative expenses	135,870	64,573	604,717	202,816
Total operating expenses	166,195	103,698	804,956	331,931
Other expense
Interest Expense	10,670	10,671	31,664	31,664
Interest expense- related party	13,898	10,183	38,695	27,020
Loss on settlement of accounts payable	0	0	32,587	0
Total other expense	24,568	20,854	102,946	58,684
Net loss	$ (190,763)	$ (124,552)	$ (855,466)	$ (390,615)
Net loss per share of common stock (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.06)	$ (0.03)
Weighted average number of common shares outstanding (in shares)	14,437,807	13,014,672	13,921,463	12,943,522

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Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement of Comprehensive Income [Abstract]
Net Loss	$ (190,763)	$ (124,552)	$ (855,466)	$ (390,615)
Other comprehensive income (loss)
Unrealized gain (loss) on marketable securities classified as available for sale	(63,296)	0	20,067	0
Total other comprehensive income	(63,296)	0	20,067	0
Total comprehensive loss	$ (254,059)	$ (124,552)	$ (835,399)	$ (390,615)

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Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash Flows from Operating Activities
Net Loss	$ (855,466)	$ (390,615)
Adjustments to reconcile net loss to net cash used by operating activities:
Common stock and options issued for services	353,001	77,462
Amortization and depreciation	9,375	12,948
Marketable securities received for services rendered	(52,436)	0
Loss on settlement of accounts payable	32,587	0
Changes in operating assets and liabilities
Increase in accounts payables	79,903	40,298
Increase in accounts payable related party	165,169	60,857
Increase in accrued liabilities and other	116,861	67,229
Net Cash Flows Used by Operating Activities	(151,006)	(131,821)
Net Cash Flows Provided (Used) by Investing Activities	0	0
Cash Flows from Financing Activities
Proceeds from related party revolving line of credit	151,006	134,292
Net Cash Flows Provided by Financing Activities	151,006	134,292
Net Change in Cash	0	2,471
Cash at Beginning of Period	0	51
Cash at End of Period	0	2,522
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	0	0
Cash paid for taxes	0	0
Stock issued in settlement of accounts payable	$ 85,000	$ 0

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Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

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.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

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 $3,081,417 at September 30, 2015. At September 30, 2015, the Company had an accumulated deficit of $5,673,049.

The Company's ability to continue as a going concern is dependent upon its ability to generate additional revenues or raise the necessary capital to further implement its business plan 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. Accordingly, there is substantial doubt as to our ability to continue as a going concern.  However, 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.

Basis of Presentation

Interim Accounting

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on July 9, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2014 as reported in Form 10-K have been omitted. 

Summary of Significant Accounting Policies

Revenue Recognition

During the nine month period ended September 30, 2015, we recognized services revenues from one customer that subscribed to our Stock Transfer Analytics Consulting and Financial Reporting Consulting services. The Company recognizes revenue when it is earned and when all of the following criteria are met: persuasive evidence of the arrangement exists; delivery has occurred or the service has been provided and the Company has no remaining obligations; the fee is fixed or determinable; and collectability is probable.

Marketable equity securities

As of September 30, 2015, the Company had earned 142,163 restricted common shares of Radiant Oil and Gas (“Radiant”) for services rendered (see note 2). The Company determines the appropriate balance sheet classification of its marketable securities at the time the shares are acquired and reevaluates such determination at each balance sheet date. The marketable equity securities are classified as current, available-for sale and carried at fair value, with the change in unrealized gains and losses reported as a separate component of other comprehensive income (loss) on the Statements of Comprehensive Loss and accumulated as a separate component of stockholders' equity on the balance sheets. The Company sold the securities in October 2017 for $9,000 on a private direct sale transaction.

Fair Value of Financial Instruments

The accounting guidance establishes a fair value hierarchy based on whether the market participant assumptions used in determining fair value are obtained from independent sources (observable inputs) or reflect the Company's own assumptions of market participant valuation (unobservable inputs). A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value:

• Level 1—Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

• Level 2—Quoted prices for identical assets and liabilities in markets that are inactive; quoted prices for similar assets and liabilities in active

· markets or financial instruments for which significant inputs are observable, either directly or indirectly; or

• Level 3—Prices or valuations that require inputs that are both unobservable and significant to the fair value measurement.

The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis and views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers.

Recent Accounting Pronouncements

In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures.

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Note 2 - Related Party Transactions

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 2.   RELATED PARTY TRANSACTIONS

Licensing Agreement

On October 30, 2012, the Company entered in to an Intellectual Property License and Consulting Agreement with Public Issuer Stock Analytics, LLC (PISA) a Texas Limited Liability Corporation, whose managing member is a shareholder, granting the Company an exclusive license to develop and use the Licensed Technology and to fully exploit the Licensed Technology by selling products and/or services. Upon signing of the agreement, the company paid PISA 250,000 shares of restricted common stock and thereafter and until the second anniversary 20,000 shares monthly of restricted common stock monthly and 1% of the gross sales of products and/or services. Thereafter and until the third anniversary, 20,000 shares monthly of restricted common stock and 2% of Gross Sales of products and/or services. Following the third anniversary, 20,000 shares monthly of restricted common stock and 3% of Gross Sales. The Company expensed $49,175 and $66,115 for the nine-month periods ending September 30, 2015 and 2014, respectively, related to this agreement.

Services revenues

In April 2015, we entered into a professional services agreement with Radiant Oil and Gas (“Radiant”). In exchange for the consulting services, the Company was awarded 143,141 shares of restricted common stock of Radiant valued at $52,436.

Line of Credit

On June 19, 2011, the Company entered into a revolving line of credit with J.H. Brech, LLC (“Brech”); a related party, to provide access to fund our operations (the "Line of Credit").  Under the terms of the 8% Line of Credit, we have access of up to $500,000.  Advances under this Line of Credit were in abeyance for approximately 12 months from August of 2011 to August of 2012; however, the Line of Credit is open again and we may take advances out pursuant to the terms summarized herein. On August 26, 2014, the line of credit was amended to decrease the conversion price to $0.25 per share.

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 (the revolver has not been formally extended, however, the Company continues to borrow under the revolver), 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, Brech 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.

On August 25, 2014, we entered into an amendment to the Line of Credit to provide that the conversion price shall be revised from $1.00 per share to $0.25 per share. The parties also acknowledged and agreed that no payment of principal of the Line of Credit has been made and received, and accordingly, the amended conversion price applies to both the interest and principal of the Line of Credit. Accrued and unpaid interest on the Line of Credit at September 30, 2015 totaled $110,411.

As of September 30, 2015, and December 31, 2014, the Company owed Brech $610,760 and $459,754, respectively for amounts advanced to the Company for working capital expenses. The maturity date on the Line of Credit was not amended. The balance is past due and is classified as a current liability as of September 30, 2015 and December 31, 2014. As of the date of this Report, Brech, has not declared a default on the Line of Credit and waived the loan defaults on March 2, 2017 through September 30, 2017.

Cicerone Consulting Agreement

As of September 30, 2015, and December 31, 2014, Cicerone Corporate Development, LLC ("Cicerone") is owed $29,946 for reimbursable expenses on behalf of the Company, under the terms of the Company's 2011 consulting agreement with Cicerone, which was terminated in 2011.

Payable to the Chief Executive Officer and President

On February 3, 2014, Darren Dunckel paid certain legal, accounting and other invoices on behalf of the Company aggregating $33,837. Such advances have not been repaid and are included in accounts payable- related parties. In addition, Mr. Dunckel is owed $132,656 in unpaid consulting fees. During the nine months ended September 30, 2015, the Company expensed $63,000 in consulting fees to Mr. Dunckel.

Payable to former President and Chairman of the Board

As of September 30, 2015, and December 31, 2014, the Company has a payable of $86,000 to a former President and Chairman of the Board for consulting services rendered in prior years.

Payable to shareholder

As of September 30, 2015, and December 31, 2014, the Company has accrued $76,876 and $18,802, respectively, for accounting services from a shareholder, PT Platinum. This amount is included in accounts payable-related parties. During the nine months ended September 30, 2015, the Company expensed $83,175 in fees to PT Platinum.

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Note 3 - Notes Payable

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Notes Payable [Text Block]

NOTE 3.      NOTES PAYABLE

The Company’s notes payable totaling $521,000 bear interest at 6% to 10% per annum. Accrued and unpaid interest at September 30, 2015 and December 31, 2014 amounted to approximately $370,000 and $338,500, respectively, and is included with accrued interest and other liabilities in the accompanying financial statements. All of the Company’s notes payable are past due and in default.

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Note 4 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 4.      COMMITMENTS AND CONTINGENCIES.

At September 30, 2015 and December 31, 2014, management estimates there is a potential liability of $453,290 related to the operations under the former management of the Company. The amount is recorded as an accrued compensation in the accompanying financial statements and relates primarily to compensation in years prior to 2009. Management is not aware of any pending or threatened litigation involving the Company as of September 30, 2015 or since, through the date of these financial statements. 

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Note 5 - Capital Stock

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Capital Stock [Text Block]

NOTE 5.     CAPITAL STOCK.

During the nine-month period ended September 30, 2015, the Company authorized the issuance of 20,000 shares per month to Public Issuer Stock Analytics pursuant to the terms of the intellectual property license and consulting agreement the Company maintains with them. The grants are valued at the closing price of the Company’s common stock as of the grant date. During the three and nine month period ended September 30, 2015 the Company recorded an expense of $6,200 and $39,800, respectively for the share grants.

During the nine-month period ended September 30, 2015 the Company authorized the issuance of 613,935 shares to an investor relations firm pursuant to the terms of the consulting agreement the Company maintains with them. The grants are valued at the closing price of the Company’s common stock as of the grant date. During the nine month period ended September 30, 2015 the Company recorded an expense of $178,581 for these share grants.

While we have not issued the certificates for 398,388 of the share issuances described above as of September 30, 2015, the issuance of the certificate is considered a ministerial act and we have reflected these shares as issued and outstanding at September 30, 2015. 258,388 of the shares have not been issued as of the date of this Report.

In March 2015, the Company issued 250,000 shares of common stock in full settlement of legal bills outstanding with a law firm. At the date of settlement, the fair value of the Company’s common stock approximated $85,000, which exceeded the recorded value of the outstanding legal bills. The Company recognized a loss of $32,587 on the transaction. 

 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.

Pursuant to the Software Development and Ongoing Maintenance Agreement (the “Software Development Agreement”) we entered into with Central Coast Technology Associates ("Central Coast") on June 13, 2013, we issued Central Coast options to purchase up to 1,000,000 shares of our common stock at an exercise price of $0.25 per share. The options vest in stages based on completion of work pursuant to the Software Development Agreement and also contain provisions for cashless exercise. If Central Coast fails to fully complete such services, we have the right to purchase such options for $1,000 and terminate the Software Development Agreement; provided however, that if Central Coast fails to complete only part of such services, we can purchase up to 50% of the options for $500. As of September 30, 2015, none of the options have vested.

On May 1, 2014, the Company granted Michael Farmer, a member of the board of directors, options to purchase 200,000 shares of the Company’s common stock at $3.00 per share and options to purchase 100,000 shares of the Company’s common stock at $1.00 per share. 25% of the options vest at the one year anniversary of the day of grant and 2.0833% each month thereafter. The options expire on May 1, 2017 and had an estimated grant date fair value of $105,997, which is recognized in expense over the three year vesting period. The Company used the Black Scholes option model to value the option awards. Stock option expense of $8,833 and $26,499 was recorded during the three and nine month period ended September 30, 2015. 

A summary of option activity as of September 30, 2015 and changes during the period then ended are presented below:

Options	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Balance January 1, 2015		1,300,000	$	.73		3.20	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance September 30, 2015		1,300,000	$	.73		2.45	$	-
Options exercisable at September 30, 2015		75,000	$	3.00		1.59	$	-

During the nine months ended September 30, 2015, no stock options were granted.

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Note 6 - Fair Value of Measurements

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value, Measurement Inputs, Disclosure [Text Block]

NOTE 6.     FAIR VALUE OF MEASUREMENTS

The Company had no assets or liabilities measured at fair value as of December 31, 2014. The following table summarizes the valuation of our marketable securities and marketable securities of related parties recorded on a fair value basis as of September 30, 2015: 

	Total		Quoted market prices in active markets (level 1		Quoted market prices in inactive markets (level 2)		Significant Unobservable inputs (level 3)
Asset
Marketable securities	$	72,503	$	—	$	72,503	$	—
Total	$	72,503	$	—	$	72,503	$	—

The Company considers the level of inputs used to measure fair value of marketable securities and marketable securities of related parties to be level 2 due to the low trading volume of the respective securities.

The fair value of notes payable and the revolving line of credit- related party are deemed to approximate book value, which represents Level 3 inputs. Due to their near-term maturities, the carrying amounts of accounts receivable, accounts receivable- related parties, account payable and accounts payable-related parties are considered equivalent to fair value.

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Note 7 - Subsequent Events

9 Months Ended

Sep. 30, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 7. SUBSEQUENT EVENTS 

Board of Directors:

On September 28, 2015, the Company Board of Directors approved Director Agreements for Mr. Michael Farmer and Mr. Redgie Green. The Director Agreements dated October 1, 2015 grant each director an option to purchase 200,000 shares at $0.05 per share; and 300,000 shares at $0.15 per share on the terms provide the Company Stock Incentive Plan. The options expire September 30, 2018.

On October 1, 2016, Mr. Thomas E. Lindholm was named Executive Director and Interim CEO to act as the company’s sole officer. Mr. Lindholm’s Director Agreement compensation included director fees and stock options. Mr. Lindholm was granted an option to purchase up to 500,000 shares at $.20 per share. The options fully vest on September 30, 2017 and have a 3-year term. Mr. Lindholm was issued 170,000 shares of common stock on December 13, 2017 which converted $34,000 in accrued director fees and was also issued an additional 50,000 shares of common stock related to this Director Agreement. On January 27, 2017, Mr. Michael Farmer resigned as Director. On March 31, 2017 Mr. Farmer exercised his stock option and requested past director fees be converted into common stock, the Company Executive Director denied the request. Mr. Redgie Green resigned on October 11, 2017 and a copy of his resignation letter is an exhibit hereto. On October 16, 2017 Mr. John Devlin Jr. was named Director and died on March 8, 2018. Mr. Devlin was issued 50,000 shares of common stock upon appointment to the Board. On March 13, 2018, Mr. Robert Flynn was appointed to the Board as Director, Secretary and Treasurer. Mr. Flynn was issued 50,000 shares of common stock upon appointment to the Board. A copy of the Director Agreements attached hereto as an exhibit.

Management:

On August 19, 2016, Mr. Darren Dunkel was terminated as President and Chief Executive Officer by the Board of Directors. On October 1, 2016, Mr. Thomas E. Lindholm was named interim Chief Executive Officer and executive director to act as the company’s sole officer until a new executive officer could be hired. On April 20, 2017, Mr. David Beach was named President and Chief Executive Officer and subsequently resigned on June 29, 2017. On March 13, 2018, Mr. Robert Flynn was named Vice President / General Counsel. Messrs. Lindholm and Flynn entered into management consulting agreements for one year. 377,247 shares were issued to Messrs. Lindholm and Flynn on April 3, 2018 related to these agreements.

Public Stock Issuer Analytics, Inc. (“PISA”):

On March 1, 2017, PISA License Agreement was extended to September 30, 2017. On November 11, 2017, the PISA Intellectual Property License Agreement was extended ten years from September 30, 2017 through September 30, 2027. Through March 31, 2018, the Company issued 526,545 shares to Public Issuer Stock Analytics pursuant to the terms of the intellectual property license.

J.H. Brech Revolving 8% Credit Note:

During the period through March 31, 2018, the Company issued 2,537,000 shares for the conversion of $537,737 in principal and $96,513 in interest related to the revolving line of credit. As of June 30, 2018 the outstanding balance was $313,796 of which LOMA Management Partners has been assigned $291,600.

Other:

Effective July 15, 2016, 355,547 shares of common stock issued in 2015 in conjunction with a Christopher Roberts consulting agreement were retired, due to failure by Mr. Roberts to perform his consulting agreement, to the Company's treasury. On October 15, 2017, management sold its Radiant Oil and Gas, Inc. common shares in a private sale for $9,000.

On June 27, 2018, the Company named Mr. Richard M. Nummi, Director and Chairman of the Executive Compensation Committee. Subject to vesting requirements, the Company granted 50,000 shares of common stock to Mr. Nummi on the date of this agreement.

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Note 1 - Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Reclassification, Policy [Policy Text Block]

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

Going Concern [Policy Text Block]

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 $3,081,417 at September 30, 2015. At September 30, 2015, the Company had an accumulated deficit of $5,673,049.

The Company's ability to continue as a going concern is dependent upon its ability to generate additional revenues or raise the necessary capital to further implement its business plan 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. Accordingly, there is substantial doubt as to our ability to continue as a going concern.  However, 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.

Basis of Presentation, Policy [Policy Text Block]

Basis of Presentation

Interim Accounting

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on July 9, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2014 as reported in Form 10-K have been omitted. 

Revenue Recognition, [Policy Text Block]

Revenue Recognition

During the nine month period ended September 30, 2015, we recognized services revenues from one customer that subscribed to our Stock Transfer Analytics Consulting and Financial Reporting Consulting services. The Company recognizes revenue when it is earned and when all of the following criteria are met: persuasive evidence of the arrangement exists; delivery has occurred or the service has been provided and the Company has no remaining obligations; the fee is fixed or determinable; and collectability is probable.

Marketable Securities, Available-for-sale Securities, Policy [Policy Text Block]

Marketable equity securities

As of September 30, 2015, the Company had earned 142,163 restricted common shares of Radiant Oil and Gas (“Radiant”) for services rendered (see note 2). The Company determines the appropriate balance sheet classification of its marketable securities at the time the shares are acquired and reevaluates such determination at each balance sheet date. The marketable equity securities are classified as current, available-for sale and carried at fair value, with the change in unrealized gains and losses reported as a separate component of other comprehensive income (loss) on the Statements of Comprehensive Loss and accumulated as a separate component of stockholders' equity on the balance sheets. The Company sold the securities in October 2017 for $9,000 on a private direct sale transaction.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

The accounting guidance establishes a fair value hierarchy based on whether the market participant assumptions used in determining fair value are obtained from independent sources (observable inputs) or reflect the Company's own assumptions of market participant valuation (unobservable inputs). A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value:

• Level 1—Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

• Level 2—Quoted prices for identical assets and liabilities in markets that are inactive; quoted prices for similar assets and liabilities in active

· markets or financial instruments for which significant inputs are observable, either directly or indirectly; or

• Level 3—Prices or valuations that require inputs that are both unobservable and significant to the fair value measurement.

The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis and views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers.

Recent Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures.

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Note 5 - Capital Stock (Tables)

9 Months Ended

Sep. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

Options	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Balance January 1, 2015		1,300,000	$	.73		3.20	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance September 30, 2015		1,300,000	$	.73		2.45	$	-
Options exercisable at September 30, 2015		75,000	$	3.00		1.59	$	-

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Note 6 - Fair Value of Measurements (Tables)

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Available-for-sale Securities [Table Text Block]

	Total		Quoted market prices in active markets (level 1		Quoted market prices in inactive markets (level 2)		Significant Unobservable inputs (level 3)
Asset
Marketable securities	$	72,503	$	—	$	72,503	$	—
Total	$	72,503	$	—	$	72,503	$	—

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Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended	10 Months Ended
	Sep. 30, 2015	Oct. 31, 2017	Dec. 31, 2014
Working Capital	$ (3,081,417)
Accumulated deficit	$ (5,673,049)		$ (4,817,583)
Radiant Oil and Gas [Member]
Stock Received During Period, Shares, Received for Services	142,163
Proceeds from sale of securities		$ 9,000

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Note 2 - Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Software licensing fees- related party	$ 9,325	$ 18,125	$ 49,175	$ 66,115
J.H. Brech, LLC [Member]
Line of credit maximum amount	500,000		$ 500,000
Line of credit interest rate			8.00%
Accrued interest	110,411		$ 110,411
Line of credit amount outstanding	610,760		610,760		$ 459,754
PISA [Member]
Software licensing fees- related party			$ 49,175	$ 66,115
Radiant Oil and Gas [Member]
Stock Received During Period, Shares, Received for Services			143,141
Stock Received During Period, Shares, Received for Services, value			$ 52,436
Cicerone [Member]
Accounts payable related party	29,946		29,946		29,946
Dunckel [Member]
Accounts payable related party	33,837		33,837		33,837
Consulting fees payable	132,656		132,656
Consulting fees expensed			63,000
Former President and Chairman [Member]
Consulting fees payable	86,000		86,000		86,000
PT Platinum [Member]
Accounts payable related party	$ 76,876		76,876		$ 18,802
Consulting fees expensed			$ 83,175

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Note 3 - Notes Payable (Details Narrative) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Notes Payable	$ 521,000
Interest Payable, Current	$ 370,000	$ 338,500
Notes Payable, Other Payables [Member] | Minimum [Member]
Debt Instrument, Interest Rate, Stated Percentage	6.00%
Notes Payable, Other Payables [Member] | Maximum [Member]
Debt Instrument, Interest Rate, Stated Percentage	10.00%

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Note 4 - Commitments and Contingencies (Details Narrative) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Loss Contingency, Accrual, Current	$ 453,290	$ 453,290

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Note 5 - Capital Stock - Stock Option Activity (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options beginning balance (in shares)	1,300,000
Options granted (in shares)	0
Options exercised (in shares)	0
Options expired (in shares)	0
Options ending balance (in shares)	1,300,000	1,300,000
Options exercisable (in shares)	75,000
Weighted average exercise price per share, beginning balance	$ 0.73
Weighted average exercise price per share, grants
Weighted average exercise price per share, exercised
Weighted average exercise price per share, expired
Weighted average exercise price per share, ending balance	0.73	$ 0.73
Weighted average exercise price per share, exercisable	$ 3.00
Weighted average remaining contractual term	2 years 5 months 12 days	3 years 2 months 12 days
Weighted average remaining contractual term, options exercisable	1 year 7 months 2 days
Aggregate intrinsic value, options outstanding, beginning value	$ 0
Aggregate intrinsic value, options outstanding, ending value	0	$ 0
Aggregate intrinsic value, options exercisable	$ 0

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Note 5 - Capital Stock (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Loss on settlement of accounts payable	$ 0	$ 0	$ 32,587	$ 0
Consulting Agreement [Member]
Stock based compensation expense			$ 178,581
Stock issued for services, shares			613,935
Law Firm [Member]
Stock issued for legal bills, shares			250,000
Stock issued for legal bills, value			$ 85,000
Loss on settlement of accounts payable			$ (32,587)
Public Issuer Stock Analytics [Member]
Stock issued for license agreement, shares			20,000
Stock based compensation expense	$ 6,200		$ 39,800

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Note 6 - Fair Value of Measurements - Marketable Securities (Details)	Sep. 30, 2015 USD ($)
Marketable securities	$ 72,503
Assets fair value	72,503
Fair Value, Inputs, Level 1 [Member]
Marketable securities	0
Assets fair value	0
Fair Value, Inputs, Level 2 [Member]
Marketable securities	72,503
Assets fair value	72,503
Fair Value, Inputs, Level 3 [Member]
Marketable securities	0
Assets fair value	$ 0