10-K/A

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

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

For the Fiscal year ended December 31, 2017

[   ] 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]
		Emerging Growth Company	[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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

The number of shares of Common Stock, no par value, issued and outstanding as of September 15, 2018 was 19,132,135.

1

EXPLANATORY NOTE

The purpose of this Amendment No. 1 on Form 10–K/A to INTREorg Systems, Inc.’s annual report on Form 10–K for the period ended December 31, 2017, filed with the Securities and Exchange Commission on September 28, 2018 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.

No other changes have been made to the Form 10–K. This Amendment No. 1 speaks as of the original filing date of the Form 10–K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–K.

2

PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.  

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)
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

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 October 3, 2018

By: /s/ Thomas E. Lindholm

Thomas E. Lindholm

Interim President and CEO

3

EX-31.1

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Thomas E. Lindholm, certify that:

1.I have reviewed this annual report on Form 10-K/A for the year ended December 31, 2017 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.The registrant's other certifying officer(s) and I are 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) and 15d-15(0) 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 fourth fiscal 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; and 

5.The registrant's other certifying officer(s) and 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. 

October 3, 2018

/s /Thomas E. Lindholm

Thomas E. Lindholm,

Interim President and Chief Executive Officer,

Principal Executive Officer

EX-31.2

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Thomas E. Lindholm, certify that:

1.I have reviewed this annual report on Form 10-K/A for the year ended December 31, 2017 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.The registrant's other certifying officer(s) and I are 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) and 15d-15(0) 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 fourth fiscal 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; and 

5.The registrant's other certifying officer(s) and 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. 

October 3, 2018

/s/Thomas E. Lindholm

Thomas E. Lindholm,

Interim President and Chief Executive Officer,

Principal Financial and Accounting Officer

EX-32.1

EXHIBIT 32.1

Section 1350 Certification

In connection with the Annual Report of INTREorg Systems, Inc. (the "Company") on Form 10-K/A for the year ended December 31, 2017 as filed with the Securities and Exchange Commission (the "Report"), I, Thomas E. Lindholm, Interim President and Chief Executive Officer and Principal Financial and Accounting Officer, of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

October 3, 2018

/s/Thomas E. Lindholm

Thomas E. Lindholm,

Interim President and Chief Executive Officer,

Principal Executive Officer, Principal Financial and Accounting Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Document and Entity Information - USD ($)		12 Months Ended
	Sep. 15, 2018	Dec. 31, 2017	Jun. 30, 2017
Details
Registrant Name		INTREorg SYSTEMS INC.
Registrant CIK		0001295560
SEC Form		10-K
Period End date		Dec. 31, 2017
Fiscal Year End		--12-31
Trading Symbol		iorg
Tax Identification Number (TIN)		450526215
Number of common stock shares outstanding	19,132,135
Public Float			$ 0
Filer Category		Non-accelerated Filer
Current with reporting		No
Voluntary filer		No
Well-known Seasoned Issuer		No
Small Business		true
Shell Company		false
Emerging Growth Company		true
Ex Transition Period		false
Amendment Flag		false
Document Fiscal Year Focus		2017
Document Fiscal Period Focus		FY
Entity Incorporation, State Country Name		Texas
Entity Address, Address Line One		2600 E. Southlake Blvd.
Entity Address, Address Line Two		Suite 120-366
Entity Address, State or Province		TX
Entity Address, Postal Zip Code		76092
Phone Fax Number Description		Registrant’s telephone number
City Area Code		817
Local Phone Number		313-5005
Entity Listing, Par Value Per Share	$ 0

XML

Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets:
Cash	$ 100	$ 0
Marketable securities	0	9,000
Total Current Assets	100	9,000
TOTAL ASSETS	100	9,000
Current Liabilities
Accounts payable	544,608	514,017
Accounts payable and accrued interest - related parties	535,839	510,653
Accrued interest and other liabilities	800,656	743,885
Accrued compensation	453,290	453,290
Notes payable	521,000	521,000
Revolving line of credit - related party	325,796	314,826
Total Current Liabilities	3,181,189	3,057,671
Stockholders' Deficit
Preferred Stock, Value	0	0
Common Stock, Value	2,970,455	2,848,845
Additional paid in capital	430,353	354,124
Accumulated other comprehensive income	0	0
Accumulated deficit	(6,581,897)	(6,251,640)
Total stockholders' deficit	(3,181,089)	(3,048,671)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 100	$ 9,000

XML

Balance Sheets - Parenthetical - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Details
Preferred Stock, Par or Stated Value Per Share	$ 0	$ 0
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0	$ 0
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	16,624,260	16,114,260
Common Stock, Shares, Outstanding	16,624,260	16,114,260

XML

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Revenues
Services revenues-related party	$ 0	$ 0
Total revenues	0	0
Operating expenses
Consulting Fees - related party	59,330	117,000
General and administrative expenses	203,406	231,547
Impairment of marketable securities	0	43,436
Total operating expenses	262,736	391,983
Other expense
Interest Expense	42,335	42,335
Interest expense- related party	25,186	21,550
Total other expense	67,521	63,885
Net loss	$ (330,257)	$ (455,868)
Net loss per share of common stock	$ (0.02)	$ (0.03)
Weighted average number of common shares outstanding	16,218,150	15,824,213

XML

Statements of Stockholders' Deficit - USD ($)	Total	Common Stock	Preferred Stock	Additional Paid-in Capital	Accumulated other Comprehensive Loss $	Accumulated Deficit $
Equity Balance, Starting at Dec. 31, 2015		$ 2,441,345	$ 0	$ 290,077	$ (38,085)	$ (5,795,772)
Shares Outstanding, Starting at Dec. 31, 2015		15,067,807	0
Change in value of marketable securities		$ 0	$ 0	0	(10,476)	0
Options issued for Director fees		$ 0	$ 0	64,047	0	0
Options issued for Director fees (shares)		0	0
Permanent impairment of Marketable securities		$ 0	$ 0	0	48,561	0
Cancellation of common stock issued for investor relations		$ 0	$ 0	0	0	0
Cancellation of common stock issued for investor relations, shares		(355,547)	0
Common Stock issued for licensing agreement - related party		$ 117,000	$ 0	0	0	0
Common Stock issued for licensing agreement-related party, shares		240,000
Common Stock issued for revolver		$ 290.500	$ 0	0	0	0
Common Stock issued for revolver (shares)		1,162,000	0
Net Income (Loss)		$ 0	$ 0	0	0	(455,868)
Shares Outstanding, Ending at Dec. 31, 2016		16,114,260	0
Equity Balance, Ending at Dec. 31, 2016		$ 2,848,845		354,124	0	(6,251,640)
Options issued for Director fees		$ 0	$ 0	76,229	0	0
Options issued for Director fees (shares)		0	0
Cancellation of common stock issued for investor relations, shares	(355,547)
Common Stock issued for licensing agreement - related party		$ 59,330	$ 0	0	0	0
Common Stock issued for licensing agreement-related party, shares		240,000
Common Stock issued for revolver (shares)	1,162,000
Common stock for accrued director fees		$ 34,000	0	0	0	0
Common stock for accrued director fees, shares		170,000
Common Stock issued for director fees		$ 28,280	0	0	0	0
Common Stock issued for director fees, shares		100,000
Net Income (Loss)		$ 0	$ 0	0	0	(330,257)
Shares Outstanding, Ending at Dec. 31, 2017		16,624,260	0
Equity Balance, Ending at Dec. 31, 2017	$ (3,181,089)	$ 2,970,455	$ 0	$ 430,353	$ 0	$ (6,581,897)

XML

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash Flows from Operating Activities
Net Loss	$ (330,257)	$ (455,868)
Adjustments to reconcile net loss to net cash used by operating activities:
Common stock and options issued for services	163,839	181,047
Impairment of marketable securities	0	43,436
Changes in operating assets and liabilities
Increase in accounts payables	30,591	2,769
Increase in accounts payable related party	25,186	84,709
Increase in accrued liabilities and other	90,771	136,335
Net Cash Flows Used by Operating Activities	(19,870)	(7,572)
Cash flows from investing activities
Proceeds from sale of marketable securities	9,000	0
Net Cash Flows Provided (Used) by Investing Activities	9,000	0
Cash Flows from Financing Activities
Proceeds from related party revolving line of credit	10,970	7,572
Net Cash Flows Provided by Financing Activities	10,970	7,572
Net Change in Cash	100	0
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	0	0
Cash and Cash Equivalents, at Carrying Value, Ending Balance	100	0
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, debt and accrued interest	$ 34,000	$ 290,500

XML

NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2017

Notes

NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1.        ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Organization

INTREorg Systems, Inc. (the “Company”) was incorporated under the laws of the State of Texas on November 3, 2003. The Company was organized for the purpose of providing internet consulting and "back office" services to companies. The Company's fiscal year end is December 31st.

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 $3,181,089 at December 31, 2017. At December 31, 2017, the Company had an accumulated deficit of $6,581,897.

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.

Summary of Significant Accounting Policies

Cash and Cash Equivalents

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

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Net Loss Per Share

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

Property and Equipment

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

Long-Lived Assets

Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and undiscounted cash flows estimated to be generated by those assets are less than assets’ carrying amount.

Amortization

The Company is amortizing its license agreement over its three-year estimated useful life beginning in January 2013, the date placed in service.

Revenue Recognition

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 December 31, 2016, the Company had earned 143,141 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. The Company determined that the loss on the marketable securities as of December 31, 2016 was permanent and wrote the investment down to market value based on the subsequent sale price and recognized the loss in the Statement of Operations for the year ended December 31, 2016

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 Pronouncements

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” This ASU provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. This standard is effective for interim and annual reporting periods beginning after December 15, 2017. The Company will adopt this standard effective January 1, 2018 and it is not expected to have a material impact on the Company’s financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718) ("ASU 2017-09"). ASU 2017-09 provides guidance on when changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity should account for the effects of a modification unless all of the following are met:

·         The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified

·         The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified

·         The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.

The amendments in ASU 2017-09 are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The amendments should be applied prospectively to an award modified on or after the adoption date. ASU 2017-09 is not expected to have a material impact on the Company's consolidated financial statements

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NOTE 2. RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2017

Notes

NOTE 2. RELATED PARTY TRANSACTIONS

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 $59,330 and $117,000 for the years ending December 31, 2017 and 2016, respectively, related to this agreement. On November 11, 2017, the PISA Intellectual Property License Agreement was extended ten years from September 30, 2017 through September 30, 2027.

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 December 31, 2017 and 2016 totaled $ 89,269 and $64,083, respectively. Interest expense related to the Line of Credit was $25,186 and $21,550 for the years ended December 31, 2017 and 2016, respectively.

As of December 31, 2017, and December 31, 2016, the Company owed Brech $325,796 and $314,826, 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 December 31, 2017 and December 31, 2016. As of the date of this Report, Brech, has not declared a default on the Line of Credit.

Cicerone Consulting Agreement

As of December 31, 2017, and 2016, 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.

Board Compensation

On October 1, 2016, the Company granted Thomas Lindholm, a member of the board of directors, options to purchase 500,000 shares of the Company’s common stock at $.20 per share. 25% of the options vest each quarter until fully vested at the one-year anniversary of the day of grant. The options expire on September 30, 2019 and had an estimated grant date fair value of $155,550, which is recognized in expense over the three-year vesting period.

On October 1, 2015, the Company granted Michael Farmer and Regie Green, members of the board of directors, options to purchase 600,000 shares of the Company’s common stock at $.15 per share and options to purchase 400,000 shares of the Company’s common stock at $.05 per share. 25% of the options vest each quarter until fully vested at the one-year anniversary of the day of grant. The options expire on September 30, 2018 and had an estimated grant date fair value of $37,806, which is recognized in expense over the three-year vesting period.

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.

During the years ended December 31, 2017 and 2016, the Company recognized expense of $76,229 and $64,047, respectively, relating to these awards.

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 $33,512. Such advances have not been repaid and are included in accounts payable- related parties. In addition, Mr. Dunckel is owed $202,332 in unpaid consulting fees. During the years ended December 31, 2017 and 2016, the Company expensed $0 and $79,000, respectively in consulting fees to Mr. Dunckel.

Payable to former President and Chairman of the Board

As of December 31, 2017, and 2016, 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 December 31, 2017, and 2016 the Company had $76,876 accrued for accounting services from a shareholder, PT Platinum. This amount is included in accounts payable-related parties. During the years ended December 31, 2017 and 2016, the Company expensed no fees to PT Platinum.

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NOTE 3. NOTES PAYABLE

12 Months Ended

Dec. 31, 2017

Notes

NOTE 3. NOTES PAYABLE

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 December 31, 2017 and December 31, 2016 amounted to approximately $465,456 and $423,120, 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

12 Months Ended

Dec. 31, 2017

Notes

NOTE 4. COMMITMENTS AND CONTINGENCIES

NOTE 4.        COMMITMENTS AND CONTINGENCIES.

At December 31, 2017 and December 31, 2016, 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 December 31, 2017 or since, through the date of these financial statements.

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NOTE 5. CAPITAL STOCK

12 Months Ended

Dec. 31, 2017

Notes

NOTE 5. CAPITAL STOCK

NOTE 5.        CAPITAL STOCK.

During 2017, PISA earned an aggregate of 240,000 shares related to the monthly compensation, valued at $53,595, the fair market value on the date of issuance. As of December 31, 2017, a total of 60,000 of these shares authorized, but not issued, are shown as outstanding as the issuance of such shares is deemed as a ministerial act.

During 2017, $34,000 in accrued director fees were converted to 170,000 shares of common stock.

During 2017, 100,000 shares of common stock were issued for director fees of $28,280.

During 2016, PISA earned an aggregate of 240,000 shares related to the monthly compensation, valued at $117,000, the fair market value on the date of issuance.

During the year ended December 31, 2016 the Company cancelled the issuance of 355,547 shares to an investor relations firm pursuant to the terms of the consulting agreement the Company maintains with them.

During the year ended December 31, 2016 the Company issued 1,162,000 shares of common stock valued at $290,500 to pay off a portion of the revolver LOC.

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.

On October 1, 2016, the Company granted Thomas Lindholm, a member of the board of directors, options to purchase 500,000 shares of the Company’s common stock at $.20 per share. 25% of the options vest each quarter until fully vested at the one-year anniversary of the day of grant. The options expire on September 30, 2019 and had an estimated grant date fair value of $155,550, which is recognized in expense over the three-year vesting period. The Company used the Black Scholes option model to value the option awards with the following assumptions: volatility – 242%; term – 3 years and discount rate - .92%.

A summary of option activity for the years ended December 31, 2017 and 2016 are presented below:

Options	Number of Options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balance December 31, 2015	2,300,000	0.73	3.20	-
Granted	500,000	.11	1.75	-
Exercised	-	-	-	-
Expired	-	-	-	-
Balance December 31, 2016	2,800,000	0.46	2.31	400,000
Expired	(300,000)	2.33	-	-
Balance December 31, 2017	2,500,000	.41	0.83	90,000
Options exercisable at December 31, 2017	1,500,000	.18	1.08	90,000

Stock option expense of $76,229 and $64,047 was recorded during the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, there was $100,189 of unrecognized stock option expense that will be recognized over the next two years.

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NOTE 6. INCOME TAXES

12 Months Ended

Dec. 31, 2017

Notes

NOTE 6. INCOME TAXES

NOTE 6.        INCOME TAXES.

The deferred tax asset as of December 31, 2017 and 2016 was approximately $750,394 and $1,102,660, respectively, offset by valuation allowances of the same amount resulting in a deferred tax asset of December 31, 2017 and 2016 of $0. There is no income tax provision for either year due to the change in valuation allowance. The difference between the effective rate and the statutory rate is the result of the change in the valuation allowance. At December 31, 2017 the Company had an unused net operating loss carry over approximating $3,573,000 that is potentially available to offset future taxable income, it expires beginning 2026.

The Company has not filed its Federal tax returns for 2009-2017 and could be subject to penalty for its delinquency. Additionally, the availability of its net operating loss may be subject to adjustment.

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NOTE 7. SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2017

Notes

NOTE 7. SUBSEQUENT EVENTS

NOTE 7.        SUBSEQUENT EVENTS

Board of Directors:

On October 16, 2017 Mr. John Devlin Jr. was named Director and died on March 8, 2018. 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 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”):

Through September 15, 2018, the Company issued 180,000 shares to Public Issuer Stock Analytics pursuant to the terms of the intellectual property license.

J.H. Brech Revolving 8% Credit Note:

The balance on the line of credit as of September 4, 2018 was $215,796.

Other:

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.

On September 12, 2018, the Company issued 1,185,000 shares of common stock for $237,000.

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Organization (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Organization

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.

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Reclassifications (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Reclassifications

Reclassifications

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

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Going Concern (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Going Concern

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 $3,181,089 at December 31, 2017. At December 31, 2017, the Company had an accumulated deficit of $6,581,897.

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.

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Cash and Cash Equivalents

Cash and Cash Equivalents

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

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Income Taxes

Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Net Loss Per Share (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Net Loss Per Share

Net Loss Per Share

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

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Property and Equipment

Property and Equipment

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

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Long-Lived Assets (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Long-Lived Assets

Long-Lived Assets

Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and undiscounted cash flows estimated to be generated by those assets are less than assets’ carrying amount.

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Amortization (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Amortization

Amortization

The Company is amortizing its license agreement over its three-year estimated useful life beginning in January 2013, the date placed in service.

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Revenue Recognition

Revenue Recognition

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.

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Marketable equity securities (Policies)

12 Months Ended

Dec. 31, 2017

Policies

Marketable equity securities

Marketable equity securities

As of December 31, 2016, the Company had earned 143,141 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. The Company determined that the loss on the marketable securities as of December 31, 2016 was permanent and wrote the investment down to market value based on the subsequent sale price and recognized the loss in the Statement of Operations for the year ended December 31, 2016

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NOTE 1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies)	12 Months Ended
	Dec. 31, 2017