UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-K


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

        For the fiscal year ended December 31, 2008

                                       Or

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

        For the transition period from _________ to _____________


                        Commission file number: 000-53451

                             INTREORG SYSTEMS, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)


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

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

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

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

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

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


<PAGE>

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.
                                                                  Yes |_| No |X|


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                                  Yes |X| No |_|

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

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

Large accelerated filer      [___]     Accelerated filer               [___]
-------------------------- ----------- --------------------------- -------------
Non-accelerated filer        [___]     Smaller reporting company       [ X ]
-------------------------- ----------- --------------------------- -------------

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

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant was approximately $9,770,419 as of December 31, 2008.

There were 10,305,016 shares outstanding of the registrant's  Common Stock as of
April 14, 2009.


<PAGE>



                                TABLE OF CONTENTS

                                     PART I

ITEM 1         Business                                                        1
ITEM 1A        Risk Factors                                                    7
ITEM 1B        Unresolved Staff Comments                                      12
ITEM 2         Properties                                                     12
ITEM 3         Legal Proceedings                                              12
ITEM 4         Submission of Matters to a Vote of Security Holders            12

                                     PART II

ITEM 5         Market for Registrant's Common Equity, Related Stock-
               holder Matters and Issuer Purchases of Equity Securities       12
ITEM 6         Selected Financial Data                                        14
ITEM 7         Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                      14
ITEM 7A        Quantitative and Qualitative Disclosures About Market Risk     18
ITEM 8         Financial Statements and Supplementary Data                    18
ITEM 9         Changes in and Disagreements with Accountants on Account-
               ing and Financial Disclosure                                   29
ITEM 9A        Controls and Procedures                                        29
ITEM 9A(T)     Controls and Procedures                                        29
ITEM 9B        Other Information                                              29

                                    PART III

ITEM 10        Directors, Executive Officers, and Corporate Governance        29
ITEM 11        Executive Compensation                                         32
ITEM 12        Security Ownership of Certain Beneficial Owners and Manage-
               ment and Related Stockholder Matters                           35
ITEM 13        Certain Relationships and Related Transactions, and Director
               Independence                                                   36
ITEM 14        Principal Accounting Fees and Services                         37

                                     PART IV

ITEM 15        Exhibits, Financial Statement Schedules                        38
SIGNATURES                                                                    39



<PAGE>

FORWARD LOOKING STATEMENTS

This  document   includes   forward-looking   statements,   including,   without
limitation,  statements  relating to  INTREorg  plans,  strategies,  objectives,
expectations,  intentions  and  adequacy  of  resources.  These  forward-looking
statements  involve known and unknown  risks,  uncertainties,  and other factors
that may cause  INTREorg's  actual  results,  performance or  achievements to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by the forward-looking  statements.  These factors include,
among  others,  the  following:  ability of INTREorg to  implement  its business
strategy;  ability to obtain additional financing;  INTREorg's limited operating
history;  unknown liabilities  associated with future  acquisitions;  ability to
manage growth;  significant competition;  ability to attract and retain talented
employees;  and future  government  regulations;  and other factors described in
this registration  statement or in other of INTREorg filings with the Securities
and Exchange Commission.  INTREorg is under no obligation, to publicly update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.


                                     PART I

ITEM 1. BUSINESS
----------------

General

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

About INTREorg Systems, Inc.
---------------------------

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

On August 13,  2008,  the common  stock of  INTREorg  was  approved by FINRA for
trading on the Over the Counter  Bulletin  Board.  The  Company's  common  stock
trades under the symbol "IORG."

BUSINESS PLAN
------------

INTREorg  Systems Inc.  ("INTREorg"  or "The  Company") has developed a business
plan to become an  integrated  provider  of  outsourced  information  technology
("IT") services, Software as a Service (SaaS) applications,  enterprise support,
and  business  process  outsourcing   services.   INTREorg's  target  market  is
publicly-traded,  emerging  growth  companies  in need of  rapidly  expanded  IT
services. Primarily the Company intends to focus on publicly traded companies to
allow  it  to  evaluate  the  financial   position  and  business  situation  of
prospective  clients due to the inherent  transparency  required  with  publicly
traded firms.

The  primary  focus of the  Company  is to  provide  outsourced,  day-to-day  IT
operations to emerging companies in need of state-of-the-art IT services,  tools
and  processes.  INTREorg  focuses  on  providing  IT  services  and  systems to
emerging,  technologically  sophisticated companies that have grown beyond their
ability to manage their network.  Additionally,  the Company  intends to provide
infrastructure  services and  products to meet the specific  demands of INTREorg
customers. All of the Company's services will be offered individually or bundled
as a comprehensive solution.

                                       1

<PAGE>

IT OUTSOURCING SYSTEMS

INTREorg Systems plans to provide Information Technology solutions to assist the
Company's  clients in assessing  their  business  needs and  identifying  the IT
solutions to meet these needs. INTREorg intends to deliver services that include
the  selection  and   implementation   of  packaged  software  and  the  design,
construction, testing, and integration of new systems.

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

INTREorg's  IT  Outsourcing   Services   segment  will  provide  help  desk  and
infrastructure support  around-the-clock for its clients. The Company intends to
maintain  and  support a full  range of its  clients'  IT and  business  process
infrastructures  from  network  environments  to  computing  systems,  and  from
shrink-wrapped  applications to advanced  proprietary  and acquired  application
systems.

User Services

INTREorg  intends to manage each of the  client's  assets to ensure that each of
the client's  end user's PC and other  devices run  consistently  and at maximum
efficiency.  INTREorg provides the staffing,  management and processes needed to
manage the whole  enterprise,  meeting desired  service levels while  leveraging
clients' existing infrastructure investments. INTREorg intends to help companies
increase  end  user  productivity  while  decreasing  their  downtime.  End user
services will include:

     o    Help Desk--call management, problem solving and problem resolution
     o    Desktop Services--installations, upgrades and software problems
     o    Procurement and Product Services-- streamlined, controlled and managed
          procurement process and certified product reseller

Computing Services

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

     o    IT Backup and Recovery Services
     o    Data Center Outsourcing
     o    Database Management
     o    Facility Management

Network Management Services

INTREorg  intends to manage its  clients'  entire  Wide Area  Network  (WAN) for
maximum performance and reliability. The Company will use its internal expertise
in  conjunction  with its clients'  personnel to manage  disparate  carriers and
providers to provide maximum up time and higher efficiencies. Network Management
Services will include:

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

                                       2

<PAGE>

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

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

Security Services

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

     o    Network Security--intrusion detection, secure VPN access
     o    Application Security--monitor and protect email and web content
     o    Security  Monitoring--effective   monitoring  and  management  of  the
          client's network

Applications Services

Applications  Services  include  services such as  application  development  and
maintenance,  including the  development  and maintenance of custom and packaged
application  software  for  customers  and  application  systems  migration  and
testing,  which includes the migration of applications from legacy  environments
to current  technologies,  as well as, performing quality assurance functions on
custom  applications.  INTREorg  also  intends  to  provide  other  applications
services  such  as   application   assessment  and   evaluation,   hardware  and
architecture consulting, systems integration, and INTREorg-based services.

Software as a Service (SaaS)

INTREorg Systems,  Inc. is currently developing a SaaS software delivery as part
of its overall  business  plan.  The  Company  believes  that this model  offers
significant  advantages  over  conventional  software  deployment,  as well  as,
traditional web-based ASP models. Traditionally, software has been thought of as
a stand-alone  product that is purchased  separately and installed on individual
computers.

The Company  believes that customized  software offers no specific  advantage to
their  business  and that it is their  delivery  processes  that are unique.  By
offering  standard,  off-the-shelf  software  via  the  web  using  multi-tenant
architecture, INTREorg intends to offer a variety of applications to its clients
at a  fraction  of the cost of  client  purchased  software.  SaaS  software  is
network-based  and  centrally  deployed  and  managed.  These  applications  are
accessed via the web and are available anytime and anywhere there is an Internet
connection. Software updates and patches are handled in one central location

Software delivered via SaaS:

     o    Customer Relations Management
     o    Video Conferencing
     o    Human Resources
     o    Accounting and Email
     o    Enterprise Resource Planning
     o    Document Management

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

                                       3
<PAGE>


INTREorg's Lines of Business

INTREorg  Systems,  Inc.  offers  services  under two primary lines of business:
Industry  Solutions  and  Consulting  and  Applications  Solutions.  The Company
considers  these  lines  of  business  to be  reportable  segments  and  include
financial  information and disclosures  about these  reportable  segments in its
financial  statements.  Based on a  quantitative  and  qualitative  analysis  of
varying  factors,  the  Company may  increase or decrease  the amount of ongoing
investment in each of these business areas,  make  acquisitions  that strengthen
its market position, divest, exit, or downsize aspects of a business area.

Infrastructure Solutions

INTREorg's  Infrastructure  Solutions group will be responsible for defining the
technology  strategies  for  the  Company's  Industry  Solutions  customers  and
INTREorg while actively enforcing  Capability  Maturity Model Integration (CMMI)
methodologies.  This group  identifies new technology  offerings and innovations
that deliver value to the Company's customers.  It manages updates and maintains
the  technology  infrastructure  for  the  Company's  customers  and  ourselves,
including networks, data centers, help desks, mainframes,  servers, storage, and
workspace  computing.  It also provides senior technology  consultants to assist
the  Company's  customers  with  more  complex  technology  transformations.  It
manages,  resolves and documents problems in the Company's  customers' computing
environments.  The group will also provide comprehensive  monitoring,  planning,
and  safeguarding  of  information   technology  systems  against  intrusion  by
monitoring  system and network  status,  collecting and analyzing data regarding
system and network performance, and applying appropriate corrective actions. All
of these  activities are designed to either be performed at customer  facilities
or  delivered  through  centralized  data  processing  centers  that the Company
intends to maintain.

Consulting and Applications Solutions

The  Consulting  and  Applications  Services  Group  intends to  provide  global
consulting and  integration  services,  applications  development and management
services,  and applications  outsourcing  services to the Company's client base.
These  services  are designed to be delivered  on-site and  offshore,  providing
innovative  industry  focused  solutions.  Leading  through domain  expertise to
provide  performance  improvement,  business  and  technology  architecture  and
transformation   these   services   will   include:    enterprise   applications
implementation  and  integration;  the development and maintenance of custom and
packaged  applications;  application  systems migration;  testing;  migration of
applications from legacy  environments to current  technologies;  and performing
quality assurance functions on custom applications.

Competitive Features

INTREorg  Systems,  Inc.  intends to offer a unique blend of premium IT services
designed to assist the Company's clients in improving  financial and operational
performance  across  their  enterprise.  INTREorg  intends to  develop  business
strategies  and  technology  solutions  that address their  specific needs while
providing them with increased competitive advantage.  INTREorg intends that five
core values may differentiate INTREorg from the competition:

         1.       Delivery Performance

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

                                       4
<PAGE>

         2.       Flexible application delivery

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

         3.       Vertical Expertise

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

         4.       Technology Excellence

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

         5.       Operational Metrics

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

         6.       Information Based Sales and Marketing Efforts

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

Business Strategy

The Company's business strategy is to position INTREorg's Company as the leading
provider  of premium IT services  for both the middle  market and  divisions  of
Global 2000 companies.  INTREorg believes it can attain this strategic objective
by  delivering  a range of business  and  technology  offerings.  This  approach
enables the Company to attain its business strategy objective.  INTREorg intends
to maximize the Company's ability to deliver the following capabilities:

     o    Envision  and  realize  strategic  business  solutions  to  serve  the
          Company's clients by delivering  industry-based process re-engineering
          services coupled with strategic technology management services.
     o    Implement  Corporate  Performance   Management  solutions  to  improve
          financial   performance  and  operating   metrics  across  a  client's
          enterprise.
     o    Optimize  business  processes  to improve the delivery of products and
          services
     o    Provide program and project management.

                                       5
<PAGE>

     o    Offer a  complete  range  of  managed  IT  services  that  enable  the
          Company's middle-market clients to concentrate on their core business,
          while being assured their technical  infrastructure  will support them
          as they grow.
     o    Leverage  the  Company's  blend of industry and  technology  expertise
          across all of the Company's service offerings.

Competition

The Company  intends to offer a full  spectrum  of IT  consulting  and  Software
services and  expertise to ensure the success of IT projects to small and middle
market companies. Competitors include IT solutions providers, in-house technical
staff,   software  product   companies  with  extended  service   organizations,
international  outsourcers of IT development,  application and Web hosting firms
and specialized providers of CPM/BAM/BI. There is significant competition in the
management  and IT consulting  services  space.  INTREorg also believes that the
principle criteria considered by prospective clients when selecting a consulting
firm include skills and capabilities of consultants, cost to value ratios, scope
of services,  service model approach,  global  presence,  industry and technical
expertise,  reputation and quality of past work,  perceived  value and a results
orientation.

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

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

     o    Business SaaS providers;

     o    Email outsourcing firms;

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

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

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

Employees

As of March  31,  2009,  INTREorg  did not have any  full  time  employees.  The
officers and directors  currently provide certain services  dedicated to current
corporate and business  development  activities on an as needed part-time basis.
Officers currently serve up to 20 hours per week.





                                       6
<PAGE>


ITEM 1A. RISK FACTORS
---------------------

                          GENERAL BUSINESS RISK FACTORS

DEVELOPMENT STAGE BUSINESS

INTREorg Systems, Inc. commenced operations in November 2003 and is organized as
a corporation  under the laws of the State of Texas.  Accordingly,  INTREorg has
only a limited  history upon which an  evaluation  of its  prospects  and future
performance  can be made.  INTREorg's  proposed  operations  are  subject to all
business risks  associated  with new  enterprises.  The likelihood of INTREorg's
success must be  considered in light of the  problems,  expenses,  difficulties,
complications,   and  delays  frequently  encountered  in  connection  with  the
expansion of a business,  operation in a competitive industry, and the continued
development of advertising,  promotions and a corresponding customer base. There
is a possibility that INTREorg could sustain losses in the future.  There can be
no assurances that INTREorg will even operate profitably.

DEPENDENCE ON MANAGEMENT

In the early stages of  development  INTREorg's  business will be  significantly
dependent on INTREorg's management team. INTREorg's success will be particularly
dependent upon Russell K. Boyd, the Company's CEO and sole officer.  The loss of
any one of these  individuals  could have a material adverse effect on INTREorg.
Management  is not  working  full time for the Company  and each  devotes  about
twenty hours per week to the operations of the Company.

DEPENDENCE UPON OUTSIDE CONTRACTORS OR ADVISORS

To supplement the business  experience of its officers and  directors,  INTREorg
may  be  required  to  employ  contractors,   accountants,   technical  experts,
appraisers,  attorneys, or other consultants or advisors. INTREorg's Management,
without  any  input  from  shareholders,  will  make the  selection  of any such
advisors.  Furthermore, it is anticipated that such persons may be engaged on an
"as  needed"  basis  without  a  continuing  fiduciary  or other  obligation  to
INTREorg.  In  the  event  INTREorg  considers  it  necessary  to  hire  outside
contractors or advisors,  they may elect to hire persons who are affiliates,  if
they are able to provide the required services.

RISKS OF BORROWING

If  INTREorg  incurs  indebtedness,  a portion  of its cash flow will have to be
dedicated to the payment of principal and interest on such indebtedness. Typical
loan  agreements  also might  contain  restrictive  covenants,  which may impair
INTREorg's  operating  flexibility.  Such loan agreements would also provide for
default under certain  circumstances,  such as failure to meet certain financial
covenants.  A default under a loan  agreement  could result in the loan becoming
immediately  due and payable and, if unpaid,  a judgment in favor of such lender
which  would be senior to the rights of  shareholders  of  INTREorg.  A judgment
creditor would have the right to foreclose on any of INTREorg's assets resulting
in a  material  adverse  effect on  INTREorg's  business,  operating  results or
financial condition.

RISK OF NEW VENTURE

INTREorg is a development  stage business.  The Company has a limited history of
operation and no history of earnings. As a new development it will be subject to
all of the difficulties  associated with establishing a new business enterprise,
including the following:  hiring and retaining skilled employees or contractors;
licensing,  permitting,  and  operating  problems;  competing  with  established
operators;  and implementing the business  infrastructure and support systems to
effectively carryout the business plan.

                                       7
<PAGE>

GENERAL ECONOMIC CONDITIONS

The financial success of INTREorg may be sensitive to adverse changes in general
economic  conditions  in  the  United  States  such  as  recession,   inflation,
unemployment,  and interest rates. Such changing  conditions could reduce demand
in the marketplace for the IT Outsourcing services which is INTREorg's business.
Management  believes that the services developed by INTREorg will maintain value
long term. Nevertheless, INTREorg has no control over these changes.

NEED FOR ADDITIONAL FINANCING

INTREorg has very limited funds and such funds will not be adequate to carry out
the business plan without borrowing  significant  funds. The ultimate success of
INTREorg may depend upon its ability to raise additional  capital.  INTREorg has
not  investigated  the  availability,  source,  or terms that  might  govern the
acquisition of additional  capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available,  that they can be
obtained  on  terms  acceptable  to  INTREorg.  If  not  available,   INTREorg's
operations  will be  limited  to those  that  can be  financed  with its  modest
capital.

LACK OF REVENUE HISTORY

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

NO ASSURANCE OF SUCCESS OR PROFITABILITY.

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


                    RISK FACTORS RELATING TO THE COMMON STOCK

HIGHLY SPECULATIVE NATURE OF INVESTMENT

Due to the highly  speculative nature of INTREorg's  business,  Investors should
not invest unless they can financially bear the loss of their entire investment.
Investment should,  therefore, be limited to that portion of discretionary funds
not needed  for normal  living  purposes  or for  reserves  for  disability  and
retirement.


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

Currently, only a limited trading market exists for INTREorg's common stock. The
common stock trades on the Over the Counter  Bulletin Board  ("OTCBB") under the
symbol  "IORG."  The  OTCBB is a  limited  market  and  subject  to  substantial
restrictions   and   limitations  in  comparison  to  the  NASDAQ  system.   Any
broker/dealer  that makes a market in the  Company's  stock or other person that
buys or sells INTREorg  stock could have a significant  influence over its price

                                       8
<PAGE>

at any given time. INTREorg cannot assure its shareholders that a greater market
for  INTREorg's  common  stock will be  sustained.  There is no  assurance  that
INTREorg's  common stock will have any greater liquidity than shares that do not
trade on a public market.  A shareholder  may be required to retain their shares
for an indefinite  period of time, and may not be able to liquidate their shares
in the event of an emergency or for any other reasons.

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

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

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

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices have been manipulated to a desired consequent  investor losses.  INTREorg
management is aware of the abuses that have occurred  historically  in the penny
stock market.  Although  INTREorg does not expect to be in a position to dictate
the behavior of the market or of  broker-dealers  who participate in the market,
management  will strive within the confines of practical  limitations to prevent
the  described   patterns  from  being  established  with  respect  to  INTREorg
securities.

NO FORESEEABLE DIVIDENDS

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

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

All of the  outstanding  shares of common  stock  are held by  INTREorg  present
officers,  directors,  and affiliate  stockholders  as  "restricted  securities"
within the meaning of Rule 144 under the Securities Act of 1933, as amended.  As
restricted  Shares,  these  shares may be resold only  pursuant to an  effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions  from  registration  under the Act and as required  under  applicable

                                       9
<PAGE>

state  securities  laws. Rule 144 provides in essence that a person who has held
restricted  securities for six months may, under certain conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
non-affiliate after the owner has held the restricted securities for a period of
two years.  A sale under Rule 144 or under any other  exemption from the Act, if
available,  or pursuant to subsequent  registration of shares of common stock of
present stockholders,  may have a depressive effect upon the price of the common
stock in any market that may develop.

NO ASSURANCE OF SUCCESS OR PROFITABILITY

There is  no-assurance  that the  Company  will  acquire  a  favorable  business
opportunity.   Even  if  the  Company  should  become  involved  in  a  business
opportunity, there is no assurance that it will generate revenues or profits, or
that the market price of the Company's common stock will be increased thereby.

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

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

INTREorg  STOCK  WILL IN ALL  LIKELIHOOD  BE  THINLY  TRADED  AND AS A RESULT AN
INVESTOR  MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF THE  INVESTOR
NEEDS TO LIQUIDATE SHARES.

The shares of INTREorg's  common stock is  thinly-traded  on the OTCBB,  meaning
that the number of persons interested in purchasing INTREorg common shares at or
near ask prices at any given time may be relatively small or non-existent.  This
situation  is  attributable  to a number  of  factors,  including  the fact that
INTREorg is a small company which is relatively unknown to stock analysts, stock
brokers,  institutional  investors and others in the  investment  community that
generate  or  influence  sales  volume,  and that even if  INTREorg  came to the
attention of such persons, they tend to be risk-averse and would be reluctant to
follow an  unproven,  early  stage  company  such as  INTREorg  or  purchase  or
recommend  the  purchase  of any of  INTREorg's  securities  until  such time as
INTREorg  becomes  more  seasoned  and viable.  As a  consequence,  there may be
periods of several days or more when trading activity in INTREorg  securities is
minimal or non-existent,  as compared to a seasoned issuer which has a large and
steady volume of trading activity that will generally  support  continuous sales
without an adverse  effect on  securities  price.  INTREorg  cannot give you any
assurance  that a broader or more  active  public  trading  market for  INTREorg
common securities will develop or be sustained,  or that any trading levels will
be sustained. Due to these conditions,  INTREorg can give investors no assurance
that they will be able to sell  their  shares at or near ask prices or at all if
the investor  needs money or otherwise  desires to liquidate  the  securities of
INTREorg.

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

Because of the limited trading market for INTREorg's common stock and because of
the possible price  volatility,  the investor may not be able to sell its shares
of common  stock when the investor  desires to do so. The  inability to sell the
investors  securities in a rapidly declining market may  substantially  increase
the risk of loss because of such  illiquidity and because the price for INTREorg
shares may suffer greater declines because of INTREorg's price volatility.

                                       10
<PAGE>

The price of  INTREorg's  common  stock  that will  prevail in the market may be
higher or lower than the price the investor may pay.  Certain  factors,  some of
which are beyond  INTREorg's  control,  that may cause INTREorg's share price to
fluctuate significantly include, but are not limited to the following:

     o    Variations in INTREorg's quarterly operating results;

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

     o    Additions or departures of key personnel; and

     o    Fluctuations in stock market price and volume.

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

                        RISK FACTORS RELATING TO COMPANY

HIGHLY SPECULATIVE NATURE OF INVESTMENT

Due to the highly  speculative nature of INTREorg's  business,  Investors should
not invest unless they can financially bear the loss of their entire investment.
Investment should,  therefore, be limited to that portion of discretionary funds
not needed  for normal  living  purposes  or for  reserves  for  disability  and
retirement.

REPORTING INFORMATION

INTREorg  is subject to the  reporting  requirements  under the  Securities  and
Exchange Act of 1934.  As a result,  Shareholders  will have ready access to the
information  required  to be  reported  by  publicly  held  companies  under the
Securities and Exchange Act and the regulations thereunder.  INTREorg intends to
provide its shareholders with quarterly reports containing financial information
prepared  in  accordance   with   generally   accepted   accounting   principles
(unaudited).

LONG TERM NATURE OF INVESTMENT

An  investment  in the shares may be long term and  illiquid.  A limited  market
exists for the  shares.  Accordingly,  purchasers  of shares must be willing and
able to bear the economic risk of their  investment for an indefinite  period of
time. It is likely that investors will not be able to liquidate their investment
in the event of an emergency.

LIMITED LIQUIDITY CASH FLOWS AND CAPITAL RESOURCES

INTREorg has minimum  liquid  assets at December  31, 2008,  and will be reliant
upon stock  offerings to fund any kind of nuclear  operations.  The only capital
resources of the INTREorg are its common stock.

The  monies  raised  by any  private  offering  may  not be  sufficient  for the
continued proposed operations of INTREorg. There is no assurance that additional

                                       11
<PAGE>

monies or financing will be available in the future or, if available, will be at
terms favorable to INTREorg. (See "Business Summary")

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

INTREorg has achieved no cash flows to date.


ITEM 1B. UNRESOLVED STAFF COMMENTS
----------------------------------

Not Applicable.


ITEM 2. PROPERTIES
------------------

The Company's  principal  mailing address is 501 Trophy Lake Dr., Suite 314, PMB
106, Trophy Club, Texas 76262, and the telephone  number is  (817)491-8611.  The
Company does not currently pay monthly rent for the use of this mailing address.
The  Company  will  office  out of the  homes of its  executive  officers  until
additional capital is raised.

ITEM 3. LEGAL PROCEEDINGS
-------------------------

INTREorg anticipates that it will from time to time become subject to claims and
legal proceedings arising in the ordinary course of business. It is not feasible
to predict the outcome of any such  proceedings  and INTREorg  cannot assure you
that  their  ultimate  disposition  will not have a material  adverse  effect on
INTREorg business, financial condition, cash flows or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------

On March 24, 2008,  the Company held a Special  Meeting of the  Shareholders  at
10651 West 34th Place,  Wheat Ridge,  CO 80033.  At such Special  Meeting of the
Shareholders,  the  following  items were  approved by a majority of  INTREorg's
shareholders:

  To amend the Articles of Incorporation of the INTREorg as follows:

     (1)  To  authorize  an  increase  in the  number  of  authorized  shares to
          100,000,000  common shares and 10,000,000  shares of preferred  stock,
          for which classes,  series, and rights,  privileges shall be hereafter
          determined and designated by the Board of Directors.


                                     PART II


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

Market Information

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

                                       12
<PAGE>

                                      HIGH                        LOW
Quarter Ended:                        ----                        ---
December 31 2008                     $1.05                       $1.01
September 30, 2008                     $0                          $0


Holders

There are  approximately  147 holders of record of INTREorg  common  stock as of
December 31, 2008.

Dividend Policy

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

Shares Eligible for Future Sale

INTREorg  currently  has  10,305,016  shares of common stock  outstanding  as of
December 31,  2008. A current  shareholder  who is an  "affiliate"  of INTREorg,
defined in Rule 144 as a person who directly,  or indirectly through one or more
intermediaries,  controls,  or is controlled by, or is under common control with
INTREorg will be required to comply with the resale  limitations of Rule 144. Of
these shares a total of  8,823,516  shares have been held for 1 year or more and
are eligible for resale under Rule 144.  Sales by affiliates  will be subject to
the volume and other  limitations of Rule 144,  including  certain  restrictions
regarding  the manner of sale,  notice  requirements,  and the  availability  of
current public  information  about INTREorg.  The volume  limitations  generally
permit an affiliate to sell,  within any three month period,  a number of shares
that does not exceed the  greater of one  percent of the  outstanding  shares of
common stock or the average weekly trading volume during the four calendar weeks
preceding his sale. A person who ceases to be an affiliate at least three months
before the sale of  restricted  securities  beneficially  owned for at least two
years may sell the restricted securities under Rule 144 without regard to any of
the Rule 144 limitations.

Recent Sales of Unregistered Securities

We made the following  unregistered  sales of its  securities  from September 1,
2008 through December 31, 2008.

<TABLE>
<CAPTION>

DATE OF SALE TITLE OF SECURITIES  NO. OF SHARES     CONSIDERATION     CLASS OF PURCHASER
------------ ------------------- --------------- ------------------- ----------------------
<S>          <C>                 <C>             <C>                 <C>

   9/30/08       Common Stock         38,000       Interest Payment   Business Associate

   9/30/08       Common Stock        260,000       Interest Payment   Business Associate

   12/31/08      Common Stock        247,100       Conversion of      Preferred Shareholders
                                                   Preferred Stock
</TABLE>


Exemption From Registration Claimed
-----------------------------------

All of the  sales  by  INTREorg  of its  unregistered  securities  were  made in
reliance upon Section 4(2) of the  Securities Act of 1933, as amended (the "1933
Act"). The entity listed above that purchased the unregistered securities was an

                                       13
<PAGE>

existing  shareholder,   known  to  the  Company  and  its  management,  through
pre-existing business relationships,  as a long standing business associate. The
entity was provided access to all material information,  which it requested, and
all information  necessary to verify such information and was afforded access to
InTREorg's  management in connection  with the  purchases.  The purchaser of the
unregistered  securities  acquired such securities for investment and not with a
view  toward  distribution,  acknowledging  such  intent  to  the  Company.  All
certificates  or  agreements  representing  such  securities  that  were  issued
contained restrictive legends,  prohibiting further transfer of the certificates
or agreements representing such securities, without such securities either being
first registered or otherwise exempt from  registration in any further resale or
disposition.

Issuer Purchases of Equity Securities
-------------------------------------
INTREorg  did not  repurchase  any shares of its common stock during the quarter
ended December 31, 2008.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.


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

CAUTIONARY AND FORWARD LOOKING STATEMENTS

In  addition  to  statements  of  historical   fact,  this  Form  10-K  contains
forward-looking  statements.  The  presentation  of future  aspects of  INTREorg
Systems,  Inc.  ("INTREorg  Systems," the "Company" or "issuer")  found in these
statements  is subject to a number of risks and  uncertainties  that could cause
actual results to differ  materially  from those  reflected in such  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which  reflect  management's  analysis  only as of the date hereof.
Without  limiting the generality of the foregoing,  words such as "may," "will,"
"expect,"  "believe,"   "anticipate,"  "intend,"  or  "could"  or  the  negative
variations   thereof  or  comparable   terminology   are  intended  to  identify
forward-looking statements.

These forward-looking statements are subject to numerous assumptions,  risks and
uncertainties  that may cause INTREorg  Systems' actual results to be materially
different  from any future results  expressed or implied by INTREorg  Systems in
those  statements.  Important  facts that could  prevent  INTREorg  Systems from
achieving any stated goals include, but are not limited to, the following:

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

     a)   Limited or no trading of the company shares;
     b)   volatility or decline of the Company's stock price;
     c)   potential fluctuation in quarterly results;
     d)   failure of the Company to earn revenues or profits;
     e)   inadequate  capital to continue or expand its  business,  inability to
          raise additional capital or financing to implement its business plans;
     f)   failure to commercialize its products and services or to make sales;
     g)   rapid and significant changes in markets;
     h)   litigation with or legal claims and allegations by outside parties;
     i)   insufficient revenues to cover operating costs.

                                       14
<PAGE>

There is no assurance that the Company will be  profitable,  the Company may not
be able to successfully develop, manage or market its products and services, the
Company may not be able to attract or retain qualified executives and technology
personnel,  the Company's products and services may become obsolete,  government
regulation may hinder the Company's business, additional dilution in outstanding
stock ownership may be incurred due to the issuance of more shares, warrants and
stock options,  or the exercise of warrants and stock  options,  and other risks
inherent in the Company's businesses.

The Company  undertakes no obligation to publicly  revise these  forward-looking
statements to reflect events or circumstances  that arise after the date hereof.
Readers should  carefully  review the factors  described in other  documents the
Company  files from time to time with the  Securities  and Exchange  Commission,
including  the  Quarterly  Reports on Form 10-Q and Annual  Reports on Form 10-K
filed by the Company and any Current Reports on Form 8-K filed by the Company.

Business Overview

INTREorg  Systems Inc.  ("INTREorg"  or "The  Company") has developed a business
plan to become an  integrated  provider  of  outsourced  information  technology
("IT") services, Software as a Service (SaaS) applications,  enterprise support,
and  business  process  outsourcing   services.   INTREorg's  target  market  is
publicly-traded,  emerging  growth  companies  in need of  rapidly  expanded  IT
services. Primarily the Company intends to focus on publicly traded companies to
allow  it  to  evaluate  the  financial   position  and  business  situation  of
prospective  clients due to the inherent  transparency  required  with  publicly
traded firms.

The  primary  focus of the  Company  is to  provide  outsourced,  day-to-day  IT
operations to emerging companies in need of state-of-the-art IT services,  tools
and  processes.  INTREorg  focuses  on  providing  IT  services  and  systems to
emerging,  technologically  sophisticated companies that have grown beyond their
ability to manage their network.  Additionally,  the Company  intends to provide
infrastructure  services and  products to meet the specific  demands of INTREorg
customers. All of the Company's services will be offered individually or bundled
as a comprehensive solution.

During the year ended  December  31,  2008,  the Company  focused its efforts in
filing a Form 10g12 with the Securities and Exchange  Commission and getting its
common  stock  approved  for  trading on the Over the  Counter  Bulletin  Board.
Efforts were also focused on sales and marketing of the Company's services.

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

The INTREorg is dependent on raising additional equity and/or,  debt to fund any
negotiated  settlements  with its  outstanding  creditors and meet the Company's
ongoing operating expenses.  There is no assurance that INTREorg will be able to
raise the necessary equity and/or debt that it will need to be able to negotiate
acceptable  settlements  with its  outstanding  creditors  or fund  its  ongoing
operating expenses.  INTREorg cannot make any assurances that it will be able to
raise funds through such activities.

In addition, the United States and the global business community is experiencing
severe  instability in the commercial  and investment  banking  systems which is
likely to continue to have far-reaching  effects on the economic activity in the
country for an indeterminable  period. The long-term impact on the United States
economy and the  Company's  operating  activities  and ability to raise  capital
cannot be predicted at this time, but may be substantial.

                                       15
<PAGE>

RESULTS OF OPERATIONS

For the Year Ended December 31, 2008 Compared to December 31, 2007

During the year ended December 31, 2008, the Company  recognized $750 in revenue
compared to no revenue  during the year ended December 31, 2007. The increase of
$750 was due to the Company's  limited  activities in the  implementation of its
business plan.

During the year ended  December  31,  2008,  the  Company  incurred  operational
expenses of $245,148  compared to $326,019  during the year ended  December  31,
2007.  The  decrease  of  $80,871  was a result of the  decreases  of $29,912 in
consulting  expenses,  $29,231 in  professional  fees and $9,806 in general  and
administrative  expenses  during the year ended December 31, 2008. The decreases
were a result of the Company's success in the filings of its Form 10g12 with the
SEC.

During the year ended December 31, 2008, the Company recognized interest expense
of $48,803 compared to $58,312 during the year ended December 31, 2007.

During the year ended  December 31, 2008,  the Company  recognized a net loss of
$293,201  compared to a net loss of $383,075  during the year ended December 31,
2007.  The $89,874  decrease  was a result of the $80,871  decrease in operating
expenses  combined with the $9,509  decrease in interest  expense,  as discussed
above.

During the year ended December 31, 2008, the Company had a net loss of $0.03 per
share compared to $0.04 per share for the year ended December 31, 2007.

LIQUIDITY

At December 31, 2008,  the Company had cash and cash  equivalents  of $3,330 and
total  current  assets of $10,591  and current  liabilities  of  $1,723,121.  At
December 31, 2008, current liabilities exceed current assets by $1,719,791.

Net cash used in operating  activities  during the year ended  December 31, 2008
was $83,537,  compared to net cash used in operating  activities during the year
ended  December 31, 2007 of $262,134.  During the year ended  December 31, 2008,
the net cash used  represented a net loss of $293,201,  was not adjusted for any
non-cash items.

During the year ended  December 31, 2007,  the net cash used  represented  a net
loss of $383,975 and was not adjusted for any non-cash items.

During the years ended  December  31, 2008 and 2007,  the Company did not use or
receive cash from its investing activities.

During the year ended  December 31, 2008,  the Company  received  $87,325 in its
financing activities consisting of the receipt of proceeds of $73,500 from notes
payables. During the year ended December 31, 2007, the Company received $257,970
from its financing activities  consisting of the receipt of proceeds of $223,500
from notes payable.

During the year ended  December  31,  2008,  the Company has paid  approximately
$5,000 in bridge  loans.  Prior to  January  1,  2008,  the  Company  had raised
$494,386 to be able to continue  operations.  During the year ended December 31,
2008,  the Company raised an additional  $73,500 in cash to support  operations.
These  loans  carry  interest  rates from 6% to 10% per annum and have due dates

                                       16
<PAGE>

between 90 and 180 days.  The  providers of these loans were also given  "equity
kickers" of stock in the amount of 1 share of common  stock for each one cent of
loan amount.  At renewal time the providers  were given an equal amount of stock
while the interest was accrued.

During the year ended December 31, 2008, the Company,  pursuant to a vote of the
stockholders approved the conversion of the 247,100 shares of preferred stock to
247,100  shares of restricted  common stock was approved.  The preferred  shares
were convertible at a rate of 1 share of preferred for 1 share for common stock,
at the discretion of the  shareholder  or the Company.  The Company does not pay
dividends on and there are no dividend preferences on its preferred shares.

During the year ended December 31, 2008, the Company did not issue any shares of
its common stock for cash.

During the year ended  December 31, 2008,  the Company  issued 625,000 shares of
its common stock for services rendered valued at $6,250.

During the year ended  December 31, 2008, the Company also issued 757,500 shares
of its common stock for interest to providers of bridge loans valued at $7,575.

Going Concern

The  independent  registered  public  accounting  firm's report on the Company's
financial statements as of December 31, 2008 and 2007 includes a "going concern"
explanatory  paragraph  that  describes  substantial  doubt about the  Company's
ability to continue as a going concern.

INTREorg is  dependent on raising  additional  equity  and/or,  debt to fund any
negotiated  settlements  with its  outstanding  creditors  and meet its  ongoing
operating expenses. There is no assurance that the Company will be able to raise
the necessary equity and/or debt that INTREorg will need to be able to negotiate
acceptable  settlements  with its  outstanding  creditors  or fund  its  ongoing
operating expenses. INTREorg cannot make any assurances that the Company will be
able to raise funds through such activities.

Critical Accounting Policies

INTREorg  has  identified  the  policies  below  as  critical  to  its  business
operations and the understanding of the Company's  results from operations.  The
impact and any  associated  risks  related to these  policies  on the  Company's
business operations is discussed throughout Management's Discussion and Analysis
of Financial  Conditions  and Results of Operations  where such policies  affect
INTREorg's reported and expected financial results. For a detailed discussion on
the application of these and other accounting policies,  see Note 1 in the Notes
to the Financial  Statements  beginning on page F-7 for the years ended December
31, 2008 and 2007.

Use of Estimates

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

Net Loss Per Share

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

                                       17
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

Not applicable.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

The audited financial  statements of INTREorg  Systems,  Inc. for the year ended
December 31, 2008, period from November 3, 2003 (inception) through December 31,
2008,  and period from  November 3, 2003 through  December  31, 2007,  appear as
pages 19 through 28.



                                       18
<PAGE>


                             INTREorg Systems, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                    YEAR ENDED DECEMBER 31, 2008, PERIOD FROM
           NOVEMBER 3, 2003 (INCEPTION) THROUGH DECEMBER 31, 2008, AND
             PERIOD FROM NOVEMBER 3, 2003 THROUGH DECEMBER 31, 2007

                                     AUDITED




                                       19
<PAGE>

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



             Report of Independent Registered Public Accounting Firm

To the Board of Directors
INTREorg Systems, Inc.

I have audited the accompanying balance sheets of INTREorg Systems,  Inc., as of
December  31, 2008 and 2007,  and the  related  statements  of loss,  changes in
stockholders'  equity,  and cash  flows for the years  then ended and the period
from  inception,  November  3,  2003  to  December  31,  2008.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audits.

I  conducted  my audits in  accordance  with  standards  of the  Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of INTREorg  Systems,  Inc. as of
December 31, 2008 and 2007, and the results of its operations and cash flows for
the years then ended and the period from inception, November 3, 2003 to December
31, 2008 in conformity  with  accounting  principles  generally  accepted in the
United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial   statements,   the  Company's   significant  operating  losses  raise
substantial doubt about its ability to continue as a going concern. Management's
plans  regarding  these  matters  are  described  in the notes to the  financial
statements.  The financial  statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/ Larry O'Donnell, CPA, P.C.
Larry O'Donnell, CPA, P.C.
April 14, 2009

                                       20
<PAGE>

<TABLE>
<CAPTION>

                                     INTREorg Systems, INC.
                                 (A Development Stage Company)
                                         Balance Sheets

                                                                              December 31,
                                                                                  2008                 2007

                                                                           -------------------  -------------------
<S>                                                                        <C>                  <C>

ASSETS:

Current Assets:
        Cash                                                                          $ 3,330                  $ -
        Accounts Receivable                                                             7,261                9,577
        Advances Receivable                                                                 -               11,078
                                                                           -------------------  -------------------
               Total Current Assets                                                    10,591               20,655

Furniture and fixtures - net                                                           10,207             $ 10,207

Deposits                                                                                    -              $ 6,900
Investment - Fusion Equity                                                              1,000              $ 1,000

TOTAL ASSETS                                                                         $ 21,798             $ 38,762
                                                                           ===================  ===================


LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
        Cash Deficit                                                                      $ -                $ 458
        Accounts payable                                                              581,295              462,225
        Accrued expenses and liabilities                                              563,940              493,640
        Notes Payable                                                                 577,886              504,386
                                                                           -------------------  -------------------
               Total Current Liabilities                                            1,723,121            1,460,709

Stockholders' Equity
Common Stock, no par value; 100,000,000 shares authorized
        10,305,016 and 8,567,416 shares issued and outstanding                        555,705              294,780
        at December 31, 2008 and December 31, 2007, respectively

Preferred Stock, no par value; 10,000,000 shares authorized
        none and 247,100 shares issued and outstanding                                      -              247,100
        at December 31, 2008 and December 31, 2007 respectively

Deficit accumulated during the development stage                                   (2,257,028)          (1,963,827)
                                                                           -------------------  -------------------

               Total Stockholders' equity                                          (1,701,323)          (1,421,947)
                                                                           -------------------  -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $ 21,798             $ 38,762
                                                                           ===================  ===================
</TABLE>

The accompanying notes are an integral part of these financial statements

                                       21
<PAGE>

<TABLE>
<CAPTION>

                                     INTREorg Systems, Inc.
                                 (A Development Stage Company)
                                    Statements of Operations


                                                                Year Ended                            November 3, 2003
                                                               December 31,        December 31,        (Inception) to
                                                                   2008                2007             December 31,
                                                                                                            2008
                                                              ----------------   -----------------  ----------------------
<S>                                                           <C>                <C>                <C>

Revenue                                                                 $ 750                 $ -           $         750

         Depreciation                                                       -                   -                   6,175
         Consulting expense                                           121,088             151,000                 836,005
         Director's fees                                               12,750              18,120                  48,870
         General and administrative                                    32,198              42,004                  57,397
         Professional fees                                             52,146              81,377                 382,715
         Payroll expense                                                    -                   -                 724,630
         Rent and utilities                                             9,612              14,250                 111,858
         Travel expense                                                17,354              19,268                  93,567
                                                              ----------------   -----------------  ----------------------

                 Total Expenses                                       245,148             326,019               2,261,217
                                                              ----------------   -----------------  ----------------------

Net Operating Loss                                                   (244,398)           (326,019)             (2,260,467)
                                                              ----------------   -----------------  ----------------------

Other Revenue / (Expense)

         Forgiveness of debt                                                -                   -                 135,750
         Settlement agreements                                              -                   -                  36,653
         Interest Income                                                    -                 356                     356
         Miscellaneous expense                                              -                   -                  (5,857)
         Interest Expense                                             (48,803)            (58,312)               (163,463)
                                                              ----------------   -----------------  ----------------------

                 Total other revenue / (expense)                      (48,803)            (57,956)                  3,439

Net Loss                                                           $ (293,201)         $ (383,975)           $ (2,257,028)
                                                              ================   =================  ======================

Net Income/Loss per share of common
stock                                                             $     (0.03)           $  (0.04)
                                                              ================   =================
Weighted average number of common
         shares outstanding                                         9,667,745           8,009,612
                                                              ================   =================

</TABLE>


       The accompanying notes are an integral part of these financial statements

                                       22
<PAGE>

<TABLE>
<CAPTION>

                                     INTREorg Systems, Inc.
                                 (A Development Stage Company)
                                    Statements of Cash Flows

                                                                                                        November 3, 2003
                                                                    Year Ended                           (Inception) to
                                                                   December 31,                           December 31,
                                                                       2008               2007                2008
                                                                  ----------------  -----------------  --------------------
<S>                                                               <C>               <C>                <C>

Cash Flows from Operating Activities
Net Profit (Loss)                                                      $ (293,201)        $ (383,975)         $ (2,257,028)
         Depreciation                                                           -                  -                 6,165
Adjustments to reconcile net loss to net cash used
         by operating activities
Changes in operating assets and liabilities
         Increase in Accounts Receivable and Advances                      13,394            (10,578)               (7,261)
         Increase in Accounts Payable and accrued liabilities             189,370            132,419             1,145,234
         Increase (Decrease) in Deposits                                    6,900                  -                     -
                                                                  ----------------  -----------------  --------------------

Net Cash Flows Used by Operating Activities                               (83,537)          (262,134)           (1,112,890)
                                                                  ----------------  -----------------  --------------------

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

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

Cash Flows from Financing Activities
         Increase in loans payable                                         73,500            223,500               577,886
         Issuance of Preferred A Stock                                          -                  -               247,100
         Issuance of Common Stock                                          13,825             34,470               308,605
                                                                  ----------------  -----------------  --------------------

Net Cash Flows Provided by Financing Activities                            87,325            257,970             1,133,591
                                                                  ----------------  -----------------  --------------------

Net Increase (Decrease) in Cash                                             3,788             (4,164)                3,330
                                                                  ----------------  -----------------  --------------------

Cash at Beginning of Period                                                  (458)             3,706                     -
                                                                  ----------------  -----------------  --------------------

Cash at End of Period                                                     $ 3,330             $ (458)              $ 3,330
                                                                  ================  =================  ====================

Supplemental Disclosure of Cash Flow Informantion

         Cash paid for interest                                               $ -                $ -                   $ -
                                                                  ================  =================  ====================

         Cash paid for taxes                                                  $ -                $ -                   $ -
                                                                  ================  =================  ====================




           The accompanying notes are an integral part of these financial statements

</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>

                                             INTREorg Systems, Inc.
                                         (A Development Stage Company)
                                       Statement of Stockholders' Deficit
                                                December 31, 2008


                                                                                                     Deficit
                                                                                                  Accum. During
                                       Comon Stock                       Preferred A Stock        the Development
                                      # of Shares       Amount        # of Shares    Amount           Stage            Totals
                                     --------------  --------------  ------------- ------------  -----------------  --------------
<S>                                  <C>             <C>             <C>           <C>           <C>                <C>
Balance - November 3, 2003                       -             $ -                         $ -                $ -             $ -
   Stock issued for cash                 1,000,000           5,000                                                          5,000
Net Loss for period                                              -                                         (3,325)         (3,325)
                                     --------------  --------------  ------------  ------------  -----------------  --------------
Balance - December 31, 2003              1,000,000           5,000             -             -             (3,325)          1,675
                                     --------------  --------------  ------------  ------------  -----------------  --------------

   Stock issued for cash                    33,000          16,500       169,100       169,100                            185,600
   Stock issued for services               145,833             729                                                            729
   Stock issued for compensation           448,333          13,518                                                         13,518
Net Loss for period                                                                                      (605,823)       (605,823)
                                     --------------  --------------  ------------  ------------  -----------------  --------------
Balances - December 31, 2004             1,627,166          35,747       169,100       169,100           (609,148)       (404,301)

   Stock issued for cash                    64,000          32,000        76,000        76,000                            108,000
   Stock issued for services               297,000           8,850                                                          8,850
   Stock issued for compensation            61,000          30,500                                                         30,500
   Stock issued for interest               990,000           9,900         2,000         2,000                             11,900
Net Loss for period                                                                                      (657,305)       (657,305)
                                     --------------  --------------  ------------  ------------  -----------------  --------------
Balances - December 31, 2005             3,039,166         116,997       247,100       247,100         (1,266,453)       (902,356)

   Stock issued for services               250,000         125,000                                                        125,000
   Stock issued for interest             1,831,250          18,313                                                         18,313
Net Loss for period                                                                                      (313,399)       (313,399)
                                     --------------  --------------  ------------  ------------  -----------------  --------------
Balances - December 31, 2006             5,120,416         260,310       247,100       247,100         (1,579,852)     (1,072,442)

   Stock issued for services               812,000           8,120                                                          8,120
   Stock issued for interest             2,635,000          26,350                                                         26,350
Net Loss for period                                                                                      (383,975)       (383,975)
                                     --------------  --------------  ------------  ------------  -----------------  --------------
Balances - December 31, 2007             8,567,416         294,780       247,100       247,100         (1,963,827)     (1,421,947)
                                     --------------  --------------  ------------  ------------  -----------------  --------------

   Stock issued for services               625,000           6,250                                                          6,250
   Stock issued for interest               757,500           7,575                                                          7,575
   Convert preferred to common             247,100         247,100      (247,100)     (247,100)                                 -
   Reconciliation differences              108,000                                                                              -
Net Loss for period                                                                                      (293,201)       (293,201)
                                     --------------  --------------  ------------  ------------  -----------------  --------------
Balances - December 31, 2008            10,305,016       $ 555,705             -           $ -       $ (2,257,028)    $(1,701,323)
                                     ==============  ==============  ============  ============  =================  ==============






                   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       24
<PAGE>

                             INTREorg Systems, Inc.
                          Notes to Financial Statements
                                December 31, 2008


Note 1. Organization and Summary of Significant Accounting Policies
        -----------------------------------------------------------

Organization:

Intreorg  Systems,  Inc.  (the Company) was  incorporated  under the laws of the
State of Texas on November 3, 2003. The Company was organized for the purpose of
providing internet  consulting and "back office" services to companies.  As well
as, to pursue any other lawful business opportunity as decided upon by the board
of directors. The Company's fiscal year end is December 31st.

Basis of Presentation - Development Stage Company

The  Company  has  not  earned  significant   revenues  from  limited  principal
operations.  Accordingly,  the Company's  activities  have been accounted for as
those of a "Development  Stage Enterprise" as set forth in Financial  Accounting
Standards Board  Statement No. 7 ("SFAS 7"). Among the  disclosures  required by
SFAS & are that the Company's  financial  statements be identified as those of a
development stage company, and that the statements of operations,  stockholders'
equity  (deficit)  and  cash  flows  disclose  activity  since  the  date of the
Company's inception.

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting  principles  generally  accepted in the
United States.

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.


                                       25
<PAGE>

                             INTREorg Systems, Inc.
                          Notes to Financial Statements
                                December 31, 2008


Net Loss Per Share

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

Property and Equipment

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

Other Comprehensive Income

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

Note 2 - Federal Income Tax
         ------------------

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

The  Financial  Accounting  Standards  Board  (FASB)  has  issued  Statement  of
Financial Accounting  Standards Number 109 ("SFAS 109"),  "Accounting for Income
Taxes,"  which  requires  a change  from the  deferred  method  to the asset and
liability  method of accounting for income taxes.  Under the asset and liability
method,  deferred  income  taxes  are  recognized  for the tax  consequences  of
"temporary  differences" by applying  enacted  statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.


                                                2008
Deferred tax assets:
Net operating loss carryforwards            $  2,152,544
Valuation allowance                           (2,152,544)
                                             ------------
Net deferred tax assets                        $   -

At December  31,  2008,  the Company had net  operating  loss carry  forwards of
approximately $2,152,544 for federal income tax purposes. These carryforwards if
not utilized to offset taxable income will begin to expire in 2018.


                                       26
<PAGE>

                             INTREorg Systems, Inc.
                          Notes to Financial Statements
                                December 31, 2008

Note 3 - Capital Stock Transactions
         --------------------------

During the year ended December 31, 2008, the Company,  pursuant to a vote of the
stockholders  approved  an  increase in the  authorized  shares from  10,000,000
shares to 100,000,000  shares.  At December 31, 2008,  the Company's  authorized
capital  consists of  100,000,000  shares of common  stock with no par value and
10,000,000 shares of preferred stock at no par value.

During the year ended December 31, 2008, the Company,  pursuant to a vote of the
stockholders approved the conversion of the 247,100 shares of preferred stock to
247,100  shares of restricted  common stock was approved.  The preferred  shares
were convertible at a rate of 1 share of preferred for 1 share for common stock,
at the discretion of the  shareholder  or the Company.  The Company does not pay
dividends on and there are no dividend preferences on its preferred shares.

During the year ended December 31, 2008, the Company did not issue any shares of
its common stock for cash.

During the year ended  December 31, 2008,  the Company  issued 625,000 shares of
its common stock for services rendered valued at $6,250.

During the year ended  December 31, 2008, the Company also issued 757,500 shares
of its common stock for interest to providers of bridge loans valued at $7,575.

Note 4 - Going Concern
         -------------

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of  business.  The  Company's  current
liabilities exceed the current assets by $1,712,530 at December 31, 2008. During
the year ended December 31, 2008, the Company generated revenues of $750 against
expenses of $293,951, resulting in a net loss of $293,201. At December 31, 2008,
the  Company  had  a  deficit   accumulated  during  its  development  stage  of
$2,257,028.

The Company is in the  development  stage and has earned  minimal  revenues from
operations.  The  Company's  ability to continue as a going concern is dependent
upon its  ability  to develop  additional  sources of capital or locate a merger
candidate  and  ultimately,  achieve  profitable  operations.  There  can  be no
assurance  that the Company will be successful in obtaining such  financing,  or
that it will attain positive cash flow from operations. Management believes that
actions  presently  being taken to revise the Company's  operating and financial
requirements  provide  the  opportunity  for the  Company to continue as a going
concern.  The accompanying  financial  statements do not include any adjustments
that might result from the outcome of these uncertainties. Management is seeking
new capital to carry forward the purposes of the Company.



                                       27
<PAGE>

                             INTREorg Systems, Inc.
                          Notes to Financial Statements
                                December 31, 2008

Note 5 - Interim Financing
         -----------------

During the year ended  December  31,  2008,  the Company has paid  approximately
$5,000 in bridge  loans.  Prior to  January  1,  2008,  the  Company  had raised
$494,386 to be able to continue  operations.  During the year ended December 31,
2008,  the Company raised an additional  $73,500 in cash to support  operations.
These  loans  carry  interest  rates from 6% to 10% per annum and have due dates
between 90 and 180 days.  The  providers of these loans were also given  "equity
kickers" of stock in the amount of 1 share of common  stock for each one cent of
loan amount.  At renewal time the providers  were given an equal amount of stock
while the interest was accrued.

Note 6 - Business Segment Information

INTREorg Systems,  Inc. is structured to operate primarily in a single operating
segment,  namely the providing of internet consulting and "back office" services
to other companies.  This consists in offering internet consulting,  accounting,
payroll,  accounts  receivable and accounts  payable  management.  There already
exists a number of larger better  established  companies in this segment and the
Company will most likely experience some difficulty in attracting clients.

















                                       28
<PAGE>

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

Not applicable.


ITEM 9A. CONTROLS AND PROCEDURES
--------------------------------

The Company  maintains a system of disclosure  controls and procedures  that are
designed for the purposes of ensuring that information  required to be disclosed
in our SEC reports is recorded,  processed,  summarized, and reported within the
time periods  specified in the SEC rules and forms, and that such information is
accumulated and  communicated  to our management,  including the Chief Executive
Officer as appropriate to allow timely decisions regarding required disclosure.

Management,  after  evaluating  the  effectiveness  of the Company's  disclosure
controls  and  procedures  as  defined in  Exchange  Act Rules  13a-14(c)  as of
December 31, 2008 (the  "Evaluation  Date")  concluded that as of the Evaluation
Date, the Company's  disclosure controls and procedures were effective to ensure
that material information relating to the Company would be made known to them by
individuals within those entities,  particularly during the period in which this
annual report was being prepared and that  information  required to be disclosed
in our SEC reports is recorded,  processed,  summarized, and reported within the
time periods specified in the SEC's rules and forms.

ITEM 9A(T). CONTROLS AND PROCEDURES
-----------------------------------

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

This  annual  report  does not  include  a  report  of  management's  assessment
regarding internal control over financial  reporting or an attestation report of
the  Company's  registered  public  accounting  firm due to a transition  period
established by rules of the Securities and Exchange  Commission for newly public
companies

ITEM 9B. OTHER INFORMATION
--------------------------

Not applicable.


                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
---------------------------------------------------------------

The following table sets forth  information as to persons who currently serve as
INTREorg  directors or executive  officers,  including their ages as of December
31, 2008.

Name                         Age        Position

Denis L. Iler(1)              44        President, CEO, Director
Austin Andres(2)              56        Chief Operating Officer, Director
Jeff Huitt(3)                 47        Chief Financial Officer, Director
Redgie Green                  53        Director
Russell K. Boyd(4)            37        Director and Chairman of the Board
Wesley F. Whiting(5)          73        Director

     (1)  Denis L. Iler resigned as the President,  Chief Executive  Officer and
          Director On March 25, 2009.
     (2)  Austin  Andres  resigned as the Chief  Operating  Officer on April 11,
          2009.
     (3)  Jeff Huitt resigned as Chief Financial Officer on April 11, 2009.
     (4)  Russell  K.  Boyd  was  appointed  the  Chief  Executive  Officer  and
          President on March 25, 2009.
     (5)  Wesley F. Whiting resigned as Director effective January 8, 2009.

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

The  directors  named  above will  serve  until the next  annual  meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors absent any employment agreement.  There is no
arrangement or  understanding  between the directors and officers of the Company
and any other  person  pursuant to which any director or officer was or is to be
selected as a director or officer.

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

Biographical Information

Management will not devote full time to the Company's  affairs,  but will devote
sufficient  time until the operations and working capital of the Company require
more time to be devoted  and any time spent  will be  devoted to  screening  and
assessing and, if warranted, negotiating to acquire business opportunities.

Russell K. Boyd,  age 37, has served as Chairman of the Board of  Directors  for
the Company  since  November of 2004.  In April 2009, he was appointed the Chief
Executive Officer and acting principal  accounting officer. He has experience in
the electronic  data processing and consulting  industries  leading and managing
project delivery teams. He currently independently contracts his services to the
government  sector.  Previous to this, Mr. Boyd was employed by Electronic  Data
Systems  (EDS)  and for a seven  year  period  worked on a  variety  of  service
delivery and consulting  projects.  Prior to EDS, Mr. Boyd's career  consists of
progressively broader roles and responsibilities with TIER Technologies, Inc. He
holds a Bachelor of Arts Degree in Computer  Information  Systems from  Tarleton
State University.

Austin  Andres,  age 56,  became Chief  Operating  Officer and a director of the
Company in January  2008.  Mr.  Andres has served in financial  and  information
systems  positions during his 22 year career with Qwest  Communications.  He has
experience in leading and managing teams  providing  actionable  information for

                                       29
<PAGE>

operating  decisions  from diverse  information  sources.  His current  position
focuses on delivery of financial  and  operational  performance  information  to
business  units.  Mr.  Andres  holds  Master  Degrees  in  Accounting  from  the
University  of  Colorado  -  Denver  and  a  Bachelor's   Degree  in  Management
Information  Science  from the  University  of  Northern  Colorado.  He holds an
inactive CPA license in the State of Colorado.

Redgie  Green,  age 53, is  Director  of  INTREorg  Services,  Inc.  He has been
Secretary and Director of Sun River Energy, Inc. since 1998 and in January 2009,
became the  President  of Sun River  Energy.  Mr.  Green has been  co-owner  and
operator of Green's B&R Enterprises,  a wholesale donut baker since 1983. He has
been an active  investor in small capital and high-tech  adventures  since 1987.
Mr.  Green was a director of  Colorado  Gold & Silver,  Inc.  in 2000.  He was a
director for Houston  Operating Company during 2004. He served as a director for
Mountains West Exploration,  Inc. in 2005. He is a Director of Concord Ventures,
Inc.  (2006) and Aspeon,  Inc.  (2006) and has been  appointed as an officer and
director  of Captech  Financial,  Inc.  in May 2006.  He served as a director of
Baymark Technologies, Inc. 2005-2006.

Jeff Huitt, age 47, became Chief Financial Officer and a director in April 2007.
On April 11, 2009, he resigned as the Chief  Financial  Officer of INTREorg.  He
also serves as Chief  Financial  Officer at XsunX,  Inc.  Located in the Golden,
Colorado research facility;  his responsibilities  include operations management
and  coordination  of resources.  He has over 20 years  experience in leadership
positions of both larger organizations and start ups, most recently as President
of Parking Stripes  Advertising,  a private  start-up media company from October
2006 to  August  2007.  Prior to  that,  he was  COO/CFO  of a  startup  defense
contractor guiding the company through high growth and a  recapitalization  from
January 2004 to October 2006. His additional  experience includes CFO of iSherpa
Capital, from October 2001 to January 2004 and Controller of Qwest Wireless from
1996 to  2000.  Mr.  Huitt  also  serves  as a  director  of both  International
Paintball  Association,  Inc. and Qlinks of America, Inc. Mr. Huitt is a CPA and
holds two  degrees  from the  University  of Denver:  a  Bachelor  of Science in
Accounting and a Master's in Business Administration.

Denis L. Iler,  age 44,  became  Chief  Executive  Officer and a director of the
Company in January 2008 and resigned both  positions in March 2009.  Mr. Iler is
currently the CEO and a member of the board of  directors.  He holds a Six Sigma
Black Belt for Tandberg Data Corp. His primary  responsibilities include quality
reporting to a major computer hardware supplier  worldwide.  He has more than 20
years  experience in the data storage  industry.  Previously,  he served as Vice
President  of Quality and Customer  support for Exabyte and Ecrix  Corporations.
While at Exabyte he also formed and managed its industry International Technical
Support  division.  During this period,  he managed up to six Technical  Support
offices located  throughout Europe and the Far East. His diverse background also
includes Quality leadership and statistical  analysis through the use of the Six
Sigma methodology.

Wesley F. Whiting,  Director, age 75, resigned as a Director on January 8, 2009.
Mr. Whiting was President,  director,  and Secretary of Berge Exploration,  Inc.
(1978-88) and President, Vice President, and director of NELX, Inc. (1994-1998),
and was  Vice  President  and  director  of  Intermountain  Methane  Corporation
(1988-1991),  and President of Westwind Production,  Inc. (1997-1998).  He was a
director of Kimbell  deCar  Corporation  from 1998,  until 2000 and he served as
President and a director of Sun River Energy,  Inc. from 1998 through January 9,
2009.  He was a Director of Colorado  Gold & Silver,  Inc. from 1999 to 2000. He
was President and director of Business  Exchange Holding Corp. from 2000 to 2002
and Acquisition Lending, Inc. (2000-2002). He was director and Vice President of
Utilitec,  Inc, 1999 to 2002,  and has been Vice  President and director of Agro
Science,  Inc. since 2001. He was President and director of Premium Enterprises,
Inc. from October 2002 to December 31, 2002. He was Vice  President and director
of  Evergreen  Associates,  Inc.  and Resource  Science,  Inc. He was  appointed
Director  and  Secretary  of BSA  SatelLINK,  Inc.  in 2002  till  2008.  He was
President and Director of Fayber Group, Inc. 2003, 2005 when he resigned. He was
a Director of Legacy  Technology  Holdings,  Inc. from 2003 through 2009. He was

                                       30
<PAGE>

appointed  as an officer  and  director of Captech  Financial,  Inc. in May 2006
through 2008. He served as a director of Baymark  Technologies,  Inc. 2005-2006.
He was a director  of Concord  Ventures,  Inc.  (2006 - 2009) and  Aspeon,  Inc.
(2006-2009).

Annual Meeting

The annual meeting of INTREorg  stockholders  is expected to be held at a future
date as soon as practicable.  This will be an annual meeting of stockholders for
the election of  directors.  The annual  meeting will be held at the  INTREorg's
principal office or at such other place as permitted by the laws of the State of
Texas  and on such  date as may be  fixed  from  time to time by  resolution  of
INTREorg's board of directors.

Committees of the Board of Directors

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

Executive Committee

Members of the INTREorg  Executive  Committee are as follows:  Austin Andres and
Jeff Huitt.

Audit Committee

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

Previous "Blank Check" or "Shell" Company Involvement

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

Conflicts of Interest

The officers and directors of the Company will not devote more than a portion of
their time to the affairs of the Company.  There will be occasions when the time
requirements of the Company's  business conflict with the demands of their other
business and investment activities.  Such conflicts may require that the Company
attempt to employ additional personnel.  There is no assurance that the services
of such  persons  will be  available  or that they can be  obtained  upon  terms
favorable to the Company.

Conflicts of Interest - General

Certain of the  officers and  directors  of the Company may be directors  and/or
principal  shareholders of other companies and, therefore,  could face conflicts
of interest with respect to potential  acquisitions.  In addition,  officers and
directors  of the Company may in the future  participate  in business  ventures,
which could be deemed to compete directly with the Company. Additional conflicts
of interest and non-arms length transactions may also arise in the future in the
event the Company's  officers or directors are involved in the management of any
firm with which the Company transacts business. The Company's Board of Directors
has  adopted  a  policy  that the  Company  will  not  seek a  merger  with,  or
acquisition of, any entity in which  management  serve as officers or directors,
or in which they or their  family  members own or hold a  controlling  ownership
interest. Although the Board of Directors could elect to change this policy, the
Board of  Directors  has no  present  intention  to do so. In  addition,  if the

                                       31
<PAGE>

Company and other companies with which the Company's  officers and directors are
affiliated  both desire to take advantage of a potential  business  opportunity,
then the Board of Directors has agreed that said opportunity should be available
to each such company in the order in which such  companies  registered or became
current in the filing of annual  reports  under the Exchange Act  subsequent  to
January 1, 1997.

ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

The  following  table sets forth the  compensation  paid to  officers  and board
members  during the fiscal years ended  December 31,  2008,  2007 and 2006.  The
table sets forth this  information for INTREorg,  including  salary,  bonus, and
certain other compensation to the Board members and named executive officers for
the past three fiscal  years and  includes all Board  Members and Officers as of
December 31, 2008.

<TABLE>
<CAPTION>

                              SUMMARY EXECUTIVES COMPENSATION TABLE


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

Denis L. Iler,       2008     0         0        $1,000      0       0             0              $250            $1,250
President, CEO &     2007     0         0        0           0       0             0              0               0
Director(1)          2006     0         0        0           0       0             0              0               0
-------------------- -------- --------- -------- ----------- ------- ------------- -------------- --------------- ----------
Austin Andres, COO   2008     0         0        $1,000      0       0             0              0               $1,000
& Director(2)        2007     0         0        0           0       0             0              0               0
                     2006     0         0        0           0       0             0              0               0
-------------------- -------- --------- -------- ----------- ------- ------------- -------------- --------------- ----------
Jeff Huitt, CFO &    2008     $9,800    0        0           0       0             0              0               $9,800
Director(3)          2007     $15,900   0        0           0       0             0              0               $15,900
                     2006     0         0        0           0       0             0              0               0
</TABLE>

(1)  Mr.  Denis Iler  resigned as a director and officer of the Company in March
     2009.  During the year ended  December 31, 2008, Mr. Iler 100,000 shares of
     the Company's common stock valued at $1,000 for his consulting  services as
     an officer of the Company.  During the year ended  December  31,  2008,  he
     received 25,000 shares of common stock valued at $250 for his services as a
     director.
(2)  Mr. Andres resigned as an officer of the Company in April 2009.  During the
     year ended  December 31, 2008, he received  100,000 shares of the Company's
     common stock valued at $1,000 for his consulting  services as an officer of
     the Company.
(3)  Mr. Huitt  resigned as an officer of the Company in April 2009. The Company
     paid Huitt Consulting, LLC $50 per hour for work performed by Jeff Huitt as
     the Company's  contract CFO.  During the year ended  December 30, 2008, the
     Company paid Mr. Huitt cash of $2,850 and accrued $6,950 in connection with
     his services.

                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

INTREorg does not have a stock option plan as of December 31, 2008. There was no
grant of stock options to the Chief Executive  Officer and other named executive
officers during the fiscal year ended December 31, 2007 and 2008.

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

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

                                       32
<PAGE>

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

Compensation Committee Interlocks and Insider Participation

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

Stock Option Plan

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

                              Director Compensation

The Company pays $500 for Directors fees for meeting attendance,  unless the fee
is waived.  Prior to the appointment of additional  board members in April 2008,
the Company had a single director.

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended December 31, 2008:


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

Russell K.        $-0-       $2,000       $-0-          $-0-            $-0-            $-0-         $2,000
Boyd(1)
-------------- ----------- ----------- ----------- --------------- --------------- ---------------- ---------
Denis L.          $-0-        $250        $-0-          $-0-            $-0-           $1,000        $1,250
Iler(2)
-------------- ----------- ----------- ----------- --------------- --------------- ---------------- ---------
Austin            $-0-        $-0-        $-0-          $-0-            $-0-           $1,000        $1,000
Andres(3)
-------------- ----------- ----------- ----------- --------------- --------------- ---------------- ---------
Jeff Huitt(4)     $-0-        $-0-        $-0-          $-0-            $-0-           $9,800         $-0-
-------------- ----------- ----------- ----------- --------------- --------------- ---------------- ---------
Redgie            $-0-        $250        $-0-          $-0-            $-0-            $-0-          $-0-
Green(5)
-------------- ----------- ----------- ----------- --------------- --------------- ---------------- ---------
Wesley F.         $-0-        $250        $-0-          $-0-            $-0-            $-0-          $-0-
Whiting(6)
</TABLE>

     (1)  Mr. Boyd received  200,000 shares of the Company's  restricted  common
          stock valued at $2,000.
     (2)  Mr.  Denis Iler  resigned as a director  and officer of the Company in
          March 2009.  During the year ended December 31, 2008, Mr. Iler 100,000
          shares  of the  Company's  common  stock  valued  at  $1,000  for  his
          consulting  services  as an  officer of the  Company.  During the year
          ended  December 31, 2008,  he received  25,000  shares of common stock
          valued at $250 for his services as a director.
     (3)  Mr. Andres resigned as an officer of the Company in April 2009. During
          the year ended  December 31, 2008, he received  100,000  shares of the
          Company's common stock valued at $1,000 for his consulting services as
          an officer of the Company.

                                       33
<PAGE>


     (4)  Mr.  Huitt  resigned as an officer of the  Company in April 2009.  The
          Company paid Huitt Consulting,  LLC $50 per hour for work performed by
          Jeff  Huitt as the  Company's  contract  CFO.  During  the year  ended
          December  30,  2008,  the  Company  paid Mr.  Huitt cash of $2,850 and
          accrued $6,950 in connection with his services.
     (5)  During the year ended  December 31, 2008,  Mr. Green  received  25,000
          shares of common stock valued at $250 for his services.
     (6)  Wesley F. Whiting has resigned as Director  effective January 8, 2009.
          During the year ended December 31, 2008, Mr. Whiting  received  25,000
          shares of common stock valued at $250 for his services.

Limitation on Liability and Indemnification

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

The TBCA  provides  that a Texas  corporation  must  indemnify  a person who was
wholly  successful,  on the merits or otherwise,  in defense of any  threatened,
pending,  or completed  action,  suit, or proceeding,  whether civil,  criminal,
administrative,   or   investigative   and   whether   formal  or   informal  (a
"Proceeding"),  in which he or she was a party  because  the  person is or was a
director,  against reasonable expenses incurred by him or her in connection with
the Proceeding,  unless such indemnity is limited by the corporation's  articles
of  incorporation.  INTREorg  articles of  incorporation do not contain any such
limitation.

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

The TBCA, unless otherwise  provided in the articles of  incorporation,  a Texas
corporation  may  indemnify  an officer,  employee,  fiduciary,  or agent of the
corporation to the same extent as a director and may indemnify such a person who
is not a director to a greater extent,  if not  inconsistent  with public policy
and if provided  for by its bylaws,  general or specific  action of its board of

                                       34
<PAGE>

directors or  shareholders,  or  contract.  INTREorg  articles of  incorporation
provide for indemnification of directors,  officers, employees,  fiduciaries and
agents of INTREorg to the full extent permitted by Texas law.

INTREorg  articles of incorporation  also provide that INTREorg may purchase and
maintain  insurance  on behalf of any person who is or was a director or officer
of  INTREorg  or who is or was serving at the request of INTREorg as a director,
officer or agent of another  enterprise  against any liability  asserted against
him or her and incurred by him or her in any such capacity or arising out of his
or her status as such, whether or not INTREorg would have the power to indemnify
him or her against such liability.

                      EQUITY COMPENSATION PLAN INFORMATION

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


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

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

     o    each  person who is known by INTREorg  to be the  beneficial  owner of
          five percent (5%) or more of INTREorg common stock;
     o    INTREorg's chief executive officer, its other executive officers,  and
          each  director  as  identified   in  the   "Management   --  Executive
          Compensation" section; and
     o    all of the Company's directors and executive officers as a group.

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

The information  below is based on the number of shares of INTREorg common stock
that  INTREorg  believes was  beneficially  owned by each person or entity as of
December 31, 2008.

<TABLE>
<CAPTION>

                                                            Number of Shares of
                                                               Common Stock           Percent of Class
Name and Address of Beneficial Owner (1)                    Beneficially Owned     Beneficially Owned (7)
--------------------------------------------------------- ------------------------ -----------------------
<S>                                                       <C>                      <C>

Russell K. Boyd, Chairman of the Board (2)                              1,234,000                  11.97%

Denis L. Iler, President, CEO, Director(3)                                125,000                   1.21%

Austin Andres, Chief Operating Officer, Director(4)                       100,000                     <1%

Jeff Huitt, Chief Financial Officer, Director (5)                         300,000                   2.91%

                                       35
<PAGE>

                                                            Number of Shares of
                                                               Common Stock           Percent of Class
Name and Address of Beneficial Owner (1)                    Beneficially Owned     Beneficially Owned (7)
--------------------------------------------------------- ------------------------ -----------------------

Redgie Green, Director                                                     25,000                     <1%

Wesley F. Whiting, Director (6)                                            25,000                     <1%
                                                          ------------------------ -----------------------

All directors and executive officers as a group (six                    1,809,000                  17.55%
persons)
</TABLE>

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

(2)  Mr. Boyd has Proxy Control of 900,000 shares  previously  held by Mr. Alton
     Smith. Mr. Boyd has direct - control of 534,000 common shares  representing
     3.4% of the outstanding shares of common stock.

(3)  Mr. Andres resigned as the COO of the Company in April 2009.

(4)  Mr. Iler resigned as the President, CEO and Director in March 2009.

(5)  Through Huitt Consulting,  LLC. Mr. Huitt is the Managing Member. Mr. Huitt
     resigned as the Chief Financial Officer in April 2009.

(6)  Mr. Whiting resigned as a Director on January 8, 2009.

(7)  Based on  10,305,016  shares of common  stock  issued  and  outstanding  on
     December 31, 2008.

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


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

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

The  following  table shows the  issuances  of stock,  in lieu for  services for
compensation to officers or directors or affiliates in 2007 and 2008:

                     Date of       Number of
     Name            Issuance        Shares     Position
     ----            --------      ---------    --------
Russell K. Boyd       1/4/2007       212,000    Director

Huitt Consulting,     04/23/2007     300,000    *
LLC.*
                                                Chief
                                                Operating
Austin Andres         03/14/2008     100,000    Officer &
                                                Director

                                       36
<PAGE>

Russell K. Boyd       03/14/2008     200,000    Director

Redgie Green          03/14/2008      25,000    Director

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

Wesley F. Whiting     03/14/2008      25,000    Director
                                    -----------
Total                                987,000

     * Huitt  Consulting,  LLC is a company of which Mr. Jeff Huitt,  the acting
     Chief Financial Officer and Director of the Company, is a managing member

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

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

In April 2009, Mr. Huitt resigned as the Chief Financial Officer of INTREorg. In
April 2009, Mr. Andre resigned as the Chief Operating Officer of INTREorg.  Both
Messrs. Huitt and Andre have remained as directors of the Company.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
-----------------------------------------------

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

The  following  table  represents  aggregate  fees billed to the Company for the
years ended  December 31, 2008 and December  31, 2007 by Larry  O'Donnell,  CPA,
P.C.  The  Company's  audit  for  2007  was  preformed  and paid for in 2008 and
therefore the Company did not pay any audit fees during the year ended  December
31, 2007.

                                        Year Ended December 31,
                                   2008                     2007
                           ---------------------      -------------------
Audit Fees                        $1,400                    $-0-

Audit-related Fees

Tax Fees

All Other Fees

                          ---------------------      -------------------
Total Fees                        $1,400                    $-0-


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


                                       37
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
------------------------------------------------

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


(a)  Audited financial statements for years ended December 31, 2008 and 2007

(b)  Exhibit No.           Description
     -----------           -----------
      3.1            Articles of Incorporation (1)

      3.2            Articles of Amendment (1)

      3.7            Bylaws of INTREorg Systems, Inc. (1)

      31.1           Certification of Chief Executive Officer pursuant to
                     Section 302 of the Sarbanes-Oxley Act

      32.1           Certification of Principal Executive Officer pursuant to
                     Section 906 of the Sarbanes-Oxley Act


(1)  Incorporated by reference from the exhibits  included in the Company's Form
10 filed with the Securities and Exchange  Commission  (www.sec.gov),  dated May
29, 2008. A copy can be provided by mail,  free of charge,  by sending a written
request to  INTREorg  Systems,  Inc.,  501 Trophy Lake Dr,  Suite 314,  PMB 106,
Trophy Club, TX 76262.


                                       38
<PAGE>

                                   SIGNATURES

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

Dated: April 15, 2009
                                          INTREorg Systems, Inc.

                                          /s/ Russell K. Boyd
                                          --------------------------------------
                                          Russell K. Boyd, President, CEO,
                                          (Principal Accounting Officer)
                                          and Director


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

Dated: April 15, 2009
                                          INTREorg Systems, Inc.


                                          /s/ Jeff Huitt
                                          --------------------------------------
                                          Jeff Huitt,  Director

                                          /s/ Redgie Green
                                          --------------------------------------
                                          Redgie Green, Director

                                          /s/ Russell K. Boyd
                                          --------------------------------------
                                          Russell K. Boyd, Chief Executive
                                          Officer, President and Director,
                                          Chairman of the Board







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