U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q/A


AMENDMENT
NO. 1




þQuarterly report under Section 13 or
15(d) of the Securities Exchange Act of 1934


For
the quarterly period ended June 30, 2010





 ̈Transition report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934





Commission
File No. 0-52810







ITRACKR
SYSTEMS, INC.


(A
Development Stage Company)(formerly Must Haves, Inc.)


(Exact
name of registrant as specified in its charter)





Florida
                    (State
      or other jurisdiction of
                    incorporation
      or organization)
                  
                  05-0597678
                    (I.R.S.
      Employer Identification
                    Number)20423
      State Road 7 Suite F6490
                    Boca
      Raton, FL
                    (Address
      of principal executive
                    offices)
                  
                  33498
                    (Zip
      Code)





(561)
213-4458


(Registrant’s
telephone number, including area code)





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 requirement for
the past 90 days.  Yes þ  No  ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes  ̈No  ̈




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




Large
      accelerated filer
             ̈
            
            Accelerated
      filer
            oNon-accelerated
      filer
             ̈
            
            Smaller
      reporting company
            þ





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




Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  At October 18, 2010 the
registrant had outstanding 20,319,997 shares of common stock, no par value per
share.












EXPLANATORY
NOTE





On
January 12, 2010, the Company closed a share exchange transaction (the “Share
Exchange”) pursuant to which it (i) became the 100% parent of iTrackr, Inc., a
Florida corporation (“iTrackr”), (ii) assumed the operations of iTrackr, and
(iii) changed its name from Must Haves, Inc. to iTrackr Systems, Inc. The
Company reported the closing of the Share Exchange in the Current Report on Form
8-K filed with the Securities and Exchange Commission on January 19, 2010. This
Quarterly Report on Form 10-Q/A contains information regarding the Company and
iTrackr, as indicated herein.





In
connection with our quarterly report on Form 10-Q for the three
months ended June 30,2010 we are filing this Amendment No. 1
to include the following information:





Restatement of Financial
Statements and Related Footnotes





The June
30, 2010 financial statements have been restated as a result of the re review of
our financial statements by Bedinger and Company.  Our second quarter
2010 and fiscal year 2009 and 2008 financial statements were required to be re
reviewed and re audited, respectively as a result of the revocation of the
registration of the former auditor by the Public Company Accounting Oversight
Board (“PCAOB”) because of deficiencies in the conduct of certain of its audits
and procedures.  Accordingly, we have updated this Form 10-Q/A to
reflect the following:





1.
            To
      re report the financial statements of iTrackr Systems, Inc. for the years
      ended December 31, 2009 after being audited by Bedinger and
      Company.


2.
            To
      restate our financial statements for the three and six months ended June
      30, 2010 and year ended December 31, 2009.  Please see footnote
      L for a complete discussion.




Restatement of Item
4(t).  Controls and Procedures





As a
result of the review by our new auditor, Bedinger and Company and resulting
restatement as described above, management has concluded that our disclosure
controls and procedures and controls over financial reporting are
ineffective.







ITRACKR SYSTEMS, INC.


FORM
10-Q/A


TABLE OF
CONTENTS





PAGEPART
      I - FINANCIAL INFORMATIONItem
      1.
                              Financial
      StatementsConsolidated
      Balance Sheets as of June 30, 2010 (Restated) (Unaudited) and December 31,
      2009 (Restated)
                              1Consolidated
      Statements of Operations (Unaudited) For the Three and Six Months Ended
      June 30, 2010 (Restated) and 2009 and the Period May 10, 2006 (Date of
      Inception) to June 30, 2010
                              2Consolidated
      Statement of Stockholders' Equity (Unaudited) For the Six Months Ended
      June 30, 2010 (Restated)
                              3Consolidated
      Statements of Cash Flows (Unaudited) For the Three and Six Months Ended
      June 30, 2010 (Restated) and 2009 and the Period May 10, 2006 (Date of
      Inception) to June 30, 2010
                              4Notes
      to Consolidated Financial Statements (Unaudited)
                              5-21Item
      2.
                              Management's
      Discussion and Analysis of Financial Condition andResults of
      Operations
                              22-27Item
      3.
                              Quantitative
      and Qualitative Disclosures About Market Risk
                              27Item
      4.
                              Controls
      and Procedures
                              27Item
      4(T).
                              Controls
      and Procedures
                              27PART
      II - OTHER INFORMATIONItem
      1.
                              Legal
      Proceedings
                              28Item
      1A.
                              Risk
      Factors
                              28Item
      2.
                              Unregistered
      Sales of Equity Securities and Use of Proceeds
                              28Item
      3.
                              Defaults
      Upon Senior Securities
                              29Item
      4.
                              Submission
      of Matters to a Vote of Security Holders
                              29Item
      5.
                              Other
      Information
                              29Item
      6.
                              Exhibits
                              29Signatures
                              
                              30







Item
1.  Financial Statements.





iTrackr
Systems, Inc.


(A
Development Stage Company)(formerly Must Haves, Inc.)


Balance
Sheets (Restated)


June
      30,
                                  
                                  
                                  December
      31,2010
                                  
                                  
                                  2009(Unaudited)

                                      (Restated)
                                  
                                  
                                  (Restated)AssetsCurrent
      AssetsCash
                                  
                                  $
                                  18,167
                                  
                                  
                                  $
                                  3,223Accounts
      receivable
                                  
                                  
                                  5,025
                                  
                                  
                                  
                                  5,786Other
      current assets
                                  
                                  
                                  15,000
                                  
                                  
                                  
                                  -Total
      Current Assets
                                  
                                  
                                  38,192
                                  
                                  
                                  
                                  9,009Fixed
      assets (Note B)
                                  
                                  
                                  206,211
                                  
                                  
                                  
                                  206,211Accumulated
      depreciation
                                  
                                  
                                  (124,780
                                  )
                                  
                                  
                                  (106,856
                                  )Net
      fixed assets
                                  
                                  
                                  81,431
                                  
                                  
                                  
                                  99,355Goodwill
      (Note C)
                                  
                                  
                                  92,697
                                  
                                  
                                  
                                  -Total
      Assets
                                  
                                  $
                                  212,320
                                  
                                  
                                  $
                                  108,364Liabilities
      and Stockholders' DeficitCurrent
      LiabilitiesAccounts
      payable & accrued expenses (Note D)
                                  
                                  $
                                  637,477
                                  
                                  
                                  $
                                  524,879Convertible
      promissory notes (Note E)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  25,000Promissory
      notes - related party (Note E)
                                  
                                  
                                  152,312
                                  
                                  
                                  
                                  151,312Total
      Current Liabilities
                                  
                                  
                                  789,789
                                  
                                  
                                  
                                  701,191Total
      Liabilities
                                  
                                  
                                  789,789
                                  
                                  
                                  
                                  701,191Stockholders'
      Deficit (Note F)Common
      stock, no par value 100,000,000 shares authorized; issued and outstanding
      20,031,999 and 13,990,413 at June 30, 2010 and December 31, 2009,
      respectively.
                                  
                                  
                                  3,142,768
                                  
                                  
                                  
                                  980,148Common
      stock payable
                                  
                                  
                                  92,466
                                  
                                  
                                  
                                  1,451,979Deficit
      accumulated during the development stage
                                  
                                  
                                  (3,812,703
                                  )
                                  
                                  
                                  (3,024,954
                                  )Total
      Stockholders' Deficit
                                  
                                  
                                  (577,469
                                  )
                                  
                                  
                                  (592,827
                                  )Total
      Liabilities and Stockholders' Deficit
                                  
                                  $
                                  212,320
                                  
                                  
                                  $
                                  108,364





The
accompanying notes are an integral part of these financial
statements


1





iTrackr
Systems, Inc.


(A
Development Stage Company)(formerly Must Haves, Inc.)


Statements
of Operation (Unaudited)


For the
Three and Six Months Ended June 30, 2010 and 2009 and the Period May 10, 2006
(Inception) to June 30, 2010





Three
      Months Ended
                                
                                
                                Six
      Months Ended
                                
                                
                                May
      10, 2006June
      30, (Unaudited)
                                
                                
                                June
      30, (Unaudited)
                                
                                
                                (Inception)
      to2010
                                
                                
                                2009
                                
                                
                                2010
                                
                                
                                2009
                                
                                
                                June
      30, 2010(Restated)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (Restated)Revenue
                                
                                $
                                7,833
                                
                                
                                $
                                265
                                
                                
                                $
                                18,575
                                
                                
                                $
                                1,360
                                
                                
                                $
                                47,905Operating ExpensesPersonnel
                                
                                
                                75,887
                                
                                
                                
                                126,983
                                
                                
                                
                                151,792
                                
                                
                                
                                200,863
                                
                                
                                
                                1,478,588Professional
      fees
                                
                                
                                38,358
                                
                                
                                
                                8,505
                                
                                
                                
                                100,914
                                
                                
                                
                                21,135
                                
                                
                                
                                918,180Stock
      compensation
                                
                                
                                52,500
                                
                                
                                
                                13,223
                                
                                
                                
                                430,959
                                
                                
                                
                                21,666
                                
                                
                                
                                1,101,816Travel
      and entertainment
                                
                                
                                200
                                
                                
                                
                                -
                                
                                
                                
                                200
                                
                                
                                
                                -
                                
                                
                                
                                39,747Facilities
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                30,238Communications
                                
                                
                                1,835
                                
                                
                                
                                945
                                
                                
                                
                                3,734
                                
                                
                                
                                3,076
                                
                                
                                
                                22,836Marketing
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                4,796
                                
                                
                                
                                49,865Website
                                
                                
                                11,396
                                
                                
                                
                                5,086
                                
                                
                                
                                17,638
                                
                                
                                
                                10,067
                                
                                
                                
                                144,133Depreciation
                                
                                
                                8,872
                                
                                
                                
                                8,896
                                
                                
                                
                                17,923
                                
                                
                                
                                17,845
                                
                                
                                
                                124,779General
                                
                                
                                2,190
                                
                                
                                
                                8,094
                                
                                
                                
                                8,503
                                
                                
                                
                                14,343
                                
                                
                                
                                37,781Total
      operating expenses
                                
                                
                                191,238
                                
                                
                                
                                171,732
                                
                                
                                
                                731,663
                                
                                
                                
                                293,791
                                
                                
                                
                                3,947,963Loss
      from operations
                                
                                
                                (183,405
                                )
                                
                                
                                (171,467
                                )
                                
                                
                                (713,088
                                )
                                
                                
                                (292,431
                                )
                                
                                
                                (3,900,058
                                )Other Income and (Expense)Interest
      expense
                                
                                
                                (3,418
                                )
                                
                                
                                (25,647
                                )
                                
                                
                                (7,161
                                )
                                
                                
                                (51,012
                                )
                                
                                
                                (183,378
                                )Other
      expense
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (173,000
                                )Other
      income
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                443,733Total
      other income and (expense)
                                
                                
                                (3,418
                                )
                                
                                
                                (25,647
                                )
                                
                                
                                (7,161
                                )
                                
                                
                                (51,012
                                )
                                
                                
                                87,355NET
      LOSS
                                
                                $
                                (186,823
                                )
                                
                                $
                                (197,114
                                )
                                
                                $
                                (720,249
                                )
                                
                                $
                                (343,443
                                )
                                
                                $
                                (3,812,703
                                )Net
      loss per common share basic and diluted
                                
                                $
                                (0.009
                                )
                                
                                $
                                (0.014
                                )
                                
                                $
                                (0.037
                                )
                                
                                $
                                (0.025
                                )Weighted
      average common shares outstanding basic and diluted
                                
                                
                                19,933,928
                                
                                
                                
                                14,004,438
                                
                                
                                
                                19,680,568
                                
                                
                                
                                14,004,438The
      average shares listed below were not included in the computation of
      diluted losses per share because to do so would have been antidilutive for
      the periods presented:Warrants
                                
                                
                                2,905,333
                                
                                
                                
                                1,050,000
                                
                                
                                
                                2,371,615
                                
                                
                                
                                1,050,000Stock
      options
                                
                                
                                5,505,000
                                
                                
                                
                                7,255,000
                                
                                
                                
                                5,505,000
                                
                                
                                
                                7,255,000Convertible
      promissory notes
                                
                                
                                -
                                
                                
                                
                                2,555,446
                                
                                
                                
                                -
                                
                                
                                
                                2,429,451





The
accompanying notes are an integral part of these financial
statements


2





iTrackr
Systems, Inc.


(A
Development Stage Company)(formerly Must Haves, Inc.)


Statement
of Stockholders' Equity (Deficit) (Restated)


For the
Six Months Ended June 30, 2010 (Restated) (Unaudited)


DeficitAccumulatedCommon Stock
                        
                        
                        
                        
                        
                        during
      the
                        
                        
                        TotalNumber
      of
                        
                        
                        
                        
                        
                        
                        
                        
                        Developmental
                        
                        
                        Stockholders'Shares
                        
                        
                        Amount
                        
                        
                        Payable
                        
                        
                        Stage
                        
                        
                        (Deficit)BALANCES
      December 31, 2009 (Restated)
                        
                        
                        13,990,413
                        
                        
                        $
                        980,148
                        
                        
                        $
                        1,519,479
                        
                        
                        $
                        (3,092,454
                        )
                        
                        $
                        (592,827
                        )Stock
      issued for conversion of debt
                        
                        
                        3,721,257
                        
                        
                        
                        1,444,480
                        
                        
                        
                        (1,402,013
                        )
                        
                        
                        
                        
                        
                        
                        42,467Stock
      issued for legal settlement
                        
                        
                        360,000
                        
                        
                        
                        108,000
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        108,000Stock
      issued for cash
                        
                        
                        166,666
                        
                        
                        
                        50,000
                        
                        
                        
                        50,000
                        
                        
                        
                        
                        
                        
                        
                        100,000Stock
      issued for services
                        
                        
                        389,025
                        
                        
                        
                        142,500
                        
                        
                        
                        (75,000
                        )
                        
                        
                        
                        
                        
                        
                        67,500Stock
      issued for accounts payable
                        
                        
                        101,000
                        
                        
                        
                        32,000
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        32,000Fair
      market value of warrants issued
                        
                        
                        
                        
                        
                        
                        320,459
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        320,459Shares
      issued in merger
                        
                        
                        1,303,638
                        
                        
                        
                        65,181
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        65,181Net
      loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        (720,249
                        )
                        
                        
                        (720,249
                        )BALANCES
      June 30, 2010 (Restated)
                        
                        
                        20,031,999
                        
                        
                        $
                        3,142,768
                        
                        
                        $
                        92,466
                        
                        
                        $
                        (3,812,703
                        )
                        
                        $
                        (577,469
                        )





The
accompanying notes are an integral part of these financial
statements


3





iTrackr
Systems, Inc.


(A
Development Stage Company)(formerly Must Haves, Inc.)


Statements
of Cash Flows (Unaudited)


For the
Three and Six Months Ended June 30, 2010  (Restated) and 2009 and the
Period May 10, 2006 (Inception) to June 30, 2010 (Restated)





Three
      Months Ended
                                    
                                    
                                    Six
      Months Ended
                                    
                                    
                                    May
      10, 2006June
      30, (Unaudited)
                                    
                                    
                                    June
      30, (Unaudited)
                                    
                                    
                                    (Inception)
      to2010
                                    
                                    
                                    2009
                                    
                                    
                                    2010
                                    
                                    
                                    2009
                                    
                                    
                                    June
      30, 2010(Restated)
                                    
                                    
                                    
                                    
                                    
                                    (Restated)
                                    
                                    
                                    
                                    
                                    
                                    (Restated)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                    
                                    $
                                    (186,823
                                    )
                                    
                                    $
                                    (197,114
                                    )
                                    
                                    $
                                    (720,249
                                    )
                                    
                                    $
                                    (343,443
                                    )
                                    
                                    $
                                    (3,812,703
                                    )Adjustments
      to reconcile net loss to net cash provided (used) by operating
      activities:Depreciation
                                    
                                    
                                    8,872
                                    
                                    
                                    
                                    8,896
                                    
                                    
                                    
                                    17,923
                                    
                                    
                                    
                                    17,845
                                    
                                    
                                    
                                    124,778Asset
      impairment
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    138,000Compensation
      expense on fair market value of options issued
                                    
                                    
                                    -
                                    
                                    
                                    
                                    13,223
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    21,666
                                    
                                    
                                    
                                    178,844Compensation
      expense on fair value of warrants issued
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    270,459
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    292,959Stock
      compensation expense
                                    
                                    
                                    52,500
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    160,500
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    630,013Common
      stock issued for accrued interest
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    466
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    163,237Common
      stock issued for accounts payable
                                    
                                    
                                    32,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    32,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    32,000Changes
      in operating accounts:Accounts
      receivable
                                    
                                    
                                    2,239
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    761
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (5,025
                                    )Other
      current assets
                                    
                                    
                                    1,562
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,562
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,562Accounts
      payable and accrued expenses
                                    
                                    
                                    22,163
                                    
                                    
                                    
                                    27,243
                                    
                                    
                                    
                                    83,427
                                    
                                    
                                    
                                    50,002
                                    
                                    
                                    
                                    608,306CASH
      (USED) BY OPERATING ACTIVITIES
                                    
                                    
                                    (67,487
                                    )
                                    
                                    
                                    (147,752
                                    )
                                    
                                    
                                    (153,151
                                    )
                                    
                                    
                                    (253,930
                                    )
                                    
                                    
                                    (1,648,029
                                    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Cash
      acquired in merger
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    95
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    95Acquisition
      of furniture and equipment
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (206,211
                                    )Other
      investing activities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (138,000
                                    )CASH
      PROVIDED (USED) BY INVESTING ACTIVITIES
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    95
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (344,116
                                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the issuance of stock warrants
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    50,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    50,000Issuance
      of common stock for cash
                                    
                                    
                                    50,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    100,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    100,000Repayment
      of related party notes
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (85,750
                                    )Proceeds
      from promissory notes
                                    
                                    
                                    -
                                    
                                    
                                    
                                    75,000
                                    
                                    
                                    
                                    17,000
                                    
                                    
                                    
                                    75,000
                                    
                                    
                                    
                                    1,708,000Proceeds
      from related party notes
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    238,062CASH
      PROVIDED BY FINANCING ACTIVITIES
                                    
                                    
                                    50,000
                                    
                                    
                                    
                                    75,000
                                    
                                    
                                    
                                    168,000
                                    
                                    
                                    
                                    75,000
                                    
                                    
                                    
                                    2,010,312NET
      INCREASE (DECREASE) IN CASH
                                    
                                    
                                    (17,487
                                    )
                                    
                                    
                                    (72,752
                                    )
                                    
                                    
                                    14,944
                                    
                                    
                                    
                                    (178,930
                                    )
                                    
                                    
                                    18,167CASH,
      beginning of period
                                    
                                    
                                    35,654
                                    
                                    
                                    
                                    76,966
                                    
                                    
                                    
                                    3,223
                                    
                                    
                                    
                                    183,144
                                    
                                    
                                    
                                    -CASH,
      end of period
                                    
                                    $
                                    18,167
                                    
                                    
                                    $
                                    4,214
                                    
                                    
                                    $
                                    18,167
                                    
                                    
                                    $
                                    4,214
                                    
                                    
                                    $
                                    18,167SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCASH
      PAID DURING THE YEAR FOR:Taxes
      paid
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Interest
      paid
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -NON-CASH
      OPERATING ACTIVITIES:Value
      of Common Stock issued in exchange for services
                                    
                                    $
                                    52,500
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    160,500
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    630,013Value
      of Common Stock issued for accrued interest
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    466
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    163,237Value
      of Common Stock issued for debt principle
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    42,000
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    1,708,000Value
      of Common Stock issued for accounts payable
                                    
                                    $
                                    32,000
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    32,000
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    32,000





The
accompanying notes are an integral part of these financial
statements


4


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





Note A-Organization and
Summary Of Significant Accounting Policies




Basis of
Presentation


The
restated, unaudited financial statements of iTrackr Systems, Inc. as of June 30,
2010 and for the three and six months ended June 30, 2010and 2009 have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial reporting.  Accordingly, they do
not include all of the disclosures required by accounting principles generally
accepted in the United States for complete financial statements and should be
read in conjunction with the audited consolidated financial statements and notes
thereto for the year ended December 31, 2009 as filed with the Securities and
Exchange Commission as part of our Form 10-K/A.  In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation of the interim financial
information have been included.  The results of operations for any
interim period are not necessarily indicative of the results of operations for
the entire year.





Organization


iTrackr,
Inc. (the “Company” or “iTrackr”) was formed on May 10, 2006 to develop, market
and commercialize a product and inventory search application through a social
networking site designed to leverage the best of Internet and Mobile
technologies.  iTrackr has taken several markets, including eCommerce,
social networking and mobile content, and developed a platform that drives value
to consumers, retailers and advertising and marketing firms.





iTrackr
intends to introduce Internet and Mobile social merchandizing technology
platforms. Social merchandizing applies the variety of traditional marketing
practices to promote products and services to a community of individuals via
social networking technologies.  iTrackr is similar to MySpace and
Facebook; however, our members’ interests are not in diary or event blogging,
but in the timely location of products and services which can be acquired and
consumed on a local level.





iTrackr
enables consumers to search and track merchandise, letting the consumer know
which retail locations in a local zip code are stocking the queried merchandise,
as well as the comparative prices. In addition, if the item is not in stock, the
consumer can request that iTrackr notify them via mobile text message or email
when the item is delivered to a local retailer and where that retailer is
located.





In 2009,
iTrackr purchased online customers support software technology from ChatStat for
approximately $95,000.  iTrackr has launched its customer support chat
software which facilitates real-time customer support and expert advice, and
paid transactions.





On
January 12, 2010, the Company closed a share exchange transaction pursuant to
which it (i) became the 100% parent of iTrackr, Inc., a Florida corporation
(“iTrackr”), (ii) assumed the operations of iTrackr, and (iii) changed its name
from Must Haves, Inc. to iTrackr Systems, Inc.





Going
Concern


The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplate continuation of the Company as a going concern. Since inception, the
Company has been engaged primarily in product development.  In the
course of funding development activities, the Company has sustained operating
losses since inception and has an accumulated deficit of $ 3,812,703 and
$3,092,454 at June 30, 2010 and December 31, 2009, respectively.  In
addition, the Company has negative working capital of $751,597 and $723,147 at
June 30, 2010 and December 31, 2009, respectively.





The
Company has and will continue to use significant capital to commercialize its
products.  These factors raise substantial doubt about the ability of
the Company to continue as a going concern.  In this regard,
management is proposing to raise any necessary additional funds not provided by
operations through loans or through additional sales of their common
stock.  There is no assurance that the Company will be successful in
raising this additional capital or in achieving profitable
operations.  The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
amounts and classification of liabilities that might result from this
uncertainty.




5


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





Note A-Organization and
Summary Of Significant Accounting Policies





Accounting
estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 revenues and expenses during the
reporting period.  Actual results could differ from those
estimates.





Cash and cash
equivalents


For
purposes of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with an original maturity of three months or less to
be cash equivalents.  Cash and cash equivalents may at times exceed
federally insured limits.  To minimize this risk, the Company places
its cash and cash equivalents with high credit quality
institutions.





Accounts
Receivable


Accounts
receivable are reported at the customers' outstanding balances.  The
Company does not have a history of significant bad debt and has not recorded any
allowance for doubtful accounts.  Interest is not accrued on overdue
accounts receivable.  The Company evaluates receivables on a regular
basis for potential reserve.





Fixed
assets


Fixed
assets are stated at cost.  Major renewals and improvements are
charged to the asset accounts while replacements, maintenance and repairs, which
do not improve or extend the lives of the respective assets, are
expensed.  At the time fixed assets are retired or otherwise disposed
of, the asset and related accumulated depreciation accounts are relieved of the
applicable amounts.  Gains or losses from retirements or sales are
credited or charged to income.





Depreciation
of fixed assets is provided on the straight-line method over the estimated
useful lives of the assets.    The estimated useful lives
used are 3 years for computer equipment, office equipment and software.Accelerated methods of
depreciation of fixed assets are used for income tax purposes.





Revenue recognition
policy


Revenue for our services is recognized
when all of the following criteria are satisfied: (i) persuasive evidence
of an arrangement exists; (ii) the price is fixed or determinable;
(iii) collectibility is reasonably assured; and (iv) services have
been performed.





Deferred
Revenue: Revenue is deferred for any undelivered elements and is recognized upon
product delivery or when the service has been performed.





Cost of
sales


Cost of
sales includes costs related to fulfillment, customer service, commissions,
service personnel, telecommunications and data center costs.





Sales and marketing
costs


Sales and
marketing expenses include advertising expenses, seminar expenses, commissions
and personnel expenses for sales and marketing.  Marketing and
advertising costs to promote the Company's products and services are expensed in
the period incurred.  For the three months ended June 30, 2010 and
2009, the Company incurred no marketing and advertising expense.  For
the six months ended June 30, 2010 and 2009, the Company incurred $0 and $4,796,
respectively in marketing and advertising expense.





The
Company’s financial instruments include cash and accounts receivable. The
carrying amount of these financial instruments has been estimated by management
to approximate fair value.




6


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





Note A-Organization and
Summary Of Significant Accounting Policies





Fair Value of Financial
Instruments (Continued)


“Disclosures
about Fair Value of Financial Instruments,” requires disclosures of information
regarding the fair value of certain financial instruments for which it is
practicable to estimate the value. For purpose of this disclosure, the fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced sale of liquidation.





The
company accounts for certain assets and liabilities at fair value. The hierarchy
below lists three levels of fair value based on the extent to which inputs used
in measuring fair value are observable in the market. We categorize each of
our fair value measurements in one of these three levels based on the lowest
level input that is significant to the fair value measurement in its entirety.
These levels are:





Level
1—inputs are based upon unadjusted quoted prices for identical instruments
traded in active markets. We have no Level 1 instruments as of December 31,
2009.





Level
2—inputs are based upon quoted prices for similar instruments in active markets,
quoted prices for identical or similar instruments in markets that are not
active, and model-based valuation techniques (e.g. the Black-Scholes model) for
which all significant inputs are observable in the market or can be corroborated
by observable market data for substantially the full term of the assets or
liabilities. Where applicable, these models project future cash flows and
discount the future amounts to a present value using market-based observable
inputs including interest rate curves, foreign exchange rates, and forward and
spot prices for currencies and commodities. We have no Level 2 instruments as of
December 31, 2009.





Level
3—inputs are generally unobservable and typically reflect management’s estimates
of assumptions that market participants would use in pricing the asset or
liability. The fair values are therefore determined using model-based
techniques, including option pricing models and discounted cash flow models. We
have no Level 3 instruments as of December 31, 2009.




Research and
Development





Expenses
related to present and future products are expensed as incurred.





Earnings (Loss) per common
share


The
Company reports both basic and diluted earnings (loss) per
share.  Basic loss per share is calculated using the weighted average
number of common shares outstanding in the period.  Diluted loss per
share includes potentially dilutive securities such as outstanding options and
warrants, using the “treasury stock” method and convertible securities using the
“if-converted” method.





Income
Taxes


The
Company accounts for income taxes under the asset and liability method, which
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements.  Under this method, deferred tax assets and liabilities
are determined based on differences between financial statements and tax basis
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.  The effect of a change
in tax rates on deferred tax assets and liabilities is recognized in income in
the period that includes the enactment date.





The
Company records net deferred tax assets to the extent the Company believes these
assets will more likely than not be realized.  In making such
determination, the Company considers all available positive and negative
evidence, including future reversals of existing taxable temporary differences,
projected future taxable income, tax planning strategies and recent financial
operations.  A valuation allowance is established against deferred tax
assets that do not meet the criteria for recognition.  In the event
the Company were to determine that it would be able to realize deferred income
tax assets in the future in excess of their net recorded amount, we would make
an adjustment to the valuation allowance which would reduce the provision for
income taxes.




7


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





Note A-Organization and
Summary Of Significant Accounting Policies





Income Taxes
(Continued)


The
Company follows the accounting guidance which provides that a tax benefit from
an uncertain tax position may be recognized when it is more likely than not that
the position will be sustained upon examination, including resolutions of any
related appeals or litigation processes, based on the technical
merits.  Income tax provisions must meet a more-likely-than-not
recognition threshold at the effective date to be recognized initially and in
subsequent periods.  Also included is guidance on measurement,
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition.





Impairment of Long-Lived
Assets


Accounting
for the Impairment or Disposal of Long-Lived Assets requires that long-lived
assets be reviewed for impairment whenever events or changes in circumstances
indicate that the historical cost-carrying value of an asset may not be
recovered.  The Company assesses recoverability of the carrying value
of an asset by estimating the fair value of the asset.  If the fair
value is less than the carrying value of the asset, an impairment loss is
recorded equal to the difference between the asset's carrying value and fair
value.  The Company has never recognized an impairment
charge.





Stock-Based
Compensation


The
Company accounts for all compensation related to stock, options or warrants
using a fair value based method whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period.  We use the Black-Scholes
pricing model to calculate the fair value of options and warrants issued to both
employees and non-employees.  In calculating this fair value, there
are certain assumptions that we use consisting of the expected life of the
option, risk-free interest rate, dividend yield, volatility and forfeiture
rate.  The use of a different estimate for any one of these components
could have a material impact on the amount of calculated compensation
expense.





We
periodically issue common stock as compensation.  Pursuant to ASC
505-50-30-6 issuances are valued using the market price of the stock or value of
the services rendered on the date of the related agreement, whichever is more
readily determinable.  To date, common stock granted and issued for
services has been issued free of obligation to the recipient and for no
consideration.  The shares are valued at the price non-employees are
willing to accept as payment in lieu of cash, which, historically, has been the
price per share of recent sales of unregistered securities or value of debt
converted to common stock.





Recent Accounting
Pronouncements


On July
1, 2009, the FASB officially launched the FASB ASC 105 - Generally Accepted
Accounting Principles, which established the FASB Accounting Standards
Codification (“the Codification”), as the single official source of
authoritative, nongovernmental, U.S. GAAP, in addition to guidance issued by the
Securities and Exchange Commission.  The Codification is designed to
simplify U.S. GAAP into a single, topically ordered structure.  All
guidance contained in the Codification carries an equal level of
authority.  The Codification is effective for interim and annual
periods ending after September 15, 2009.  Accordingly, the Company
refers to the Codification in respect of the appropriate accounting standards
throughout this document as “FASB ASC”.  Implementation of the
Codification did not have any impact on the Company’s consolidated financial
statements.





On June
30, 2009, the FASB issued Accounting Standard Update (ASU) No. 2009-01 (Topic
105) – Generally Accepted Accounting Principles – amendments based on –
Statement of Financial Accounting Standards No. 168 –The FASB Accounting and
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles.  Beginning with this Statement the FASB will no longer
issue new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts.  Instead, it will issue Accounting
Standard Updates.  This ASU includes FASB Statement No. 168 in its
entirety.  While ASU’s will not be considered authoritative in their
own right, they will serve to update the Codification, provide the bases for
conclusions and changes in the Codification, and provide background information
about the guidance.  The Codification modifies the GAAP hierarchy to
include only two levels of GAAP: authoritative and
nonauthoritative.  ASU No. 2009-01 is effective
for financial statements issued for the interim and annual periods ending after
September 15, 2009, and the Company does not expect any significant financial
impact upon adoption.




8


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





Note A-Organization and
Summary Of Significant Accounting Policies





Recent Accounting
Pronouncements (Continued)


In August
2009, the FASB issued ASU No. 2009-05 – Fair Value Measurements and Disclosures
(Topic 820) – Measuring Liabilities at Fair Value.  This ASU clarifies
the fair market value measurement of liabilities.  In circumstances
where a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: a technique that uses quoted price of the
identical or a similar liability or liabilities when traded as an asset or
assets, or another valuation technique that is consistent with the principles of
Topic 820 such as an income or market approach.  ASU No. 2009-05 was
effective upon issuance and it did not result in any significant financial
impact on the Company upon adoption.





In
September 2009, the FASB issued ASU No. 2009-12 – Fair Value Measurements and
Disclosures (Topic 820) – Investments in Certain Entities That Calculate Net
Asset Value per Share (or its equivalent).  This ASU permits use of a
practical expedient, with appropriate disclosures, when measuring the fair value
of an alternative investment that does not have a readily determinable fair
value.  ASU No. 2009-12 is effective for interim and annual periods
ending after December 15, 2009, with early application
permitted.  Since the Company does not currently have any such
investments, it does not anticipate any impact on its financial statements upon
adoption.





In May
2009, the FASB issued FASB ASC 855, “Subsequent Events.”  This
Statement addresses accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or available to be
issued.  FASB ASC 855 requires disclosure of the date through which an
entity has evaluated subsequent events and the basis for that date, the date
issued or date available to be issued.  The Company adopted this
Statement in the second quarter of 2009.  As a result the date through
which the Company has evaluated subsequent events and the basis for that date
have been disclosed in Note K, Subsequent Events.





In April
2009, the FASB issued an update to FASB ASC 820, “Fair Value Measurements and
Disclosures,” related to providing guidance on when the volume and level of
activity for the asset or liability have significantly decreased and identifying
transactions that are not orderly.  The update clarifies the
methodology to be used to determine fair value when there is no active market or
where the price inputs being used represent distressed sales.  The
update also reaffirms the objective of fair value measurement, as stated in FASB
ASC 820, which is to reflect how much an asset would be sold in and orderly
transaction, and the need to use judgment to determine if a formerly active
market has become inactive, as well as to determine fair values when markets
have become inactive.  The Company adopted this Statement in the
second quarter of 2009 without significant financial impact.





In April
2009, the FASB ASC 320, “Investments – Debt and Equity,” amends current
other-than-temporary guidance for debt securities through increased consistency
in the timing of impairment recognition and enhanced disclosures related to
credit and noncredit components impaired debt securities that are not expected
to be sold.  Also, the Statement increases disclosures for both debt
and equity securities regarding expected cash flows, securities with unrealized
losses, and credit losses.  The Company adopted this Statement in the
second quarter of 2009 without significant impact to our financial
statements.





In April
2009, the FASB issued an update to FASB ASC 825, “Financial Instruments,” to
require interim disclosures about the fair value of financial
instruments.”  This update enhances consistency in financial reporting
by increasing the frequency of fair value disclosures of those assets and
liabilities falling within the scope of FASB ASC 825. The Company adopted this
update in the second quarter of 2009 without significant impact to the financial
statements.





In April
2009, the FASB issued an update to FASB ASC 805, “Business Combinations,” that
clarifies and amends FASB ASC 805, as it applies to all assets acquired and
liabilities assumed in a business combination that arise from
contingencies.  This update addresses initial recognition and
measurement issues, subsequent measurement and accounting, and disclosures
regarding these assets and liabilities arising from contingencies in a business
combination.  The Company adopted this Statement in the second quarter
of 2009 without significant impact to the financial statements.




9


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





Note A-Organization and
Summary Of Significant Accounting Policies





Recent Accounting
Pronouncements (Continued)


In
November 2008, EITF issued new guidance under FASB ASC 350, “Intangibles –
Goodwill and Other on accounting for defensive intangible
assets.”  The new guidance applies to all acquired intangible assets
in which the acquirer does not intend to actively use the asset but intends to
hold (lock up) the asset to prevent its competitors from obtaining or using the
asset (a defensive asset).  This guidance was adopted by the Company
in January 2009 without impact to the financial statements.





In May
2008, the FASB issued an update to FASB ASC 470, “Debt,” with respect to
accounting for convertible debt instruments that may be settled in cash upon
conversion including partial cash settlement.  This update applies to
convertible debt instruments that, by their stated terms, may be settled in cash
(or other assets) upon conversion, including partial cash settlement, unless the
embedded conversion option is required to be separately accounted for as a
derivative under FASB ASC 815, “Derivatives and
Hedging.”  Additionally, this update specifies that issuers of such
instruments should separately account for the liability and equity components in
a manner that will reflect the entity’s nonconvertible debt borrowing rate when
interest cost recognized in subsequent periods. The update is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years.  The Company does not
currently have any debt instruments for which this update would
apply.  This update was adopted in January 2009 without significant
financial impact.





In
December 2007, the FASB issued an update to FASB ASC 805, “Business
Combinations” which establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, any noncontrolling interest in the acquiree,
and the goodwill acquired. SFAS 141R also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination. SFAS 141R is effective for the Company with respect to business
combinations for which the acquisition date is on or after January 1,
2009.  The Company adopted this SFAS in the first quarter of
2009.





In
December 2007, the FASB issued an update to FASB ASC 810, “Consolidation,” which
establishes accounting and reporting standards for ownership interests in
subsidiaries held by parties other than the parent, the amount of consolidated
net income attributable to the parent and to the noncontrolling interest,
changes in a parent’s ownership interest, and the valuation of retained
noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160
also establishes disclosure requirements that clearly identify and distinguish
between the interests of the parent and the interests of noncontrolling
owners.  This update is effective for the Company as of
January 1, 2009.  The Company adopted this update in January 2009
without significant impact on the consolidated financial position, results of
operations, and disclosures.





NOTE B – FIXED
ASSETS





Fixed
assets consisted of the following:




June
      30,
                  
                  
                  December
      31,2010
                  
                  
                  2009Computers
      and office equipment
                  
                  
                  78,974
                  
                  
                  
                  78,974Software
                  
                  $
                  127,237
                  
                  
                  $
                  127,237Total
      fixed assets
                  
                  
                  206,211
                  
                  
                  
                  206,211Accumulated
      depreciation
                  
                  
                  (124,780
                  )
                  
                  
                  (106,856
                  )Fixed
      assets, net
                  
                  $
                  81,431
                  
                  
                  $
                  99,355





During
the three months ended June 30, 2010 and 2009, the Company recognized $8,872 and
$8,896, respectively in depreciation expense.  During the six months
ended June 30, 2010 and 2009, the Company recognized $17,923 and $17,845,
respectively in depreciation expense.




10




ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





NOTE C –
GOODWILL





On
December 10, 2009, Must Haves, Inc., iTrackr Acquisition, Inc. and iTrackr,
Inc. entered into an Agreement and Plan of Merger which closed January 12,
2010.  On the Closing Date, iTrackr was merged with and into iTrackr
Acquisition, Inc. which is the surviving corporation and became a wholly-owned
subsidiary of Must Haves, Inc.  As a result, the Company recognized
$92,697 of goodwill (See Note J – MERGER).





NOTE D – ACCOUNTS PAYABLE
AND ACCRUED EXPENSES





Accounts
payable and accrued expenses at June 30, 2010 consisted of $556,500 due to John
Rizzo, CEO for unpaid salary and health insurance, $31,922 of professional
services, $6,797 of accrued interest and $42,258 of trade payables.





Accounts
payable and accrued expenses at December 31, 2009 consisted of $425,500 due to
John Rizzo, CEO for unpaid salary and health insurance, $25,000 of accrued legal
settlements, $15,126 of professional services, $102 of accrued interest, $40,000
remaining due to ChatStat for our technology purchase and $19,151 of trade
payables.





NOTE E –
NOTES





Promissory Notes –
3rdParty


During
the year ended December 31, 2009, the Company received $292,000 of convertible
promissory notes from third parties.  The Company converted $1,300,000
of principle and $137,467 of accrued interest into 3,721,257 shares of
restricted common stock.  As of December 31, 2009, the Company had
outstanding $25,102 related to 3rd party
notes, including $25,000 of principle and $102 of accrued interest.





During
the six months ended June 30, 2010, the Company received $17,000 in exchange for
two convertible notes that were also converted along with the $25,102 of notes
outstanding on December 31, 2009.  In total, during the six months
ended June 30, 2010, the Company converted $42,466, including $42,000 of
principle and $466 of accrued interest into 121,332 shares of common
stock.  As of June 30, 2010, the Company has no outstanding 3rd party
notes payable.





Promissory Notes - Related
Party





June
      30,
                      
                      
                      December
      31,2010
                      
                      
                      2009Note
      payable convertible into common stock (conversion price 50% below the
      previous 10 day average closing price) upon default, bears interest at 9%
      per year, Matures December 31, 2010
                      
                      $
                      152,312
                      
                      
                      $
                      151,312




During
the year ended December 31, 2009, the Company received $25,000 from Bluewater
Advisors and issued a new note for $151,312 or $135,000 of principle and $16,312
of accrued interest.





During
the six months ended June 30, 2010, the Company received $1,000 from Bluewater
Advisors on the same terms as the note above.





Accrued
Interest


During
the three months ended June 30, 2010 and 2009, the Company recognized $3,418 and
$25,647, respectively related to all our outstanding notes
payable.  During the six months ended June 30, 2010 and 2009, the
Company recognized $7,161 and $51,012, respectively related to all our
outstanding notes payable.  As of June 30, 2010, the Company had
outstanding $6,797 of accrued interest.





11


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





NOTE F – STOCKHOLDERS
EQUITY





Preferred
Stock


The
Company has authorized 10,000,000 shares of no par value preferred stock
available for issuance.  No shares of preferred stock have been issued
as of June 30, 2010.





Stock Issued for Debt
Repayment


During
the year ended December 31, 2009, the Company converted $1,300,000 of principle
and $137,467 of accrued interest into 3,721,257 shares of restricted common
stock which were issued on April 28, 2010.





During
the six months ended June 30, 2010, the Company converted $42,000 of principle
and $466 of accrued interest into 121,332 shares of restricted common
stock.  As of June 30, 2010 the stock had not been issued and is
recorded in the equity portion of our balance sheet as common stock
payable.  The stock was issued on July 30, 2010.





Stock Issued for
Cash


During
the six months ended June 30, 2010, the Company received $50,000 as a direct
purchase and issued 166,666 shares of restricted common stock.





During
the six months ended June 30, 2010, the Company received $50,000 upon the
exercise of warrants to purchase 166,666 shares of restricted common
stock.  As of June 30, 2010 the stock had not been issued and is
recorded in the equity portion of our balance sheet as common stock
payable.  The stock was issued on July 30, 2010.





Stock Issued for
Services


During
the year ended December 31, 2009, the Company agreed to issue 150,000 shares of
restricted common stock in exchange for professional services rendered in 2009
and valued at $75,000.  As of December 31, 2009 the stock had not been
issued and is recorded in the equity portion of our balance sheet as common
stock payable.  The shares were issued on April 28, 2010.





During
the six months ended June 30, 2010, the Company finalized a legal settlement
with Marc Falcone whereby in exchange for $108,000 or $0.30 per share the
Company issued 360,000 shares of restricted common stock.





During
the six months ended June 30, 2010, the Company issued 225,000 shares of
restricted common stock for services.  100,000 shares valued at
$30,000 or $0.30 per share and 125,000 shares valued at $37,500, or $0.30 per
share were issued to two consultants, respectively.  The 125,000 share
issuance was for services performed during the quarter and have been fully
expensed.  The 100,000 shares were issued for services to be provided
through the end of 2010 and are being recognized to expense
ratably.





Stock issued for Accounts
Payable


During
the six months ended June 30, 2010, the Company issued 101,000 shares of
restricted common stock at $0.32 per share to settle $32,000 of accounts
payable.





Stock Options (See footnote
I)


During
the year ended December 31, 2009, the Company canceled 1 million options due to
termination.





During
the six months ended June 30, 2010, no option activity occurred.





NOTE G -
COMMITMENTS





The
Company has no commitments as of June 30, 2010.




12


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





NOTE H –
WARRANTS





At June
30, 2010, the Company had 2,905,333 Warrants outstanding entitling the holder
thereof the right to purchase one share of common stock for each warrant held as
follows:





ExerciseIssuance
                        
                        Number
      of
                        
                        
                        Price
      Per
                        
                        ExpirationDate
                        
                        Warrants
                        
                        
                        Warrant
                        
                        Date3/25/2008
                        
                        
                        400,000
                        
                        
                        $
                        0.10
                        
                        12/31/103/25/2008
                        
                        
                        400,000
                        
                        
                        $
                        0.10
                        
                        12/31/101/19/2010
                        
                        
                        36,000
                        
                        
                        $
                        0.75
                        
                        1/19/151/19/2010
                        
                        
                        56,000
                        
                        
                        $
                        0.75
                        
                        1/19/152/1/2010
                        
                        
                        13,333
                        
                        
                        $
                        0.75
                        
                        2/1/152/5/2010
                        
                        
                        1,000,000
                        
                        
                        $
                        0.40
                        
                        12/31/153/1/2010
                        
                        
                        1,000,000
                        
                        
                        $
                        0.10
                        
                        10/31/11Total
                        
                        
                        2,905,333





During
the year ended December 31, 2009, the Company canceled 250,000 warrants issued
to Marc Falcone as a result of the settlement agreement dated February 16,
2010.  No warrants were issued or exercised in 2009.





During
the six Months ended June 30, 2010, the Company:




·
            Issued
      2,271,999 warrants to purchase one share of common stock for each warrant
      issued.


·
            Received
      $50,000 upon the exercise of a warrant and issued 166,666 shares of
      restricted common stock.


·
            Received
      $50,000 upon the sale of a warrant to an accredited
    investor.





All the
warrants issued in through June 30, 2010 are classified as equity on our balance
sheet as they require physical settlement, contain no performance contingencies
have a fixed exercise price and are exerciseable by the holder at any time
through the expiration date of the warrant.  Each warrants fair value
was calculated on the date of grant using the Black-Scholes Option Pricing Model
using the following inputs: volatility; 250% based on the Dow Jones Internet
Composite Index, risk free interest rate; 3.71%, spot price; $0.15, and the
exercise price attributable to that warrant.  The fair value of the
warrants issued was $320,459 offset by the $50,000 warrant sale resulting in
$270,459 of net stock compensation expense.





NOTE I – 2007 LONG-TERM
EQUITY INCENTIVE PLAN





In June
2007 the Board of Directors of the Company adopted the 2007 Long-Term Equity
Incentive Plan. The purpose of this Plan is to attract and retain directors,
officers and other employees of iTrackr, Inc. and its Subsidiaries and to
provide to such persons incentives and rewards for performance.





The
Company may issue each of the following under this Plan: Incentive Option,
Nonqualified Option, Stock Appreciation Right, Restricted Stock Award or
Performance Stock Award.  The Plan was ratified at the 2007
shareholder’s meeting (the "Effective Date").  No Incentive Option,
Nonqualified Option, Stock Appreciation Right, Restricted Stock Award or
Performance Stock Award shall be granted pursuant to the Plan ten years after
the Effective Date.  The total number of shares available under the
Plan is Fifteen Million (15,000,000).  No Plan participant will be
granted the right, in the aggregate, for more than Two Million
(2,000,000) Common Shares during any calendar year.





Stock
Options


During
the year ended December 31, 2009 1 million options were canceled due termination
of the people to whom they were granted and their failure to exercise according
to the terms of the option grant.





During
the six months ended June 30, 2010, the Company granted 250,000 fully vested
common stock options.




13


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





NOTE I – 2007 LONG-TERM
EQUITY INCENTIVE PLAN (Continued)





Stock Options
(Continued)


The
following table summarizes the Company's stock option activity for the six
months ended June 30, 2010:





June
      30, 2010Weighted
      AverageShares
                      
                      
                      Exercise
      PriceOutstanding
      at beginning of year
                      
                      
                      5,255,000
                      
                      
                      $
                      0.18Granted
                      
                      
                      250,000
                      
                      
                      
                      0.25Forfeited
                      
                      
                      -
                      
                      
                      
                      -Exercised
                      
                      
                      -
                      
                      
                      
                      -Outstanding
      at end of quarter
                      
                      
                      5,505,000
                      
                      
                      $
                      0.18Options
      exerciseable at March 31, 2010
                      
                      
                      5,505,000





The
following table summarizes information about the Company's stock options
outstanding at June 30, 2010:





Options
      Outstanding
                            
                            
                            Options
      ExercisableNumber
                            
                            
                            Weighted
                            
                            
                            Weighted
                            
                            
                            
                            
                            
                            WeightedRange
      of
                            
                            Outstanding
                            
                            
                            Average
                            
                            
                            Average
                            
                            
                            
                            
                            
                            AverageExercise
                            
                            At
      June 30,
                            
                            
                            Contractural
                            
                            
                            Exercise
                            
                            
                            Number
                            
                            
                            ExercisePrices
                            
                            2010
                            
                            
                            Life
      (years)
                            
                            
                            Price
                            
                            
                            Outstanding
                            
                            
                            Price$
                            0.40
                            
                            
                            1,000,000
                            
                            
                            
                            -
                            
                            
                            $
                            0.40
                            
                            
                            
                            1,000,000
                            
                            
                            $
                            0.070.25
                            
                            
                            1,250,000
                            
                            
                            
                            -
                            
                            
                            
                            0.25
                            
                            
                            
                            1,250,000
                            
                            
                            
                            0.060.10
                            
                            
                            2,375,000
                            
                            
                            
                            -
                            
                            
                            
                            0.10
                            
                            
                            
                            2,375,000
                            
                            
                            
                            0.040.05
                            
                            
                            880,000
                            
                            
                            
                            -
                            
                            
                            
                            0.05
                            
                            
                            
                            880,000
                            
                            
                            
                            0.01Total
                            
                            
                            5,505,000
                            
                            
                            
                            -
                            
                            
                            $
                            0.18
                            
                            
                            
                            5,505,000
                            
                            
                            $
                            0.18





The
Company measures the fair market value of stock options granted using the
Black-Scholes Option Pricing Model on the date of grant and recognizes related
compensation expense ratably over the options vesting period for all future
grants.





During
the six months ended June 30, 2010 and 2009, the Company recognized $0 and
$21,666, respectively, of compensation expense related to stock
options.  From inception to date, the Company has recognized $178,844
of compensation expense related to stock options.





NOTE J –
MERGER





On
December 10, 2009, Must Haves, Inc., iTrackr Acquisition, Inc. and iTrackr,
Inc. entered into an Agreement and Plan of Merger which closed January 12,
2010.  On the Closing Date, iTrackr was merged with and into iTrackr
Acquisition, Inc. which is the surviving corporation and became a wholly-owned
subsidiary of Must Haves, Inc.  In accordance with the merger
agreement, iTrackr’s stockholder’s received restricted common stock at the rate
of 1:1 share for each of their 17,875,695 shares issued and outstanding in
exchange for 100 percent of the outstanding capital stock of
iTrackr.  In total 19,169,333 shares are outstanding following the
closing of the merger.





The
Merger was accounted for as a “reverse merger,” as the stockholders of iTrackr,
Inc. owned a majority of the outstanding shares of Must Haves, Inc. common stock
immediately following the Merger.  iTrackr, Inc. was deemed to be the
acquirer in the reverse merger.  Consequently, the assets and
liabilities and the historical operations of iTrackr, Inc. prior to the Merger
are reflected in the financial statements and have been recorded at the
historical cost basis of iTrackr, Inc.  Our financial statements,
after completion of the Merger, include the assets and liabilities of both Must
Haves, Inc. and iTrackr, Inc.  Our historical operating statements
include the operations of iTrackr, Inc. from the Effective Date of the
Merger.




14


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





NOTE J – MERGER
(Continued)





Following
is a breakdown of the purchase price paid by iTrackr, Inc. for the
merger:





January 12, 2010Assets
      acquired:Current
      assets
                        
                        $
                        1,657Total
      assets acquired
                        
                        
                        1,657Stock
      issued
                        
                        
                        65,182Debt
      assumed:Accounts
      payable
                        
                        
                        29,172Total
      cost
                        
                        
                        94,354GOODWILL
                        
                        $
                        92,697




The
following unaudited financial information has been developed by application of
pro forma adjustments to the historical financial statements of iTrackr, Inc.
appearing elsewhere in this Current Report.  The unaudited pro forma
information gives effect to the Merger which has been assumed to have occurred
on January 1, 2008 for purposes of the statement of
operations.  The Company evaluated the existence of intangible assets
that should be recognized in business combinations, pursuant to ASC
805-20-25-4.  No intangible assets were identified during the
evaluation.





The
unaudited pro forma financial information is presented for informational
purposes only and does not purport to represent what the results of operations
or financial position of iTrackr Systems, Inc. would have been had the
transactions described above actually occurred on the dates indicated, nor do
they purport to project the financial condition of iTrackr Systems, Inc. for any
future period or as of any future date.  The unaudited pro forma
financial information should be read in conjunction with the iTrackr Systems,
Inc. financial statements and notes thereto included elsewhere in this Current
Report.





The
summarized assets and liabilities of the purchased company (Must Haves, Inc.) on
January 12, 2010 were as follows:





Cash
                  
                  $
                  95Other
      current assets
                  
                  
                  1,562$
                  1,657Current
      liabilities
                  
                  $
                  29,172Total
      stockholders’ equity
                  
                  
                  (27,515
                  )$
                  1,657




15


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





NOTE J – MERGER
(Continued)





The
condensed pro forma results of operations for the year ended December 31, 2009
and 2008 are as follows:





iTrackr
Systems, Inc.


Unaudited
Pro Forma Statements of Operations


For the
Year ended December 31, 2009 and 2008


Year
      Ended
                                
                                
                                Year
      EndedDecember
      31, 2009
                                
                                
                                December
      31, 2008Must
                                
                                
                                
                                
                                
                                
                                
                                
                                MustiTrackr,
      Inc.
                                
                                
                                Haves,
      Inc.
                                
                                
                                
                                
                                
                                iTrackr,
      Inc.
                                
                                
                                Haves,
      Inc.Actual
                                
                                
                                Actual
                                
                                
                                Pro
      Forma
                                
                                
                                Actual
                                
                                
                                Actual
                                
                                
                                Pro
      FormaREVENUESSales
                                
                                $
                                7,493
                                
                                
                                $
                                130
                                
                                
                                $
                                7,623
                                
                                
                                $
                                4,419
                                
                                
                                $
                                3,757
                                
                                
                                $
                                8,176Cost
      of revenue
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1,018
                                
                                
                                
                                1,018Gross
      profit
                                
                                
                                7,493
                                
                                
                                
                                130
                                
                                
                                
                                7,623
                                
                                
                                
                                4,419
                                
                                
                                
                                2,739
                                
                                
                                
                                7,158OPERATING
      EXPENSES
                                
                                
                                610,973
                                
                                
                                
                                31,997
                                
                                
                                
                                642,970
                                
                                
                                
                                1,274,718
                                
                                
                                
                                51,765
                                
                                
                                
                                1,326,483Income
      (loss) from operations
                                
                                
                                (603,480
                                )
                                
                                
                                (31,867
                                )
                                
                                
                                (635,347
                                )
                                
                                
                                (1,270,299
                                )
                                
                                
                                (49,026
                                )
                                
                                
                                (1,319,325
                                )OTHER
      INCOME AND EXPENSESInterest
      expense
                                
                                
                                (90,462
                                )
                                
                                
                                (2,312
                                )
                                
                                
                                (92,774
                                )
                                
                                
                                (58,574
                                )
                                
                                
                                (2,335
                                )
                                
                                
                                (60,909
                                )Other
      expense
                                
                                
                                (163,000
                                )
                                
                                
                                -
                                
                                
                                
                                (163,000
                                )
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Total
      other income and expenses
                                
                                
                                (253,462
                                )
                                
                                
                                (2,312
                                )
                                
                                
                                (255,774
                                )
                                
                                
                                (58,574
                                )
                                
                                
                                (2,335
                                )
                                
                                
                                (60,909
                                )NET
      INCOME (LOSS)
                                
                                $
                                (856,942
                                )
                                
                                $
                                (34,179
                                )
                                
                                $
                                (891,121
                                )
                                
                                $
                                (1,328,873
                                )
                                
                                $
                                (51,361
                                )
                                
                                $
                                (1,380,234
                                )Weighted
      average shares outstandingBasic
      and diluted
                                
                                
                                14,632,513
                                
                                
                                
                                
                                
                                
                                
                                14,632,513
                                
                                
                                
                                13,934,023
                                
                                
                                
                                
                                
                                
                                
                                13,934,023Shares
      to be issued for acquisition
                                
                                
                                
                                
                                
                                
                                1,303,638
                                
                                
                                
                                1,303,638
                                1)
                                
                                
                                
                                
                                
                                
                                1,303,638
                                
                                
                                
                                1,303,638Total
      Weighted average common shares outstanding
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                15,936,151
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                15,237,661Net
      (loss) per common share (basic and diluted)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                (0.06
                                )
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                (0.09
                                )





1)
Represents Must Haves, Inc. pre merger shares outstanding.


16


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009







NOTE J – MERGER
(Continued)





The
condensed pro forma balance sheet as of December 31, 2009 is as
follows:





iTrackr
      Systems, Inc.
                                                                    Unaudited
      Pro Forma Balance Sheet
                                                                    As
      of December 31, 2009iTrackr, Inc.
                                                                    Actual
                                                                  
                                                                  
                                                                  Must
                                                                    Haves, Inc.
                                                                    Actual
                                                                  
                                                                  
                                                                  Merger
                                                                    Adjustments
                                                                  
                                                                  
                                                                  Pro FormaASSETSCURRENT
      ASSETSCash
                                                                  
                                                                  $
                                                                  3,223
                                                                  
                                                                  
                                                                  $
                                                                  95
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  3,318Accounts
      receivable, net
                                                                  
                                                                  
                                                                  5,786
                                                                  
                                                                  
                                                                  
                                                                  1,562
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  7,348TOTAL
      CURRENT ASSETS
                                                                  
                                                                  
                                                                  9,009
                                                                  
                                                                  
                                                                  
                                                                  1,657
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  10,666Fixed
      assetsCost
                                                                  
                                                                  
                                                                  206,211
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  206,211Accumulated
      Depreciation
                                                                  
                                                                  
                                                                  (106,856
                                                                  )
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  (106,856
                                                                  )Net
                                                                  
                                                                  
                                                                  99,355
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  99,355Goodwill
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  92,697
                                                                  
                                                                  
                                                                  
                                                                  92,697TOTAL
      ASSETS
                                                                  
                                                                  $
                                                                  108,364
                                                                  
                                                                  
                                                                  $
                                                                  1,657
                                                                  
                                                                  
                                                                  $
                                                                  92,697
                                                                  
                                                                  
                                                                  $
                                                                  202,718LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                                                                  
                                                                  $
                                                                  524,777
                                                                  
                                                                  
                                                                  $
                                                                  29,172
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  553,949Accrued
      interest payable
                                                                  
                                                                  
                                                                  102
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  102Convertible
      promissory notes
                                                                  
                                                                  
                                                                  25,000
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  25,000Shareholder
      loans
                                                                  
                                                                  
                                                                  151,312
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  151,312TOTAL
      CURRENT LIABILITIES
                                                                  
                                                                  
                                                                  701,191
                                                                  
                                                                  
                                                                  
                                                                  29,172
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  730,363COMMITMENT
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock payable
                                                                  
                                                                  
                                                                  1,451,979
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  1,451,979Common
      stock
                                                                  
                                                                  
                                                                  980,148
                                                                  
                                                                  
                                                                  
                                                                  189,416
                                                                  1)
                                                                  
                                                                  
                                                                  (124,234
                                                                  )
                                                                  
                                                                  
                                                                  1,045,330Accumulated
      earnings (deficit)
                                                                  
                                                                  
                                                                  (3,024,954
                                                                  )
                                                                  
                                                                  
                                                                  (216,931
                                                                  )
                                                                  
                                                                  
                                                                  216,931
                                                                  
                                                                  
                                                                  
                                                                  (3,024,954
                                                                  )TOTAL
      STOCKHOLDERS' EQUITY (DEFICIT)
                                                                  
                                                                  
                                                                  (592,827
                                                                  )
                                                                  
                                                                  
                                                                  (27,515
                                                                  )
                                                                  
                                                                  
                                                                  92,697
                                                                  
                                                                  
                                                                  
                                                                  (527,645
                                                                  )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                                  
                                                                  $
                                                                  108,364
                                                                  
                                                                  
                                                                  $
                                                                  1,657
                                                                  
                                                                  
                                                                  $
                                                                  92,697
                                                                  
                                                                  
                                                                  $
                                                                  202,718





1)
            Reverse
      merger requirement to treat Must Haves, Inc. as the puchased company
      requires the recognition of the issuance of 1,303,638 shares of already
      outstanding shares of Must Haves, Inc. as newly issued adjusted down by
      $189,416 which represents Must Haves historical common stock
      balance.




17


ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





NOTE J – LEGAL
PROCEEDINGS





As of
December 31, 2009, the Company was party to a lawsuit brought by Marc
Falcone.  In this action, Mr. Falcone asserted numerous claims against
certain defendants arising out of his former service to iTrackr, Inc. as a
contracted consultant.  The Company asserted numerous defenses and
affirmative defenses, including, but not limited to, the fact that Falcone
failed to fulfill his obligations under the agreement.  On February
16, 2010, the Company and Mr. Falcone executed a settlement agreement without
either side admitting fault.  The terms of the settlement agreement
call for the payment of $25,000 and the issuance of 360,000 shares of common
stock in exchange for a full release of all claims.  As of June 30,
2010, the Company has paid all monies and issued all stock related to this
settlement.





NOTE K – SUBSEQUENT
EVENTS





During
August, 2010, John Rizzo our CEO loaned the company $20,000 at an interest rate
of 9% per annum and due by August 4, 2011.





On August
11, 2010, the Company received a $25,000 third party loan at an interest rate of
9% per annum and due February 11, 2011.





On August
11, 2010, the Company issued a promissory note to a third party in the amount of
$25,000.  No payments are required until maturity on July 31,
2011.  The note accrues interest rate of 9% per annum and upon default
is convertible into shares of common stock at $0.25 per share.





NOTE L –
RESTATEMENT





The June
30, 2010 financial statements have been restated as a result of the re review of
our financial statements by Bedinger and Company.  Our second quarter
2010 and fiscal year 2009 and 2008 financial statements were required to be re
reviewed and re audited, respectively as a result of the revocation of the
registration of the former auditor by the Public Company Accounting Oversight
Board (“PCAOB”) because of deficiencies in the conduct of certain of its audits
and procedures.  Accordingly, we have updated this Form 10-Q/A to
reflect the following:





1.
            To re report the financial statements of iTrackr Systems, Inc. for the
      years ended December 31, 2009 after being audited by Bedinger and
      Company.


2.
            To restate our financial statements for the three and six months ended
      June 30, 2010 and year ended December 31, 2009 as a result of the
      following adjustments:


a.
            2009
      adjustments:


i. $67,500
of stock compensation expense related to 150,000 shares of common stock issued
for services in December 2009 and reflected as an increase to common stock
payable.


b.
            2010
      adjustments:


i. ASC
480-10-30-3 states “Forward contracts that require physical settlement by
repurchase of a fixed number of the issuer’s equity shares in exchange for cash
shall be measured initially at fair value of the shares at inception, adjusted
for any consideration or unstated rights or privileges”.  EITF 00-19,
paragraph 8 and 9 require the warrants to be measured at fair value and recorded
to equity if the security is physically settled.  Our first quarter
2010 restated financial statements were restated to bring the $50,000 reduction
of the warrant liability into our first quarter thus removing this adjustment
from our second quarter financials where the adjustment was originally
performed.  The second quarter financials are affected by a $50,000
increase in operating expense.




18




ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





NOTE L – RESTATEMENT
(Continued)





ii.
            John
      Rizzo’s salary of $250,000 per year or $62,500 per quarter and $1,000
      monthly health insurance reimbursement, or $3,000 for a total of $65,500
      of expense related to the three months ended March 31, 2010 was
      incorrectly booked during the quarter ended June 30, 2010 resulting in the
      June quarter being overstated by $65,500, but being correct as of the six
      months ended June 30, 2010.  Thus, we have adjusted the first
      quarter 2010 financial statements to reflect additional expense and
      liability of $65,500.  This affects our second quarter financial
      statements by reducing operating expenses by
  $65,500.





The net
effect of the 2010 adjustments is an increase to expense and liabilities of
$15,500.  This footnote should be read in conjunction with the audited
consolidated financial statements and notes thereto for the year ended December
31, 2009 as filed with the Securities and Exchange Commission as part of our
Form 10-K/A.




iTrackr,
      Inc.
                                    (A
      Development Stage Company)
                                    Balance
      SheetJune 30, 2010(OriginallyReported)
                                  
                                  
                                  (Restated)
                                  
                                  
                                  (Difference)Total
      Assets
                                  
                                  $
                                  212,320
                                  
                                  
                                  $
                                  212,320
                                  
                                  
                                  $
                                  -Total
      Liabilities
                                  
                                  
                                  789,789
                                  
                                  
                                  
                                  789,789
                                  
                                  
                                  
                                  -Stockholder's (Deficit)Common
      stock, par value $.001, 110,000,000 shares authorized; issued and
      outstanding 13,990,413 at December 31, 2009 and 2008.
                                  
                                  
                                  3,075,268
                                  
                                  
                                  
                                  3,142,768
                                  
                                  
                                  
                                  67,500Common
      stock payable
                                  
                                  
                                  92,466
                                  
                                  
                                  
                                  92,466
                                  
                                  
                                  
                                  -Deficit
      accumulated during the development stage
                                  
                                  
                                  (3,745,203
                                  )
                                  
                                  
                                  (3,812,703
                                  )
                                  
                                  
                                  (67,500
                                  )Total
      Stockholder's (Deficit)
                                  
                                  
                                  (577,469
                                  )
                                  
                                  
                                  (577,469
                                  )
                                  
                                  
                                  -Total
      Liabilities and Stockholder's (Deficit)
                                  
                                  $
                                  212,320
                                  
                                  
                                  $
                                  212,320
                                  
                                  
                                  $
                                  -





iTrackr
      Systems, Inc.
                                          (A
      Development Stage Company)
                                          Statements
      of Operation
                                          For
      the Three and Six Months Ended June 30, 2010 and the Period May 10, 2006
      (Inception) to June 30, 2010Three Months Ended June 30, 2010
                                        
                                        
                                        Six Months Ended June 30, 2010
                                        
                                        
                                        May 10, 2006 to June 30, 2010(Originally
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (Originally
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (OriginallyReported)
                                        
                                        
                                        (Restated)
                                        
                                        
                                        (Difference)
                                        
                                        
                                        Reported)
                                        
                                        
                                        (Restated)
                                        
                                        
                                        (Difference)
                                        
                                        
                                        Reported)
                                        
                                        
                                        (Restated)
                                        
                                        
                                        (Difference)Revenue
                                        
                                        $
                                        7,833
                                        
                                        
                                        $
                                        7,833
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        18,575
                                        
                                        
                                        $
                                        18,575
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        47,905
                                        
                                        
                                        $
                                        47,905
                                        
                                        
                                        $
                                        -Operating
      expenses
                                        
                                        
                                        206,738
                                        
                                        
                                        
                                        191,238
                                        
                                        
                                        
                                        (15,500
                                        )
                                        
                                        
                                        731,663
                                        
                                        
                                        
                                        731,663
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        3,880,463
                                        
                                        
                                        
                                        3,947,963
                                        
                                        
                                        
                                        67,500Loss
      from operations
                                        
                                        
                                        (198,905
                                        )
                                        
                                        
                                        (183,405
                                        )
                                        
                                        
                                        15,500
                                        
                                        
                                        
                                        (713,088
                                        )
                                        
                                        
                                        (713,088
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (3,832,558
                                        )
                                        
                                        
                                        (3,900,058
                                        )
                                        
                                        
                                        (67,500
                                        )Total
      other income and (expense)
                                        
                                        
                                        (3,418
                                        )
                                        
                                        
                                        (3,418
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (7,161
                                        )
                                        
                                        
                                        (7,161
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        87,355
                                        
                                        
                                        
                                        87,355
                                        
                                        
                                        
                                        -NET
      LOSS
                                        
                                        $
                                        (202,323
                                        )
                                        
                                        $
                                        (186,823
                                        )
                                        
                                        $
                                        15,500
                                        
                                        
                                        $
                                        (720,249
                                        )
                                        
                                        $
                                        (720,249
                                        )
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        (3,745,203
                                        )
                                        
                                        $
                                        (3,812,703
                                        )
                                        
                                        $
                                        (67,500
                                        )Net
      loss per common share basic and diluted
                                        
                                        $
                                        (0.010
                                        )
                                        
                                        $
                                        (0.009
                                        )
                                        
                                        $
                                        0.001
                                        
                                        
                                        $
                                        (0.037
                                        )
                                        
                                        $
                                        (0.037
                                        )
                                        
                                        $
                                        -Weighted
      average common shares outstanding basic and diluted
                                        
                                        
                                        19,933,928
                                        
                                        
                                        
                                        19,933,928
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        19,680,568
                                        
                                        
                                        
                                        19,680,568




19





ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





NOTE L – RESTATEMENT
(Continued)





iTrackr
      Systems, Inc.
                                        (A
      Development Stage Company)
                                        Statement
      of Stockholder's Equity (Restated)
                                        For
      the Six Months Ended June 30, 2010(OriginallyReported)
                                      
                                      
                                      (Restated)
                                      
                                      
                                      (Difference)Common
      Stock:Shares
      issued for conversion of debt:Shares
                                      
                                      
                                      3,721,257
                                      
                                      
                                      
                                      3,721,257
                                      
                                      
                                      
                                      -Amount
                                      
                                      $
                                      1,444,480
                                      
                                      
                                      $
                                      1,444,480
                                      
                                      
                                      $
                                      -Payable
                                      
                                      
                                      (1,402,013
                                      )
                                      
                                      
                                      (1,402,013
                                      )
                                      
                                      
                                      -Shares
      issued for legal settlement:Shares
                                      
                                      
                                      360,000
                                      
                                      
                                      
                                      360,000
                                      
                                      
                                      
                                      -Amount
                                      
                                      
                                      108,000
                                      
                                      
                                      
                                      108,000
                                      
                                      
                                      
                                      -Shares
      issued for cash:Shares
                                      
                                      
                                      166,666
                                      
                                      
                                      
                                      166,666
                                      
                                      
                                      
                                      -Amount
                                      
                                      
                                      50,000
                                      
                                      
                                      
                                      50,000
                                      
                                      
                                      
                                      -Payable
                                      
                                      
                                      50,000
                                      
                                      
                                      
                                      50,000
                                      
                                      
                                      
                                      -Shares
      issued for services:Shares
                                      
                                      
                                      389,025
                                      
                                      
                                      
                                      389,025
                                      
                                      
                                      
                                      -Amount
                                      
                                      
                                      75,000
                                      
                                      
                                      
                                      142,500
                                      
                                      
                                      
                                      67,500Payable
                                      
                                      
                                      (7,500
                                      )
                                      
                                      
                                      (75,000
                                      )
                                      
                                      
                                      (67,500
                                      )Shares
      issued for accounts payable:Shares
                                      
                                      
                                      101,000
                                      
                                      
                                      
                                      101,000
                                      
                                      
                                      
                                      -Amount
                                      
                                      
                                      32,000
                                      
                                      
                                      
                                      32,000
                                      
                                      
                                      
                                      -Shares
      issued in merger:Shares
                                      
                                      
                                      1,303,638
                                      
                                      
                                      
                                      1,303,638
                                      
                                      
                                      
                                      -Amount
                                      
                                      
                                      65,181
                                      
                                      
                                      
                                      65,181
                                      
                                      
                                      
                                      -Fair
      market value of warrants issued
                                      
                                      
                                      320,459
                                      
                                      
                                      
                                      320,459
                                      
                                      
                                      
                                      -Net
      (Loss)
                                      
                                      
                                      (720,249
                                      )
                                      
                                      
                                      (720,249
                                      )
                                      
                                      
                                      -Prior
      period:Common
      stock amount
                                      
                                      
                                      980,148
                                      
                                      
                                      
                                      980,148
                                      
                                      
                                      
                                      -Common
      stock payable
                                      
                                      
                                      1,451,979
                                      
                                      
                                      
                                      1,519,479
                                      
                                      
                                      
                                      67,500Accumulated
      deficit
                                      
                                      
                                      (3,024,954
                                      )
                                      
                                      
                                      (3,092,454
                                      )
                                      
                                      
                                      (67,500
                                      )Total
      shareholder's (Deficit)
                                      
                                      $
                                      (577,469
                                      )
                                      
                                      $
                                      (577,469
                                      )
                                      
                                      $
                                      -




20




ITRACKR
SYSTEMS, INC


(A
Development Stage Company) (formerly Must Haves, Inc.)


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND SIX MONTHS ENDED JUNE 30, 2010 (RESTATED) AND 2009





NOTE L – RESTATEMENT
(Continued)





iTrackr
      Systems, Inc.
                                                    (A
      Development Stage Company)
                                                    Statements
      of Cash Flows
                                                    For
      the Three and Six Months Ended June 30, 2010 and the Period May 10, 2006
      (Inception) to June 30, 2010Three Months Ended June 30, 2010
                                                  
                                                  
                                                  Six Months Ended June 30, 2010
                                                  
                                                  
                                                  May 10, 2006 to June 30, 2010(Originally
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (Originally
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (OriginallyReported)
                                                  
                                                  
                                                  (Restated)
                                                  
                                                  
                                                  (Difference)
                                                  
                                                  
                                                  Reported)
                                                  
                                                  
                                                  (Restated)
                                                  
                                                  
                                                  (Difference)
                                                  
                                                  
                                                  Reported)
                                                  
                                                  
                                                  (Restated)
                                                  
                                                  
                                                  (Difference)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Earnings <loss>
                                                  
                                                  $
                                                  (202,323
                                                  )
                                                  
                                                  $
                                                  (186,823
                                                  )
                                                  
                                                  $
                                                  15,500
                                                  
                                                  
                                                  $
                                                  (720,249
                                                  )
                                                  
                                                  $
                                                  (720,249
                                                  )
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  (3,745,203
                                                  )
                                                  
                                                  $
                                                  (3,812,703
                                                  )
                                                  
                                                  $
                                                  (67,500
                                                  )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Depreciation
                                                  
                                                  
                                                  8,872
                                                  
                                                  
                                                  
                                                  8,872
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  17,923
                                                  
                                                  
                                                  
                                                  17,923
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  124,778
                                                  
                                                  
                                                  
                                                  124,778
                                                  
                                                  
                                                  
                                                  -Asset
      impairment
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  138,000
                                                  
                                                  
                                                  
                                                  138,000
                                                  
                                                  
                                                  
                                                  -Compensation
      expense on fair market value of options issued
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  178,844
                                                  
                                                  
                                                  
                                                  178,844
                                                  
                                                  
                                                  
                                                  -Compensation
      expense on fair value of warrants issued
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  320,459
                                                  
                                                  
                                                  
                                                  270,459
                                                  
                                                  
                                                  
                                                  (50,000
                                                  )
                                                  
                                                  
                                                  342,959
                                                  
                                                  
                                                  
                                                  292,959
                                                  
                                                  
                                                  
                                                  (50,000
                                                  )Stock
      compensation expense
                                                  
                                                  
                                                  2,500
                                                  
                                                  
                                                  
                                                  52,500
                                                  
                                                  
                                                  
                                                  50,000
                                                  
                                                  
                                                  
                                                  110,500
                                                  
                                                  
                                                  
                                                  160,500
                                                  
                                                  
                                                  
                                                  50,000
                                                  
                                                  
                                                  
                                                  512,513
                                                  
                                                  
                                                  
                                                  630,013
                                                  
                                                  
                                                  
                                                  117,500Common
      stock issued for accrued interest
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  466
                                                  
                                                  
                                                  
                                                  466
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  163,237
                                                  
                                                  
                                                  
                                                  163,237
                                                  
                                                  
                                                  
                                                  -Common
      stock issued for accounts payable
                                                  
                                                  
                                                  32,000
                                                  
                                                  
                                                  
                                                  32,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  32,000
                                                  
                                                  
                                                  
                                                  32,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  32,000
                                                  
                                                  
                                                  
                                                  32,000
                                                  
                                                  
                                                  
                                                  -Changes
      in operating accounts:
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  -Accounts
      receivable
                                                  
                                                  
                                                  2,239
                                                  
                                                  
                                                  
                                                  2,239
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  761
                                                  
                                                  
                                                  
                                                  761
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (5,025
                                                  )
                                                  
                                                  
                                                  (5,025
                                                  )
                                                  
                                                  
                                                  -Other
      current assets
                                                  
                                                  
                                                  1,562
                                                  
                                                  
                                                  
                                                  1,562
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  1,562
                                                  
                                                  
                                                  
                                                  1,562
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  1,562
                                                  
                                                  
                                                  
                                                  1,562
                                                  
                                                  
                                                  
                                                  -Accounts
      payable and accrued expenses
                                                  
                                                  
                                                  87,663
                                                  
                                                  
                                                  
                                                  22,163
                                                  
                                                  
                                                  
                                                  (65,500
                                                  )
                                                  
                                                  
                                                  83,427
                                                  
                                                  
                                                  
                                                  83,427
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  608,306
                                                  
                                                  
                                                  
                                                  608,306
                                                  
                                                  
                                                  
                                                  -CASH
      PROVIDED (USED) BY OPERATING ACTIVITIES
                                                  
                                                  
                                                  (67,487
                                                  )
                                                  
                                                  
                                                  (67,487
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (153,151
                                                  )
                                                  
                                                  
                                                  (153,151
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (1,648,029
                                                  )
                                                  
                                                  
                                                  (1,648,029
                                                  )
                                                  
                                                  
                                                  -CASH
      FLOWS FROM INVESTING ACTIVITIES:Cash
      acquired in merger
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  95
                                                  
                                                  
                                                  
                                                  95
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  95
                                                  
                                                  
                                                  
                                                  95
                                                  
                                                  
                                                  
                                                  -Acquisition
      of furniture and equipment
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (206,211
                                                  )
                                                  
                                                  
                                                  (206,211
                                                  )
                                                  
                                                  
                                                  -Other
      investing activities
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (138,000
                                                  )
                                                  
                                                  
                                                  (138,000
                                                  )
                                                  
                                                  
                                                  -CASH
      PROVIDED (USED) BY INVESTING ACTIVITIES
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  95
                                                  
                                                  
                                                  
                                                  95
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (344,116
                                                  )
                                                  
                                                  
                                                  (344,116
                                                  )
                                                  
                                                  
                                                  -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the issuance of stock warrants
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  50,000
                                                  
                                                  
                                                  
                                                  50,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  50,000
                                                  
                                                  
                                                  
                                                  50,000
                                                  
                                                  
                                                  
                                                  -Issuance
      of common stock for cash
                                                  
                                                  
                                                  50,000
                                                  
                                                  
                                                  
                                                  50,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  100,000
                                                  
                                                  
                                                  
                                                  100,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  100,000
                                                  
                                                  
                                                  
                                                  100,000
                                                  
                                                  
                                                  
                                                  -Repayment
      of promissory notes
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (45,000
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  45,000Repayment
      of related party notes
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (40,750
                                                  )
                                                  
                                                  
                                                  (85,750
                                                  )
                                                  
                                                  
                                                  (45,000
                                                  )Proceeds
      from promissory notes
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  17,000
                                                  
                                                  
                                                  
                                                  17,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  1,903,750
                                                  
                                                  
                                                  
                                                  1,708,000
                                                  
                                                  
                                                  
                                                  (195,750
                                                  )Proceeds
      from related party notes
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  1,000
                                                  
                                                  
                                                  
                                                  1,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  42,312
                                                  
                                                  
                                                  
                                                  238,062
                                                  
                                                  
                                                  
                                                  195,750CASH
      PROVIDED (USED) BY FINANCING ACTIVITIES
                                                  
                                                  
                                                  50,000
                                                  
                                                  
                                                  
                                                  50,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  168,000
                                                  
                                                  
                                                  
                                                  168,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,010,312
                                                  
                                                  
                                                  
                                                  2,010,312
                                                  
                                                  
                                                  
                                                  -NET
      INCREASE (DECREASE) IN CASH
                                                  
                                                  
                                                  (17,487
                                                  )
                                                  
                                                  
                                                  (17,487
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  14,944
                                                  
                                                  
                                                  
                                                  14,944
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  18,167
                                                  
                                                  
                                                  
                                                  18,167
                                                  
                                                  
                                                  
                                                  -CASH,
      beginning of period
                                                  
                                                  
                                                  35,654
                                                  
                                                  
                                                  
                                                  35,654
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  3,223
                                                  
                                                  
                                                  
                                                  3,223
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -CASH,
      end of period
                                                  
                                                  $
                                                  18,167
                                                  
                                                  
                                                  $
                                                  18,167
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  18,167
                                                  
                                                  
                                                  $
                                                  18,167
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  18,167
                                                  
                                                  
                                                  $
                                                  18,167
                                                  
                                                  
                                                  $
                                                  -SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONNON-CASH OPERATING ACTIVITIES:Value
      of Common Stock issued in exchange for services
                                                  
                                                  $
                                                  2,500
                                                  
                                                  
                                                  $
                                                  52,500
                                                  
                                                  
                                                  $
                                                  50,000
                                                  
                                                  
                                                  $
                                                  110,500
                                                  
                                                  
                                                  $
                                                  160,500
                                                  
                                                  
                                                  $
                                                  50,000Value
      of Common Stock issued for accrued interest
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  466
                                                  
                                                  
                                                  $
                                                  466
                                                  
                                                  
                                                  $
                                                  -Value
      of Common Stock issued for debt principle
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  42,000
                                                  
                                                  
                                                  $
                                                  42,000
                                                  
                                                  
                                                  $
                                                  -Value
      of Common Stock issued for accounts payable
                                                  
                                                  $
                                                  32,000
                                                  
                                                  
                                                  $
                                                  32,000
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  32,000
                                                  
                                                  
                                                  $
                                                  32,000
                                                  
                                                  
                                                  $
                                                  -Value
      of warrants issued
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  292,959
                                                  
                                                  
                                                  $
                                                  292,959
                                                  
                                                  
                                                  $
                                                  -


21


Item 2.  Management's
Discussion and Analysis of Financial Condition and Results of
Operations.




This
quarterly report contains forward-looking statements including statements
regarding our expectations, beliefs, intentions or future strategies that are
signified by the words “expects,” “anticipates,” “intends,” “believes” or
similar language.  These forward-looking statements involve risks,
uncertainties and other factors.  All forward-looking statements
included in this quarterly report are based on information available to us on
the date hereof and speak only as of the date hereof.  We undertake no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events, or otherwise.  The
factors discussed elsewhere in this quarterly report are among those factors
that in some cases have affected our results and could cause the actual results
to differ materially from those projected in the forward-looking
statements.




The
following discussion should be read in conjunction with our condensed
consolidated financial statements and related notes included elsewhere in this
quarterly
report.




Recent
Events





On
February 1, 2010, Must Haves, Inc. amended its articles of incorporation with
the State of Florida, changing its name to iTrackr Systems, Inc.





On
December 10, 2009, Must Haves, Inc., iTrackr Acquisition, Inc. (“Merger
Sub”) and iTrackr, Inc., a Florida corporation (“iTrackr”), entered into an
Agreement and Plan of Merger (the “Agreement”), which closed January 12, 2010.
On the Closing Date, iTrackr was merged with and into Merger Sub, which is the
surviving corporation and became a wholly-owned subsidiary of the
Registrant.





At the
closing of the Merger, subject to and pursuant to the terms and conditions of
the Agreement, each outstanding share of Purchaser common stock was converted
into one share of common stock of the Registrant. Upon consummation of the
Merger, the shareholders of the Purchaser received an aggregate of 17,875,695
shares of Registrant common stock and thus owned 93.5% of Must Have’s common
stock. Must Haves also assumed 6,555,000 options and warrants of iTrackr, which
are exercisable at prices from $0.01 to $0.40.





In
addition, pursuant to the Plan of Merger Agreement, Stella Gostfrand submitted
her resignation as an officer and director of the Company, and Michael Uhl, Dave
Baesler and John Rizzo were appointed to serve as members of the board of
directors of the Company, all of which will be effective following the
expiration of the ten day period following the mailing of the information
statement required by Rule 14f-1 under the Exchange Act. Upon the
consummation of the Reverse Merger, Ramesh Anand was appointed to serve as Chief
Operating of the Company, and Mr. Rizzo was appointed to serve as Chief
Executive Officer and Chief Financial Officer of the Company.





Overview





iTrackr
Systems, Inc. (“iTrackr”, the “Company”, “we”, “us” or “our”) was formed in May
2006 to develop, market and commercialize a product and inventory search
application through a social networking site designed to leverage the best of
Internet and Mobile technologies. We have taken the best of several burgeoning
markets, including eCommerce, social networking and mobile content, and
developed what we believe is a powerful platform that drives value to consumers,
retailers and advertising and marketing firms.





iTrackr
Systems intends to introduce and commercialize Internet and Mobile social
merchandizing technology platforms to retailers and consumers. “Social
merchandizing” applies the variety of traditional marketing practices to promote
products and services to a community of individuals via social networking
technologies. iTrackr is similar to MySpace and Facebook; however, our members’
interests are not in diary or event blogging, but in the timely location of
products and services which can be acquired and consumed on a local
level.





iTrackr
Systems’ technology enables consumers to search and track merchandise, letting
the consumer know which retail locations in a local zip code are stocking the
queried merchandise, as well as the comparative prices. In addition, if the item
is not in stock, the consumer can request that iTrackr Systems notify them via
mobile text message or email when the item is delivered to a local retailer and
where that retailer is located.




22


In 2009,
iTrackr purchased online customers support software technology from Chatstat for
approximately $95,000.iTrackr has subsequently
launched its customer support chat software (“ChatTrackr”) which facilitates
real-time customer support and expert advice, and paid
transactions.





iTrackr
generates revenues primarily through the licensing of its ChatTrackr to two
customers, Respond Q and Saveology. These customers use our application service
provider (“ASP”) system, outsourcing our chat applications for a monthly
fee-per-agent, or license fee and in certain cases, an annual enterprise
fee.





In
addition, we offer customers a hosted ChatTrackr solution, enabling them to
download our software on their website, where agents download a fee-based
desktop application, while we manage the service on our network for an
additional fee. Examples of websites we manage include www.buycomcast.com
and www.buytimewarner.com.
We also bill customers for maintenance and upgrades to our service.





Our plans
for to grow our customer support business is to position ChatTrackr as a sales
tool for online retailers, increasing fees through customer additions, traffic
and through the number of agents using ChatTrackr. We intend to expand our
product search business by offering this service to existing ChatTrackr
customers as a means of driving further traffic to their own websites and
transactional volume. Our target markets include all ecommerce businesses,
financial services, healthcare and automotive.





Our
primary sources of operating funds have been historically through the issuance
of debt and equity.  For the six months ended June 30, 2010, we raised
$50,000 from the sale of a warrant, $100,000 from the sale of common stock and
$18,000 in debt.  For the year ended December 31, 2009, we raised
$333,312 in debt.  To finance our growth strategy, we may continue to
actively pursue additional funds through equity financing, including the sale of
additional shares of common and preferred stock, asset sales, accelerated
payments of maintenance and management fees, debt financing, or a combination
thereof.





At June
30, 2010, iTrackr Systems had assets of $212,320.  For the six months
ended June 30, 2010, the Company had revenue of $18,575, and net losses of
$720,249.  iTrackr Systems has incurred losses since inception and may
not be able to generate sufficient net revenue from its business in the future
to achieve or sustain profitability. At June 30, 2010, the Company had
approximately $18,167 of unrestricted cash on hand and assuming there is no
change in sales and expense trends experienced since the first half of fiscal
2010, the Company believes that its cash on hand is insufficient to continue
operations.  The Company currently needs approximately $130,000 to
$160,000 per quarter to maintain and expand our sales and
operations.  Thus, the Company will need approximately $520,000 to
$640,000 to continue through June 30, 2010.





Impact
of Inflation





General
inflation in the economy has driven the operating expenses of many businesses
higher, and, accordingly we have experienced increased salaries and higher
prices for supplies, goods and services. We continuously seek methods of
reducing costs and streamlining operations while maximizing efficiency through
improved internal operating procedures and controls. While we are subject to
inflation as described above, our management believes that inflation currently
does not have a material effect on our operating results. However, inflation may
become a factor in the future.





Critical
Accounting Estimates





The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States requires us to
make judgments, assumptions and estimates that affect the amounts reported. Note
A of Notes to Financial Statements describes the significant accounting policies
used in the preparation of the financial statements. Certain of these
significant accounting policies are considered to be critical accounting
policies, as defined below.





A
critical accounting policy is defined as one that is both material to the
presentation of our financial statements and requires management to make
difficult, subjective or complex judgments that could have a material effect on
our financial condition and results of operations. Specifically, critical
accounting estimates have the following attributes:




23


·
              We
      are required to make assumptions about matters that are highly uncertain
      at the time of the estimate;
and





·
              Different
      estimates we could reasonably have used, or changes in the estimate that
      are reasonably likely to occur, would have a material effect on our
      financial condition or results of
operations.





Estimates
and assumptions about future events and their effects cannot be determined with
certainty. We base our estimates on historical experience and on various other
assumptions believed to be applicable and reasonable under the circumstances.
These estimates may change as new events occur, as additional information is
obtained and as our operating environment changes. These changes have
historically been minor and have been included in the consolidated financial
statements as soon as they became known. Based on a critical assessment of our
accounting policies and the underlying judgments and uncertainties affecting the
application of those policies, management believes that our financial statements
are fairly stated in accordance with accounting principles generally accepted in
the United States, and present a meaningful presentation of our financial
condition and results of operations.





In
preparing our financial statements to conform to accounting principles generally
accepted in the United States, we make estimates and assumptions that affect the
amounts reported in our financial statements and accompanying notes. These
estimates include useful lives for fixed assets for depreciation calculations
and assumptions for valuing options and warrants. Actual results could differ
from these estimates.





Long-lived
Assets





Long-lived
assets, comprised of equipment, and identifiable intangible assets, are
evaluated for impairment whenever events or changes in circumstances indicate
that the carrying value may not be recoverable. Factors that may cause an
impairment review include significant changes in technology that make current
computer-related assets that we use in our operations obsolete or less useful
and significant changes in the way we use these assets in our operations. When
evaluating long-lived assets for potential impairment, we first compare the
carrying value of the asset to the asset’s estimated future cash flows
(undiscounted and without interest charges). If the estimated future cash flows
are less than the carrying value of the asset, we calculate an impairment loss.
The impairment loss calculation compares the carrying value of the asset to the
asset’s estimated fair value, which may be based on estimated future cash flows
(discounted and with interest charges). We recognize an impairment loss if the
amount of the asset’s carrying value exceeds the asset’s estimated fair value.
If we recognize an impairment loss, the adjusted carrying amount of the asset
becomes its new cost basis. The new cost basis will be depreciated (amortized)
over the remaining useful life of that asset. Using the impairment evaluation
methodology described herein, there have been no long-lived asset impairment
charges for each of the last two years.





Our
impairment loss calculations contain uncertainties because they require
management to make assumptions and to apply judgment to estimate future cash
flows and asset fair values, including forecasting useful lives of the assets
and selecting the discount rate that reflects the risk inherent in future cash
flows.





We have
not made any material changes in our impairment loss assessment methodology
during the past two fiscal years. We do not believe there is a reasonable
likelihood that there will be a material change in the estimates or assumptions
we use to calculate long-lived asset impairment losses. However, if actual
results are not consistent with our estimates and assumptions used in estimating
future cash flows and asset fair values, we may be exposed to losses that could
be material.





Income
Taxes





Provisions
for income taxes are based on taxes payable or refundable for the current period
and deferred taxes on temporary differences between the amount of taxable income
and pretax financial income and between the tax bases of assets and liabilities
and their reported amounts in the financial statements. Deferred tax assets and
liabilities are included in the financial statements at currently enacted income
tax rates applicable to the period in which the deferred tax assets and
liabilities are expected to be realized or settled.


24


When
accounting for Uncertainty in Income Taxes, first, the tax position is evaluated
to determine the likelihood that it will be sustained upon external examination.
If the tax position is deemed “more-likely-than-not” to be sustained, the tax
position is then assessed to determine the amount of benefit to recognize in the
financial statements. The amount of the benefit that may be recognized is the
largest amount that has a greater than 50 percent likelihood of being
realized upon ultimate settlement. As changes in tax laws or rates are enacted,
deferred tax assets and liabilities are adjusted through the provision for
income taxes. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized. The Company underwent
a change of control for income tax purposes on October 8, 2003 according to
Section 381 of the Internal Revenue Code. The Company’s utilization of U.S.
Federal net operating losses will be limited in accordance to Section 381
rules. As changes in tax laws or rates are enacted, deferred tax assets and
liabilities are adjusted through the provision for income taxes. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.




Results
of Operations




Three
and Six Months Ended June 30, 2010 Compared With the Three and Six Months Ended
June 30, 2009.




Revenues




Revenues
for the three months ended June 30, 2010 were $7,833 representing a $7,568
increase from revenues of $265 for the three months ended June 30,
2009.  Revenues for the six months ended June 30, 2010 were $18,575
representing a $17,215 increase from revenues of $1,360 for the six months ended
June 30, 2009.  The increase in revenue is primarily due to the
purchase of ChatStat and resulting sales of live chat software which began in
our fourth quarter of 2009.  Of the $18,575 in our first half 2010
sales, $155 relates to click through referral fees and $18,420 to sales of
ChatTrackr.  One customer, Saveology, accounted for all of our
ChatTrackr related sales.  These results compare to 2009 where all
$1,360 was related to click through referral fees.  The $1,205
decrease in referral fees from $1,360 in 2009 to $155 in 2010 is due to a
decrease in advertising due to the current economic climate.





Saveology
is our only ChatTrackr customer.  On September 1, 2009 we entered into
an agreement whereby the Company provides Saveology Click2Chat (i.e.,
ChatTrackr) software as a service.  The Company bills Saveology
monthly on net 30 day payment terms at the rate of $0.75 per chat
hour.  The initial contract term is 12 months and renews for
successive 12 month periods unless terminated.  Services that are
voluntarily terminated are payable to the Company by Saveology through the then
current 12 month term.





Operating
Expenses




Total
operating expenses for the three months ended June 30, 2010 were $191,238, an
increase of $19,506 from $171,732 for the three months ended June 30,
2009.  Total operating expenses for the six months ended June 30, 2010
were $731,663, an increase of $437,872 from $293,791 for the six months ended
June 30, 2009.  The six month increase in expense is mainly due to a
year-over-year $409,293 increase in the recognition of non-cash stock
compensation primarily related to the issuance of stock for services, grant of
warrants and legal settlement with Marc Falcone, and a $79,779 increase in
professional fees offset by a $49,071 decrease in personnel
expenses.  Excluding stock compensation expense of $430,959 through
the six months ended June 30, 2010 and $21,666 through the six months ended June
30, 2009, operating expenses were $300,704 for the six months ended June 30,
2010 compared to $272,125 for the six months ended June 30, 2009, or $28,579
higher in the current year compared to 2009.





Other
Income and Expense




Other
expense decreased $22,229 to $3,418 for the three months ended June 30, 2010
compared to $25,647 of expense during the same period last
year.  Other expense decreased $43,851 to $7,161 for the six months
ended June 30, 2010 compared to $51,012 of expense during the same period last
year.  The decrease is due to the reduction of interest expense as a
result of converting most of our debt to common stock at the end of
2009.




Net
Loss




As a
result of the foregoing, our net loss was $186,823, or $0.009 per share, for the
three months ended June 30, 2010 compared to a loss of $197,114, or $0.014 per
share for the three months ended June 30, 2009.  Our net loss was
$720,249, or $0.037 per share, for the six months ended June 30, 2010 compared
to a loss of $343,443, or $0.025 per share for the six months ended June 30,
2009.  Excluding one-time, non-cash charges totaling $430,959 in 2010
and $21,666 in 2009 related to stock compensation, the Company’s loss decreased
$32,487, or 10% to $289,290 for the six months ended June 30, 2010 compared to
$321,777 for the six months ended June 30, 2009.




25


Liquidity
and Capital Resources




From
inception to June 30, 2010, we have incurred an accumulated deficit of
$3,812,703.  This loss has been incurred through a combination of
stock compensation of $1,101,816, professional fees and expenses supporting our
plans to develop our website and brand our services as well as continued
operating losses.  Since inception, we have financed our operations
primarily through debt and equity financing.  However, we cannot
provide assurance that management will be successful in acquiring such sources
of capital in the future.  During the six months ended June 30, 2010
we had a net increase in cash of $14,944.  Total cash resources as of
June 30, 2010 was $18,167 compared with $3,223 at December 31,
2009.





Our
accounts payable and accrued expense balance as of June 30, 2010 was
approximately $637,477 and includes $556,500 due to our CEO for unpaid salary
and expenses and $80,977 of accounts payable and accrued
liabilities.





Our
available working capital and capital requirements will depend upon numerous
factors, including the sale of live chat services, the timing and cost of
expanding into new markets, the cost of developing competitive technologies, the
resources that we devote to developing new products and commercializing
capabilities, the status of our competitors, our ability to establish
collaborative arrangements with other organizations, and our ability to attract
and retain key employees.  We believe that approximately $43,300 to $53,300
per month or $520,000 to $640,000 will be required to maintain and expand our
sales and operations and cover our operating and public company administrative
expenses for the next 12 months.  These costs are comprised of wages,
professional fees, communications (i.e., cell phone and internet service)
internet hosting and supplies.  In addition to covering our operating
expenses, we may require additional cash resources due to changing business
conditions or other future developments, including any acquisitions we may
decide to pursue. At present, the Company does not have any proposed business
combination, agreements, the consummation of which is probable.





The
Company receives approximately $6,000 to $17,000 per quarter in sales
revenue.  However, due to our limited operating history, we cannot
estimate the level of future sales.  Thus, our current liquidity is
insufficient to meet our expenses for the next 12 months.  As a result
our management continues to work diligently to secure either debt or equity
based financing for which we are currently in discussions.  In the
short term, if this registration statement is declared effective, we hope to
receive commitments from certain warrant holders that they intend to exercise
their warrants.  The cash to be realized upon exercise of these
warrants is expected to be approximately $550,000.   If no
outside funding is achieved, it is not the intention of the Company to cease
operations.  Mr. Rizzo, our CEO will continue to provide personal
funds as needed and the Company will operate at a reduced level as has been the
case whereby approximately $15,000 to $25,000 per month sustains the Company’s
cash flow needs.





Net cash
used by operating activities was $153,151 for the six months ended June 30, 2010
as compared to $253,930 for the six months ended June 30, 2009.




Net cash
provided by investing activities was $95 for the six months ended June 30, 2010
as compared to $0 for the six months ended June 30, 2009.




Net cash
provided by financing activities was $168,000 for the six months ended June 30,
2010 as compared to $75,000 for the six months ended June 30, 2009.





During
the year ended December 31, 2008, iTrackr Systems, Inc.:




·
              Issued
      214,025 shares of restricted common stock in exchange for services valued
      at $107,013.


·
              Received
      gross proceeds of $968,750 from promissory notes and repaid $85,750 of
      promissory notes.





During
the year ended December 31, 2009, iTrackr Systems, Inc.:




·
              Issued
      150,000 shares of restricted common stock in exchange for services valued
      at $75,000.


·
              Converted
      $1,300,000 of principle and $137,467 of accrued interest into 3,721,257
      shares of restricted common
stock.


·
              Received
      gross proceeds of $333,312 from promissory
  notes.




26


During
the six months ended June 30, 2010, iTrackr Systems, Inc.:





·
              Received
      $50,000 in exchange for the issuance of 166,666 shares of restricted
      common stock.


·
            Received
      $50,000 upon the exercise of warrants to purchase 166,666 shares of
      restricted common stock.


·
            Received
      $50,000 in exchange for a warrant to purchase 1,000,000 shares of common
      stock.


·
            Converted
      $42,000 of principle and $466 of accrued interest into 121,332 shares of
      restricted common stock.


·
            Received
      gross proceeds of $18,000 from promissory
  notes.


·
            Issued
      360,000 shares of restricted common stock valued at $108,000 to settle a
      legal dispute with Marc
Falcone.


·
            Issued
      101,000 shares of restricted common stock to settle accounts payable
      valued at $32,000.


·
            Issued
      225,000 shares of restricted common stock in exchange for services valued
      at 67,500.





Off-Balance
Sheet Arrangements





We have
no material off-balance sheet transactions.





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





Not
applicable.





Item
4.  Controls and Procedures.





See Item
4(T) below.





Item
4(T).  Controls and Procedures (Restated).





Evaluation of Disclosure
Controls and Proceduresand Internal Controls Over
Financial Reporting




Under the
supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of the design and operation of our “disclosure controls and
procedures,” as such term is defined in Rules 13a-15e promulgated under the
Exchange Act as of this report. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that our disclosure controls
and procedures were ineffective as of the end of the period covered by this
report to provide reasonable assurance that material information required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms.





Our Board
of Directors were advised by Bedinger and Company, our independent registered
public accounting firm, that during their performance of audit procedures for
the year ended December 31, 2009 and 2008, they have identified a material
weakness as defined in Public Accounting Oversight Board Standard No. 5 in our
internal control over financial reporting. Our auditors have identified the
following material weaknesses in our internal control over financial reporting
as of December 31, 2009:





A
material weakness in the Company’s internal control over financial reporting
exists in that there is limited segregation of duties amongst the Company’s
employees with respect to the Company’s preparation and review of the Company’s
financial statements. This material weakness is a result of the Company’s
limited number of employees. This material weakness may affect management’s
ability to effectively review and analyze elements of the financial statement
closing process and prepare financial statements in accordance with U.S.
GAAP.





Management
is aware that there is a current lack of segregation of certain duties at the
Company due to the small number of employees with responsibility for general
administrative and financial matters and that this constitutes a material
weakness in financial reporting. However, at this time, our resources and size
prevent us from being able to employ sufficient resources to enable us to have
adequate segregation of duties within our internal control system. Management
will periodically reevaluate this situation. If the volume of business increases
and sufficient capital is secured, it is the Company’s intention to further
increase staffing to mitigate the current lack of segregation of duties within
the general, administrative and financial functions.




27


Changes in Internal Control
over Financial Reporting




We periodically
review our system of internal control over financial reporting and make changes
to our processes and systems to improve controls and increase efficiency, while
ensuring that we maintain an effective internal control environment. Changes may
include such activities as implementing new, more efficient systems,
consolidating activities, and migrating processes.




There
were no changes to our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the
period covered by this report that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.




Inherent Limitations on
Effectiveness of Controls




Our
management, including the CEO and CFO, does not expect that our disclosure
controls or our internal control over financial reporting will prevent or detect
all error and all fraud. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control
system’s objectives will be met. The design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Further, because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that misstatements due to error or fraud will not occur or that all control
issues and instances of fraud, if any, have been detected. The design of any
system of controls is based in part on certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Projections of
any evaluation of the effectiveness of controls to future periods are subject to
risks. Over time, controls may become inadequate because of changes in
conditions or deterioration in the degree of compliance with policies or
procedures.




PART
II — OTHER INFORMATION





Item 1.  Legal Proceedings.




Not
applicable.




Item
1a.  Risk Factors.




Not
applicable.




Item 2.  Unregistered Sales
of Equity Securities and Use of Proceeds.




During
the six months ended June 30, 2010, iTrackr Systems, Inc.  issued
1,140,664 shares of its common stock in private transactions not involving a
public offering, as follows:




·
              We
      issued 166,666 shares of common stock in exchange for
    $50,000.




·
            We
      received $50,000 upon the exercise of warrants to purchase 166,666 shares
      of common stock.




·
            We
      issued 101,000 shares of common stock to settle $32,000 of accounts
      payable.




·
            We
      issued 225,000 shares of common stock for services valued at
      $67,500.




·
            We
      issued 360,000 shares of common stock as a result of a legal settlement
      for prior services.




·
            We
      issued 121,332 shares of common stock in exchange for a $42,466 reduction
      of notes payable.




All funds
received from the sale of our shares were used for working capital
purposes.




All
shares bear a legend restricting their disposition.


28


The
shares were issued in reliance upon an exemption from registration pursuant to
Section 4(2) of the Securities Act or Rule 506 of Regulation D promulgated under
the Securities Act.  Each investor took his securities for investment
purposes without a view to distribution and had access to information concerning
us and our business prospects, as required by the Securities Act.  In
addition, there was no general solicitation or advertising for the purchase of
our shares.  Our securities were sold only to an accredited investor,
as defined in the Securities Act with whom we had a direct personal preexisting
relationship, and after a thorough discussion.  Finally, our stock
transfer agent has been instructed not to transfer any of such shares, unless
such shares are registered for resale or there is an exemption with respect to
their transfer.




Each
purchaser was provided with access to our filings with the SEC, including the
following:




·  Our
annual report to stockholders for the most recent fiscal year, the definitive
proxy statement filed in connection with that annual report, and, if requested
by the purchaser in writing, a copy of our most recent Form 10-K/A under the
Exchange Act.




·  The
information contained in an annual report on Form 10-K under the Exchange
Act.




· The
information contained in any reports or documents required to be filed by
iTrackr Systems under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange
Act since the distribution or filing of the reports specified
above.




· A brief
description of the securities being offered, the use of the proceeds from the
offering, and any material changes in iTrackr Systems’ affairs that are not
disclosed in the documents furnished.




Item 3.  Defaults Upon Senior
Securities.




Not
applicable.




Item 4.  Submission of Matters to a Vote
of Security Holders.




Not
applicable.




Item 5.  Other
Information.




Not
applicable.




Item
6.  Exhibits.




Exhibit No.
                
                Identification of
Exhibit31.1*
                
                Certification
      of John Rizzo, Chief Executive Officer of iTrackr Systems, Inc., pursuant
      to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act
      of 2002.31.2*
                
                Certification
      of John Rizzo, Chief Financial Officer of iTrackr Systems, Inc., pursuant
      to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act
      of 2002.32.1*
                
                Certification
      of John Rizzo, Chief Executive Officer of iTrackr Systems, Inc., pursuant
      to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act
      of 2002.32.2*
                
                Certification
      of John Rizzo, Chief Financial Officer of iTrackr Systems, Inc., pursuant
      to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act
      of 2002.








*      Filed
Herewith


29


SIGNATURES




In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




Date:
      October 18, 2010
                  ITRACKR
      SYSTEMS, INC.By
                  /s/John
      RizzoJohn
      Rizzo, Chief Executive OfficerBy
                  /s/John
      RizzoJohn
      Rizzo, Chief Financial
Officer





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




Signature
                
                Title
                
                Date/s/
      John Rizzo
                
                Chief
      Executive Officer, Chief Financial Officer
                  and
      Director
                
                October
      18, 2010




30