U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 
  FORM
10-Q
  þQuarterly report under Section 13 or
15(d) of the Securities Exchange Act of 1934
 For
the quarterly period ended September 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
                05-0597678(State
      or other jurisdiction of
                (I.R.S.
      Employer Identificationincorporation
      or organization)
                Number)20423
      State Road 7 Suite F6490
                33498Boca
      Raton, FL
                (Zip
      Code)(Address
      of principal executiveoffices)(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
               ̈Non-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 contains information regarding the Company and
iTrackr, Inc., as indicated herein.
  
  ITRACKR SYSTEMS, INC.
 FORM
10-Q
 TABLE OF
CONTENTS
 
 PAGEPART
      I - FINANCIAL INFORMATIONItem
      1.
                  Financial
      StatementsConsolidated
      Balance Sheets as of September 30, 2010 (Unaudited)
      and  December 31, 2009
                  1Consolidated
      Statements of Operations (Unaudited) For the Three and Nine Months Ended
      September 30, 2010 and 2009 and the Period May 10, 2006 (Date of
      Inception) to September 30, 2010
                  2Consolidated
      Statement of Stockholders' Equity (Unaudited) For the Nine Months Ended
      September 30, 2010
                  3Consolidated
      Statements of Cash Flows (Unaudited) For the Three and Nine Months Ended
      September 30, 2010 and 2009 and the Period May 10, 2006 (Date of
      Inception) to September 30, 2010
                  4Notes
      to Consolidated Financial Statements (Unaudited)
                  5-18Item
      2.
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  19-24Item
      3.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  24Item
      4.
                  Controls
      and Procedures
                  24Item
      4(T).
                  Controls
      and Procedures
                  24PART
      II - OTHER INFORMATIONItem
      1.
                  Legal
      Proceedings
                  25Item
      1A.
                  Risk
      Factors
                  25Item
      2.
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  25Item
      3.
                  Defaults
      Upon Senior Securities
                  26Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  26Item
      5.
                  Other
      Information
                  26Item
      6.
                  Exhibits
                  26Signatures
                  27
 
 Item
1.  Financial Statements.
 
 iTrackr Systems, Inc.(A
      Development Stage Company)(formerly Must Haves, Inc.)Balance
      Sheets
 September 30,
                                              
                                              
                                              December 31,2010
                                              
                                              
                                              2009(Unaudited)
                                              
                                              
                                              (Restated)AssetsCurrent
      AssetsCash
                                              
                                              $
                                              8,197
                                              
                                              
                                              $
                                              3,223Accounts
      receivable
                                              
                                              
                                              14,178
                                              
                                              
                                              
                                              5,786Other
      current assets
                                              
                                              
                                              7,500
                                              
                                              
                                              
                                              -Total
      Current Assets
                                              
                                              
                                              29,875
                                              
                                              
                                              
                                              9,009Fixed
      assets (Note B)
                                              
                                              
                                              206,211
                                              
                                              
                                              
                                              206,211Accumulated
      depreciation
                                              
                                              
                                              (133,588
                                              )
                                              
                                              
                                              (106,856
                                              )Net
      fixed assets
                                              
                                              
                                              72,623
                                              
                                              
                                              
                                              99,355Goodwill
      (Note C)
                                              
                                              
                                              92,697
                                              
                                              
                                              
                                              -Total
      Assets
                                              
                                              $
                                              195,195
                                              
                                              
                                              $
                                              108,364Liabilities
      and Stockholders' DeficitCurrent
      LiabilitiesAccounts
      payable & accrued expenses (Note D)
                                              
                                              $
                                              710,867
                                              
                                              
                                              $
                                              524,879Convertible
      promissory notes (Note E)
                                              
                                              
                                              25,000
                                              
                                              
                                              
                                              25,000Promissory
      notes - related party (Note E)
                                              
                                              
                                              182,312
                                              
                                              
                                              
                                              151,312Total
      Current Liabilities
                                              
                                              
                                              918,179
                                              
                                              
                                              
                                              701,191Total
      Liabilities
                                              
                                              
                                              918,179
                                              
                                              
                                              
                                              701,191Stockholders'
      Deficit (Note F)Common
      stock, no par value 100,000,000 shares authorized; issued and outstanding
      20,319,997 and 13,990,413 at September 30, 2010 and December 31, 2009,
      respectively.
                                              
                                              
                                              3,235,234
                                              
                                              
                                              
                                              980,148Common
      stock payable
                                              
                                              
                                              37,500
                                              
                                              
                                              
                                              1,451,979Deficit
      accumulated during the development stage
                                              
                                              
                                              (3,995,718
                                              )
                                              
                                              
                                              (3,024,954
                                              )Total
      stockholders' deficit
                                              
                                              
                                              (722,984
                                              )
                                              
                                              
                                              (592,827
                                              )Total
      Liabilities and Stockholders' Deficit
                                              
                                              $
                                              195,195
                                              
                                              
                                              $
                                              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 Nine Months Ended September 30, 2010 and 2009 and the Period
      May 10, 2006 (Inception) to September 30,
2010
 May 10, 2006Three
      Months Ended
                                                
                                                
                                                Nine
      Months Ended
                                                
                                                
                                                (Inception) toSeptember 30, (Unaudited)
                                                
                                                
                                                September 30, (Unaudited)
                                                
                                                
                                                September 30,2010
                                                
                                                
                                                2009
                                                
                                                
                                                2010
                                                
                                                
                                                2009
                                                
                                                
                                                
                                                2010Revenue
                                                
                                                $
                                                17,285
                                                
                                                
                                                $
                                                307
                                                
                                                
                                                $
                                                35,860
                                                
                                                
                                                $
                                                1,667
                                                
                                                
                                                $
                                                65,190Operating ExpensesPersonnel
                                                
                                                
                                                75,668
                                                
                                                
                                                
                                                109,914
                                                
                                                
                                                
                                                227,460
                                                
                                                
                                                
                                                310,777
                                                
                                                
                                                
                                                1,554,256Professional
      fees
                                                
                                                
                                                49,565
                                                
                                                
                                                
                                                17,194
                                                
                                                
                                                
                                                150,479
                                                
                                                
                                                
                                                38,329
                                                
                                                
                                                
                                                967,745Stock
      compensation
                                                
                                                
                                                45,000
                                                
                                                
                                                
                                                2,503
                                                
                                                
                                                
                                                475,959
                                                
                                                
                                                
                                                24,169
                                                
                                                
                                                
                                                1,146,816Travel
      and entertainment
                                                
                                                
                                                200
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                400
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                39,947Facilities
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                30,238Communications
                                                
                                                
                                                1,424
                                                
                                                
                                                
                                                3,650
                                                
                                                
                                                
                                                5,158
                                                
                                                
                                                
                                                6,726
                                                
                                                
                                                
                                                24,260Marketing
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                4,796
                                                
                                                
                                                
                                                49,865Website
                                                
                                                
                                                13,141
                                                
                                                
                                                
                                                14,875
                                                
                                                
                                                
                                                30,779
                                                
                                                
                                                
                                                24,942
                                                
                                                
                                                
                                                157,274Depreciation
                                                
                                                
                                                8,808
                                                
                                                
                                                
                                                8,737
                                                
                                                
                                                
                                                26,731
                                                
                                                
                                                
                                                26,582
                                                
                                                
                                                
                                                133,587General
                                                
                                                
                                                2,498
                                                
                                                
                                                
                                                115
                                                
                                                
                                                
                                                11,001
                                                
                                                
                                                
                                                14,458
                                                
                                                
                                                
                                                40,279Total
      operating expenses
                                                
                                                
                                                196,304
                                                
                                                
                                                
                                                156,988
                                                
                                                
                                                
                                                927,967
                                                
                                                
                                                
                                                450,779
                                                
                                                
                                                
                                                4,144,267Loss
      from operations
                                                
                                                
                                                (179,019
                                                )
                                                
                                                
                                                (156,681
                                                )
                                                
                                                
                                                (892,107
                                                )
                                                
                                                
                                                (449,112
                                                )
                                                
                                                
                                                (4,079,077
                                                )Other Income and (Expense)Interest
      expense
                                                
                                                
                                                (3,996
                                                )
                                                
                                                
                                                (25,929
                                                )
                                                
                                                
                                                (11,157
                                                )
                                                
                                                
                                                (76,941
                                                )
                                                
                                                
                                                (187,374
                                                )Other
      expense
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (138,000
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (138,000
                                                )
                                                
                                                
                                                (173,000
                                                )Other
      income
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                443,733Total
      other income and (expense)
                                                
                                                
                                                (3,996
                                                )
                                                
                                                
                                                (163,929
                                                )
                                                
                                                
                                                (11,157
                                                )
                                                
                                                
                                                (214,941
                                                )
                                                
                                                
                                                83,359NET
      LOSS
                                                
                                                $
                                                (183,015
                                                )
                                                
                                                $
                                                (320,610
                                                )
                                                
                                                $
                                                (903,264
                                                )
                                                
                                                $
                                                (664,053
                                                )
                                                
                                                $
                                                (3,995,718
                                                )Net
      loss per common share basic and diluted
                                                
                                                $
                                                (0.009
                                                )
                                                
                                                $
                                                (0.023
                                                )
                                                
                                                $
                                                (0.045
                                                )
                                                
                                                $
                                                (0.047
                                                )Weighted
      average common shares outstanding basic and diluted
                                                
                                                
                                                20,319,997
                                                
                                                
                                                
                                                14,004,438
                                                
                                                
                                                
                                                19,896,836
                                                
                                                
                                                
                                                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
                                                
                                                
                                                
                                                2,565,116
                                                
                                                
                                                
                                                1,050,000Stock
      options
                                                
                                                
                                                5,505,000
                                                
                                                
                                                
                                                5,255,000
                                                
                                                
                                                
                                                5,505,000
                                                
                                                
                                                
                                                5,980,926Convertible
      promissory notes
                                                
                                                
                                                -
                                                
                                                
                                                
                                                3,253,233
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                2,706,939
 
 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)For
      the Nine Months Ended September 30, 2010
  (Unaudited)
 DeficitAccumulatedCommon Stock
                    
                    
                    during
      the
                    
                    
                    TotalNumber
      of
                    
                    
                    
                    
                    
                    
                    
                    
                    Developmental
                    
                    
                    Stockholders'Shares
                    
                    
                    Amount
                    
                    
                    Payable
                    
                    
                    Stage
                    
                    
                    (Deficit)BALANCES
      December 31, 2009
                    
                    
                    13,990,413
                    
                    
                    $
                    980,148
                    
                    
                    $
                    1,519,479
                    
                    
                    $
                    (3,092,454
                    )
                    
                    $
                    (592,827
                    )Stock
      issued for conversion of debt
                    
                    
                    3,842,589
                    
                    
                    
                    1,486,946
                    
                    
                    
                    (1,444,479
                    )
                    
                    
                    
                    
                    
                    
                    42,467Stock
      issued for legal settlement
                    
                    
                    360,000
                    
                    
                    
                    108,000
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    108,000Stock
      issued for cash
                    
                    
                    333,332
                    
                    
                    
                    100,000
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    100,000Stock
      issued for services
                    
                    
                    389,025
                    
                    
                    
                    142,500
                    
                    
                    
                    (37,500
                    )
                    
                    
                    
                    
                    
                    
                    105,000Stock
      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
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (903,264
                    )
                    
                    
                    (903,264
                    )BALANCES
      September 30, 2010
                    
                    
                    20,319,997
                    
                    
                    $
                    3,235,234
                    
                    
                    $
                    37,500
                    
                    
                    $
                    (3,995,718
                    )
                    
                    $
                    (722,984
                    )
 
 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 Nine Months Ended September 30, 2010 and 2009 and the Period
      May 10, 2006 (Inception) to September 30,
2010
 
 May
      10, 2006Three
      Months Ended
                                            
                                            
                                            Nine
      Months Ended
                                            
                                            
                                            (Inception)
      toSeptember
      30, (Unaudited)
                                            
                                            
                                            September
      30, (Unaudited)
                                            
                                            
                                            September
      30,2010
                                            
                                            
                                            2009
                                            
                                            
                                            2010
                                            
                                            
                                            2009
                                            
                                            
                                            2010CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                            
                                            $
                                            (183,015
                                            )
                                            
                                            $
                                            (320,610
                                            )
                                            
                                            $
                                            (903,264
                                            )
                                            
                                            $
                                            (664,053
                                            )
                                            
                                            $
                                            (3,995,718
                                            )Adjustments
      to reconcile net lossto
      net cash provided (used) by operating activities:Depreciation
                                            
                                            
                                            8,808
                                            
                                            
                                            
                                            8,737
                                            
                                            
                                            
                                            26,731
                                            
                                            
                                            
                                            26,582
                                            
                                            
                                            
                                            133,586Asset
      impairment
                                            
                                            
                                            -
                                            
                                            
                                            
                                            138,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            138,000
                                            
                                            
                                            
                                            138,000Compensation
      expense on fair market value of options issued
                                            
                                            
                                            -
                                            
                                            
                                            
                                            2,503
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            24,169
                                            
                                            
                                            
                                            178,844Compensation
      expense on fair value of warrants issued
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            270,459
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            292,959Stock
      compensation expense
                                            
                                            
                                            45,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            205,500
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            675,013Common
      stock issued for accrued interest
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            466
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            163,237Common
      stock issued for accounts payable
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            32,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            32,000Changes
      in operating accounts:Accounts
      receivable
                                            
                                            
                                            (9,153
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (8,392
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (14,178
                                            )Other
      current assets
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (7,718
                                            )
                                            
                                            
                                            1,562
                                            
                                            
                                            
                                            (7,718
                                            )
                                            
                                            
                                            1,562Accounts
      payable and accrued expenses
                                            
                                            
                                            73,390
                                            
                                            
                                            
                                            63,762
                                            
                                            
                                            
                                            156,817
                                            
                                            
                                            
                                            113,764
                                            
                                            
                                            
                                            681,696Other
      current liabilities
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -CASH
      (USED) BY OPERATING ACTIVITIES
                                            
                                            
                                            (64,970
                                            )
                                            
                                            
                                            (115,326
                                            )
                                            
                                            
                                            (218,121
                                            )
                                            
                                            
                                            (369,256
                                            )
                                            
                                            
                                            (1,712,999
                                            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Loans
      made to acqusition target
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (34,860
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (34,860
                                            )
                                            
                                            
                                            -Cash
      acquired in merger
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            95
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            95Acquisition
      of furniture and equipment
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (206,211
                                            )Other
      investing activities
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (138,000
                                            )CASH
      PROVIDED (USED) BY INVESTING ACTIVITIES
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (34,860
                                            )
                                            
                                            
                                            95
                                            
                                            
                                            
                                            (34,860
                                            )
                                            
                                            
                                            (344,116
                                            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the issuance of stock warrants
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            50,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            50,000Issuance
      of common stock for cash
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            100,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            100,000Repayment
      of promissory notes
                                            
                                            
                                            (25,000
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (25,000
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (25,000
                                            )Repayment
      of related party notes
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (85,750
                                            )Proceeds
      from promissory notes
                                            
                                            
                                            50,000
                                            
                                            
                                            
                                            192,000
                                            
                                            
                                            
                                            67,000
                                            
                                            
                                            
                                            267,000
                                            
                                            
                                            
                                            1,758,000Proceeds
      from related party notes
                                            
                                            
                                            30,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            31,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            268,062CASH
      PROVIDED BY FINANCING ACTIVITIES
                                            
                                            
                                            55,000
                                            
                                            
                                            
                                            192,000
                                            
                                            
                                            
                                            223,000
                                            
                                            
                                            
                                            267,000
                                            
                                            
                                            
                                            2,065,312NET
      INCREASE (DECREASE) IN CASH
                                            
                                            
                                            (9,970
                                            )
                                            
                                            
                                            41,814
                                            
                                            
                                            
                                            4,974
                                            
                                            
                                            
                                            (137,116
                                            )
                                            
                                            
                                            8,197CASH,
      beginning of period
                                            
                                            
                                            18,167
                                            
                                            
                                            
                                            4,214
                                            
                                            
                                            
                                            3,223
                                            
                                            
                                            
                                            183,144
                                            
                                            
                                            
                                            -CASH,
      end of period
                                            
                                            $
                                            8,197
                                            
                                            
                                            $
                                            46,028
                                            
                                            
                                            $
                                            8,197
                                            
                                            
                                            $
                                            46,028
                                            
                                            
                                            $
                                            8,197SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION CASH PAID DURING THE YEAR
      FOR:Taxes
      paid
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Interest
      paid
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -NON-CASH
      OPERATING ACTIVITIES:Value
      of Common Stock issued in exchange for services
                                            
                                            $
                                            45,000
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            205,500
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            675,013Value
      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
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            32,000Value
      of warrants issued
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            270,459
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            292,959
 
 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 NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
 
 Note A-Organization and
Summary Of Significant Accounting Policies
  Basis of
Presentation
 The
unaudited financial statements of iTrackr Systems, Inc. as of September 30, 2010
and for the three and nine months ended September 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 $3,995,718 and
$3,092,454 at September 30, 2010 and December 31, 2009,
respectively.  In addition, the Company has negative working capital
of $888,304 and $723,147 at September 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 NINE MONTHS ENDED SEPTEMBER 30, 2010 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 September 30, 2010 and 2009, the
Company incurred no marketing and advertising expense.  For the nine
months ended September 30, 2010 and 2009, the Company incurred $0 and $4,796,
respectively in marketing and advertising expense.
 
 Fair Value of Financial
Instruments
 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 NINE MONTHS ENDED SEPTEMBER 30, 2010 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.
 
 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.
 
 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.
  7
  ITRACKR
SYSTEMS, INC
 (A
Development Stage Company) (formerly Must Haves, Inc.)
 NOTES
TO FINANCIAL STATEMENTS (Unaudited)
 THREE
AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
 
 Note A-Organization and
Summary Of Significant Accounting Policies
 
 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.
 
 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 NINE MONTHS ENDED SEPTEMBER 30, 2010 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.
 
 In
February 2010, the FASB issued ASU No. 2010-09, “Subsequent Events (Topic 855);
Amendments to Certain Recognition and Disclosure Requirements.”  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 NINE MONTHS ENDED SEPTEMBER 30, 2010 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:
 September
      30,
                    
                    
                    December
      31,2010
                    
                    
                    2009Computers
      and office equipment
                    
                    
                    78,974
                    
                    
                    
                    78,974Software
                    
                    $
                    127,237
                    
                    
                    $
                    127,237Total
      fixed assets
                    
                    
                    206,211
                    
                    
                    
                    206,211Accumulated
      depreciation
                    
                    
                    (133,588
                    )
                    
                    
                    (106,856
                    )Fixed
      assets, net
                    
                    $
                    72,623
                    
                    
                    $
                    99,355
 
 During
the three months ended September 30, 2010 and 2009, the Company recognized
$8,808 and $8,737, respectively in depreciation expense.  During the
nine months ended September 30, 2010 and 2009, the Company recognized $26,731
and $26,582, respectively in depreciation expense.
  10
  ITRACKR
SYSTEMS, INC
 (A
Development Stage Company) (formerly Must Haves, Inc.)
 NOTES
TO FINANCIAL STATEMENTS (Unaudited)
 THREE
AND NINE MONTHS ENDED SEPTEMBER 30, 2010 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 September 30, 2010 consisted of $622,000 due to
John Rizzo, CEO for unpaid salary and health insurance, $18,412 of professional
services, $10,793 of accrued interest and $59,662 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 nine months ended September
30, 2010, the Company 1) 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, 2) received a short term loan for $25,000 that was repaid seven days
later, and 2) received $25,000 in exchange for a promissory note that accrues
interest at nine (9%) per annum and matures one year from issue on July 31, 2011
and is currently outstanding.  In total, during the nine months ended
September 30, 2010, the Company received $67,000 of notes, repaid $25,000 and
converted $42,466, including $42,000 of principle and $466 of accrued interest
into 121,332 shares of common stock.
 
 Promissory Notes - Related
Party
 September
      30,
                                
                                
                                December
      31,2010
                                
                                
                                2009Note
      payable convertible into common stock (conversion price 50% belowthe previous 10 day average closing price) upon default, bears
      interest at 9% per year, Matures December 31, 2010
                                
                                $
                                182,312
                                
                                
                                $
                                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 nine months ended September 30, 2010, the Company received $31,000 from
Bluewater Advisors on the same terms as the note above.
 
 Accrued
Interest
 During
the three months ended September 30, 2010 and 2009, the Company recognized
$3,996 and $25,929, respectively related to all our outstanding notes
payable.  During the nine months ended September 30, 2010 and 2009,
the Company recognized $11,157 and $76,941, respectively related to all our
outstanding notes payable.  As of September 30, 2010, the Company had
outstanding $10,793 of accrued interest.
  11
  ITRACKR
SYSTEMS, INC
 (A
Development Stage Company) (formerly Must Haves, Inc.)
 NOTES
TO FINANCIAL STATEMENTS (Unaudited)
 THREE
AND NINE MONTHS ENDED SEPTEMBER 30, 2010 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 September 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 nine months ended September 30, 2010, the Company converted $42,000 of
principle and $466 of accrued interest into 121,332 shares of restricted common
stock.
 
 Stock Issued for
Cash
 During
the nine months ended September 30, 2010, the Company received $50,000 as a
direct purchase and issued 166,666 shares of restricted common
stock.
 
 During
the nine months ended September 30, 2010, the Company received $50,000 upon the
exercise of warrants to purchase 166,666 shares of restricted common stock which
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 nine months ended September 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 nine months ended September 30, 2010, the Company:
 
 1) Issued
100,000 shares of restricted common stock for services valued at $30,000 or
$0.30 per share.  The shares were issued for services to be provided
through the end of 2010 and are being recognized to expense
ratably.
 2) Issued
125,000 shares valued at $37,500, or $0.30 per share.  The shares were
issued for services performed during the quarter and have been fully
expensed.
 3) Is
obligated to issue 125,000 shares which are valued at $37,500, or $0.30 per
share and included in common stock payable.
 
 Stock issued for Accounts
Payable
 During
the nine months ended September 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 nine months ended September 30, 2010, no option activity
occurred.
 
 NOTE G -
COMMITMENTS
 
 The
Company has no commitments as of September 30, 2010.
  12
  ITRACKR
SYSTEMS, INC
 (A
Development Stage Company) (formerly Must Haves, Inc.)
 NOTES
TO FINANCIAL STATEMENTS (Unaudited)
 THREE
AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
 
 NOTE H –
WARRANTS
 
 At
September 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 Nine Months ended September 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 September 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 exercisable 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 nine months ended September 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 NINE MONTHS ENDED SEPTEMBER 30, 2010 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 nine
months ended September 30, 2010:
 
 September
      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 September 30, 2010:
 
 Options
      Outstanding
                                                                                      
                                                                                      
                                                                                      Options
      ExercisableNumber
                                                                                      
                                                                                      
                                                                                      Weighted
                                                                                      
                                                                                      
                                                                                      Weighted
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      WeightedRange
      of
                                                                                      
                                                                                      Outstanding
                                                                                      
                                                                                      
                                                                                      Average
                                                                                      
                                                                                      
                                                                                      Average
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      AverageExercise
                                                                                      
                                                                                      At
      September 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 nine months ended September 30, 2010 and 2009, the Company recognized $0 and
$24,169, 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 NINE MONTHS ENDED SEPTEMBER 30, 2010 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 NINE MONTHS ENDED SEPTEMBER 30, 2010 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 OperationsFor
      the Year ended December 31, 2009 and 2008Year
      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 NINE MONTHS ENDED SEPTEMBER 30, 2010 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 SheetAs
      of December 31, 2009MustiTrackr,
      Inc.
                                                          
                                                          
                                                          Haves,
      Inc.
                                                          
                                                          
                                                          MergerActual
                                                          
                                                          
                                                          Actual
                                                          
                                                          
                                                          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 ANDSTOCKHOLDERS'
      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 NINE MONTHS ENDED SEPTEMBER 30, 2010 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 September
30, 2010, the Company has paid all monies and issued all stock related to this
settlement.
 
 NOTE K – SUBSEQUENT
EVENTS
 
 None.
  18
  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.
  19
  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 nine months ended September 30, 2010, we
raised $50,000 from the sale of a warrant, $100,000 from the sale of common
stock and $98,000 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
September 30, 2010, iTrackr Systems had assets of $195,195.  For the
nine months ended September 30, 2010, the Company had revenue of $35,860, and
net losses of $903,264.  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
September 30, 2010, the Company had approximately $8,197 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 September 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:
  20
  ·
              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.
  21
  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 Nine Months Ended September 30, 2010 Compared With the Three and Nine Months
Ended September 30, 2009.
  Revenues
  Revenues
for the three months ended September 30, 2010 were $17,285 representing a
$16,978 increase from revenues of $307 for the three months ended September 30,
2009.  Revenues for the nine months ended September 30, 2010 were
$35,860 representing a $34,193 increase from revenues of $1,667 for the nine
months ended September 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 $35,860 of sales in our
first nine months of 2010, $216 relates to click through referral fees and
$35,644 to sales of ChatTrackr.  One customer, Saveology, accounted
for all of our ChatTrackr related sales.  These results compare to
2009 where all $1,667 was related to click through referral fees.  The
$1,451 decrease in referral fees from $1,667 in 2009 to $216 in 2010 is a result
of the 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 September 30, 2010 were $196,304,
an increase of $39,316 from $156,988 for the three months ended September 30,
2009.  Total operating expenses for the nine months ended September
30, 2010 were $927,967, an increase of $477,188 from $450,779 for the nine
months ended September 30, 2009.  The nine month increase in expense
is mainly due to a year-over-year $451,790 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
$112,150 increase in professional fees offset by an $83,317 decrease in
personnel expenses.  Excluding stock compensation expense of $475,959
through the nine months ended September 30, 2010 and $24,169 through the nine
months ended September 30, 2009, operating expenses were $452,008 for the nine
months ended September 30, 2010 compared to $426,610 for the nine months ended
September 30, 2009, or $25,398 higher in the current year compared to
2009.
 
 Other
Income and Expense
  Other
expense decreased $159,933 to $3,996 for the three months ended September 30,
2010 compared to $163,929 of expense during the same period last
year.  Other expense decreased $203,784 to $11,157 for the nine months
ended September 30, 2010 compared to $214,941 of expense during the same period
last year.  The decrease is due the recognition of a $138,000 loss
related to an investment that was written off in 2009 and to the reduction of
interest expense as a result of converting most of our debt to common stock at
the end of 2009.
  22
  Net
Loss
  As a
result of the foregoing, our net loss was $183,015, or $0.009 per share, for the
three months ended September 30, 2010 compared to a loss of $320,610, or $0.023
per share for the three months ended September 30, 2009.  Our net loss
was $903,264, or $0.045 per share, for the nine months ended September 30, 2010
compared to a loss of $664,053, or $0.047 per share for the nine months ended
September 30, 2009.  Excluding one-time, non-cash charges totaling
$475,959 in 2010 related to stock compensation and $162,169 in 2009 related to
stock compensation and investment write down, the Company’s loss decreased
$74,579, or 15% to $427,305 for the nine months ended September 30, 2010
compared to $501,884 for the nine months ended September 30, 2009.
  Liquidity
and Capital Resources
  From
inception to September 30, 2010, we have incurred an accumulated deficit of
$3,995,718.  This loss has been incurred through a combination of
stock compensation of $1,146,816, 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 nine months ended September 30,
2010 we had a net increase in cash of $4,974.  Total cash resources as
of September 30, 2010 was $8,197 compared with $3,223 at December 31,
2009.
 
 Our
accounts payable and accrued expense balance as of September 30, 2010 was
approximately $710,867 and includes $622,000 due to our CEO for unpaid salary
and expenses and $88,867 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 for the past twelve months whereby approximately $15,000 to $25,000 per
month sustains the Company’s cash flow needs.
  Net cash
used by operating activities was $218,121 for the nine months ended September
30, 2010 as compared to $369,256 for the nine months ended September 30,
2009.
  Net cash
provided by investing activities was $95 for the nine months ended September 30,
2010 as compared to $34,860 used for the nine months ended September 30,
2009.
  Net cash
provided by financing activities was $223,000 for the nine months ended
September 30, 2010 as compared to $267,000 for the nine months ended September
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.
  23
  ·
              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.
 
 During
the nine months ended September 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 $98,000 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
      350,000 shares of restricted common stock in exchange for services valued
      at $105,000.
 
 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.
  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.
  24
  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.
  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 nine months ended September 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
      received $50,000 in exchange for 166,666 shares of common
      stock.
  ·
              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 350,000 shares of common stock for services valued at
      $105,000.
  ·
              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.
  25
  All funds
received from the sale of our shares were used for working capital
purposes.
  All
shares bear a legend restricting their disposition.
  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
  26
  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
  27