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 March 31, 2010





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





Commission
File No. 0-28413








ITRACKR
SYSTEMS, INC.


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


(Exact
name of registrant as specified in its charter)





Florida
                  (State
      or other jurisdiction of
                  incorporation
      or organization)
                05-0597678
                  (I.R.S.
      Employer IdentificationNumber)20423
      State Road 7 Suite F6490
                  Boca
      Raton, FL
                  (Address
      of principal executiveoffices)
                33498
                  (Zip
      Code)(561)
      213-4458
                  (Registrant’s
      telephone number, including area
code)





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




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




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




Large
      accelerated filer
            o
            
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            
            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 May 17, 2010 the registrant
had outstanding 19,705,999 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, as indicated herein.





ITRACKR
SYSTEMS, INC.


FORM
10-Q


TABLE OF
CONTENTS





PAGEPART
      I - FINANCIAL INFORMATIONItem
      1.
                            Financial
      StatementsConsolidated
      Balance Sheets as of March 31, 2010 (Unaudited)and  December
      31, 2009
                            1Consolidated
      Statements of Operations (Unaudited)For
      the Three Months Ended March 31, 2010 and 2009
                            2Consolidated
      Statements of Cash Flows (Unaudited)For
      the Three Months Ended March 31, 2010 and 2009
                            3Notes
      to Consolidated Financial Statements (Unaudited)
                            4-16Item
      2.
                            Management's
      Discussion and Analysis of Financial Condition andResults
      of Operations
                            17-21Item
      3.
                            Quantitative
      and Qualitative Disclosures About Market Risk
                            21Item
      4.
                            Controls
      and Procedures
                            21PART
      II - OTHER INFORMATIONItem
      1.
                            Legal
      Proceedings
                            22Item
      1A.
                            Risk
      Factors
                            22Item
      2.
                            Unregistered
      Sales of Equity Securities and Use of Proceeds
                            22Item
      3.
                            Defaults
      Upon Senior Securities
                            22Item
      4.
                            Removed
      and Reserved
                            22Item
      5.
                            Other
      Information
                            22Item
      6.
                            Exhibits
                            23Signatures
                            
                            23





Item
1.  Financial Statements.





iTrackr
      Systems, Inc.(A
      Development Stage Company)(formerly Must Haves, Inc.)Balance SheetsMarch 31,
                            
                            
                            December 31,2010
                            
                            
                            2009AssetsCurrent AssetsCash
                            
                            $
                            35,654
                            
                            
                            $
                            3,223Accounts
      receivable
                            
                            
                            7,264
                            
                            
                            
                            5,786Other
      current assets
                            
                            
                            1,562
                            
                            
                            
                            -Total
      Current Assets
                            
                            
                            44,480
                            
                            
                            
                            9,009Fixed
      assets (Note B)
                            
                            
                            206,211
                            
                            
                            
                            206,211Accumulated
      depreciation
                            
                            
                            (115,908
                            )
                            
                            
                            (106,856
                            )Net
      fixed assets
                            
                            
                            90,303
                            
                            
                            
                            99,355Goodwill
      (Note C)
                            
                            
                            92,697
                            
                            
                            
                            -Total
      Assets
                            
                            $
                            227,480
                            
                            
                            $
                            108,364Liabilities and Stockholders'
      DeficitCurrent LiabilitiesAccounts
      payable & accrued expenses (Note D)
                            
                            $
                            549,815
                            
                            
                            $
                            524,879Convertible
      promissory notes (Note E)
                            
                            
                            -
                            
                            
                            
                            25,000Promissory
      notes - related party (Note E)
                            
                            
                            152,312
                            
                            
                            
                            151,312Warrant
      liability (Note H)
                            
                            
                            50,000
                            
                            
                            
                            -Total
      Current Liabilities
                            
                            
                            752,127
                            
                            
                            
                            701,191Total
      Liabilities
                            
                            
                            752,127
                            
                            
                            
                            701,191Stockholders' Deficit (Note
    F)Common
      stock, no par value 100,000,000 shares authorized; issued and outstanding
      15,654,051 and 13,990,413 at March 31, 2010 and December 31, 2009,
      respectively.
                            
                            
                            1,473,788
                            
                            
                            
                            980,148Common
      stock payable
                            
                            
                            1,544,445
                            
                            
                            
                            1,451,979Deficit
      accumulated during the development stage
                            
                            
                            (3,542,880
                            )
                            
                            
                            (3,024,954
                            )Total
      stockholders' deficit
                            
                            
                            (524,647
                            )
                            
                            
                            (592,827
                            )Total
      Liabilities and Stockholders' Deficit
                            
                            $
                            227,480
                            
                            
                            $
                            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 OperationFor the Three Months Ended March 31, 2010 and 2009
      and the Period May 10, 2006 (Inception) to March 31,
      2010Three Months Ended
                        
                        
                        May 10, 2006March 31,
                        
                        
                        (Inception) to2010
                        
                        
                        2009
                        
                        
                        March 31, 2010Revenue
                        
                        $
                        10,742
                        
                        
                        $
                        1,095
                        
                        
                        $
                        40,072Operating ExpensesPersonnel
                        
                        
                        10,405
                        
                        
                        
                        73,880
                        
                        
                        
                        1,337,201Professional
      fees
                        
                        
                        62,556
                        
                        
                        
                        12,630
                        
                        
                        
                        879,822Stock
      compensation
                        
                        
                        428,459
                        
                        
                        
                        8,443
                        
                        
                        
                        1,031,816Travel
      and entertainment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        39,547Facilities
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        30,238Communications
                        
                        
                        1,899
                        
                        
                        
                        2,131
                        
                        
                        
                        21,001Marketing
                        
                        
                        -
                        
                        
                        
                        4,796
                        
                        
                        
                        49,865Website
                        
                        
                        6,242
                        
                        
                        
                        4,981
                        
                        
                        
                        132,737Depreciation
                        
                        
                        9,051
                        
                        
                        
                        8,949
                        
                        
                        
                        115,907General
                        
                        
                        6,313
                        
                        
                        
                        6,249
                        
                        
                        
                        35,591Total
      operating expenses
                        
                        
                        524,925
                        
                        
                        
                        122,059
                        
                        
                        
                        3,673,725Loss
      from operations
                        
                        
                        (514,183
                        )
                        
                        
                        (120,964
                        )
                        
                        
                        (3,633,653
                        )Other Income and (Expense)Interest
      expense
                        
                        
                        (3,743
                        )
                        
                        
                        (25,365
                        )
                        
                        
                        (179,960
                        )Other
      expense
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (173,000
                        )Other
      income
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        443,733Total
      other income and (expense)
                        
                        
                        (3,743
                        )
                        
                        
                        (25,365
                        )
                        
                        
                        90,773NET
      LOSS
                        
                        $
                        (517,926
                        )
                        
                        $
                        (146,329
                        )
                        
                        $
                        (3,542,880
                        )Net
      loss per common share basic and diluted
                        
                        $
                        (0.027
                        )
                        
                        $
                        (0.010
                        )Weighted
      average common shares outstanding basic and diluted
                        
                        
                        19,428,983
                        
                        
                        
                        14,004,438





The
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
                                  
                                  
                                  1,844,133
                                  
                                  
                                  
                                  1,050,000Stock
      options
                                  
                                  
                                  5,505,000
                                  
                                  
                                  
                                  7,255,000Convertible
      promissory notes
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,305,803





The
accompanying notes are an integral part of these financial
statements


2





iTrackr
      Systems, Inc.(A
      Development Stage Company)(formerly Must Haves, Inc.)Statements
      of Cash FlowsFor the Three Months Ended March 31, 2010 and 2009
      and the Period May 10, 2006 (Inception) to March 31,
      2010





Three Months Ended
                
                
                May 10, 2006March 31,
                
                
                (Inception) to2010
                
                
                2009
                
                
                March 31, 2010CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (517,926
                )
                
                $
                (146,329
                )
                
                $
                (3,542,880
                )Adjustments
      to reconcile net loss to net cash provided (used) by operating
      activities:Depreciation
                
                
                9,051
                
                
                
                8,949
                
                
                
                115,906Asset
      impairment
                
                
                -
                
                
                
                -
                
                
                
                138,000Compensation
      expense on fair market value of options issued
                
                
                -
                
                
                
                8,443
                
                
                
                178,844Compensation
      expense on fair value of warrants issued
                
                
                320,459
                
                
                
                -
                
                
                
                342,959Stock
      compensation expense
                
                
                108,000
                
                
                
                -
                
                
                
                510,013Common
      stock issued for accrued interest
                
                
                466
                
                
                
                -
                
                
                
                163,237Changes
      in operating accounts:
                
                
                
                
                
                
                
                
                
                
                -Accounts
      receivable
                
                
                (1,478
                )
                
                
                -
                
                
                
                (7,264
                )Other
      current assets
                
                
                -
                
                
                
                -
                
                
                
                -Accounts
      payable and accrued expenses
                
                
                (4,236
                )
                
                
                22,759
                
                
                
                520,643Other
      current liabilities
                
                
                -
                
                
                
                -
                
                
                
                -CASH
      (USED) BY OPERATING ACTIVITIES
                
                
                (85,664
                )
                
                
                (106,178
                )
                
                
                (1,580,542
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Cash
      acquired in merger
                
                
                95
                
                
                
                -
                
                
                
                95Acquisition
      of furniture and equipment
                
                
                -
                
                
                
                -
                
                
                
                (206,211
                )Other
      investing activities
                
                
                -
                
                
                
                -
                
                
                
                (138,000
                )CASH
      PROVIDED (USED) BY INVESTING ACTIVITIES
                
                
                95
                
                
                
                -
                
                
                
                (344,116
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the issuance of stock warrants
                
                
                50,000
                
                
                
                -
                
                
                
                50,000Issuance
      of common stock for cash
                
                
                50,000
                
                
                
                -
                
                
                
                50,000Repayment
      of promissory notes
                
                
                -
                
                
                
                -
                
                
                
                (45,000
                )Repayment
      of related party notes
                
                
                -
                
                
                
                -
                
                
                
                (40,750
                )Proceeds
      from promissory notes
                
                
                17,000
                
                
                
                -
                
                
                
                1,903,750Proceeds
      from related party notes
                
                
                1,000
                
                
                
                -
                
                
                
                42,312CASH
      PROVIDED BY FINANCING ACTIVITIES
                
                
                118,000
                
                
                
                -
                
                
                
                1,960,312NET
      INCREASE (DECREASE) IN CASH
                
                
                32,431
                
                
                
                (106,178
                )
                
                
                35,654CASH,
      beginning of period
                
                
                3,223
                
                
                
                183,144
                
                
                
                -CASH,
      end of period
                
                $
                35,654
                
                
                $
                76,966
                
                
                $
                35,654SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCASH
      PAID DURING THE YEAR FOR:Taxes
      paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -Interest
      paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -NON-CASH
      OPERATING ACTIVITIES:Value
      of Common Stock issued in exchange for services
                
                $
                108,000
                
                
                $
                -
                
                
                $
                510,013Value
      of Common Stock issued for accrued interest
                
                $
                466
                
                
                $
                -
                
                
                $
                163,237Value
      of Common Stock issued for debt principle
                
                $
                42,000
                
                
                $
                -
                
                
                $
                1,708,000





The
accompanying notes are an integral part of these financial
statements


3





ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 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 March 31, 2010 and
for the three months ended March 31, 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 filed on April 12, 2010.  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”) 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.  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
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 $ 3,542,880and $3,024,954 at
March 31, 2010 and December 31, 2009, respectively.  In addition, the
Company has negative working capital of $707,647 and $692,182 at March 31, 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.


4


ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 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.





Inventories


Inventories
are valued at the lower of cost or market. Cost is determined on a first-in,
first-out method.  Management performs periodic assessments to determine
the existence of obsolete, slow moving and non-salable inventories, and records
necessary provisions to reduce such inventories to net realizable
value.





Property and
equipment


Property
and equipment 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 property and equipment 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 property and equipment is provided on the straight-line method over the
estimated useful lives of the assets.  Accelerated methods of depreciation
of property and equipment 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 March 31, 2010 and 2009, the Company
incurred approximately $0 and $4,796, respectively in marketing and advertising
expense.





5


ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 2010 AND
2009
  Note A-Organization and
Summary Of Significant Accounting Policies





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.




“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.




Earnings (Loss) per common
share


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





Income
Taxes


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





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


6


ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 2010 AND
2009


Note A-Organization and
Summary Of Significant Accounting Policies





Income Taxes
(Continued)


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





Impairment of Long-Lived
Assets


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





Stock-Based
Compensation


The
Company accounts for all compensation related to stock, options or warrants
using a fair value based method whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period.  Stock issued for compensation
is valued using the market price of the stock on the date of the related
agreement.  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.





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.





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.


7


ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 2010 AND
2009
  Note A-Organization and
Summary Of Significant Accounting Policies





Recent Accounting
Pronouncements (Continued)


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





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





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





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





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





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





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.


8


ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 2010 AND
2009
  Note A-Organization and
Summary Of Significant Accounting Policies





Recent Accounting
Pronouncements (Continued)


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 – PROPERTY AND
EQUIPMENT





Property
and equipment consisted of the following:





March 31,
                  
                  
                  December 31,2010
                  
                  
                  2009Computers
      and office equipment
                  
                  $
                  127,237
                  
                  
                  $
                  127,237Software
                  
                  
                  78,974
                  
                  
                  
                  78,974Total
      PP&E
                  
                  
                  206,211
                  
                  
                  
                  206,211Accumulated
      depreciation
                  
                  
                  (115,908
                  )
                  
                  
                  (106,856
                  )Fixed
      assets, net
                  
                  $
                  90,303
                  
                  
                  $
                  99,355





During
the three months ended March 31, 2010 and 2009, the Company recognized $9,051
and $8,949, respectively in depreciation expense.





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).


9


ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 2010 AND
2009





NOTE D – ACCOUNTS PAYABLE
AND ACCRUED EXPENSES





Accounts
payable and accrued expenses at March 31, 2010 consisted of $389,500 of accrued
payroll, $5,000 of accrued legal settlements, $31,421 of professional services,
$3,379 of accrued interest and $117,136 of trade payables.





Accounts
payable and accrued expenses at December 31, 2009 consisted of $389,500 of
accrued payroll, $25,000 of accrued legal settlements, $15,126 of professional
services, $102 of accrued interest and $95,049 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 three months ended March 31, 2010, the Company received $17,000 in exchange
for two convertible notes that were also converted along with the $25,102 of
notes outstanding on December 31, 2009.  In total, during the three months
ended March 31, 2010, the Company converted $42,466, including $42,000 of
principle and $466 of accrued interest into 121,332 shares of common
stock.  As of March 31, 2010, the Company has no outstanding 3rd party
notes payable.





Promissory Notes - Related
Party





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





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 three months ended March 31, 2010, the Company received $1,000 from
Bluewater Advisors and issued a new note for $151,312 or $135,000 of principle
and $16,312 of accrued interest.





Accrued
Interest


During
the three months ended March 31, 2010 and 2009, the Company recognized $3,743
and $25,365, respectively related to all our outstanding notes payable.  As
of March 31, 2010, the Company had outstanding $3,379 of accrued
interest.





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 March 31, 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 common stock.  As
of March 31, 2010 the stock had not been issued and is recorded in the equity
portion of our balance sheet as common stock payable.





During
the three months ended March 31, 2010, the Company converted $42,000 of
principle and $466 of accrued interest into 121,332 shares of common
stock.  As of March 31, 2010 the stock had not been issued and is recorded
in the equity portion of our balance sheet as common stock
payable.


10





ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 2010 AND
2009





NOTE F – STOCKHOLDERS EQUITY
(Continued)





Stock Issued for
Cash


During the
three months ended March 31, 2010, the Company received $50,000 in exchange for
166,666 shares of common stock.  As of March 31, 2010 the stock had not
been issued and is recorded in the equity portion of our balance sheet as common
stock payable.





Stock Issued for
Services


During
the year ended December 31, 2009, the Company issued 150,000 shares in exchange
for services valued at $7,500.  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.





During
the three months ended March 31, 2010, the Company issued 360,000 shares of
common stock as part of a legal settlement with Marc Falcone.  The shares
were valued on the date of grant, or $108,000.





Stock Options (See footnote
I)


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





During
the three months ended March 31, 2010, no option activity occurred.





NOTE G -
COMMITMENTS





The
Company has no commitments as of March 31, 2010.





NOTE H –
WARRANTS





At March
31, 2010, the Company had 3,071,999 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
                  
                  12/31/153/15/2010
                  
                  
                  166,666
                  
                  
                  $
                  0.30
                  
                  3/15/113/1/2010
                  
                  
                  1,000,000
                  
                  
                  $
                  0.10
                  
                  10/31/11Total
                  
                  
                  3,071,999





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 three Months ended March 31, 2010, the Company issued 2,271,999 warrants to
purchase one share of common stock for each warrant issued.  The warrants
were fully vested on the date of grant.  The warrants fair value was
calculated on the date of grant using the Black-Scholes Option Pricing Model
using the following inputs: volatility of 250% based on the Dow Jones Internet
Composite Index, risk free interest rate of 3.71%, spot price of $0.15, and the
various exercise prices.  As a result the company recognized $320,459 of
stock compensation expense.  In addition, the Company received $50,000 in
exchange for the issuance of 1,000,000 warrants which is recorded as a warrant
liability in the current liabilities section of our balance
sheet.


11


ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 2010 AND
2009





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 three months ended March 31, 2010, the Company granted 250,000 fully vested
common stock options.





The
following table summarizes the Company's stock option activity for the three
months ended March 31, 2010:





March 31, 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 March 31, 2010:





Options Outstanding
                    
                    
                    Options ExercisableNumber
                    
                    
                    Weighted
                    
                    
                    Weighted
                    
                    
                    
                    
                    
                    WeightedRange of
                    
                    Outstanding
                    
                    
                    Average
                    
                    
                    Average
                    
                    
                    
                    
                    
                    AverageExercise
                    
                    At March 31,
                    
                    
                    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 three months ended March 31, 2010 and 2009, the Company recognized $0 and
$8,443, 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.


12


ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 2010 AND
2009





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.





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
      (3)
                    
                    $
                    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
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


13


ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 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
2008





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





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


14


ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 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, 2009





MustiTrackr, 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 AND STOCKHOLDERS' EQUITY (DEFICIT)
                        
                        $
                        108,364
                        
                        
                        $
                        1,657
                        
                        
                        $
                        92,697
                        
                        
                        $
                        202,718-
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -





1)
            Reverse
      merger requirement to treat Must Haves, Inc. as the puchased company
      requires the recognition of the issuance of 1,303,638 shares of already
      outstanding shares of Must Haves, Inc. as newly issued, which was valued
      at $0.05 per share, or $65,182 and is adjusted down by $189,416 which
      represents Must Haves historical common stock balance for a total
      adjustment of $124,234.


15


ITRACKR
      SYSTEMS, INC(A
      Development Stage Company) (formerly Must Haves, Inc.)NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE
      MONTHS ENDED MARCH 31, 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 March 31, 2010, the
Company has a remaining accrued balance due of $10,000.





NOTE K – SUBSEQUENT
EVENTS





On April
28, 2010, the Company issued 4,051,948 shares of common stock that was recorded
to common stock payable in the amount of $1,501,980 as of March 31,
2010.


16


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.


17





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 three months ended March 31, 2010, we raised $18,000
in debt and $50,000 from the sale of common stock. 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 March
31, 2010, iTrackr Systems had assets of $227,480. For the fiscal quarter ended
March 31, 2010, the Company had revenue of $10,742, and net losses of $517,926.
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 March 31, 2010, the Company had approximately $35,654
of unrestricted cash on hand and assuming there is no change in sales and
expense trends experienced since the first quarter 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 $390,000 to $480,000 to continue through December 31,
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:





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


18





·
            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.





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.


19




Results
of Operations




Three
Months Ended March 31, 2010 Compared With Three Months Ended March 31,
2009.




Revenues




Net
Revenue for the three months ended March 31, 2010 and 2009 was $10,742 and
$1,095, respectively.  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




Operating
Expenses




Total
operating expenses for the three months ended March 31, 2010 were $524,925, an
increase of $402,866 from $122,059 for the three months ended March 31,
2009.  The increase in expense is mainly due to the recognition of $420,016
in non-cash stock compensation primarily related to the grant of warrants and
legal settlement with Marc Falcone.  Excluding stock compensation of
$420,016 in 2010 and $8,443 in 2009, operating expenses were $96,466 in 2010
compared to $113,616 in 2009, or $17,150 lower in the current year compared to
the three months ended March 31, 2009.




Other
Income and Expense




Other
expense decreased $21,622, or 85% to $3,743 for the three months ended March 31,
2010 compared to $25,365 of expense during the same period last year.  The
decrease is primarily due to the reduction of interest expense as a result of
converting most of our debt to common stock at the end of 2009.




Net
Loss




As a
result of the foregoing, our net loss was $517,926, or $0.03 per share, for the
three months ended March 31, 2010 compared to a loss of $146,329, or $0.01 per
share for the three months ended March 31, 2009.  Excluding one-time,
non-cash charges totaling $420,016 in 2010 and $8,443 in 2009 related to stock
compensation, the Company’s loss decreased $48,419, or 35% to $89,467 for the
three months ended March 31, 2010 compared to $137,886 for the three months
ended March 31, 2009.




Liquidity
and Capital Resources




From
inception to March 31, 2010, we have incurred an accumulated deficit of
$3,542,880.  This loss has been incurred through a combination of stock
compensation of $1,031,816, 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.   During the three months ended March 31,
2010 we had a net increase in cash of $32,431.  Total cash resources as of
March 31, 2010 was $35,654 compared with $3,223 at December 31,
2009.





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.




Net cash
used by operating activities was $85,664 for the three months ended March 31,
2010 as compared to $106,178 for the three months ended March 31,
2009.


20




Net cash
provided by investing activities was $95 for the three months ended March 31,
2010 as compared to $0 for the three months ended March 31, 2009.




Net cash
provided by financing activities was $118,000 for the three months ended March
31, 2010 as compared to $0 for the three months ended March 31,
2009.




The Board
of Directors periodically reviews our capital requirements in light of our
proposed business plan. Our future capital requirements will remain
dependent upon a variety of factors, including cash flow from operations, the
ability to increase sales, increasing our gross profits from current levels,
reducing sales and administration expenses as a percentage of net sales,
continued development of customer relationships, and our ability to market our
new products successfully. However, based on our results from operations, we may
determine that we need additional financing to implement our business plan, and
there can be no assurance that it will be available on terms favorable to us or
at all. If adequate financing is not available, we may have to delay, postpone
or terminate product and service expansion and curtail general and
administrative operations in order to maintain sufficient operating capital. The
inability to raise additional financing may have a material adverse effect on
us. We may seek additional capital prior to December, 2010 both to meet our
projected operating plans after December, 2010 and to fund our longer term
strategic objectives. To the extent we are unable to raise additional cash or
generate net income prior to December, 2010 to meet our projected operating
plans, we will revise our projected operating plans accordingly.





Off-Balance
Sheet Arrangements





We have
no off-balance sheet transactions.





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.




Not applicable.





Item
4.  Controls and Procedures.




Evaluation of Disclosure
Controls and Procedures




We
carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15
of the Exchange Act, under the supervision and with the participationof our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of our disclosure controls and procedures, as defined in
Rules 13(a)-15(e) and 15d-15(e) under the Exchange Act as of March 31, 2010.
Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were
effective.




Changes in Internal Control
over Financial Reporting




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.


21





PART
II — OTHER INFORMATION





Item 1.  Legal Proceedings.




None.




Item
1a.  Risk Factors.




Not
applicable.




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




During
the fiscal quarter ended March 31, 2010, iTrackr Systems, Inc.  issued
647,998 shares of its common stock in private transactions not involving a
public offering, as follows:




·
            We
      issued 166,666 shares of common stock in exchange for $50,000 that were
      payable as of quarter-end.




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




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





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




All
shares bear a legend restricting their disposition.




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.




Item 3.  Defaults Upon Senior
Securities.




None.




Item 4.  Removed and Reserved.




Item
5.  Other Information.




None.


22


Item
6.  Exhibits.




Exhibit No.
              
              Identification of
Exhibit3.1
              
              Articles
      of Amendment (incorporated by reference filed with the Company’s 8-K on
      March 31, 2010)10.1
              
              Employment
      agreement of John Rizzo (Incorporated by reference filed with the
      Company’s 8-K on January 19, 2010)10.2
              
              Employment
      agreement of Ramesh Anand (Incorporate by reference filed with the
      Company’s 8-K on January 19, 2010)10.3
              
              iTrackr
      Stock Option Plan (Incorporated by reference filed with the Company’s 8-K
      on January 19, 2010)31.1*
              
              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 200232.2*
              
              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




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.




ITRACKR
      SYSTEMS, INC.Date:
      May 20, 2010By
              /s/John
      RizzoJohn
      Rizzo, Chief Executive Officer & Chief Financial
    Officer


23