U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549










FORM
10-Q/A


AMENDMENT
NO. 1




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


For
the quarterly period ended March 31, 2010





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





Commission
File No. 0-52810







ITRACKR
SYSTEMS, INC.


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


(Exact
name of registrant as specified in its charter)





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





(561)
      213-4458
              (Registrant’s
      telephone number, including area
code)




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




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




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




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




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




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












EXPLANATORY
NOTE





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





In
connection with our quarterly report on Form 10-Q for the three
months ended March 31, 2010 we are filing this Amendment No.
1 to include the following information:





Restatement of Financial
Statements and Related Footnotes





The March
31, 2010 financial statements have been restated as a result of the re review of
our financial statements by Bedinger and Company.  Our first quarter
2010 and fiscal year 2009 and 2008 financial statements were required to be re
reviewed and re audited, respectively as a result of the revocation of the
registration of the former auditor by the Public Company Accounting Oversight
Board (“PCAOB”) because of deficiencies in the conduct of certain of its audits
and procedures.  Accordingly, we have updated this Form 10-Q/A to
reflect the following:





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


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




Restatement
of Item 4(t).  Controls and Procedures





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







ITRACKR
SYSTEMS, INC.


FORM
10-Q/A


TABLE OF
CONTENTS





PAGEPART
      I - FINANCIAL INFORMATIONItem
      1.
                        Financial
      StatementsConsolidated
      Balance Sheets as of March 31, 2010 (Restated)(Unaudited)
      and  December 31, 2009 (Restated)
                        1Consolidated
      Statements of Operations (Unaudited) For the Three Months Ended March 31,
      2010 (Restated) and 2009
                        2Consolidated
      Statement of Stockholders' Equity (Unaudited) For the Three Months Ended
      March 31, 2010 (Restated)
                        3Consolidated
      Statements of Cash Flows (Unaudited) For the Three Months Ended March 31,
      2010 (Restated) and 2009
                        4Notes
      to Consolidated Financial Statements (Unaudited)
                        5-20Item
      2.
                        Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                        21-25Item
      3.
                        Quantitative
      and Qualitative Disclosures About Market Risk
                        25Item
      4.
                        Controls
      and Procedures
                        25Item 4(T).
                        Controls
      and Procedures
                        25PART
      II - OTHER INFORMATIONItem
      1.
                        Legal
      Proceedings
                        26Item
      1A.
                        Risk
      Factors
                        26Item
      2.
                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                        26Item
      3.
                        Defaults
      Upon Senior Securities
                        27Item
      4.
                        Submission
      of Matters to a Vote of Security Holders
                        27Item
      5.
                        Other
      Information
                        27Item
      6.
                        Exhibits
                        27Signatures
                        27









Item
1.  Financial Statements.





iTrackr
Systems, Inc.


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


Balance
Sheets (Restated)





March
      31,
                                      
                                      
                                      December 31,2010
                                      
                                      
                                      2009(Unaudited)
                                      
                                      
                                      (Restated)(Restated)AssetsCurrent 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)
                                      
                                      $
                                      615,315
                                      
                                      
                                      $
                                      524,879Convertible
      promissory notes (Note E)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      25,000Promissory
      notes - related party (Note E)
                                      
                                      
                                      152,312
                                      
                                      
                                      
                                      151,312Total
      Current Liabilities
                                      
                                      
                                      767,627
                                      
                                      
                                      
                                      701,191Total
      Liabilities
                                      
                                      
                                      767,627
                                      
                                      
                                      
                                      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
                                      
                                      
                                      1,611,945
                                      
                                      
                                      
                                      1,519,479Deficit
      accumulated during the development stage
                                      
                                      
                                      (3,625,880
                                      )
                                      
                                      
                                      (3,092,454
                                      )Total
      Stockholders' Deficit
                                      
                                      
                                      (540,147
                                      )
                                      
                                      
                                      (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 Operation


For the
Three Months Ended March 31, 2010 (Restated) and 2009 and the Period May 10,
2006 (Inception) to March 31, 2010 (Restated)





May 10, 2006Three Months Ended
                              
                              
                              (Inception) toMarch 31,
                              
                              
                              March 31,2010
                              
                              
                              2009
                              
                              
                              2010(Restated)
                              
                              
                              
                              
                              
                              (Restated)Revenue
                              
                              $
                              10,742
                              
                              
                              $
                              1,095
                              
                              
                              $
                              40,072Operating ExpensesPersonnel
                              
                              
                              75,905
                              
                              
                              
                              73,880
                              
                              
                              
                              1,402,701Professional
      fees
                              
                              
                              62,556
                              
                              
                              
                              12,630
                              
                              
                              
                              879,822Stock
      compensation
                              
                              
                              378,459
                              
                              
                              
                              8,443
                              
                              
                              
                              1,049,316Travel
      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
                              
                              
                              540,425
                              
                              
                              
                              122,059
                              
                              
                              
                              3,756,725Loss
      from operations
                              
                              
                              (529,683
                              )
                              
                              
                              (120,964
                              )
                              
                              
                              (3,716,653
                              )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
                              
                              $
                              (533,426
                              )
                              
                              $
                              (146,329
                              )
                              
                              $
                              (3,625,880
                              )Net
      loss per common share basic and diluted
                              
                              $
                              (0.027
                              )
                              
                              $
                              (0.010
                              )Weighted
      average common shares outstanding basic and diluted
                              
                              
                              19,428,983
                              
                              
                              
                              14,004,438The
      average shares listed below were not included in the computation of
      dilutedlosses
      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.)


Statement
of Stockholders' Equity


For the
Three Months Ended March 31, 2010 (Restated)





DeficitAccumulatedCommon Stock
                            
                            
                            Additional
                            
                            
                            during the
                            
                            
                            TotalNumber of
                            
                            
                            
                            
                            
                            
                            
                            
                            Paid-in
                            
                            
                            Developmental
                            
                            
                            Stockholders'Shares
                            
                            
                            Amount
                            
                            
                            Payable
                            
                            
                            Capital
                            
                            
                            Stage
                            
                            
                            EquityBALANCES
      December 31, 2009
                            
                            
                            13,990,413
                            
                            
                            $
                            980,148
                            
                            
                            $
                            1,519,479
                            
                            
                            $
                            -
                            
                            
                            $
                            (3,092,454
                            )
                            
                            $
                            (592,827
                            )Stock
      to be issued for conversion of debt
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            42,466
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            42,466Stock
      issued for legal settlement
                            
                            
                            360,000
                            
                            
                            
                            108,000
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            108,000Stock
      to be issued for cash
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            50,000
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            50,000Fair
      market value of warrants issued
                            
                            
                            
                            
                            
                            
                            320,459
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            320,459Shares
      issued in merger
                            
                            
                            1,303,638
                            
                            
                            
                            65,181
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            65,181Net
      loss
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            (533,426
                            )
                            
                            
                            (533,426
                            )BALANCES
      March 31, 2010
                            
                            
                            15,654,051
                            
                            
                            $
                            1,473,788
                            
                            
                            $
                            1,611,945
                            
                            
                            $
                            -
                            
                            
                            $
                            (3,625,880
                            )
                            
                            $
                            (540,147
                            )





The
accompanying notes are an integral part of these financial
statements


3





iTrackr
Systems, Inc.


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


Statements
of Cash Flows


For the
Three Months Ended March 31, 2010 (Restated) and 2009 and the Period May 10,
2006


(Inception)
to March 31, 2010 (Restated)





Three Months Ended
                              
                              
                              May 10, 2006March 31,
                              
                              
                              (Inception) to2010
                              
                              
                              2009
                              
                              
                              March 31, 2010(Restated)
                              
                              
                              
                              
                              
                              (Restated)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                              
                              $
                              (533,426
                              )
                              
                              $
                              (146,329
                              )
                              
                              $
                              (3,625,880
                              )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
                              
                              
                              270,459
                              
                              
                              
                              -
                              
                              
                              
                              292,959Stock
      compensation expense
                              
                              
                              108,000
                              
                              
                              
                              -
                              
                              
                              
                              577,513Common
      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
                              
                              
                              61,264
                              
                              
                              
                              22,759
                              
                              
                              
                              586,143Other
      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
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Repayment
      of related party notes
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (85,750
                              )Proceeds
      from promissory notes
                              
                              
                              17,000
                              
                              
                              
                              -
                              
                              
                              
                              1,708,000Proceeds
      from related party notes
                              
                              
                              1,000
                              
                              
                              
                              -
                              
                              
                              
                              238,062CASH
      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
                              
                              
                              $
                              -
                              
                              
                              $
                              577,513Value
      of Common Stock issued for accrued interest
                              
                              $
                              466
                              
                              
                              $
                              -
                              
                              
                              $
                              163,237Value
      of Common Stock issued for debt principle
                              
                              $
                              42,000
                              
                              
                              $
                              -
                              
                              
                              $
                              1,708,000Value
      of warrants issued
                              
                              $
                              270,459
                              
                              
                              $
                              -
                              
                              
                              $
                              292,959





The
accompanying notes are an integral part of these financial
statements


4





ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


Note A-Organization and
Summary Of Significant Accounting Policies




Basis of
Presentation


The
restated, unaudited financial statements of iTrackr Systems, Inc. as of 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/A. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation of the interim financial
information have been included. The results of operations for any interim
period are not necessarily indicative of the results of operations for the
entire year.




Organization


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




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





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




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




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




Going Concern


The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplate continuation of the Company as a going concern. Since inception, the
Company has been engaged primarily in product development. In the course of
funding development activities, the Company has sustained operating losses since
inception and has an accumulated deficit of $ 3,625,880 and $3,092,454 at March
31, 2010 and December 31, 2009, respectively. In addition, the Company has
negative working capital of $723,147 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.


5





ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


Note A-Organization and
Summary Of Significant Accounting Policies





Accounting
estimates


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





Cash and cash
equivalents


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





Accounts
Receivable


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





Fixed
assets


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





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





Revenue recognition
policy


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





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





Cost of
sales


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





Sales and marketing
costs


Sales and marketing expenses include
advertising expenses, seminar expenses, commissions and personnel expenses for
sales and marketing. Marketing and advertising costs to promote the Company's
products and services are expensed in the period incurred. For the three months
ended March 31, 2010 and 2009, the Company incurred approximately $0 and $4,796,
respectively in marketing and advertising expense.





Fair Value of Financial
Instruments


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




6


ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


Note A-Organization and
Summary Of Significant Accounting Policies





Fair Value of Financial
Instruments (Continued)


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





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




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




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




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




Research and
Development





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





Earnings (Loss) per common
share


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





Income
Taxes


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





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


7


ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


Note A-Organization and
Summary Of Significant Accounting Policies





Income Taxes
(Continued)


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





Impairment of Long-Lived
Assets


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





Stock-Based
Compensation


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





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




Recent Accounting
Pronouncements


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





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




8




ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


Note A-Organization and
Summary Of Significant Accounting Policies





Recent Accounting
Pronouncements (Continued)


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





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





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





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





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





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




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


9


ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


Note A-Organization and
Summary Of Significant Accounting Policies





Recent Accounting
Pronouncements (Continued)


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





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





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





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





NOTE B – FIXED
ASSETS





Fixed
assets consisted of the following:


March 31,
                  
                  
                  December 31,2010
                  
                  
                  2009Computers
      and office equipment
                  
                  
                  78,974
                  
                  
                  
                  78,974Software
                  
                  $
                  127,237
                  
                  
                  $
                  127,237Total
      fixed assets
                  
                  
                  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.




10




ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


NOTE C –
GOODWILL





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




NOTE D – ACCOUNTS PAYABLE
AND ACCRUED EXPENSES





Accounts
payable and accrued expenses at March 31, 2010 consisted of $491,000 due to John
Rizzo, CEO for unpaid salary and health insurance, $10,000 of accrued legal
settlements, $38,348 of professional services, $3,379 of accrued interest,
$32,000 remaining due to ChatStat for our technology purchase and $40,588 of
trade payables.




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




NOTE E –
NOTES





Promissory Notes –
3rdParty


During
the year ended December 31, 2009, the Company received $292,000 of convertible
promissory notes from third parties. The Company converted $1,300,000 of
principle and $137,467 of accrued interest into 3,721,257 shares of restricted
common stock (See Note F). 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 (See Note F).
As of March 31, 2010, the Company has no outstanding 3rd party
notes payable.





Promissory Notes - Related
Party


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





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




During
the three months ended March 31, 2010, the Company received $1,000 from
Bluewater Advisors on the same terms as the note above.





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.


11


ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


NOTE F – STOCKHOLDERS EQUITY
(Continued)





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.





Stock Issued for Debt
Repayment (Continued)


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.





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 $75,000. As of December 31, 2009 the stock had not been
issued and is recorded in the equity portion of our balance sheet as common
stock payable.





During
the three months ended March 31, 2010, the Company finalized a legal settlement
with Marc Falcone whereby in exchange for $108,000 or $0.30 per share the
Company issued 360,000 shares of restricted common stock.




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
(Restated)





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




12


ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


NOTE H – WARRANTS
(Continued)





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:




·
              Iissued
      2,271,999 warrants to purchase one share of common stock for each warrant
      issued.
 ·
              Received
      $50,000 upon the sale of a warrant to an accredited
    investor.





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




NOTE I – 2007 LONG-TERM
EQUITY INCENTIVE PLAN





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




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





Stock
Options


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




During
the 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




13


ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


NOTE I – 2007 LONG-TERM
EQUITY INCENTIVE PLAN





Stock Options
(Continued)


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.




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:





January12,2010Assets
      acquired:Current
      assets
                        
                        $
                        1,657Total
      assets acquired
                        
                        
                        1,657Stock
      issued
                        
                        
                        65,182Debt
      assumed:Accounts
      payable
                        
                        
                        29,172Total
      cost
                        
                        
                        94,354GOODWILL
                        
                        $
                        92,697




14


ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


NOTE J – MERGER
(Continued)





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





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





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


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




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




iTrackr
Systems, Inc.


Unaudited
Pro Forma Statements of Operations


For the
Year ended December 31, 2009 and 2008





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





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




15


ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


NOTE J – MERGER
(Continued)





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





iTrackr
Systems, Inc.


Unaudited
Pro Forma Balance Sheet


As of
December 31, 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 adjusted down by
      $189,416 which represents Must Haves historical common stock
      balance.


16


ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


NOTE J – LEGAL
PROCEEDINGS





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





NOTE L –
RESTATEMENT





The March
31, 2010 financial statements have been restated as a result of the re review of
our financial statements by Bedinger and Company. Our first quarter 2010 and
fiscal year 2009 and 2008 financial statements were required to be re reviewed
and re audited, respectively as a result of the revocation of the registration
of the former auditor by the Public Company Accounting Oversight Board (“PCAOB”)
because of deficiencies in the conduct of certain of its audits and procedures.
Accordingly, we have updated this Form 10-Q/A to reflect the
following:





3.
              To
      re report the financial statements of iTrackr Systems, Inc. for the years
      ended December 31, 2009 after being audited by Bedinger and
      Company.
 4.
              To
      restate our financial statements for the three months ended March 31, 2010
      and year ended December 31, 2009 as a result of the following
      adjustments:


a.
            2009
      adjustments:


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


b.
            2010
      adjustments:


i.
            ASC
      480-10-30-3 states “Forward contracts that require physical settlement by
      repurchase of a fixed number of the issuer’s equity shares in exchange for
      cash shall be measured initially at fair value of the shares at inception,
      adjusted for any consideration or unstated rights or privileges”. EITF
      00-19, paragraph 8 and 9 require the warrants to be measured at fair value
      and recorded to equity if the security is physically settled. Thus, we
      reclassified the $50,000 warrant liability initially recorded during the
      three months ended March 31, 2010 to stock compensation expense which has
      the effect of reducing current liabilities and reducing operating expense
      by $50,000.


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





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




17




ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


NOTE L – RESTATEMENT
(Continued)




iTrackr,
Inc.


(A
Development Stage Company)


Balance
Sheet





March 31, 2010(OriginallyReported)
                      
                      
                      (Restated)
                      
                      
                      (Difference)Total
      Assets
                      
                      $
                      227,480
                      
                      
                      $
                      227,480
                      
                      
                      $
                      -Total
      Liabilities
                      
                      
                      752,127
                      
                      
                      
                      767,627
                      
                      
                      
                      15,500Stockholder's (Deficit)Common
      stock, par value $.001, 110,000,000 shares authorized; issued and
      outstanding 13,990,413 at December 31, 2009 and 2008.
                      
                      
                      1,473,788
                      
                      
                      
                      1,473,788
                      
                      
                      
                      -Common
      stock payable
                      
                      
                      1,544,445
                      
                      
                      
                      1,611,945
                      
                      
                      
                      67,500Deficit
      accumulated during the development stage
                      
                      
                      (3,542,880
                      )
                      
                      
                      (3,625,880
                      )
                      
                      
                      (83,000
                      )Total
      Stockholder's (Deficit)
                      
                      
                      (524,647
                      )
                      
                      
                      (540,147
                      )
                      
                      
                      (15,500
                      )Total
      Liabilities and Stockholder's (Deficit)
                      
                      $
                      227,480
                      
                      
                      $
                      227,480
                      
                      
                      $
                      -





iTrackr
Systems, Inc.


(A
Development Stage Company)


Statements
of Operation


For the
Three Months Ended March 31, 2010 and the Period May 10, 2006 (Inception) to
March 31, 2010





Three Months Ended March 31, 2010
                  
                  
                  May 10, 2006 to March 31, 2010(Originally
                  
                  
                  
                  
                  
                  
                  
                  
                  (OriginallyReported)
                  
                  
                  (Restated)
                  
                  
                  (Difference)
                  
                  
                  Reported)
                  
                  
                  (Restated)
                  
                  
                  (Difference)Revenue
                  
                  $
                  10,742
                  
                  
                  $
                  10,742
                  
                  
                  $
                  -
                  
                  
                  $
                  40,072
                  
                  
                  $
                  40,072
                  
                  
                  $
                  -Operating
      expenses
                  
                  
                  524,925
                  
                  
                  
                  540,425
                  
                  
                  
                  15,500
                  
                  
                  
                  3,673,725
                  
                  
                  
                  3,756,725
                  
                  
                  
                  83,000Loss
      from operations
                  
                  
                  (514,183
                  )
                  
                  
                  (529,683
                  )
                  
                  
                  (15,500
                  )
                  
                  
                  (3,633,653
                  )
                  
                  
                  (3,716,653
                  )
                  
                  
                  (83,000
                  )Total
      other income and (expense)
                  
                  
                  (3,743
                  )
                  
                  
                  (3,743
                  )
                  
                  
                  -
                  
                  
                  
                  90,773
                  
                  
                  
                  90,773
                  
                  
                  
                  -NET
      LOSS
                  
                  $
                  (517,926
                  )
                  
                  $
                  (533,426
                  )
                  
                  $
                  (15,500
                  )
                  
                  $
                  (3,542,880
                  )
                  
                  $
                  (3,625,880
                  )
                  
                  $
                  (83,000
                  )Net
      loss per common share basic and diluted
                  
                  $
                  (0.027
                  )
                  
                  $
                  (0.027
                  )
                  
                  $
                  (0.001
                  )Weighted
      average common shares outstanding basic and diluted
                  
                  
                  19,428,983
                  
                  
                  
                  19,428,983




18


ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


NOTE L – RESTATEMENT
(Continued)





iTrackr
Systems, Inc.


(A
Development Stage Company)


Statement
of Stockholder's Equity (Restated)


For the
Three Months Ended March 31, 2010





(OriginallyReported)
                    
                    
                    (Restated)
                    
                    
                    (Difference)Common
      Stock:Shares
      to be issued for conversion of debt:Shares
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Amount
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Payable
                    
                    
                    42,466
                    
                    
                    
                    42,466
                    
                    
                    
                    -Shares
      issued for legal settlement:Shares
                    
                    
                    360,000
                    
                    
                    
                    360,000
                    
                    
                    
                    -Amount
                    
                    
                    108,000
                    
                    
                    
                    108,000
                    
                    
                    
                    -Shares
      to be issued for cash:Shares
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Amount
                    
                    
                    50,000
                    
                    
                    
                    50,000
                    
                    
                    
                    -Shares
      issued in merger:Shares
                    
                    
                    1,303,638
                    
                    
                    
                    1,303,638
                    
                    
                    
                    -Amount
                    
                    
                    65,181
                    
                    
                    
                    65,181
                    
                    
                    
                    -Fair
      market value of warrants issued
                    
                    
                    320,459
                    
                    
                    
                    320,459
                    
                    
                    
                    -Net
      (Loss)
                    
                    
                    (517,926
                    )
                    
                    
                    (533,426
                    )
                    
                    
                    (15,500
                    )Prior
      period:Common
      stock amount
                    
                    
                    980,148
                    
                    
                    
                    980,148
                    
                    
                    
                    -Common
      stock payable
                    
                    
                    1,451,979
                    
                    
                    
                    1,519,479
                    
                    
                    
                    67,500Accumulated
      deficit
                    
                    
                    (3,024,954
                    )
                    
                    
                    (3,092,454
                    )
                    
                    
                    (67,500
                    )Total
      shareholder's (Deficit)
                    
                    $
                    (524,647
                    )
                    
                    $
                    (540,147
                    )
                    
                    $
                    (15,500
                    )




19


ITRACKR
SYSTEMS, INC


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


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
MONTHS ENDED MARCH 31, 2010 (RESTATED) AND 2009


NOTE L – RESTATEMENT
(Continued)




iTrackr
Systems, Inc.


(A
Development Stage Company)


Statements
of Cash Flows


For the
Three Months Ended March 31, 2010 and the Period May 10, 2006 (Inception) to
March 31, 2010





Three Months Ended March 31, 2010
                        
                        
                        May 10, 2006 to March 31, 2010(Originally
                        
                        
                        
                        
                        
                        
                        
                        
                        (OriginallyReported)
                        
                        
                        (Restated)
                        
                        
                        (Difference)
                        
                        
                        Reported)
                        
                        
                        (Restated)
                        
                        
                        (Difference)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Earnings <loss>
                        
                        $
                        (517,926
                        )
                        
                        $
                        (533,426
                        )
                        
                        $
                        (15,500
                        )
                        
                        $
                        (3,542,880
                        )
                        
                        $
                        (3,625,880
                        )
                        
                        $
                        (83,000
                        )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Depreciation
                        
                        
                        9,051
                        
                        
                        
                        9,051
                        
                        
                        
                        -
                        
                        
                        
                        115,906
                        
                        
                        
                        115,906
                        
                        
                        
                        -Asset
      impairment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        138,000
                        
                        
                        
                        138,000
                        
                        
                        
                        -Compensation
      expense on fair market value of options issued
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        178,844
                        
                        
                        
                        178,844
                        
                        
                        
                        -Compensation
      expense on fair value of warrants issued
                        
                        
                        320,459
                        
                        
                        
                        270,459
                        
                        
                        
                        (50,000
                        )
                        
                        
                        342,959
                        
                        
                        
                        292,959
                        
                        
                        
                        (50,000
                        )Common
      stock issued for services
                        
                        
                        108,000
                        
                        
                        
                        108,000
                        
                        
                        
                        -
                        
                        
                        
                        510,013
                        
                        
                        
                        577,513
                        
                        
                        
                        67,500Common
      stock issued for accrued interest
                        
                        
                        466
                        
                        
                        
                        466
                        
                        
                        
                        -
                        
                        
                        
                        163,237
                        
                        
                        
                        163,237
                        
                        
                        
                        -Changes
      in operating accounts:
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        -Accounts
      receivable
                        
                        
                        (1,478
                        )
                        
                        
                        (1,478
                        )
                        
                        
                        -
                        
                        
                        
                        (7,264
                        )
                        
                        
                        (7,264
                        )
                        
                        
                        -Other
      current assets
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Accounts
      payable and accrued expenses
                        
                        
                        (4,236
                        )
                        
                        
                        61,264
                        
                        
                        
                        65,500
                        
                        
                        
                        520,643
                        
                        
                        
                        586,143
                        
                        
                        
                        65,500CASH
      PROVIDED (USED) BY OPERATING ACTIVITIES
                        
                        
                        (85,664
                        )
                        
                        
                        (85,664
                        )
                        
                        
                        -
                        
                        
                        
                        (1,580,542
                        )
                        
                        
                        (1,580,542
                        )
                        
                        
                        -CASH
      FLOWS FROM INVESTING ACTIVITIES:Cash
      acquired in merger
                        
                        
                        95
                        
                        
                        
                        95
                        
                        
                        
                        -
                        
                        
                        
                        95
                        
                        
                        
                        95
                        
                        
                        
                        -Acquisition
      of furniture and equipment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (206,211
                        )
                        
                        
                        (206,211
                        )
                        
                        
                        -Other
      investing activities
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (138,000
                        )
                        
                        
                        (138,000
                        )
                        
                        
                        -CASH
      PROVIDED (USED) BY INVESTING ACTIVITIES
                        
                        
                        95
                        
                        
                        
                        95
                        
                        
                        
                        -
                        
                        
                        
                        (344,116
                        )
                        
                        
                        (344,116
                        )
                        
                        
                        -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the issuance of stock warrants
                        
                        
                        50,000
                        
                        
                        
                        50,000
                        
                        
                        
                        -
                        
                        
                        
                        50,000
                        
                        
                        
                        50,000Issuance
      of common stock for cash
                        
                        
                        50,000
                        
                        
                        
                        50,000
                        
                        
                        
                        -
                        
                        
                        
                        50,000
                        
                        
                        
                        50,000Repayment
      of promissory notes
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (45,000
                        )
                        
                        
                        -
                        
                        
                        
                        45,000Repayment
      of related party notes
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (40,750
                        )
                        
                        
                        (85,750
                        )
                        
                        
                        (45,000
                        )Proceeds
      from promissory notes
                        
                        
                        17,000
                        
                        
                        
                        17,000
                        
                        
                        
                        -
                        
                        
                        
                        1,903,750
                        
                        
                        
                        1,708,000
                        
                        
                        
                        (195,750
                        )Proceeds
      from related party notes
                        
                        
                        1,000
                        
                        
                        
                        1,000
                        
                        
                        
                        -
                        
                        
                        
                        42,312
                        
                        
                        
                        238,062
                        
                        
                        
                        195,750CASH
      PROVIDED (USED) BY FINANCING ACTIVITIES
                        
                        
                        118,000
                        
                        
                        
                        118,000
                        
                        
                        
                        -
                        
                        
                        
                        1,960,312
                        
                        
                        
                        1,960,312
                        
                        
                        
                        -NET
      INCREASE (DECREASE) IN CASH
                        
                        
                        32,431
                        
                        
                        
                        32,431
                        
                        
                        
                        -
                        
                        
                        
                        35,654
                        
                        
                        
                        35,654
                        
                        
                        
                        -CASH,
      beginning of period
                        
                        
                        3,223
                        
                        
                        
                        3,223
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -CASH,
      end of period
                        
                        $
                        35,654
                        
                        
                        $
                        35,654
                        
                        
                        $
                        -
                        
                        
                        $
                        35,654
                        
                        
                        $
                        35,654
                        
                        
                        $
                        -SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONNON-CASH
      OPERATING ACTIVITIES:Value of Common Stock issued in exchange for
services
                        
                        $
                        108,000
                        
                        
                        $
                        108,000
                        
                        
                        $
                        -
                        
                        
                        $
                        510,013
                        
                        
                        $
                        577,513
                        
                        
                        $
                        67,500Value of Common Stock issued for accrued interest
                        
                        $
                        466
                        
                        
                        $
                        466
                        
                        
                        $
                        -
                        
                        
                        $
                        163,237
                        
                        
                        $
                        163,237
                        
                        
                        $
                        -Value of Common Stock issued for debt principle
                        
                        $
                        42,000
                        
                        
                        $
                        42,000
                        
                        
                        $
                        -
                        
                        
                        $
                        1,708,000
                        
                        
                        $
                        1,708,000
                        
                        
                        $
                        -Value of warrants issued
                        
                        $
                        320,459
                        
                        
                        $
                        270,459
                        
                        
                        $
                        (50,000
                        )
                        
                        $
                        342,959
                        
                        
                        $
                        292,959
                        
                        
                        $
                        (50,000
                        )




20


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.




21




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, $50,000 from the sale of a warrant 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 $533,426.
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:




22




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




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




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




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




Long-lived
Assets




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




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




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




Income
Taxes




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


23





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




Results
of Operations




Three
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 ChatTrackr 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 $540,425, an
increase of $418,366 from $122,059 for the three months ended March 31, 2009.
The increase in expense is mainly due to the recognition of $378,459 in non-cash
stock compensation primarily related to the grant of warrants and legal
settlement with Marc Falcone.




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 $533,426, or $0.027 per share, for the
three months ended March 31, 2010 compared to a loss of $146,329, or $0.010 per
share for the three months ended March 31, 2009. Excluding one-time, non-cash
charges totaling $378,459 in 2010 and $8,443 in 2009 related to stock
compensation, the Company’s loss increased $17,101 to $154,967 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
$3,625,880. This loss has been incurred through a combination of stock
compensation of $1,049,316, 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.




24




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.




Off-Balance
Sheet Arrangements





We have
no material off-balance sheet transactions.




Item
3. Quantitative and Qualitative Disclosures About Market Risk.




Not
applicable.





Item
4. Controls and Procedures.




See Item
4(T) below.




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




Evaluation of Disclosure
Controls and Proceduresand Internal Controls Over
Financial Reporting




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




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





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





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




Changes in Internal Control
over Financial Reporting




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


25





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




Inherent Limitations on
Effectiveness of Controls




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




PART
II — OTHER INFORMATION





Item
1. Legal Proceedings.




Not
applicable.




Item
1a. Risk Factors.




Not
applicable.




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




During
the 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.




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




26




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




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




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




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




Item
3. Defaults Upon Senior Securities.




Not
applicable.




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




Not
applicable.




Item
5. Other Information.




Not
applicable.




Item
6. Exhibits.




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




*      Filed
Herewith





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:
      October 18, 2010By
                /s/John
      RizzoJohn
      Rizzo, Chief Executive OfficerBy
                /s/John
      RizzoJohn
      Rizzo, Chief Financial
Officer





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




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




27