UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2010~~2011

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

For the transition period from ~~______________~~_____________________ to ______________

Commission File Number: 000-52810

ITRACKR SYSTEMS, INC.

(Exact name of small business issuer as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization) 05-0597678 (I.R.S. Employer Identification No.)

Florida		05-0597678
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~433 Plaza~~1191 ~~Road,~~E ~~Ste~~Newport ~~275~~Center Drive

~~Boca~~Suite ~~Raton, FL 33432~~PH-D

Deerfield Beach, FL 33442

(Address of principal executive offices)

(561) 213-4458

(Registrant's telephone number, including area code)

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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

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 ox No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

~~There were~~The ~~20,319,997~~aggregate ~~shares~~market value of the voting and non-voting common ~~stock~~equity ~~outstanding~~held by non-affiliates of the registrant as of ~~February~~March 1115, ~~2011. The~~ ~~registrant’s~~2012, based upon the closing price of the common stock isreported ~~not~~by ~~traded~~the orOver ~~listed~~the Counter Markets Group, Inc. QB tier (the “OTCQB”) on ~~any exchange~~such date, $5,519,096.

There were 27,843,613 shares of common stock outstanding as of March 19, 2012.

Documents Incorporated by Reference: None.

EXPLANATORY NOTE

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

ITRACKR SYSTEMS, INC.

TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2010~~2011

ITEM		PAGE
PART I
Item 1	Business		12
Item 1A	Risk Factors		10
Item 1B	Unresolved Staff Comments		1822
Item 2	Properties		1822
Item 3	Legal Proceedings		1822
Item 4	(Removed and Reserved)		1822
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		1823
Item 6	Selected Financial Data		2228
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2328
Item 7A	Quantitative and Qualitative Disclosures About Market Risk		2938
Item 8	Financial Statements and Supplementary Data		3039
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		5161
Item 9A	Controls and Procedures		5161
Item 9B	Other Information		5363
PART III
Item 10	Directors, Executive Officers and Corporate Governance		5364
Item 11	Executive Compensation		5668
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		6071
Item 13	Certain Relationships and Related Transactions, and Director Independence		6172
Item 14	Principal Accounting Fees and Services		6173
PART IV
Item 15	Exhibits, Financial Statement Schedules		6274
SIGNATURES			6375

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Annual Report on Form 10-K, including in the documents incorporated by reference into this Annual Report on Form 10-K, includes some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding the Company and its management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including its financial condition and results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Annual Report on Form 10-K are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following:

· our ability to maintain and increase revenues and sales of our products;

· our ability to develop and market new products;

· competitive nature of our industry;

· market acceptance of our products;

· our reliance on intellectual property, some of which is owned by third parties;

· our strategic investments and acquisitions;

· continued maintenance of certificates, permits and licenses required to conduct business;

· vulnerability of our business to general economic downturn; and

· the other factors referenced in this prospecuts, including, without limitation, under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.”

These risks and uncertainties, along with others, are also described below under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART I

~~ITEM 1. BUSINESS.~~Forward-Looking Statements

~~Overview~~This Annual Report on Form 10-K contains forward looking statements. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements contained in this Report speak only as of the date of this report, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

WeSuch ~~are~~forward-looking ~~an emerging~~statements ~~ecommerce~~include ~~software~~statements ~~and~~regarding, ~~services~~among ~~company.~~other Inthings, ~~2006~~(a) the potential markets for our technologies, weour ~~began~~potential profitability, and cash flows (b) our growth strategies (c) expectations from our technology development of anactivities ~~online~~(d) ~~search~~anticipated ~~application~~trends ~~for~~in ~~retailers~~the ~~and~~technology ~~consumers~~industry (e) our future financing plans and ~~launched www~~(f) our anticipated needs for working capital.~~itrackr.com~~ This information may involve known and unknown risks, auncertainties, ~~social~~and ~~networking~~other ~~website~~factors ~~designed~~that may cause our actual results, performance, or achievements to ~~enable~~be ~~consumers~~materially different from the future results, performance, or achievements expressed or implied by ~~ability~~any forward-looking statements. These statements may be found at various places throughout this report including, but not limited to ~~search~~the ~~for~~discussions ~~products~~under “Management’s Discussion and ~~services~~Analysis atof ~~brick-~~Financial Condition and~~-mortar~~ ~~retail~~Results ~~stores~~of ~~on location~~Operations” and "Business." Actual events or results may differ materially from those discussed in forward-~~based~~looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-K generally. In light of these risks and ~~inventory~~uncertainties, there can be no assurance that the forward-~~available~~looking ~~basis~~statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, ~~within~~we ~~their~~will ~~geographic~~provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not ~~communities~~misleading.

InAlthough ~~2009, iTrackr~~forward-looking ~~purchased~~statements ~~online~~in ~~customer~~this ~~support~~report ~~software~~reflect ~~technology~~the ~~from~~good ~~Chatstat~~faith ~~for approximately~~judgment ~~$95~~of our management,~~000. The~~ ~~chat~~forward-looking ~~technology~~statements ~~enables~~are usinherently subject to ~~provide retailers~~known ~~with~~and aunknown ~~support~~risks, business, economic and ~~sales~~other ~~tool~~risks ~~for~~and ~~agents~~factors ~~with~~that ~~the~~may ~~goal~~cause ofactual ~~increasing transactional~~results ~~business. We~~to ~~serve~~be ~~customers~~materially ~~primarily~~different infrom ~~North~~those ~~America~~ discussed in athese ~~variety~~forward-looking statements. Many of ~~industries~~those ~~with~~factors aare ~~particular~~outside ~~emphasis~~of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Accordingly, you are urged not to place undue reliance on ~~ecommerce~~these forward-looking statements, ~~markets~~which speak only as of the date of this report.

~~Corporate Information~~We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation.

We were incorporated in the State of Wyoming 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.

On November 27, 2007 we adopted Articles of Merger to merger iTrackr, the Wyoming corporation with and into iTrackr, Inc., a Florida corporation.

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.

For the year ended December 31, 2010 and 2009, the Company had a net loss of $981,805 and $856,942, respectively. As a result, our auditor has issued an uncertainty paragraph about our ability to continue as a going concern in their 2010 and 2009 audit report stating the Company has suffered recurring losses and has yet to generate an internal cash flow that raises substantial doubt about our ability to continue as a going concern.

Our principal executive offices are located at 433 Plaza Road, Ste 275 Boca Raton, FL 33432, and our telephone number is (561) 962-4111. Our website address is http://www.itrackr.com. Information on or accessed through our website is not incorporated into this prospectus and is not a part of this prospectus.

With respect to this discussion, the terms “we”, “our”, “iTrackr” and the “Company” refer to iTrackr Systems, Inc., and its wholly-owned subsidiary, iTrackr, Inc..

Chat and Online Customer Support

Industry

Consumer migration to the Internet is driving a dramatic shift in the way consumers buy products and services from companies. As more and more content, social media sites and web applications become ubiquitous, consumers are spending an increasing amount of time online. In 2010, consumers will spend 40-50% of their media time on the Internet. Most analysts predict usage of offline media, including television, radio and print, will continue to decline. There is a major paradigm shift taking place in e-Commerce. According to Forrester Research 58% of consumers start their Product Research on the web and companies have eight (8) seconds to hook a visitor through their landing page. Product and service sales through e-retail channels are expected to grow at a compounded growth 10% annually through 2013. E-Commerce is the third fastest growing industry behind Voice over Internet Phone (VoIP) and Search Engines (IBIS World). In the world where consumers are spending a huge proportion of their time online, companies are looking at ways to provide live help and interaction when visitors are online. Interactive live chat is increasingly becoming a way for companies to interact with their online visitors, answer their questions and build trust thus enabling them to sell products and services.

AsITEM ~~the supply of page views and online content grows faster with a lot of information online, consumers are getting increasingly frustrated as they seek answers to simple questions~~1. ~~Consumers have to browse through a number of online pages, self help and FAQ’s to find answers to their questions which on many occasions does not provide the information consumers are seeking~~BUSINESS. Satisfaction for researching retail products online and buying them over the phone is only 44-53%, with the younger age group being most dissatisfied at 44%. According to Forrester Research 57% of US Online consumers say they are likely to abandon an online purchase if they cannot find quick answers to their questions. 25-32% of online consumers abandon their shopping carts (eMarketer). The most compelling statistic comes from a research conducted by Internet Retailer which concluded that 10-15% of Consumers who browse online will complete a sale if engaged in a text chat versus 2% for those who do not engage in a chat.

~~Companies doing~~We ~~business online~~ are ~~paying~~an ~~attention~~emerging toecommerce ~~this shift in consumer behavior~~ and ~~the~~social ~~increasing~~media ~~demand~~software ~~for live interaction online by deploying “Click2Chat”~~ and ~~“Click2Call”~~services ~~solutions to provide live help while visitors are online~~company. ~~Most~~ ofWe ~~these~~have ~~companies~~developed ~~are~~two ~~providing~~technology ~~the~~platforms ~~live~~branded ~~interaction (Chat)~~ as anRespondQ ~~afterthought~~(See www.RespondQ.com) and ~~primarily~~iTrackr to(See ~~provide customer service or technical support~~www. Aitrackr.com) ~~few~~both ~~online~~of ~~companies~~which ~~are~~enable ~~actively~~web ~~using~~based ~~this~~and aslocal ~~an additional~~businesses ~~channel~~ to ~~generate~~increase ~~new~~ sales ~~besides~~through ~~the~~innovative ~~Online~~technology and ~~Call~~increased ~~Center channels~~web presence.

~~Similarly in~~RespondQ the area of generating leads though online websites very few lead generation companies with presence online are generating qualified leads in various verticals such as education, payday loans, financial services, insurance etc., using live interaction on their websites. Most online lead generation companies today have online visitors fill out a lead form which is subsequently sent to automated lead verifiers for scrubbing followed by low cost call centers from offshore locations further cleansing the data. A click2chat solution with live agents for online lead generators would result in cost savings for generating qualified leads online while saving time on the three step process for getting good quality leads.

~~Our Strategy~~Business

~~Our mission~~Through isour toRespondQ ~~change~~chat ~~these~~communications ~~fundamentals. Our~~platform, ~~solutions~~the ~~will~~Company ~~help companies~~offers ~~doing~~a ~~business~~comprehensive insuite ~~the~~of ~~online~~real-time, ~~world~~live byinteraction ~~increasing~~tools ~~their~~designed ~~sales thus contributing~~ to ~~their~~allow ~~top~~our ~~line~~customers ~~revenue and maximize their marketing dollars spent online. In~~ the ~~online~~information ~~lead~~they ~~generation~~need ~~space~~while ~~our~~interacting ~~solutions will provide companies~~ with ~~qualified~~potential ~~leads~~purchasers, inincluding aour ~~very~~proprietary ~~efficient~~chat ~~and~~application, ~~cost~~live ~~effective manner.~~web ~~Our~~statistics, ~~unique~~live ~~value~~visitor ~~proposition~~engaging, ~~of providing an end-to-end solution for~~ live ~~online~~web ~~interaction~~analytics ~~with a hosted chat platform combined with a unique sales process~~ and ~~highly~~real ~~trained~~time ~~sales~~support ~~agents~~ticketing ~~will~~for ~~change~~both ~~the~~enterprise ~~way companies sell products~~ and ~~services~~single ~~online~~site users. ~~Our~~ ~~solutions~~RespondQ ~~will~~helps ~~fill a meaningful gap in the~~ online ~~sales~~businesses ~~and~~maximize ~~online~~their ~~lead~~web ~~generation~~based ~~market~~marketing budget by ~~bridging~~interacting ~~the~~with ~~gap between~~visitors ~~visitor~~when ~~traffic~~they ~~and~~are ~~successful~~most ~~business~~likely ~~outcomes. Our business~~to ~~solutions~~make ~~deliver~~a ~~measurable~~purchase ~~return~~thus onincreasing ~~investment~~online ~~by enabling clients to:~~sales.

·RespondQ ~~Increase~~fills ~~conversion~~a ~~rates~~meaningful gap in the online sales and ~~reduce~~lead ~~abandonment~~generation market by ~~selectively~~bridging ~~engaging~~the ~~website~~gap ~~visitors;~~between visitor traffic and successful business outcomes. Our unique value proposition of providing an end-to-end solution for live online interaction with a hosted chat platform combined with a unique sales process and highly trained sales agents changes the way companies sell products and services online. Our business solutions deliver measurable return on investment by enabling clients to:

· ~~Accelerate~~increase ~~the~~conversion ~~sales~~rates ~~cycle,~~and ~~drive~~reduce ~~repeat~~abandonment ~~business~~by ~~and~~selectively ~~increase~~engaging ~~average~~website ~~order values~~visitors;

· ~~Increase~~accelerate ~~customer~~the ~~satisfaction~~sales cycle, ~~retention~~drive ~~and~~repeat ~~loyalty~~business ~~while~~and ~~reducing~~increase ~~service~~average ~~costs~~order values;

· ~~Harness~~increase ~~the~~customer ~~knowledge~~satisfaction, ofretention ~~subject-matter~~and ~~experts~~loyalty bywhile ~~allowing~~reducing ~~consumers~~service ~~to engage with major online brands~~costs;

· ~~Refine~~harness ~~and~~the ~~improve~~knowledge ~~performance~~of subject-matter experts by ~~understanding~~allowing ~~which~~consumers ~~initiatives~~to ~~deliver~~engage ~~the~~with ~~highest~~major ~~rate;~~online ~~and~~brands;

· ~~Lower~~refine ~~operating~~and ~~costs~~improve inperformance ~~the~~by ~~call~~understanding ~~center~~which byinitiatives ~~deflecting~~deliver ~~costly~~the ~~phone~~highest ~~and~~rate ~~email~~of ~~interactions.~~return; and

·	lower operating costs in the call center by deflecting costly phone and email interactions.

As a “cloud computing” or software-as-a-service (SaaS) provider, RespondQ provides solutions on a hosted basis. This model offers significant benefits over premise-based software, including lower up-front costs, faster implementation, lower total cost of ownership (TCO), scalability, cost predictability and simplified upgrades. Organizations that adopt multi-tenant architecture that is fully hosted and maintained by RespondQ eliminate the time, server infrastructure costs and IT resources required to implement, maintain and support traditional on-premise software. Additionally, RespondQ is the first in its class to offer a full service, pay for performance model to qualifying site owners where select customers pay no up-front costs and receive access to all the tools mentioned above, free technical support and highly trained chat and sales operators. RespondQ negotiates a rate of commission for each sale made keeping our customers costs 100% variable.

Market Opportunity

According to J.P. Morgan, the rise of social media and online video has stimulated Internet advertising spending, which is projected to exceed $105 billion in 2014. Also, by year end, 37% of all U.S. online consumers will use chat for customer service predicts a Forrester Research survey published in 2011. That is nearly double the 19% that used chat for customer service in 2009. Chat adoption has increased to nearly one-half of online consumers ages 18 to 32 and to approximately one in four seniors. In the Forrester survey, chat has the highest satisfaction rate among all online customer service channels at 62%.

According to Forrester Research 58% of consumers start their Product Research on the web and companies have eight (8) seconds to hook a visitor through their landing page. As the supply of page views and online content grows, consumers are getting increasingly frustrated as they seek answers to simple questions. Satisfaction for researching retail products online and buying them over the phone is only 44-53%, with the younger age group being most dissatisfied at 44%. According to Forrester Research 57% of US Online consumers say they are likely to abandon an online purchase if they cannot find quick answers to their questions. 25-32% of online consumers abandon their shopping carts (eMarketer). The most compelling statistic comes from a research conducted by Internet Retailer which concluded that 10-15% of Consumers who browse online will complete a sale if engaged in a text chat versus 2% for those who do not engage in a chat. Moreover, according to a Forrester Research survey, members of Generation Y are dedicated consumers of online content and wide adopters of social support; most use multiple technologies for online communications such as email, social networking and text messaging, and create and share user-generated content. Survey results indicated that in 2011 39% of Generation Y consumers had used a forum or community for social support. Forrester also indicated that this demographic is demanding, with high expectations for the services they purchase via the Web.

We believe that the positive trends in e-commerce and demographic shifts described above, along with the diversifying channels of consumer engagement worldwide, offer RespondQ opportunities to accelerate the demand for RespondQ’s online, real-time customer engagement solutions.

Strategy

RespondQ has established a reputation as a trusted brand by demonstrating a standard of excellence in service along with a relentless passion for the creation of new applications that drive the best online user experiences. The key elements of RespondQ’s business solutions strategy include:

Continuation of building brand strength within the home services vertical while expanding into New Markets. RespondQ continued to develop its market position by increasing its client base, and expanding its offerings within its existing customer base. In late 2011, we identified several markets that have a high potential for revenue growth and key industries within that are not currently utilizing chat technologies. Several of these industries include but are not limited to; Affiliate Networks, Specialty Retail, Auto Insurance, Healthcare, Club and Membership Groups, Education, Government, and Travel. Continuing to grow our client base will enable us to strengthen our recurring revenue stream. Our primary focus of expansion being that of Full Service chat solutions.

Creating the RespondQ International Presence. During 2011, we continued our investment in building out new sales collateral and services personnel to expand our customer base. We have identified the Latin America market, including Mexico, Panama, Columbia and Venezuela to present the best near-term opportunity for expansion. We are currently evaluating sales and marketing strategies and several partnership opportunities to support expansion directly into these countries.

Continuing to Build Brand Recognition. As a pioneer of pay for performance chat solutions, RespondQ enjoys recognition and credibility due to our success with companies like Saveology, Acceller and Digital Mojo. We strategically target decision makers within key vertical markets, leveraging customer successes to generate increased awareness and demand for our unique chat technologies. In addition, we continue to develop relationships with the media, industry analysts and relevant business associations to reinforce our position and leadership within the industry. Our brand name is also visible to both business users and consumers where our software is present on a site. When a visitor engages in a chat session on a customer’s website, our brand name is displayed on the chat window as “Powered By RespondQ”. We believe that this high-visibility placement will continue to create brand awareness and increased demand for our solutions.

Increasing the Value of Our Service to Our Clients. We regularly add new features and functionality to our services to further enhance value to our customers. In 2011, we continued to enhance our reporting, analysis and administrative tools as part of our overall portfolio of features, as well as our ability to capture, analyze and report on the substantial amount of online data we collect on behalf of our clients. Our clients may use these capabilities to increase productivity, manage call center staffing, develop one-to-one marketing tactics and pinpoint sales opportunities. Through these and other innovations, we intend to reinforce our value proposition to clients, which we believe will result in additional revenue from new and existing clients over time.

Competition

The markets for online engagement technology and online consumer services are intensely competitive and characterized by aggressive marketing, evolving industry standards, rapid technology developments, and frequent new product introductions.

Our business solutions compete directly with companies focused on technology that facilitates real-time sales, email management, searchable knowledgebase applications and customer service interaction. These markets remain fairly saturated with small companies that compete on price and features. ~~iTrackr~~The Company faces competition from online interaction solution providers, including but not limited to software-as-a-service (SaaS) providers such as LivePerson, Art Technology Group (purchased by Oracle on January 5, 2011), Instant Service, RightNow Technologies ~~and~~(purchased by Oracle on October 24, 2011), TouchCommerce and LiveChat. We face potential competition from Web analytics and online marketing service providers, such as Omniture. The most significant barriers to entry in this market are knowledge of:

·	Online consumer purchasing habits;

·	Methodologies to correctly engage customers;

·	Metrics proving return on investment; and

·	Technology innovation opportunities.

iTrackr also faces potential competition from larger enterprise software companies such as Oracle and SAP. In addition, established technology and/or consumer-oriented companies such as Microsoft, Yahoo and Google may leverage their existing relationships and capabilities to offer online engagement solutions that facilitate real-time assistance and live advice.4

~~Finally, iTrackr~~The ~~competes~~Company ~~with~~also ~~in-house~~faces ~~online~~potential ~~engagement~~competition ~~solutions,~~from aslarger ~~well~~enterprise software companies such as, toOracle ~~a lesser~~and ~~extent~~SAP. In addition, ~~traditional~~established ~~offline~~technology ~~customer~~and/or ~~service~~consumer-oriented ~~solutions,~~companies such as ~~telephone call~~Microsoft, ~~centers~~Yahoo and Google may leverage their existing relationships and capabilities to offer online engagement solutions that facilitate real-time assistance and live advice.

~~iTrackr believes~~Finally, ~~that~~the ~~competition~~Company ~~will~~competes ~~increase~~with asin-house ~~our~~online ~~current~~engagement ~~competitors~~solutions, ~~increase~~as ~~the sophistication~~well ofas, ~~their~~to ~~offerings~~a ~~and~~lesser asextent, ~~new~~traditional ~~participants~~offline ~~enter~~customer ~~the~~service ~~market. Compared to iTrackr~~solutions, ~~some~~such ofas ~~our~~telephone ~~larger~~call ~~current and potential competitors have:~~centers.

The Company believes that competition will increase as our current competitors increase the sophistication of their offerings and as new participants enter the market. Compared to the Company, some of our larger current and potential competitors have:

·	Stronger brand recognition;

·	A wider range of products and services; and

·	Greater financial, marketing and research and development resources. Additionally, some competitors may enter into strategic or commercial relationships with larger, more established and better-financed companies, enabling them to:

·	Undertake more extensive marketing campaigns;

·	Adopt more aggressive pricing policies; and

·	Make more attractive offers to businesses to induce them to use their products or services.

~~Agreements~~iTrackr

~~iTrackr has entered into an agreement with Saveology and RespondQ which presently represents 100% of our current business. Key terms and conditions of these contracts are:~~Business

·Our newly designed and currently in beta testing iTrackr ~~Systems~~direct ~~will~~deals ~~license~~platform ~~certain~~represents ~~hosted~~the ~~“Click2Chat~~latest ~~software~~evolution asof athe ~~service”~~daily ~~and~~deal ~~provide~~business ~~all~~model ~~other~~by ~~services,~~combining ~~data~~the ~~import/export,~~benefits ~~monitoring,~~of ~~support~~social networking, ~~backup~~daily deals and ~~recovery,~~couponing ~~change~~onto ~~management.~~a technology ~~upgrades,~~platform that significantly enhances web presence and ~~training~~allows ~~necessary~~both ~~for~~the ~~productive~~local ~~use~~business ofowner ~~such~~and ~~software~~the (consumer to create and request personalized discounts on the ~~"Services"),~~fly. The premise of iTrackr is that consumers should drive discounts based on their specific desires and needs and be able to easily find those discounts any time no matter where they are.

· the Services are offered on a non-exclusive basis

· iTrackr shall not enter into any subcontracts for the performance of the Services, or assign or transfer any of its rights or obligations under this Agreement, without prior written consent and any attempt to do so shall be void and without further effect. Consent to iTrackr's right to subcontract any of the Services shall not relieve iTrackr of any of its duties or obligations under this Agreement, and iTrackr shall indemnify and hold the parties harmless from any payment required to be paid to any such subcontractors.

· The parties may, upon written notice, request increases or decreases to the scope of the Services

· The initial term of the agreement is 12 months and following the initial term, the agreement will automatically renew for successive one-year terms (each, a "Renewal Term") until such time as the parties provide iTrackr with written notice of termination.

Social Networking and Online Retail Search

Industry

Social technologies continue to grow substantially. Forrester Research reports that three out of four Americans use social technology. Nielsen reports that 2/3rd of the global internet population visits social networks and that social sites are the fourth most popular online activity ahead of personal email. Facebook estimates to have 500 million active users, of whom half log in on any given day, and of which more than 200 million active users access through mobile devices.

By the year 2013, 43% of global mobile internet users (607.5 million people worldwide) will be accessing social networks from their mobile devices, according to eMarketer, which characterizes mobile and social as still-emerging channels that are each helping drive the adoption of the other. In the US, mobile social networkers will total 56.2 million by 2013, and will account for nearly half (45%) of the mobile internet user population.

Social networking has dramatically reshaped the Internet landscape and is now generating more than $1 billion annually. Industry giants such as Microsoft and Google continue to court these social networking sites with the intention toward establishing the mechanism for monetizing advertising content.

Mobile data services (e.g. text messaging, ringtones, wallpaper) have become a hundred billion dollar business worldwide. ABI Research estimates that between 2008 and 2014, the total market for mobile messaging will grow at a CAGR (Compound Annual Growth Rate) of nearly 8 percent, increasing from $132 billion in 2008 to $208 billion by 2014.

Products and Services

The iTrackr community brand has created one of the first mobile shopping communities which is fully integrated with the online and mobile world. Our community bridges cyberspace and the mobile space with the real world for the benefit of our users, retailers and merchants. iTrackr is recognized nationally for locating hard to find products and major media organizations such as U.S. News and World Report, The Wall Street Journal and CNET have consulted with us for reference retail statistics.

Our current product line consists of our online customer support application, “TrackiT!”, “PriceiT!”, Groups, Calendar and status update messaging for mobile and Internet.

TrackiT, PriceiT and iTrackr Community Applications

These products are based on a “pull/push” model where the consumers tell us what products they are interested in via the Retail “TrackiT!” button and iTrackr pulls the information from the retailers’ inventory and pushes it to the consumer. The consumer establishes their messaging preferences of site only, mobile text messaging and/or email. The main product is the “TrackiT!” function which allows consumers to search local stores’ inventory for products like the Wii Console, Guitar Hero video game as well as a host of other products.

Our products are focused on creating value by and to the consumer, the retailer and the marketing firm. The success of our business is predicated on our ability to effectively achieve and maximize value on each of these fronts.

Our business and technology was created first and foremost with the individual consumer, and the consumer’s “interests” in mind. More than ever, consumers are challenged with issues of time and convenience in fulfilling their purchases. This factor has been one of the primary catalysts for the growth of online shopping which addresses both of these constraints directly. But the fact is that online commerce remains less than 5% of total retail, according to the Q1 2010 Census Bureau of the Department of Commerce Report and is forecast to only reach about 8% of total retail by 2014, according to Forrester Research. Tracking and utilizing the expressed interests of our users allows us to maintain our relevance to the consumer and to provide information that keeps them engaged with our Community.

The vast majority of consumers are committed to fulfilling their shopping purchases at brick-and-mortar locations. This creates another significant inconvenience, or “pain”, for the consumer – namely, the need to find the product they are looking for in stock and in their area now. We believe that the best solution, or resolution, for the consumer’s need is to help them mitigate and eliminate altogether the hassle of locating stores that have the products they want in stock and to provide them with an opportunity to secure that in-stock product with an immediate purchase. We leverage the power and ubiquitous nature of the Internet and mobile marketplace to provide this intelligence to the consumer in an on-demand, real-time capability. We simplify the process in a turnkey fashion and with immediate resolution.

The value proposition that we offer to the retailer is equally compelling. We drive purchases to the retailer. Our presence and content will greatly influence where our users fulfill their transactions. Our powerful e-commerce driven, social networking platform cost-effectively pushes consumers that are ready to purchase to retail locations. Retailer’s can market incentives and promotions on a local and even store-by-store basis to our consumers. That is the essence of social merchandising. iTrackr can provide layers of intelligence to retailers that can be parsed all-the-way down to the zip-code layer. The implications to the retailer range well beyond target marketing and extend directly to inventory management, fulfillment and settlement in the consumer supply chain.

Substantiating “return-on-investment remains the biggest challenge for marketing firms catering to online advertisers. Much of the problem online advertiser’s face is related to the measurement tools currently available and the data which is ultimately produced from those tools. Additionally, it is also difficult to determine the quality of placement and the impact of advertising amongst the online audience at a particular destination.

The primary advantage that we offer marketing firms is the assurance that the ads and promotional campaigns launched within the iTrackr Community are both highly targeted and are being sought by the confirmed consumers that are at our site first and foremost for retail interests. This is a significant advantage and a key differentiator from other platforms. We believe that marketing firms can more effectively demonstrate ROI to their clients on our platform, and we can provide them with the statistics to prove it.

We are working with our commercial partners to provide inventory and service tracking functions within the branded image of their existing online presence. This is the fundamental building block of social merchandising. From these services, our Retail partners will extend product and service fulfillment messaging with derivative sales offerings, associated mobile advertising and mobile couponing. iTrackr subscribers will benefit from brand affinity offerings through our Retailers’ partners.

Transaction Fulfillment

Consumers can complete the process of searching for products and services by securing them with a “BuyiT!” purchase when they locate what they want. Goods and services can be secured when they become available, and the consumer will know that their products will be waiting for them when they go to pick them up.

~~Group~~We are committed to providing a great customer experience and maintaining the trust of our customers. One way to achieve positive outcomes is to hold merchants accountable for the deals they provide. By allowing consumers to provide feedback on merchant profiles, we are helping to ensure the integrity of the marketplace nurtured by our platform. In addition, we use our technology to help merchants target relevant deals based on individual subscriber preferences. As we increase the volume of transactions through our platform, we increase the amount of data that we have about deal performance and customer interests. This data allows us to continue to improve our ability to help merchants design the most ~~Messaging~~effective deals and deliver deals to customers that better match their interests. Increased relevancy enables our merchants to offer several deals, which we believe results in increasing purchases by targeted subscribers. The iTrackr platform's benefits and attributes include the following:

~~Consumers can~~· ~~communicate~~Consumer orDriven ~~forward~~- ~~received~~iTrackr ~~messages~~eliminates the need to ~~any~~join ofdaily ~~their~~deal ~~groups,~~email ~~regardless~~ lists’ that do not cater to individual desires and needs. on iTrackr.com the consumer is in complete control of ~~which~~the ~~devices~~deals they ~~are~~would ~~using,~~like ~~where~~to ~~each~~purchase. ~~member~~Consumers ~~receives~~can ~~messages~~customize ~~according to~~their profile and select specific businesses in their ~~individual~~locality ~~profiles~~or ~~and~~nationwide ~~permissions~~from ~~that~~which they ~~have established. Retailers~~are ~~can~~interested ~~leverage~~in ~~this~~receiving ~~group~~deals. ~~messaging functionality~~Consumers tomay ~~push~~even ~~special~~request ~~offers~~a specific and ~~incentives~~personalized todeal ~~relevant~~directly ~~groups, notifying~~from ~~them~~any ofbusiness ~~brick-and-mortar~~with ~~locations~~an ~~where~~iTrackr.com ~~they~~profile. ~~can~~Additionally, ~~locate~~consumers ~~products~~may comment and ~~take~~ ~~advantage~~add ofreviews ~~special~~about ~~offers~~any business in our data base.

~~MyiTrackr Dashboard~~· Consumer Focus - by monitoring and controlling the platform for deal exchanges we become intelligent in understanding consumer desires and needs. This is important in that we can identify what consumers are looking for and when they are looking for it.

~~When~~· ~~a community~~Merchant ~~member~~Flexibility ~~signs~~- ~~in,~~business ~~their~~owners ~~home~~can ~~page~~easily isdeploy ~~also~~deals ~~their personal dashboard. Whether from the web or from the mobile device, the MyiTrackr Personal Dashboard is the interface~~ to ~~the~~all ~~world~~consumer ofprofiles ~~iTrackr services. From~~within a ~~user’s~~25 ~~personal~~mile ~~dashboard~~radius ~~they can personalize and configure their view~~ of ~~the iTrackr community. From here they can set up~~ their ~~communications settings, their group affiliations and their personal preferences~~operation. ~~Community~~ ~~members~~Businesses can ~~research~~also ~~subscriber~~target ~~submitted opinions~~specific ofindividuals ~~products~~with ~~and~~specific ~~services, or they may wish to submit reviews of their own~~deals. ~~The MyiTrackr Personal Dashboard is the member’s one-stop for personalization of the iTrackr Community experience.~~

· Data Driven - Consumer and business profiles on iTrackr ~~Trackit~~.com ~~Reports~~are SEO enhanced allowing stronger searchability and online visibility for the small local business that does not have the time or experience to develop an online presence. Unlike other daily deal providers, our platform automatically provides an online profile and visibility to internet users eliminating the need for a dedicated website.

~~iTrackr’s TrackiT~~· ~~Reports~~Ubiquitous ~~provide~~- ~~commercial~~designed ~~subscribers~~to ~~with~~be ~~invaluable~~private ~~data~~labeled ~~provided~~and ~~by the~~licensed ~~iTrackr~~in ~~consumer. We~~foreign ~~have~~markets ~~unique~~and ~~insight~~accessible ~~into~~on ~~the~~any ~~purchasing trends~~device ofthrough ~~groups of consumers by product. When a community member stops tracking a product, we glean specific information about~~ the ~~retail experience,~~web ~~and~~or ~~while~~from ~~we never release specific user information, we can aggregate very specific information about consumer behavior. As~~ our ~~membership~~ ~~grows~~mobile ~~many consumer trends can be noted and quantified~~app. ~~iTrackr TrackiT Reports are the only place where that data can be found.~~

iTrackr Systems maintains several of the largest ‘Breathing” consumer and business data files available for actionable use both online and offline. Within its repository of data there are over 207 Million American consumers, and 16 Million U.S. based businesses all of which are cross connected and constantly enhanced at the individual consumer and business levels. We have identified roughly 1 Million businesses that fit our SIC code categories for the iTrackr.com beta launch. Through a calculated SEO approach we are injecting consumer and business profiles into our live site for indexing. Our goal is to have all 207 Million consumer profiles as well as the complete and relevant business profiles ~~Strategy~~within our file, live by Q4 2012.

iTrackr Technologies has built a community-driven website at www.itrackr.com where consumers can create user-generated content focused on feedback and recommendations about popular products. What is truly unique about our website is that the users all have something in common; they are confirmed consumers. They have found www.itrackr.com because they are looking for one item or another in their local shopping area for immediate purchase.

In addition to our web presence we are working with retailers to extend iTrackr’s fulfillment tracking applications to their branded web sites. Our mobile suite of applications are also extensible with our commercial partners’ look and feel, giving them an iTrackr enabled mobile presence under their existing corporate brand. We will augment our offering with transaction settlement capabilities to complement our existing capabilities and provide our partners with a complete fulfillment solution.

Our objective is to reach critical mass as quickly as possible in order to establish the iTrackr Community as viable and attractive to marketing firms and online and mobile advertisers. We will achieve critical mass when revenue from our Community presence approaches our current cost of operations. We intend to leverage our suite of applications over wired and mobile devices in order to achieve the broadest possible uptake and the greatest potential market penetration.

We have employed a “freemium” model to maximize consumer uptake for our social shopping tools. In other words, we offer product tracking and notification, as well as the consumer social network capabilities to our users and members without a charge. We believe this will provide us with the most efficient path to establishing critical mass and validation of our offering. We believe that as traffic and usage increases on our network we will be able to generate revenues through sales of marketing and advertising campaigns, usage fees for premium content and services and subscriptions.

We believe that our user base will be driven by the content that we propagate to our iTrackr database, the number of consumers that will employ mobile data applications, and more generally mirror the broader online consumer demographic. Our strategy is to populate our database initially with the most sought after, or the “hottest” consumer products, demand for which is generated by the community members themselves. This category of products is, by nature, more difficult to locate in-store due to the fact that demand is higher. These will be the products which will highlight the value of our offering to the consumer, and create the largest viral “buzz” amongst all consumers. Around the holidays, these hot items are typically new releases of consumer electronics, games and communications devices, but can be any consumer good or service for which supply is constrained regionally or nationally.

~~Over time,~~Market other factors will contribute to the products available for tracking on our network, including consumer user-generation of product tracking requests as well as our development of partnerships and affiliation with retail and marketing firms.Opportunity

WeiTrackr ~~have developed~~primarily addresses the ~~iTrackr~~worldwide ~~platform~~local tocommerce ~~scale~~markets onin athe ~~distributed~~leisure, ~~basis~~recreation, ~~where~~foodservice ~~consumers have~~and ~~the~~retail ~~capability~~sectors. toThe ~~add~~leisure, ~~products~~recreation ~~for~~and ~~tracking,~~foodservice asmarket ~~well~~is asexpected ~~for~~to ~~reviews~~be $1.4 trillion in the U.S. and ~~commentary~~ to$5.3 trillion ~~propagate~~worldwide ~~within~~in ~~our~~2011 ~~community~~(Euromonitor International 2011 report). WeThe ~~are~~retail ~~seeking~~market is expected to ~~maximize~~be $2.9 trillion in the ~~relevance~~ U.S. and $12.2 trillion worldwide in 2011. We believe a substantial portion of ~~the~~these ~~tracking~~expenditures ~~services~~on leisure, ~~while~~recreation, ~~increasing~~foodservice and retail will be spent with local merchants. This belief is based on the ~~likelihood~~collective experience of ~~longer~~ our management and ~~more~~employees ~~frequent~~that ~~site~~commerce ~~visits~~involving individuals is primarily local. ~~This~~ ~~increases~~iTrackr also addresses the online ~~attractiveness~~advertising market serving these merchants. The size of ~~our~~ ~~site~~the asU.S. aonline ~~merchandising~~advertising ~~destination~~market ~~for~~is estimated to be $51.9 billion in 2011, of which $16.1 billion is estimated to be spent by local merchants according to Borrell Associates. The size of the global online ~~advertisers~~advertising ~~and~~market ~~marketing firms~~is estimated to be approximately $79 billion in 2011 (IDC May 2011 Worldwide New Media Market Model, 2H10).

~~Our~~We ~~plan~~ have created an e-commerce platform for ~~2010~~connecting islocal merchants to ~~grow~~consumers byin ~~promoting~~an ~~our~~interactive ~~mobile~~and ~~networking~~flexible ~~tools~~manner. ~~and~~Current ~~retail~~daily ~~search capabilities~~deal sites claim to ~~community~~be ~~and~~consumer ~~affinity~~centric ~~groups~~but ~~that~~in ~~will~~reality ~~benefit~~cater to the ~~most~~merchant. ~~from mobile~~They ~~social~~typically ~~networking~~require a specified number of deals be sold before the deal becomes active potentially causing people who have signed up for a deal to miss out leaving them with nothing but a bad experience. ~~These~~ ~~groups~~With ~~include~~data ~~retailers,~~gathered ~~students~~from our users initially and over time, ~~affinity~~ ~~groups~~iTrackr will be positioned to deliver to merchants a loyal and ~~mobile~~defined ~~device~~group ~~manufacturers. By~~of ~~soliciting~~consumers to advertise to cheaply and effectively while consumers will receive the deals they are interested in without having to wait for a certain number ~~participation~~to ~~from~~be ~~retail~~sold. ~~sponsors~~As a result, we ~~will~~believe ~~provide~~that ~~free~~the ~~services~~customer toand merchant experience enjoyed by our ~~target communities~~user base will surpass current daily deal businesses.

~~Viral Promotion~~ Strategy

~~iTrackr has~~As ~~been~~with ~~lauded~~any onwebsite ~~websites~~based ~~and~~business, ina ~~the~~"critical ~~media~~mass" ~~with~~is norequired ~~direct~~in ~~marketing expenditures~~order orfor ~~outlays~~the onplatform ~~our~~to ~~behalf. For~~take ~~example,~~root Uand grow.~~S. News &~~ ~~World~~Many ~~Report~~well-known ~~mentioned~~web ~~the~~properties ~~iTrackr~~started ~~service~~from onan ~~December 6, 2007,~~idea ~~within~~and ~~the~~flourished ~~context~~once ofthey ~~“Tracking~~reached ~~the~~critical ~~Elusive~~mass, ~~Wii”. Almost immediately~~including ~~after~~Facebook, weebay, ~~made~~Craigslist, ~~our~~Groupon ~~application~~and ~~available~~others. onWe ~~the~~will ~~world~~achieve ~~wide~~critical ~~web, mention~~mass ofwhen ~~our~~revenue ~~service~~from ~~and~~our ~~positive~~community ~~reviews~~presence ~~appeared~~approaches onour ~~Google~~current ~~searches~~cost ~~for~~of ~~the term iTrackr~~operations. We ~~will~~Some ~~continue~~of tothe ~~promote~~things ~~our~~we ~~community~~are ~~virally,~~doing ~~and will~~to ~~expand~~ensure ~~our~~we ~~blog~~reach ~~presence~~"critical ~~for~~mass" ~~the foreseeable future.~~are:

~~Consumer Reach~~· ~~Strategy~~offering our platform to consumers free of charge on wired and wireless mediums;

~~Today most~~· ~~consumers~~reducing ~~utilizing~~the ~~iTrackr~~cost doof sodistributed ~~for~~advertising ~~products that can be found and purchased at their local store. Our new product offerings will allow consumers~~ to ~~form~~merchants ~~private~~by ~~communities and to exchange group messages or discuss things within groups of their making. By~~ offering ~~these~~60 ~~features,~~days ~~we extend~~free ~~the consumers ability to seek fulfillment for services as well as goods. These services include event ticketing such as movie tickets, concerts or sporting events,~~ and ~~they will also include packages combining events with merchandise and entertainment. iTrackr’s messaging and community products will offer consumer’s the ability to organize the events in~~ a ~~one~~ ~~step~~small ~~process including the purchase of the service via the Internet~~$14. ~~This~~99 ~~can~~per ~~occur~~month ~~from~~subscription ~~any~~fee ~~Internet or mobile device.~~thereafter;

~~Retailer Promotion~~· ~~Strategy~~open beta testing of iTrackr.com to solicit and garner feedback from users in order to eliminate bugs in the software, increase usability, and improve user friendliness;

We· ~~intend to~~populating ~~solicit~~our ~~commercial~~database ~~participation~~with ~~from~~1 ~~big~~million ~~box~~currently ~~consumer~~active ~~electronics~~merchant ~~and pharmaceutical~~profiles ~~retailers,~~determined ~~but~~by ~~our~~their ~~service~~SIC iscodes ~~not~~and ~~limited~~continually toincreasing ~~any~~our ~~particular~~profile ~~set of~~base ~~retail~~as ~~categories. Consider~~we ~~the~~expand ~~following~~in ~~examples:~~to different local markets;

~~Pharmaceutical~~· ~~Retailer:~~promoting ~~we provide~~itrackr ~~the~~virally ~~retailer with the ability~~ to ~~notify~~enhance ~~customers~~visibility ~~via~~across ~~text message or email that their prescription has been filled and is available for pickup. With these highly-qualified messages, we can extend~~ the ~~retailers~~ ~~the~~social ability to offer special coupons or exclusive promotional opportunities. By combining our service with an exclusive marketing opportunity, we will drive derivative sales from the subsequent store visit by the consumer.networks;

~~Electronic~~· ~~Retailer:~~engaged ~~our utilities~~with ~~give~~an ~~retailers~~international ~~the~~B2B ~~ability~~sales toorganization ~~notify~~for ~~their~~outbound ~~customers that a product at a particular location has become available,~~ and ~~iTrackr~~direct ~~will~~marketing ~~facilitate~~campaigns ~~the transaction. In~~to ~~addition,~~rapidly ~~the~~solicit ~~retailer can drive additional sales by offering additional incentives or bundles when~~ the ~~customer~~businesses ~~visits~~within ~~the~~our ~~store~~proprietary ~~to purchase~~database ~~the originally tracked item. We have identified several major retailers with whom we have engaged or intend~~ to ~~engage. These include~~activate ~~Best~~their ~~Buy,~~profiles ~~Target,~~on ~~Radio Shack, Circuit City and Costco~~iTrackr. ~~Additionally, other retail areas will be pursued as commercial adoption grows. These secondary retailers include book stores such as Barnes & Noble and manufacturing retailers such as Apple.~~com;

·	the 1 million pre populated profiles currently in our database were selected primarily because they have an existing web presence allowing us to cross sell our RespondQ chat communication platform; and

·	we continue to invest in the depth of our website to provide the look, feel and experience our users demand.

Mobile Supply Chain Distribution

Making iTrackr an integral part of the mobile technology supply chain is one of our ultimate, long-term goals. Strategically placing the iTrackr Community button on mobile devices gives us one of the strongest opportunities to extend our community brand. Placement on the deck of PDA’s and cell phones will give us a true advantage in the marketplace. Developing relationships with manufacturers and service providers will allow us to pursue this goal, and having service providers as commercial partners will only further strengthen our offerings to potential subscribers. Even one partner in this arena greatly expands our reach and brand presence to a broad consumer group. Those consumers will drive new communities to the iTrackr offering and further expand mobile social networking in today’s wireless world.

Competition

~~While~~iTrackr ~~our business~~competes ~~concept~~directly iswith ~~unique,~~group ~~our~~buying ~~revenue~~sites. ~~streams~~Our ~~come~~major ~~from~~domestic ~~intensely~~competitors ~~competitive markets. Our~~include ~~users~~Groupon, ~~can~~Google, ~~find~~Microsoft, ~~buy~~Eversave, ~~sell~~BuyWithMe and ~~pay~~LivingSocial. ~~for~~These ~~similar~~competitors ~~items~~offer ~~and services~~substantially ~~through~~the asame ~~variety~~or ofsimilar ~~competing~~product ~~channels. These~~offerings ~~include,~~as ~~but are~~us. ~~not~~We ~~limited~~also ~~to,~~compete ~~online~~with ~~and~~businesses ~~offline~~that ~~retailers,~~focus ~~distributors,~~on ~~liquidators, import~~particular ~~and~~merchant ~~export~~categories ~~companies,~~or ~~catalog~~markets ~~and~~as ~~mail-order~~well ~~companies,~~as ~~classifieds, directories,~~traditional ~~search~~offline ~~engines,~~coupon ~~products~~and ofdiscount ~~search~~services, ~~engines~~newspapers, ~~virtually~~magazines ~~all online~~ and ~~offline~~other ~~commerce~~traditional ~~participants~~media ~~(consumer-to-consumer,~~companies ~~business-to-consumer and~~that ~~business-to-business),~~provide ~~online~~coupons and ~~offline~~discounts ~~shopping~~on ~~channels~~products and ~~networks~~ services. As ~~our~~We ~~product~~believe ~~offerings~~the ~~continue~~principal tocompetitive ~~broaden~~factors ~~into~~in ~~new categories~~our market include the breadth of ~~items~~subscriber base and ~~new~~merchants ~~commerce~~featured; ~~formats,~~local wepresence ~~expect~~and understanding ~~our~~of ~~competition~~local ~~to continue~~business totrends; ~~broaden~~and ability to ~~include~~generate ~~other~~positive ~~online~~return ~~and~~on ~~offline~~investment ~~channels~~ for ~~those new offerings~~merchants.

~~Whether it~~We isanticipate ~~driving~~that ~~product~~larger, ~~sales~~more toestablished ~~traditional~~companies ~~businesses~~may ordirectly ~~providing~~compete ~~targeted marketing~~with ~~opportunities~~us ~~for~~as ~~derivative~~we ~~sales~~continue to ademonstrate ~~retailer’s~~the ~~consumer,~~viability ~~iTrackr is~~of ina ~~the~~local e-commerce business model. Many of ~~social~~our ~~merchandizing~~current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources and larger customer bases than we do. ~~Other~~ ~~social~~These ~~networking~~factors may allow our competitors to benefit from their existing customer or subscriber base with lower acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in customer requirements. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing ~~ventures~~campaigns and adopt more aggressive pricing policies, ~~such~~which asmay ~~MySpace~~allow them to build a larger subscriber base or to monetize that subscriber base more effectively than us. Our competitors may develop products or services that are similar to our products and ~~Facebook~~services ~~have~~or ~~seen~~that ~~tremendous~~achieve ~~growth~~greater ~~over~~market ~~the~~acceptance ~~last five~~than ~~years~~our inproducts and services. In addition, although we do not believe that merchant payment terms ofare ~~the~~a ~~user~~principal ~~community~~competitive factor in our market, they may become such a factor and we may be unable to compete fairly on such terms.

Facebook has garnered more than 500 million users worldwide and Twitter reportedly has more than 190 million users. These numbers are impressive for building social networking destinations, but the business behind these offerings still relies on revenue primarily derived from online advertising. According to comScore, total ad impressions delivered on U.S. publisher sites in September 2010 was 417.2 billion up 26% versus a year ago, while Facebook led all online publishers with 297 billion ad impressions in the third quarter of 2010. iTrackr competes with these and other larger and more established social networking sites for users, but we believe we are well positioned to excel at per subscriber revenue generation given our multi-channel approach to revenue generation. The major difference between iTrackr and sites like Facebook or Twitter is that they offer blogs and pictures, and we focus on consumers and merchandising.

Other competitors include social shopping sites. Groupon launched in 2008 pools buyers for local business discounts for daily pre determined deals. Hearst Corporation acquired Kaboodle for an estimated $40 million. Kaboodle is one of the new social shopping sites started in the last few years. They had managed to grow their site to 2.2 million unique visitors by June 2007, prior to being purchased. Several social shopping sites focus on a specific community segment. Stylehive is vying to become a destination for women’s fashion. Crowdstorm is focusing exclusively on online shopping. All of these sites are looking to establish a niche community with retail extensions. Very few offerings have direct queries of existing retailers, and none have in-stock checking or sell through capabilities with existing retailers. iTrackr does complete point-of-sale transactions, and provides sell through capabilities to our commercial partners.

A key differentiator of our offering is our focus on mobile social networking and merchandizing. Most mobile offerings only tie into existing sites like MySpace. An example of this is the mobile offering from Earthlink and SK Telecom called Helio. This is a premium service requiring a specific device and running as much as $135 per month. While Helio is going after the premium content consumer, the remainder of the mobile marketplace is unserved. iTrackr will change that with our mobile community. A wide variety of mobile devices work with our community utilities, and the service does not come with a premium price tag.

We are a commerce facilitator. With other eCommerce sites, when you buy a product, you have to wait for fulfillment which often takes weeks. Our service is designed for consumers that want products today. Our consumers want to know where they can find a product, if it is available and what is the best price for the product. This is our service offering, and this is what both differentiates us from eCommerce stores and what enables us to serve as a partner to brick and mortar retailers.

Another key differentiator of our service from others, is that we proactively notify consumers when products or services that they are looking for become available and from where. We are not a retailer, so we do not compete directly with other retailers. Rather, we support them. iTrackr identifies groups of people who are looking for a product or service, and we provide opportunities for our commercial partners to fulfill their need. We identify further opportunities for retailers to take advantage of derivative sales opportunities when the right mix of consumer interest, product availability and pending purchase come together.

Competitive Strengths

Experienced management team

Our senior management team has extensive business and industry experience, including an understanding of changing market trends, consumer needs and technologies, which gives us the ability to capitalize on the opportunities resulting from these market changes. Our Chief Executive Officer, John Rizzo, has over 16 years of experience in developing technology businesses. Other members of our senior management team also have significant experience with respect to key aspects of our operations, including research and development, product design, and sales and marketing.

Early market mover

We were the first to market in the “Buy-Online, Pick-Up-In-Store” category, which we believe has enabled us to build strong brand value.

Open Source Technology

We have developed the iTrackr platform based on an “Opensource Architecture” much the same way as Facebook, Google, Yahoo, Youtube and other fast growing internet companies. This architecture enables us to quickly to scale our infrastructure to adapt to a rapidly growing user/customer base ~~and to integrate with retailers API as most source code is readily available~~.

Mobility

We are the only company in the space that relies heavily on mobile computing. We are the only company using SMS to enable the end user for increased mobility. We estimate that 25% of all messages sent through the iTrackr platform are SMS. We are also developing mobile and GPS-enabled applications to continue to dominate in this space.

Research and Development

Companies such as us are under pressure ~~for customers~~ to respond more quickly with new designs and product innovations to support rapidly changing consumer tastes and regulatory requirements. We believe that the engineering and technical expertise of our management and key personnel, together with our emphasis on continuing research and development, allows us to efficiently and timely identify and bring new, innovative products to market for our customers using the latest technologies, materials and processes. We believe that continued research and development activities are critical to maintaining our offering of technologically-advanced products to serve a broader array of ~~our~~ our customers.

9We focus our product design efforts on both improving our existing products and developing new products. In an effort to enhance our product quality, reduce costs and keep up with emerging product trends, we work with our key customers and service providers to identify emerging product trends and implement new solutions intended to meet the current and future needs of the markets we serve.

We ~~focus our~~are ~~product~~a ~~design~~technology ~~efforts~~company, onand ~~both~~approximately ~~improving~~18% of our ~~existing~~costs ~~products~~are ~~and developing~~related ~~new products. In an effort~~ to ~~enhance~~research ~~our product quality, reduce costs~~ and ~~keep~~development. We upanticipate ~~with~~that ~~emerging~~research ~~product~~and ~~trends,~~development wecosts ~~work~~will ~~with~~continue ~~our key customers~~ to ~~identify~~be ~~emerging~~a ~~product~~material ~~trends~~component ~~and~~of ~~implement~~our ~~new~~overall ~~solutions intended~~business toexpenditures ~~meet~~for the ~~current~~foreseeable ~~and~~ future ~~needs of the markets we serve~~.

We are a technology company, and approximately 45% of our costs are related to research and development. We anticipate that research and development costs will continue to be a material component of our overall business expenditures for the foreseeable future.8

Intellectual Property

We dohave ~~not~~filed for a provisional U.S. patent related to the iTrackr technology and for Trademarks related to iTrackr and RespondQ. Additionally, we rely on a combination trade secret and other common law in the United States and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our proprietary technology, processes and other intellectual property. However, we believe that factors such as the technological and creative skills of our personnel, new service developments, frequent enhancements and reliable maintenance are more essential to establishing and maintaining a competitive advantage. Others may develop technologies that are similar or ~~own~~superior to our technology. We enter into confidentiality and other written agreements with our employees, ~~either~~consultants, ~~legally~~customers, potential customers and strategic partners, and through these and other written agreements, we attempt to control access to and distribution of our software, documentation and other proprietary information. Despite our efforts to protect our proprietary rights, third parties may, in an unauthorized manner, attempt to use, copy or ~~beneficially~~otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop a service with the same functionality as our services. Policing unauthorized use of our services and intellectual property rights is difficult, ~~any~~and ~~patents~~we cannot be certain that the steps we have taken will prevent misappropriation of our technology or ~~trademarks~~intellectual property rights, particularly in foreign countries where we do business, where our services are sold or used, where the laws may not protect proprietary rights as fully as do the laws of the United States or where enforcement of laws protecting proprietary rights is not common or effective.

Some of our products are also designed to include software or other intellectual property licensed from third parties. While it may be necessary in the future to seek or renew licenses relating to various aspects of our products and business methods, based on past experience and industry practice we believe that such licenses generally could be obtained on commercially reasonable terms. However, there is no guarantee that such licenses could be obtained at all. Because of technological changes in the portable electronics industry, current extensive patent coverage and the rapid rate of issuance of new patents, it is possible certain components of our products may unknowingly infringe existing patents or intellectual property rights of others.

Government Regulation

There are an increasing number of laws and regulations pertaining to the Internet and e-commerce over the Internet. Other laws or regulations may be adopted with respect to online content regulation, user privacy, pricing, restrictions on email solicitations, taxation and quality of products and services. Any new legislation or regulation, or the application or interpretation of existing laws, may decrease the growth in the use of the Internet, which could in turn decrease the demand for our service, increase our cost of doing business or otherwise have a material adverse effect on our prospects and revenues.

Employees

At December 31, ~~2010~~2011 we had 25 full-time employees. There are no collective bargaining contracts covering any of our employees. We believe our relationship with our employees is satisfactory.

ITEM 1A. RISK FACTORS.

~~You should~~The ~~carefully~~following ~~consider~~are certain of the ~~risks~~important ~~described~~risk ~~below~~factors ~~before~~that ~~making~~could acause, ~~decision~~or contribute to ~~buy~~ causing our ~~common~~actual ~~stock.~~operating Ifresults ~~any~~to ofdiffer ~~the~~materially ~~following~~from ~~risks~~those ~~actually occurs~~indicated, ~~our business,~~expected ~~financial~~or ~~condition~~suggested ~~and~~by ~~results~~forward-looking ofstatements ~~operations~~made ~~could~~in ~~be harmed~~this Annual Report on Form 10-K or presented elsewhere by management from time to time. In ~~that~~The ~~case,~~risks ~~the~~described ~~trading~~below ~~price~~are ofnot ~~our~~the ~~common~~only ~~stock~~ones ~~could decline~~we ~~and~~face. ~~you~~Additional ~~might~~risks ~~lose~~not ~~all~~presently known to us, or ~~part~~that ofwe ~~your~~currently ~~investment~~deem inimmaterial, may become important factors that impair our ~~common stock~~business operations. ~~You~~ ~~should~~Prospective ~~also~~and ~~refer~~existing investors are strongly urged to carefully consider the ~~other~~various ~~information~~cautionary statements and risks set forth in this ~~10-K,~~report ~~including~~and ~~our~~other ~~financial~~public ~~statements~~filings ~~and~~before ~~the~~deciding ~~related~~to ~~notes~~purchase, hold or sell our common stock.

General Risks Related to Our ~~Business~~Company

Because there is doubt about our ability to continue as a going concern, an investor may lose all of his investment in our company.

Our auditor’s report for the year ending December 31, ~~2010~~2011 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our sole officer and director may be reluctant or unable to loan or advance additional capital to the Company, we believe that if we do not raise additional capital, we may be required to suspend or cease the implementation of our business plans.

iTrackr has a history of losses and may not be able to generate sufficient net revenue from its business in the future to achieve or sustain profitability.

iTrackr has incurred losses since inception. ~~To date,~~ iTrackr’s revenues ~~have~~ largely come from ~~click~~interactive ~~through~~chat ~~referral~~services ~~fees~~ and ~~call~~software ~~center~~licensing ~~service revenue from ChatTracker~~fees. iTrackr’s primary expenses relate to personnel, website development and maintenance, professional and stock based compensation and ~~significantly~~ exceed revenues. iTrackr’s consolidated financial statements have been prepared assuming that iTrackr will continue as a going concern. Successful transition to profitable operations is dependent upon obtaining a level of sales adequate to support the Company’s cost structure. The Company has suffered recurring losses resulting in a stockholders’ deficit of approximately $4,~~074~~972,~~259~~ 696 and a working capital deficiency of $~~958~~1,~~093~~307,926 as of December 31, ~~2010~~2011. Historically, the Company has been able to finance operations from the capital obtained through the issuance of convertible debt. Management intends to continue to finance the operations of the Company through future cash flows from operations and future financings. However, iTrackr’s expenses are expected to increase as it incurs additional costs ~~of becoming publicly traded, and~~ increasing operational infrastructure,. ~~and~~There ~~there~~ is no assurance that iTrackr will be able to obtain sufficient financing (or financing on acceptable terms) or earn sufficient revenues to generate positive cash flow and attain profitability.

iTrackr’s cash on hand and anticipated near term sales may be insufficient to fund operations for the next 12 months.

As of December 31, ~~2010~~2011 our cash balance was $9130,~~051~~139. We believe that approximately $1560,000 ~~to $20,000~~ per month or $~~180~~720,000 ~~to $300,000~~ will be required to cover our ~~minimum~~ cash outflows for the next 12 months. Our current cash balance and anticipated near term sales may be insufficient meet this requirement. As a result our management continues to work diligently to secure additional sales and either debt or equity based financing for which we are currently in discussions. ~~In the~~ short term, as a result of our S-1/A registration statement being declared effective, we hope to receive commitments from certain warrant holders that they intend to exercise their warrants. The cash to be realized upon exercise of these warrants is expected to be approximately $550,000. In the event no outside funding is achieved Mr. Rizzo, our CEO will ~~continue to~~ provide personal funds as needed to fund our required minimum cash outflows. During 2011 and 2010, Mr. Rizzo ~~has~~ loaned the Company $0 and $41,500, respectively. Mr. Rizzo is an accredited investor and has committed to fund up to an additional $250,000.

If iTrackr is unable to fund its operations and capital expenditures, iTrackr may not be able to continue to develop and market its products and services which would have a material adverse effect on its business.

iTrackr has experienced significant negative cash flow since its inception. In order to fund iTrackr’s operations and capital expenditures, iTrackr may be required to incur borrowings or raise capital through the sale of debt or equity securities. The Company’s ability to borrow or access the capital markets for future offerings may be limited by its financial condition at the time of any such offering as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. iTrackr’s failure to obtain the funds for necessary future capital expenditures would limit its ability to develop and market its services and could have a material adverse effect on our business, results of operations and financial condition.

iTrackr is dependent upon key personnel whose loss may adversely impact iTrackr’s business.

iTrackr depends on the expertise, experience and continued services of its senior management employees, especially John Rizzo, its founder, Chairman, Chief Executive Officer and Chief Financial Officer, and ~~Ramesh~~Jeremy ~~Anand~~Brooks, its ~~Chief Operating Officer~~President. Both Mr. Rizzo and Mr. ~~Anand~~Brooks have acquired specialized knowledge and skills with respect to iTrackr and its operations and most decisions concerning the business of iTrackr will be made or significantly influenced by them. iTrackr does not maintain life insurance with respect to Mr. ~~Anand~~ Brooks and Rizzo. The loss of Mr. ~~Anand~~Brooks and Rizzo or other senior management employees, or an inability to attract or retain other key individuals, could materially adversely affect the Company. The Company seeks to compensate and incentivize its key executives, as well as other employees, through competitive salaries and bonus plans, but there can be no assurance that these programs will allow iTrackr to retain key or hire new employees. As a result, if Mr. ~~Anand~~Brooks and Rizzo were to leave iTrackr, the Company could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any such successors obtain the necessary training and experience. In January, ~~2010~~2011, iTrackr ~~entered into an ongoing employment agreement with Mr. Anand, and~~ extended its existing employment agreement with Mr. Rizzo through ~~May~~January ~~2011~~5, 2013. There can be no assurance that a successor employment agreement will be entered into with Mr. ~~Anand~~ ~~and~~ Rizzo or that the terms of their employment agreements will be sufficient to retain Mr. ~~Anand~~Rizzo. There is no employment agreement between the Company and ~~Rizzo~~Mr. Brooks.

iTrackr’s management systems and personnel may not be sufficient to effectively manage its growth.

iTrackr’s growth strategy involves expanding its customer ~~based~~base amongst online retailers ~~with~~ ~~high~~in ~~transaction~~need ~~websites,~~of ~~increasing~~a ~~agent-hours~~chat ~~for its customer support~~ software and/or ~~increasing~~services ~~consumer demand for its product search applications~~solution. Achieving iTrackr’s growth strategy is critical in order for its business to achieve economies of scale and to achieve profitability. Any condition that would deny, limit or delay its ability to manage and support existing accounts, as well as market to new customers in the future will constrain iTrackr’s ability to grow. There can be no assurance that iTrackr will be able to successfully expand its business in its highly competitive environment, and if iTrackr fails to do so, its business could be harmed.

Expansion of iTrackr’s business will also strain its existing management resources and operational, financial and management information systems to the point that they may no longer be adequate to support its operations, requiring iTrackr to make significant expenditures in these areas. There can be no assurance that iTrackr will be able to develop such additional systems or procedures to accommodate its future expansion on a timely basis, and the failure to do so could harm its business.

Our businesses depend on a strong brand, and if we are not able to maintain and enhance our brand, or if we receive unfavorable media coverage, our ability to expand our base of subscribers and merchants will be impaired and our business and operating results will be harmed.

We believe that the brand identity that we have developed will contribute significantly to the success of our business. We also believe that maintaining and enhancing the "RespondQ" and "iTrackr" brands are critical to expanding our customer base. Maintaining and enhancing our brand may require us to make substantial investments and these investments may not be successful. If we fail to promote and maintain our brands, or if we incur excessive expenses in this effort, our business, operating results and financial condition will be materially and adversely affected. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brand may become increasingly difficult and expensive. Maintaining and enhancing our brand will depend largely on our ability to be a group buying leader and to continue to provide reliable, trustworthy and high quality deals, which we may not do successfully.

Unfavorable publicity or consumer perception of our website(s), applications, practices or service offerings, or the offerings of our merchants, could adversely affect our reputation, resulting in difficulties in recruiting, decreased revenue and a negative impact on our customer base. As a result, our business, financial condition and results of operations could be materially and adversely affected.

Our services are subject to payment-related risks.

For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower our profit margins. We rely on third parties to provide payment processing services, including the processing of credit cards, debit cards and it could disrupt our business if these companies become unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our customers or facilitate other types of online payments, and our business and operating results could be adversely affected.

We are also subject to a number of other laws and regulations relating to money laundering, international money transfers, privacy and information security and electronic fund transfers. If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties or forced to cease our payments services business.

Our promotion and marketing of our websites may not result in generation of significant revenue which may cause our business to fail.

We believe that successful marketing, development and promotion of our websites are crucial to our success in attracting business. If our marketing and promotion is not successful in developing strong public recognition of our websites, then we may not be able to earn significant revenues and our business may fail.

Unauthorized disclosure of sensitive or confidential client and customer data, whether through breach of our computer systems or otherwise, could expose us to protracted and costly litigation and cause us to lose clients which may result in our going out of business and for you to lose your investment.

We may be required to collect and store sensitive data in connection with our services, including names, addresses, social security numbers, credit card account numbers, checking and savings account numbers and payment history records, such as account closures and returned checks. If any person, including any of our employees, penetrates our network security or otherwise misappropriates sensitive data, we could be subject to liability for breaching contractual confidentiality provisions and/or privacy laws, which would devastate our business, and may result in the loss of your investment.

Our services may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands.

Our services may quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. We may be unsuccessful in responding to technological developments and changing customer needs. In addition, our applications and services offerings may become obsolete due to the adoption of new technologies or standards.

We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced services to emerging industry standards, and our new products may not be favorably received by our target market.

We are dependent on technology systems and third-party content that are beyond our control.

The success of our services depends in part on our clients’ online services as well as the Internet connections of visitors to websites, both of which are outside of our control. As a result, it may be difficult to identify the source of problems if they occur. In the past, we have experienced problems related to connectivity which has resulted in slower than normal response times to Internet user chat requests and messages and interruptions in service. Our services rely both on the Internet and on our connectivity vendors for data transmission. Therefore, even when connectivity problems are not caused by our services, our clients or Internet users may attribute the problem to us. This could diminish our brand and harm our business, divert the attention of our technical personnel from our product development efforts or cause significant client relations problems.

In addition, we rely in part on third-party service providers and other third parties for Internet connectivity and network infrastructure hosting, security and maintenance. These providers may experience problems that result in slower than normal response times and/or interruptions in service. If we are unable to continue utilizing the third-party services that support our Web hosting and infrastructure or if our services experience interruptions or delays due to third party providers, our business could be harmed.

Our business service also depends on third parties for hardware and software and our consumer services depend on third parties for content, which products and content could contain defects or inaccurate information. Problems arising from our use of such hardware or software or third party content could require us to incur significant costs or divert the attention of our technical or other personnel from our product development efforts or to manage issues related to content. To the extent any such problems require us to replace such hardware or software, we may not be able to do so on acceptable terms, if at all.

Our Controls and Procedures may not prevent misstatements.

The Company has limited segregation of duties amongst its employees with respect to the Company’s preparation and review of the Company’s financial statements due to the limited number of employees, which is a material weakness in internal controls, and if the Company fails to maintain an effective system of internal controls, it may not be able to accurately report its financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in the Company’s financial reporting which could harm the trading price of the Company’s stock.

Management has found it necessary to limit the Company’s administrative staffing in order to conserve cash, until the Company’s level of business activity increases. As a result, there is limited segregation of duties amongst the employees, and the Company and its independent public accounting firm have identified this as a material weakness in the Company’s internal controls. The Company intends to remedy this material weakness by hiring additional employees and reallocating duties, including responsibilities for financial reporting, among the employees as soon as there are sufficient resources available. However, until such time, this material weakness will continue to exist.

New tax treatment of companies engaged in internet commerce may adversely affect the commercial use of our services and our financial results.

Due to the global nature of the internet, it is possible that various states might attempt to regulate our transmissions or levy sales, income or other taxes relating to our activities. Tax authorities at the international, federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in internet commerce. New or revised international, federal, state or local tax regulations may subject us or our subscribers to additional sales, income and other taxes. We cannot predict the effect of current attempts to impose sales, income or other taxes on commerce over the internet. New or revised taxes and, in particular, sales taxes would likely increase the cost of doing business online and decrease the attractiveness of advertising and selling goods and services over the internet. New taxes could also create significant increases in internal costs necessary to capture data, and collect and remit taxes. Any of these events could have an adverse effect on our business and results of operations.

Failure to comply with federal, state and international privacy laws and regulations, or the expansion of current or the enactment of new privacy laws or regulations, could adversely affect our business.

A variety of federal, state and international laws and regulations govern the collection, use, retention, sharing and security of consumer data. The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations. In addition, various federal, state and foreign legislative and regulatory bodies may expand current or enact new laws regarding privacy matters. For example, recently there have been Congressional hearings and increased attention to the capture and use of location-based information relating to users of smartphones and other mobile devices. Several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach. Any failure, or perceived failure, by us to comply with privacy rules or with any data-related consent orders, Federal Trade Commission requirements or orders or other federal, state or international privacy or consumer protection-related laws, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities or others or other liabilities, which could adversely affect our business. In addition, a failure or perceived failure to comply with industry standards or with our own privacy policies and practices could result in a loss of subscribers or merchants and adversely affect our business. Federal, state and international governmental authorities continue to evaluate the privacy implications inherent in the use of third-party web "cookies" for behavioral advertising. The regulation of these cookies and other current online advertising practices could adversely affect our business.

Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce. Existing and future regulations and laws could impede the growth of the internet or other online services. These regulations and laws may involve taxation, tariffs, subscriber privacy, anti-spam, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the internet as the vast majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce. In addition, it is possible that governments of one or more countries may seek to censor content available on our websites and applications or may even attempt to completely block access to our websites. Adverse legal or regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our subscriber base may be adversely affected and we may not be able to maintain or grow our revenue as anticipated.

Risks Related to Our RespondQ Business

If we are not competitive in the market for online sales, marketing and customer service solutions, or online consumer services our business could be harmed.

The market for online sales, marketing and customer service technology is intensely competitive and characterized by aggressive marketing, evolving industry standards, rapid technology developments and frequent new product introductions. Established or new entities may enter the market in the near future, including those that provide solutions for real-time interaction online, or online consumer services related to real-time advice.

We compete directly with companies focused on technology that facilitates real-time sales, conversion of online shoppers to buyers, email management, searchable knowledgebase applications, and customer service interaction. These markets remain fairly saturated with small companies that compete on price and features. We face significant competition from online interaction solution providers, including software-as-a-service (SaaS) providers such as LivePerson, Art Technology Group (purchased by Oracle on January 5, 2011), Instant Service, RightNow Technologies ~~and~~(purchased by Oracle on October 24, 2011), TouchCommerce, Talisma and LiveChat. We face potential competition from Web analytics and online marketing service providers, such as Omniture. The most significant barriers to entry in this market are knowledge of:

·	Online consumer purchasing habits;

·	Methodologies to efficiently engage customers and consumers;

·	Metrics proving return on investment; and

·	Technology innovation opportunities.

Furthermore, many of our competitors offer a broader range of customer relationship management products and services than we currently offer. We may be disadvantaged and our business may be harmed if companies doing business online choose real-time sales, marketing and customer service solutions from such providers.

We also face potential competition from larger enterprise software companies such as Oracle and SAP. In addition, established technology companies such as Microsoft, Yahoo and Google may leverage their existing relationships and capabilities to offer real-time sales, marketing and customer service applications or consumer services similar to our consumer offerings.

Finally, we compete with clients and potential clients that choose to provide a real-time sales, marketing and customer service solution in-house as well as, to a lesser extent, traditional offline customer service solutions, such as telephone call centers.

We believe that competition will increase as our current competitors increase the sophistication of their offerings and as new participants enter the market. As compared to our company, some of our larger current and potential competitors have:

·	Greater brand recognition;

·	More diversified lines of products and services; and

·	Significantly greater financial, marketing and research and development resources.

Additionally, some competitors may enter into strategic or commercial relationships with larger, more established and better-financed companies. These competitors may be able to:

·	Undertake to make more extensive marketing campaigns;

·	Adopt more aggressive pricing policies and

·	Make more attractive offers to business or individuals to induce them to use their products or services.

Any change in the general market acceptance of the real-time sales, marketing and customer service solution business model or in online, real-time consumer advice services may harm our competitive position. Such changes may allow our competitors additional time to improve their service or product offerings, and would also provide time for new competitors to develop real-time sales, marketing, customer service and Web analytics applications or competitive consumer service offerings and solicit prospective clients within our target markets. Increased competition could result in pricing pressures, reduced operating margins and loss of market share.

We are dependent on technology systems and third-party content that are beyond our control.

Our agreement with Saveology and RespondQ are material contracts, and presently represent 100% of our current business. Our business would be materially and negatively impacted if either service agreement were terminated. (See “Agreements” in Business section above).

Our services are subject to payment-related risks.

Through our consumer-facing platform, we facilitate online transactions between individual service providers who provide online advice and information to consumers. In connection with these services, we accept payments using a variety of methods, such as credit card, debit card and PayPal. These payments are subject to “chargebacks” when consumers dispute payments they have made to us. Chargebacks can occur whether or not services were properly provided. Susceptibility to chargebacks puts a portion of our revenue at risk. We take measures to manage our risk relative to chargebacks and to recoup properly charged fees, however, if we are unable to successfully manage this risk our business and operating results could be adversely affected. As we offer new payment options to our users, we may be subject to additional regulations, compliance requirements, and fraud.

We may be liable if third parties misappropriate personal information belonging to our clients’ Internet users.

We maintain dialogue transcripts of the text-based chats and email interactions between our clients and internet users and store on our server’s information supplied voluntarily by these Internet users in surveys. We provide this information to our clients to allow them to perform internet user analyses and monitor the effectiveness of our services. Some of the information we collect may include personal information, such as contact and demographic information. If third parties were able to penetrate our network security or otherwise misappropriate personal information relating to our clients’ Internet users or the text of customer service inquiries, we could be subject to liability. We could be subject to negligence claims or claims for misuse of personal information. These claims could result in litigation, which could have a material adverse effect on our business, results of operations and financial condition. We may incur significant costs to protect against the threat of security breaches or to alleviate problems caused by such breaches.

The need to physically secure and securely transmit confidential information online has been a significant barrier to electronic commerce and online communications. Any well-publicized compromise of security could deter people from using online services such as the ones we offer, or from using them to conduct transactions, which involve transmitting confidential information. Because our success depends on the general acceptance of our services and electronic commerce, we may incur significant costs to protect against the threat of security breaches or to alleviate problems caused by these breaches.

Our products and services may infringe upon intellectual property rights of third parties and any infringement could require us to incur substantial costs and may distract our management.

We are subject to the risk of claims alleging infringement of third-party proprietary rights. Substantial litigation regarding intellectual property rights exists in the software industry. In the ordinary course of our business, our services may be increasingly subject to third-party infringement claims as the number of competitors in our industry segment grows and the functionality of services in different industry segments overlaps. Some of our competitors in the market for real-time sales, marketing and customer service solutions or other third parties may have filed or may intend to file patent applications covering aspects of their technology. Any claims alleging infringement of third-party intellectual property rights could require us to spend significant amounts in litigation (even if the claim is invalid), distract management from other tasks of operating our business, pay substantial damage awards, prevent us from selling our products, delay delivery of the iTrackr services, develop non-infringing software, technology, business processes, systems or other intellectual property (none of which might be successful), or limit our ability to use the intellectual property that is the subject of any of these claims, unless we enter into license agreements with the third parties (which may be costly, unavailable on commercially reasonable terms, or not available at all). Therefore, such claims could have a material adverse effect on our business, results of operations and financial condition.

Technological or other defects could disrupt or negatively impact our services, which could harm our business and reputation.

We face risks related to the technological capabilities of our services. We expect the number of interactions between our clients’ operators and internet users over our system to increase significantly as we expand our client base. Our network hardware and software may not be able to accommodate this additional volume. Additionally, we must continually upgrade our software to improve the features and functionality of our services in order to be competitive in our markets. If future versions of our software contain undetected errors, our business could be harmed. If third-party content is flawed, our business could be harmed. As a result of major software upgrades at iTrackr, our client sites have, from time to time, experienced slower than normal response times and interruptions in service. If we experience system failures or degraded response times, our reputation and brand could be harmed. We may also experience technical problems in the process of installing and initiating the iTrackr services on new Web hosting services. These problems, if not remedied, could harm our business.

Our services also depend on complex software which may contain defects, particularly when we introduce new versions onto our servers. We may not discover software defects that affect our new or current services or enhancements until after they are deployed. It is possible that, despite testing by us, defects may occur in the software. These defects could result in:

·	Damage to our reputation;

·	Lost sales;

·	Delays or loss of market acceptance of our products; and

·	Unexpected expenses and diversion of resources to remedy errors.

Our ~~promotion~~ ~~and~~reputation ~~marketing~~depends, ofin ~~our~~part, ~~websites~~on ~~may~~factors ~~not~~which ~~result~~are inpartially ~~generation~~or ~~of significant~~entirely ~~revenue~~outside ~~which~~of ~~may cause~~ our ~~business to fail~~control.

~~We believe~~Our ~~that~~services ~~successful~~typically ~~marketing,~~appear ~~development~~under the RespondQ brand. The customer service operators and ~~promotion~~experts who respond to the inquiries of our ~~websites~~clients’ Internet users are ~~crucial~~ toindependent ~~our~~contractors, ~~success~~employees inor ~~attracting~~agents ~~business. If~~of our ~~marketing~~clients; ~~and promotion~~they isare not ~~successful~~our inemployees.. ~~developing~~As ~~strong~~a ~~public~~result, ~~recognition~~we are not able to control the actions of ~~our websites~~these operators. In addition, ~~then~~an weInternet user may not know that the operator is not a RespondQ employee. If an Internet user were to have a negative experience in a RespondQ-powered real-time dialogue, it is possible that this experience could be ~~able~~attributed to ~~earn~~us, ~~significant~~which ~~revenues~~could diminish our brand and harm our business. Finally, we believe the success of our business services is aided by the prominent ~~may~~placement ~~fail~~of the chat icon on a client’s website, over which we also have no control.

~~Unauthorized disclosure~~Risks ofRelated ~~sensitive or confidential client and customer data, whether through breach of our computer systems or otherwise, could expose us~~ to ~~protracted~~ ~~and~~Our ~~costly~~iTrackr ~~litigation~~Direct ~~and~~Deals ~~cause us to lose clients which may result in our going out of business and for you to lose your investment.~~Platform

WeOur ~~may~~business ~~be required~~is tohighly collect and store sensitive data in connection with our services, including names, addresses, social security numbers, credit card account numbers, checking and savings account numbers and payment history records, such as account closures and returned checkscompetitive. If ~~any~~Competition ~~person,~~presents ~~including~~an ~~any of~~ongoing ~~our~~threat ~~employees, penetrates our network security or otherwise misappropriates sensitive data, we could be subject~~ to ~~liability for breaching contractual confidentiality provisions and/or privacy laws, which would devastate our business, and may result in~~ the ~~loss~~success of ~~your~~our ~~investment~~business.

14We expect competition in e-commerce generally, and group buying in particular, to continue to increase because there are no significant barriers to entry. A substantial number of group buying sites have emerged around the world. In addition to such competitors, we expect to increasingly compete against other large internet and technology-based businesses, such as Google and Microsoft, each of which has launched initiatives which are directly competitive to our business. We also expect to compete against other internet sites that are focused on specific communities or interests and offer coupons or discount arrangements related to such communities or interests. We also compete with traditional offline coupon and discount services, as well as newspapers, magazines and other traditional media companies who provide coupons and discounts on products and services.

Competition in the social networking, online marketing and e-commerce industry is intense and our competitors have greater financial resources and development capabilities than we have, and we may not have the resources necessary to successfully compete with them.17

~~Our business~~We ~~plan~~believe ~~involves~~that ~~providing~~our ~~consumers~~ability ~~with online real-time product and inventory information, retailers with access~~ to ~~targeted consumer demand for their products and marketing firms with targeted content for their campaigns. These business areas are highly competitive. There are numerous companies that~~ compete independs ~~these~~upon ~~markets,~~many ~~most~~factors ofboth ~~whom~~within ~~have greater financial resources~~ and ~~more~~beyond ~~expertise in this business than we do. Our ability to develop~~ our ~~business~~control, ~~will~~including ~~depend~~the ~~on our ability to successfully market our services in this highly competitive environment. We cannot guarantee that we will be able to do so successfully.~~following:

~~Our services~~· ~~may~~the ~~become~~size ~~obsolete~~ and ~~unmarketable~~composition ifof weour ~~are~~subscriber ~~unable~~base toand ~~respond adequately~~the tonumber ~~rapidly~~of ~~changing~~merchants ~~technology~~we ~~and customer demands.~~feature;

~~Our services~~· ~~may~~the ~~quickly~~timing ~~become obsolete~~ and ~~unmarketable. Our~~market ~~future success~~acceptance ~~will~~of ~~depend~~deals onwe ~~our ability to adapt to technological advances~~offer, ~~anticipate~~ ~~customer~~including ~~demands,~~the ~~develop~~developments ~~new products~~ and ~~enhance~~enhancements ~~our current products on a timely and cost-effective basis. We may be unsuccessful in responding~~ to ~~technological~~those ~~developments~~deals ~~and~~offered ~~changing~~by ~~customer needs. In~~us ~~addition,~~or our ~~applications and services offerings may become obsolete due to the adoption of new technologies or standards.~~competitors;

We· ~~may experience~~subscriber ~~technical~~and ormerchant ~~other~~service difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced services to emerging industry standards, and ~~our~~support ~~new products may not be favorably received by our target market.~~efforts;

~~The loss~~· ofselling ~~our~~and ~~executive~~marketing ~~officers or directors, could adversely affect our business.~~efforts;

~~Our success~~· ~~depends~~ease ~~largely~~of ~~upon the efforts~~use, ~~abilities~~performance, ~~and~~price ~~decision-making of our executive officers~~ and ~~directors. The~~reliability ~~loss~~ of ~~any of these individual would have an adverse effect on our business prospects. We do not currently maintain “key-man” life insurance and there is no contract in place assuring the~~ services ~~our~~offered ~~executive~~either ~~officers~~by ~~and~~us ~~directors for any length of time. In the event that we should lose our sole officer~~ or ~~directors and we are unable to find suitable replacements, we may not be able to develop~~ our ~~business.~~competitors;

~~Our Controls~~· ~~and~~our ~~Procedures~~ability ~~may~~to ~~not~~cost-effectively ~~prevent~~manage ~~misstatements.~~our operations; and

~~The Company~~· ~~has~~our ~~limited~~reputation ~~segregation of duties amongst its employees with respect to the Company’s preparation~~ and ~~review~~brand ofstrength ~~the~~relative ~~Company’s financial statements due~~ to ~~the~~our limited number of employees, which is a material weakness in internal controls, and if the Company fails to maintain an effective system of internal controls, it may not be able to accurately report its financial results or prevent fraudcompetitors. ~~As a result, current and potential stockholders could lose confidence in the Company’s financial reporting which could harm the trading price of the Company’s stock.~~

~~Management has~~Many ~~found~~of itour ~~necessary~~current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources and larger subscriber bases than we do. These factors may allow our competitors to ~~limit~~benefit ~~the~~from ~~Company’s~~their ~~administrative~~existing ~~staffing~~customer inor ~~order~~ subscriber base with lower customer acquisition costs or to ~~conserve~~respond ~~cash,~~more ~~until~~quickly ~~the~~than ~~Company’s~~we ~~level~~can ofto ~~business~~new ~~activity increases~~or emerging technologies and changes in consumer habits. As aThese ~~result,~~competitors ~~there~~may isengage ~~limited~~in ~~segregation~~more ofextensive ~~duties amongst~~research ~~the~~and ~~employees~~development efforts, ~~and~~undertake ~~the~~more ~~Company~~far-reaching marketing campaigns and ~~its~~adopt ~~independent~~more ~~public~~aggressive ~~accounting firm~~pricing ~~have~~policies, ~~identified~~which ~~this~~may asallow athem ~~material~~to ~~weakness~~build inlarger ~~the~~subscriber ~~Company’s~~bases ~~internal~~or generate revenue from their subscriber bases more effectively ~~controls~~than we do. ~~The~~ ~~Company~~Our ~~intends~~competitors may offer deals that are similar to ~~remedy~~the ~~this~~deals ~~material~~we ~~weakness~~offer ~~by hiring~~or ~~additional~~that ~~employees~~achieve greater market acceptance than the deals we offer. This could attract subscribers away from our websites and ~~reallocating~~applications, ~~duties~~reduce our market share and adversely impact our revenue. In addition, we may depend on some of our existing or potential competitors, including ~~responsibilities for~~Google ~~financial~~and ~~reporting~~Microsoft, ~~among~~for ~~the~~banner ~~employees~~advertisements asand ~~soon~~other asmarketing ~~there~~initiatives ~~are~~to ~~sufficient resources~~acquire ~~available~~new subscribers. ~~However,~~ ~~until~~Our ~~such~~ability ~~time,~~to ~~this~~utilize ~~material~~their ~~weakness will~~platforms ~~continue~~to acquire new subscribers may be adversely affected if they choose to ~~exist~~compete more directly with us.

~~Our Financial~~If ~~Statements~~we ~~for~~are ~~the~~unable ~~year~~to ~~ended~~maintain ~~December~~favorable ~~31,~~terms ~~2009~~with ~~and~~our ~~the quarterly periods ended March 31~~merchants, ~~2010 and June 30, 2010 were Restated as a Result of a Re-Audit by~~ our ~~New~~revenue ~~Independent~~may ~~Accountant~~be ~~Which~~adversely ~~was Necessitated Due to Revocation of our Former Auditor’s Public Company Accounting Oversight Board (“PCAOB”) Registration~~affected.

~~Management received~~The ~~notification~~success ~~that~~of our ~~former~~business ~~auditor’s~~depends ~~PCAOB~~in ~~registration~~part ~~had~~on ~~been revoked~~our asability ~~of August 12, 2010 pursuant~~ to ~~PCAOB~~retain ~~Release No. 105-2010-007. As a result, the Company engaged a new auditor, Bedinger~~ and ~~Company,~~increase ~~effective August 25, 2010 and had our financial statements for~~ the ~~years~~number ~~ending~~of ~~December~~merchants ~~31,~~who ~~2008~~use ~~and 2009 re-audited and~~ our ~~financial statements~~service. ~~for the quarterly periods ending March 31~~Currently, ~~2010~~when ~~and~~a ~~June~~merchant ~~30,~~subscribes ~~2010 re-reviewed. Our~~with ~~auditors~~us ~~discovered material misstatements in our financial statements that required the Company~~ to ~~restate~~offer ~~our~~deals ~~financial statements~~ for ~~the~~their ~~year~~products ~~ending~~or ~~December 31~~services, ~~2009~~they ~~and~~pay ~~the~~a ~~quarterly~~monthly ~~periods~~subscription ~~ended March~~fee ~~31,~~of ~~2010~~$14.99 ~~and~~per ~~June 30, 2010~~month. As aIf ~~result~~merchants ~~Management~~decide ~~concluded~~ that utilizing our ~~disclosure~~services ~~controls~~no ~~and~~longer ~~procedures~~provides ~~were~~an ~~not~~ effective ~~during~~means ~~the aforementioned~~of ~~periods. In~~attracting ~~addition, management recognizes that our~~ new ~~auditor~~customers ~~may~~or ~~also~~selling ~~not~~their ~~discover~~goods ~~potential~~and ~~misstatements~~services, ~~due~~they tomay ~~our~~demand ~~currently assessed~~a ~~ineffective~~lower ~~controls~~subscription ~~which~~fee. ~~are~~This ~~due~~would toadversely affect our ~~lack of segregation of duties discussed above~~revenue.

15In addition, we expect to face increased competition from other internet and technology-based businesses such as Groupon, LivingSocial, Google and Microsoft, each of which has launched initiatives which are directly competitive to our business. We also have seen that some competitors will accept lower margins, or negative margins, to attract attention and acquire new subscribers.

We have a rapidly evolving business model and our new product and service offerings could fail to attract or retain subscribers or generate revenue.

We have a rapidly evolving business model and are regularly exploring entry into new market segments and the introduction of new products and features with respect to which we may have limited experience. In addition, our subscribers may not respond favorably to our new products and services. These products and services may present new and significant technology challenges, and we may be subject to claims if subscribers of these offerings experience service disruptions or failures or other quality issues. If products or services we introduce, such as changes to our websites and applications, the introduction of social networking and location-based marketing elements to our websites, or entirely new lines of business that we may pursue, fail to engage subscribers or merchants, we may fail to acquire or retain subscribers or generate sufficient revenue or other value to justify our investment, and our business may be materially and adversely affected. Our ability to retain or increase our subscriber base and revenue will depend heavily on our ability to innovate and to create successful new products and services.

If our merchants do not meet the needs and expectations of our subscribers, our business could suffer.

Our business depends on our reputation for providing high-quality deals, and our brand and reputation may be harmed by actions taken by merchants that are outside our control. Any shortcomings of one or more of our merchants, particularly with respect to an issue affecting the quality of the deal offered or the products or services sold, may be attributed by our subscribers to us, thus damaging our reputation, brand value and potentially affecting our results of operations. In addition, negative publicity and subscriber sentiment generated as a result of fraudulent or deceptive conduct by our merchants could damage our reputation, reduce our ability to attract new subscribers or retain our current subscribers, and diminish the value of our brand.

The implementation of the CARD Act and similar state and foreign laws may harm our business and results of operations.

Deals may be considered gift cards, gift certificates, stored value cards or prepaid cards and therefore governed by, among other laws, the CARD Act, and state laws governing gift cards, stored value cards and coupons. Other foreign jurisdictions have similar laws in place, in particular European jurisdictions where the European E-Money Directive regulates the business of electronic money institutions. Many of these laws contain provisions governing the use of gift cards, gift certificates, stored value cards or prepaid cards, including specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. For example, if Deals are subject to the CARD Act and are not included in the exemption for promotional programs, it is possible that the purchase value, which is the amount equal to the price paid for the Deal, or the promotional value, which is the add-on value of the Deal in excess of the price paid, or both, may not expire before the later of (i) five years after the date on which the Deal was issued or the date on which the subscriber last loaded funds on the Deal if the Deal has a reloadable feature; (ii) the Deal 's stated expiration date (if any); or (iii) a later date provided by applicable state law. Several merchants are currently defendants in 16 purported class actions that have been filed in federal and state court claiming that online coupons are subject to the CARD Act and various state laws governing gift cards and that the defendants have violated these laws by issuing Deals with expiration dates and other restrictions. In the event that it is determined that Deals are subject to the CARD Act or any similar state or foreign law or regulation, and are not within various exemptions that may be available under the CARD Act or under some of the various state or foreign jurisdictions, our liabilities with respect to unredeemed Deals may be materially higher than the amounts shown in our financial statements and we may be subject to additional fines and penalties. In addition, if federal or state laws require that the face value of Deals have a minimum expiration period beyond the period desired by a merchant for its promotional program, or no expiration period, this may affect the willingness of merchants to issue Deals in jurisdictions where these laws apply. If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed gift cards, our net income could be materially and adversely affected.

Risks Related to Our Common Stock

There will be a substantial number of shares of iTrackr’s common stock available for sale in the future that may be dilutive to its current stockholders and may cause a decrease in the market price of its common stock.

As of December 31, ~~2010~~2011, the Company had 2027,~~319~~843,~~997~~ 613 shares of common stock outstanding, 45and 15,000,000 shares of common stock available for future issuance under its 2007 Long-Term Stock Incentive Plan ~~and~~of ~~warrants~~which ~~and options to purchase 7~~4,~~610~~585,333 ~~shares~~ of ~~common~~warrants ~~stock~~and options are outstanding. The 19,629,893 shares of common stock outstanding and underlying certain options and warrants registered pursuant to our S-1/A Registration Statement are freely tradable upon the effectiveness of our Registration Statement declared effective on February 10, 2011 by the Securities and Exchange Commission without restriction or further registration under the Securities Act, unless the shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act. Any shares purchased by an affiliate may not be resold except pursuant to an effective registration statement or an applicable exemption from registration, including an exemption under Rule 144 of the Securities Act. These restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act.

Future sales or issuances of the Company’s common stock or securities convertible into common stock, the perception such sales or issuances may occur or the availability for sale in the public market of substantial amounts of our common stock could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital through future sales of equity securities at a time and price that we deem appropriate.

Our stock price has been highly volatile and may experience extreme price and volume fluctuations in the future, which could reduce the value of your investment and subject us to litigation.

Fluctuations in market price and volume are particularly common among securities of Internet and other technology companies. The market price of our common stock has fluctuated significantly in the past and may continue to be highly volatile, with extreme price and volume fluctuations, in response to the following factors, some of which are beyond our control:

·	variations in our quarterly operating results;

·	changes in market valuations of publicly-traded companies in general and Internet and other technology companies in particular;

·	our announcements of significant client contracts, acquisitions and our ability to integrate these acquisitions, strategic partnerships, joint ventures or capital commitments;

·	our failure to complete significant sales;

·	additions or departures of key personnel;

·	future sales of our common stock; and

·	changes in financial estimates by securities analysts

In the past, companies that have experienced volatility in the market price of their stock have been the subject of securities class action litigation. We may in the future be the target of similar litigation, which could result in substantial costs and distract management from other important aspects of operating our business.

Our common stock is considered “a penny stock” and may be difficult to sell.

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. Presently, our common stock is considered a “penny stock” according to SEC rules. This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of investors to sell their shares. In addition, when and if our common stock trades on the OTC Bulletin Board, investors may find it difficult to obtain accurate quotations for our common stock and may experience a lack of buyers to purchase such stock or a lack of market makers to support the stock price.

iTrackr may be unable to receive a listing of its securities on NASDAQ or another national securities exchange, and this may make it more difficult for its stockholders to sell their securities.

We intend that shares of iTrackr’s common stock will be traded in the over-the-counter market and quoted on the OTCBB. The Company’s common stock and units are not currently eligible for inclusion in The NASDAQ Stock Market. If the Company is unable to receive a listing or approval of trading of securities on NASDAQ or another national securities exchange, then it may be more difficult for stockholders to sell their securities.

One stockholder owns a majority of our common stock and may act, or prevent certain types of corporate actions, to the detriment of other stockholders.

John Rizzo owns 5,250,000 common shares, holds options to acquire 2,000,000 options at an average exercise price of $0.325 per share until July 1, 2017, has accrued salary and health insurance of $~~687~~898,~~500~~680 and $~~207~~225,~~691~~045 in related party debt owed to him by iTrackr Systems, Inc. as of December 31, ~~2010~~ 2011. Accordingly, Mr. Rizzo beneficially owns approximately 32 30.58% of our issued and outstanding common stock. Accordingly, Mr. Rizzo may exercise significant influence over all matters requiring stockholder approval, including the election of a majority of the directors and the determination of significant corporate actions. This concentration could also have the effect of delaying or preventing a change in control that could otherwise be beneficial to our stockholders.

If we issue additional shares of common stock in the future this may result in dilution to our existing stockholders.

On October 26, 2009, we simultaneously completed a 4-1 reverse split of our common stock and amended our articles of incorporation to authorize the issuance of 110,000,000 shares of stock consisting of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. Our board of directors has the authority to issue additional shares of common stock up to the authorized capital stated in the articles of incorporation. Our board of directors may choose to issue some or all of such shares to provide additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. It will also cause a reduction in the proportionate ownership and voting power of all other stockholders.

There is currently no market for trading our common stock, and when such a market does develop, the trading price of our common stock may be volatile, with the result that an investor may not be able to sell any shares acquired at a price equal to or greater than the price paid by the investor.

Our common shares are currently not quoted for trading. We intend to have our common shares quoted on the OTC Bulletin Board. Companies quoted on the OTC Bulletin Board have traditionally experienced extreme price and volume fluctuations. In addition, our stock price may be adversely affected by factors that are unrelated or disproportionate to our operating performance. Market fluctuations, as well as general economic, political and market conditions such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. In addition, to date, there has been no trading volume for our shares on the over-the-counter markets. As a result of this potential volatility and potential lack of a trading market, an investor may not be able to sell any of our common stock that they acquire that a price equal or greater than the price paid by the investor.

The trading price of iTrackr’s common stock is likely to be volatile, and you might not be able to sell your shares at or above the public offering price.

The trading price of iTrackr’s common stock is likely to be subject to wide fluctuations. Factors, in addition to those outlined elsewhere in this 10-K, that may affect the trading price of the Company’s common stock include:

· Actual or anticipated variations in the Company’s operating results;

· Announcements of technological innovations, new products or product enhancements, strategic alliances or significant agreements by the Company or its competitors;

· Changes in recommendations by any securities analysts that elect to follow the Company’s common stock;

· The financial projections the Company may provide to the public, any changes in these projections or its failure to meet these projections;

· The loss of a key customer;

· The loss of a key supplier;

· The loss of key personnel;

· Lawsuits filed against the Company;

· Changes in operating performance and stock market valuations of other companies that sell similar products and services;

· Price and volume fluctuations in the overall stock market;

· Market conditions in our industry, the industries of our customers and the economy as a whole; and

· Other events or factors, including those resulting from war, incidents of terrorism or responses to these events.

If securities analysts do not publish research or reports about iTrackr’s business or if they downgrade its stock, the price of its stock could decline.

The research and reports that industry or financial analysts publish about iTrackr or its business will likely have an effect on the trading price of its common stock. If an industry analyst decides not to cover the Company, or if an industry analyst decides to cease covering the Company at some point in the future, the Company could lose visibility in the market, which in turn could cause its stock price to decline. If an industry analyst downgrades iTrackr’s stock, its stock price would likely decline rapidly in response.

The concentration of iTrackr’s capital stock ownership with insiders will likely limit your ability to influence corporate matters.

iTrackr’s insiders, (its executive officers, directors, current five percent or greater stockholders and affiliated entities) together beneficially own approximately 73 44.12% of our outstanding common stock. As a result, these stockholders, acting together, will have significant influence over all matters that require approval by the Company’s stockholders, including the election of directors and approval of significant corporate transactions. Corporate action might be taken even if other stockholders, including those who purchased shares in this offering, oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control that other stockholders may view as beneficial.

The Company does not expect to pay any cash dividends for the foreseeable future.

The Company does not anticipate that it will pay any cash dividends to holders of its common stock in the foreseeable future. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends in the foreseeable future should not purchase the Company’s common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

We ~~entered~~ ~~into~~currently a lease ~~agreement~~approximately ~~with Regus in February 2009~~1,800 ~~where~~square ~~the~~feet ~~initial term~~at ~~was~~our ~~for~~headquarters alocated ~~three~~at ~~month~~1191 ~~period~~East ~~through~~Newport ~~April~~Center ~~2009. According~~Drive, ~~to the~~Deerfield ~~terms~~Beach, ofFlorida ~~the~~33442 ~~lease~~under ~~agreement,~~a ~~the~~ lease ~~extends~~that ~~automatically~~expired ~~for~~January ~~successive periods~~17, ~~equal~~2012. toWe ~~the~~are ~~initial~~currently ~~term~~on ~~but~~a nomonth-to-month ~~less~~rental ~~than~~basis 3and ~~months~~in ~~(or~~negotiations ~~such~~to ~~other renewal~~enter ~~term~~a ~~that~~renewed ~~has~~lease ~~been~~for ~~agreed~~the ~~between~~same ~~Regus~~facility. ~~and~~The ~~us)~~company ~~until~~pays$2,122 ~~brought~~per month to anrent ~~end by~~our ~~us or Regus~~facilities.

Our lease is for a property located at 433 Plaza Road, Ste 275, Boca Raton Florida for a fee of $800 per month.

We believe our facilities are currently suitable and adequate for our current needs.

ITEM 3. LEGAL PROCEEDINGS.

~~There~~We are not ~~any~~party ~~material pending legal proceedings~~ to ~~which~~nor ~~the~~are ~~Company~~we isaware aof ~~party or as to which~~ any ofmaterial ~~its~~pending ~~property is subject~~lawsuit, ~~and~~litigation ~~no such proceedings are known to the Company to be threatened~~ or ~~contemplated against it~~proceeding.

ITEM 4. (REMOVED AND RESERVED)

PART II

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

Market Information

~~There~~Our ~~has never been a public trading market for our~~ common stock ~~and~~began ~~our shares of common stock are not currently listed or quoted for~~ trading on ~~any~~the ~~national~~Over ~~securities exchange~~the orCounter ~~national~~Markets ~~quotation~~Group, ~~system~~Inc. We ~~intend~~QB totier ~~apply~~(the ~~for~~“OTCQB”) ~~our shares~~under tothe besymbol ~~traded~~“IRYS” on ~~the~~April ~~over-the-counter~~14, ~~bulletin board (“OTCBB”)~~2011.

18The following table sets forth the high and low bid quotations of the Company’s common stock for each quarter during the past fiscal year as reported by the OTCQB. The below quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

If and when our common stock is quoted for trading, the price of our common stock will likely fluctuate in the future. The stock market in general has experienced extreme stock price fluctuations in the past few years. In some cases, these fluctuations have been unrelated to the operating performance of the affected companies. Many companies have experienced dramatic volatility in the market prices of their common stock. We believe that a number of factors, both within and outside our control, could cause the price of our common stock to fluctuate, perhaps substantially. Factors such as the following could have a significant adverse impact on the market price of our common stock:

Year Ended December 31, 2011	High		Low
First Quarter		n/a		n/a
Second Quarter	$	1.02	$	0.51
Third Quarter	$	0.75	$	0.42
Fourth Quarter	$	0.51	$	0.35

· Our ability to obtain additional financing and, if available, the terms and conditions of the financing;

· Our financial position and results of operations;

· Concern as to, or other evidence of, the reliability and efficiency of our proposed products and services to our competitors’ products and services;

· Announcements of innovations or new products or services by us or our competitors;

· Federal and state governmental regulatory actions and the impact of such requirements on our business;

· The development of litigation against us;

· Period-to-period fluctuations in our operating results;

· Changes in estimates of our performance by any securities analysts;

· The issuance of new equity securities pursuant to a future offering or acquisition;

· Changes in interest rates;

· The issuance of new equity securities pursuant to a future offering or acquisition;

· Changes in interest rates;

· Competitive developments, including announcements by competitors of new products or services or significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

· Investor perceptions of our Company; and

· General economic and other national conditions.

Holders

As of ~~December~~ 31February 13, ~~2010~~2012, we had ~~102~~227 stockholders of record of 2027,~~319~~843,~~997~~613 shares of our common stock. A substantial number of holders of our common stock are “street name” or beneficial holders, whose shares are held of record by banks, brokers, and other financial institutions and who held 6,161,734 shares as of February 13, 2012.

Dividends

We do not expect to declare or pay any cash dividends on our common stock in the foreseeable future, and we currently intend to retain future earnings, if any, to finance the expansion of our business. The decision whether to pay cash dividends on our common stock will be made by our board of directors, in their discretion, and will depend on our financial condition, operating results, capital requirements and other factors that the board of directors considers significant. We did not pay cash dividends in the years ended December 31, ~~2010~~2011 and ~~2009~~2010.

Transfer Agent

The transfer agent and registrar for our common stock is Manhattan Transfer Registrar Company. Their address is 57 Eastwood Road, Miller Place, NY 11764 and its telephone number at that location is (631-) 928-6171.

~~Equity Compensation Plans~~23

~~Information regarding~~Securities ~~our~~Authorized ~~equity~~for ~~compensation~~Issuance ~~plans~~Under ~~may~~Equity beCompensation ~~found in “Financial Statements and Supplementary Data” in Part II, Item 8 of this Form 10-K.~~Plans

The following sets forth certain information regarding the common stock that may be issued upon the exercise of options, warrants and other rights that have been or may be granted to employees, directors or consultants under all of our existing equity compensation plans. The 2007 Long-Term Equity Incentive Plan (see below) is our only equity based compensation plan as of December 31, 2011.

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 "Plan"). The Plan was ratified at the 2007 shareholder’s meeting (the "Effective Date"). The purpose of this Plan is to attract and retain directors, officers and other employees and non-employees of the Company and its Subsidiary and to provide to such persons incentives and rewards for performance. The Company may issue each of the following under the Plan: Incentive Options, Nonqualified Options, Stock Appreciation Rights, Restricted Stock Awards, Performance Stock Awards or any other award approved by the Board to employees, directors, officers and consultants.. No Award shall be granted pursuant to the Plan ten years after the Effective Date. Stock options to purchase shares of our common stock expire no later than ten years after the date of grant. 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.

We measure all stock-based compensation awards using a fair value method on the date of grant and recognize such expense in its consolidated financial statements over the requisite service period. We use the Black-Scholes option pricing model to calculate the fair value of warrants and stock option grants. The Black-Scholes option pricing model requires management to make assumptions regarding the option lives, expected volatility, and risk-free interest rates, all of which impact the fair value of the option and, ultimately, the expense that will be recognized over the life of the option.

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a bond with a similar term. We do not anticipate declaring dividends in the foreseeable future. Historically, due to being a private company, we used the Dow Jones Internet Composite Index (FDN) to calculate volatility based on the historical closing prices for the same period as the expected life of the option. We use the “simplified” method for determining the expected term of our “plain vanilla” stock options. We recognize compensation expense for only the portion of stock options that are expected to vest. Therefore, we apply an estimated forfeiture rate that is derived from historical employee termination data and adjusted for expected future employee turnover rates, which to date has been zero. However, if the actual number of forfeitures differs from zero, additional adjustments to compensation expense may be required in future periods where unrecognized stock compensation expense exists.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (1)		4,585,333	$	0.22		2,138,001
Equity compensation plans not approved by security holders		--		--		--
Total		4,585,333	$	0.22		2,138,001

________

(1) Consists of 3,880,000 stock options and 705,333 Warrants to purchase shares of common stock. Please refer to our financial statements “ITEM 8. FINANCIAL STATEMENTS; NOTE J - WARRANTS and NOTE K – 2007 LONG-TERM EQUITY INCENTIVE PLAN,” “ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE,” and “ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.”

Recent Sales of Unregistered Securities

· On ~~June~~December 306, ~~2010~~2011, the Company ~~issued~~received ~~101,000 shares of common stock to ChatStat in exchange for the settlement of~~ $~~32,000 owing from the purchase of their chat software technology. · On June~~ 30, ~~2010, the Company issued 100,~~000 ~~shares~~and ~~of common stock to Chris Maggiore in exchange for services value at $30,000 (See “Selling Stockholders” Footnote 114 above). · On June 5, 2010, the Company~~ issued ~~125~~300,000 shares ofupon ~~common stock to Mihir Sevak, Chief Technology Officer of iTrackr in exchange for services value at $37,500. · On March 11, 2010,~~ the ~~Company~~exercise ~~issued 360,000 shares~~ of ~~common~~ stock ~~valued at $108,000 as a result of a legal settlement with Marc Falcone a former business development consultant to the Company~~options. ~~Said shares were distributed to Marc Falcone (240,000 shares), Alan Frank (108,000 shares) and Alexander Palamarchuk (12,000 shares) (See “Selling Stockholders” Footnote 69-71 above).~~ The Company relied on Section 4(2) of the Securities Act. · On March 15, 2010, the Company received $50,000 in exchange for the issuance of 166,666 shares of common stock to Chris Maggiore. In addition, on June 3, 2010, Mr. Maggiore exercised a warrant to purchase an additional 166,666 shares of common stock in exchange for $50,000. Mr. Maggiore provides business advisory services to the Company (See “Selling Stockholders” Footnote 114 above). The Company relied on Section 4(2) of the Securities Act. · On February 16, 2010, the Company converted $42,466.48 of shareholder loans to 119,999 shares of common stock which were distributed to Maplehurst Investment Group (36,260 shares), American Capital Ventures, Inc. (56,402 shares) and Jason Lyons (28,670 shares) (See “Selling Stockholders” Footnote 72-74 above). The Company relied on Section 4(2) of the Securities Act.

19· On November 7, 2011, the Company received $50,000 and issued 500,000 shares upon the exercise of stock options. The Company relied on Section 4(2) of the Securities Act.

	·	On February 5, 2010, the Company sold a warrant to an accredited investor for $50,000. Under the terms of the warrant, the investor has the right to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.40 per share (See “Selling Stockholders” Footnote 75 and 100 above). The Company relied on Section 4(2) of the Securities Act.
	·	During December, 2009, the Company converted $29,944 of shareholder loans due to Stella Gostfrand, founder and former CEO of Must Haves, Inc. to 59,888 shares of common stock (See “Selling Stockholders” Footnote 65 above). The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2011, the Company converted $27,813 of loans into 111,252 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

	·	On October 31, 2009, Delivery Technology Solutions (formerly Inflot Holdings Corp.) converted $270,000 of convertible debt principle and interest into 1,386,322 shares of common stock (See “Selling Stockholders” Footnote 98 and 110 above). The Company relied on Section 4(2) of the Securities Act.
	·	On October 31, 2009, Ted Cooper converted $559,302 of convertible debt principle and interest into 1,118,603 shares of common stock (See “Selling Stockholders” Footnote 88 and 112 above). The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2011, the Company converted $6,480 of loans into 25,920 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

	·	On October 31, 2009, Robert Gleckman converted $110,825 of convertible debt principle and interest into 221,649 shares of common stock (See “Selling Stockholders” Footnote 87 and 112 above). The Company relied on Section 4(2) of the Securities Act.
	·	On October 31, 2009, The Borg Trust converted $55,844 of convertible debt principle and interest into 111,688 shares of common stock (See “Selling Stockholders” Footnote 86 and 112 above). The Company relied on Section 4(2) of the Securities Act.

·	On October 18, 2011, the Company issued 100,000 shares of common stock to Thomas Candelaria in exchange for services valued at $43,350. The Company relied on Section 4(2) of the Securities Act.

	·	On October 31, 2009, Robert Klinek & Susan Pack converted $57,139 of convertible debt principle and interest into 114,277 shares of common stock (See “Selling Stockholders” Footnote 85 and 112 above). The Company relied on Section 4(2) of the Securities Act.
	·	On October 31, 2009, The Winston Family Trust converted $34,631 of convertible debt principle and interest into 69,261 shares of common stock (See “Selling Stockholders” Footnote 84 and 112 above). The Company relied on Section 4(2) of the Securities Act.

·	On October 17, 2011, the Company converted $26,611 of loans into 106,444 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

	·	On October 31, 2009, Dominick & Judy Aprile converted $28,879 of convertible debt principle and interest into 57,758 shares of common stock (See “Selling Stockholders” Footnote 83 and 112 above). The Company relied on Section 4(2) of the Securities Act.
	·	On October 31, 2009, Charlie Bonafede converted $5,683 of convertible debt principle and interest into 11,366 shares of common stock (See “Selling Stockholders” Footnote 82 and 112 above). The Company relied on Section 4(2) of the Securities Act.

·	On October 10, 2011, the Company received $100,000 and issued 500,000 shares upon the exercise of a warrant. The Company relied on Section 4(2) of the Securities Act.

· On October ~~31, 2009, Dawn Maywood converted $~~5,~~781~~ ~~of convertible debt principle and interest into 11~~2011,~~562~~ ~~shares of common stock (See “Selling Stockholders” Footnote 81 and 112 above). The Company relied on Section 4(2) of~~ the Securities Act. · On October 31, 2009, Sam Maywood converted $5,781 of convertible debt principle and interest into 11,562 shares of common stock (See “Selling Stockholders” Footnote 80 and 112 above). The Company ~~relied~~received ~~on Section 4(2) of the Securities Act. · On October 31, 2009, Dr. Michael Gelbar converted~~ $~~116~~40,~~666~~000 ~~of convertible debt principle~~ and ~~interest~~issued ~~into 233~~400,~~332~~000 shares ofupon ~~common stock (See “Selling Stockholders” Footnote 79 and 112 above). The Company relied on Section 4(2) of~~ the ~~Securities~~exercise ~~Act. · On October 31, 2009, Patricia Scarpella converted $87,510~~ of ~~convertible~~a ~~debt principle and interest into 175,019 shares of common stock (See “Selling Stockholders” Footnote 78 and 112 above)~~warrant. The Company relied on Section 4(2) of the Securities Act.

	·	On October 31, 2009, Shirley Harnick converted $58,347 of convertible debt principle and interest into 116,693 shares of common stock (See “Selling Stockholders” Footnote 77 and 112 above). The Company relied on Section 4(2) of the Securities Act.
	·	On October 31, 2009, Michael Nielsen converted $41,083 of convertible debt principle and interest into 82,165 shares of common stock (See “Selling Stockholders” Footnote 76 and 112 above). The Company relied on Section 4(2) of the Securities Act.

On July 12, 2011, the Company issued five million (5,000,000) shares of restricted common stock in exchange for 100% of the issued and outstanding membership interests of RespondQ, LLC, a Florida limited liability company. The stock component of the purchase consideration for RespondQ was $2,380,000 million valuing the issued shares at $0.476.

· On May 20, 2011, the Company received $175,000 and issued 500,000 shares upon the exercise of a warrant. The Company relied on Section 4(2) of the Securities Act.

	·	On May 5, 2008, Mark MacDougal received 100,000 shares of common stock as an employee bonus valued at $50,000 (See “Selling Stockholders” Footnote 15 above). The Company relied on Section 4(2) of the Securities Act.
	·	On May 5, 2008, Justin Van Winkle received 100,000 shares of common stock as an employee bonus valued at $50,000 (See “Selling Stockholders” Footnote 13 above). The Company relied on Section 4(2) of the Securities Act.

·	On June 30, 2010, the Company issued 101,000 shares of common stock to ChatStat in exchange for the settlement of $32,000 owing from the purchase of their chat software technology.

	·	On February 20, 2008, Steve Danzo earned 14,025 shares of common stock in exchange for services valued at $7,013 (See “Selling Stockholders” Footnote 92 above). The Company relied on Section 4(2) of the Securities Act.
	·	On August 21, 2007, Red Rock Strategies Ltd. converted $55,313.70 of convertible debt principle and interest into 2,765,685 shares of common stock at an exercise price of $0.02 per share (See “Selling Stockholders” Footnote 107 above). The Company relied on Section 4(2) of the Securities Act.

·	On June 30, 2010, the Company issued 100,000 shares of common stock to Chris Maggiore in exchange for services valued at $30,000. The Company relied on Section 4(2) of the Securities Act.

	·	On August 21, 2007, New Link Ltd. Corp converted two notes totaling $211,403.29 of convertible debt principle and interest into 3,385,280 shares of common stock. Note 1 total principle and interest was $156,193 and converted into 624,773 shares of common stock at an exercise price of $0.25 per share (See “Selling Stockholders” Footnote 109 above). Note 2 total principle and interest was $55,210 and converted into 2,760,507 shares of common stock at an exercise price of $0.02 per share (See “Selling Stockholders” Footnote 107 above). The Company relied on Section 4(2) of the Securities Act.
	·	On August 21, 2007, Landmark, Inc. converted $26,069.86 of convertible debt principle and interest into 104,279 shares of common stock at an exercise price of $0.25 per share (See “Selling Stockholders” Footnote 109 above) The Company relied on Section 4(2) of the Securities Act.

·	On June 5, 2010, the Company issued 125,000 shares of common stock to Mihir Sevak, Chief Technology Officer of iTrackr in exchange for services value at $37,500.

	·	On August 21, 2007, Beatrice Anne Rizzo, wife of John Rizzo, CEO and Chairman of iTrackr Systems, Inc. converted $98,516.85 of convertible debt principle and interest into 985,169 shares of common stock.
	·	On July 1, 2007 (See “Selling Stockholders” Footnote 11 and 108 above) The Company relied on Section 4(2) of the Securities Act.

On March 11, 2010, the Company issued 360,000 shares of common stock valued at $108,000 as a result of a legal settlement with Marc Falcone a former business development consultant to the Company. Said shares were distributed to Marc Falcone (240,000 shares), Alan Frank (108,000 shares) and Alexander Palamarchuk (12,000 shares). The Company relied on Section 4(2) of the Securities Act.

· Jarem Archer, founder of iTrackr, Inc. received 750,000 shares of common stock on July 1, 2007 in lieu of salary valued at $37,500 (See “Selling Stockholders” Footnote 1 above) The Company relied on Section 4(2) of the Securities Act. · On July 1, 2007, John Rizzo received 5,000,000 shares of common stock in lieu of salary valued at $250,000 (See “Selling Stockholders” Footnote 2 above) The Company relied on Section 4(2) of the Securities Act. · On October 26, 2006, The John Rizzo Family Trust received 250,000 shares of founder’s common stock at no value; Jarem Archer received 250,000 shares of founder’s common stock at no value; the Christopher Smith Family Trust received 200,000 shares of founder’s common stock at no value; and Alejandro Sintas received 100,000 shares of founder’s common stock at no value.25

On March 15, 2010, the Company received $50,000 in exchange for the issuance of 166,666 shares of common stock to Chris Maggiore. In addition, on June 3, 2010, Mr. Maggiore exercised a warrant to purchase an additional 166,666 shares of common stock in exchange for $50,000. Mr. Maggiore provides business advisory services to the Company. The Company relied on Section 4(2) of the Securities Act.

On February 16, 2010, the Company converted $42,466.48 of shareholder loans to 119,999 shares of common stock which were distributed to Maplehurst Investment Group (36,260 shares), American Capital Ventures, Inc. (56,402 shares) and Jason Lyons (28,670 shares). The Company relied on Section 4(2) of the Securities Act.

On February 5, 2010, the Company sold a warrant to an accredited investor for $50,000. Under the terms of the warrant, the investor has the right to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.40 per share. The Company relied on Section 4(2) of the Securities Act.

·	During December, 2009, the Company converted $29,944 of shareholder loans due to Stella Gostfrand, founder and former CEO of Must Haves, Inc. to 59,888 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, Delivery Technology Solutions (formerly Inflot Holdings Corp.) converted $270,000 of convertible debt principle and interest into 1,386,322 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, Ted Cooper converted $559,302 of convertible debt principle and interest into 1,118,603 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, Robert Gleckman converted $110,825 of convertible debt principle and interest into 221,649 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, The Borg Trust converted $55,844 of convertible debt principle and interest into 111,688 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, Robert Klinek & Susan Pack converted $57,139 of convertible debt principle and interest into 114,277 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, The Winston Family Trust converted $34,631 of convertible debt principle and interest into 69,261 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, Dominick & Judy Aprile converted $28,879 of convertible debt principle and interest into 57,758 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, Charlie Bonafede converted $5,683 of convertible debt principle and interest into 11,366 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, Dawn Maywood converted $5,781 of convertible debt principle and interest into 11,562 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, Sam Maywood converted $5,781 of convertible debt principle and interest into 11,562 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, Dr. Michael Gelbar converted $116,666 of convertible debt principle and interest into 233,332 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, Patricia Scarpella converted $87,510 of convertible debt principle and interest into 175,019 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, Shirley Harnick converted $58,347 of convertible debt principle and interest into 116,693 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

·	On October 31, 2009, Michael Nielsen converted $41,083 of convertible debt principle and interest into 82,165 shares of common stock. The Company relied on Section 4(2) of the Securities Act.

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

All shares bear a legend restricting their disposition.

The foregoing securities may not be offered or sold in the United States unless registered under the Act, or pursuant to an exemption from registration.

The shares were issued in reliance upon an exemption from registration pursuant to Section 4(2) of 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 and a limited number of sophisticated investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.

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

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

Additional Information

Copies of our annual reports, quarterly reports, current reports, and any amendments to those reports, are available free of charge on the internet at www.sec.gov. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

ITEM 6. SELECTED FINANCIAL DATA.

A registrant that qualifies as a smaller reporting company, as defined by §229.10(f)(1), is not required to provide the information required by this Item.

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

~~Forward~~The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the consolidated results of operations and financial condition of iTrackr Systems, Inc. and its subsidiaries. The MD&A is provided as a supplement to, and should be read in conjunction with financial statements and the accompanying notes to the financial statements included in this Form 10-~~Looking Statements~~K.

~~The following~~Our discussion and analysis of our financial condition and results of operations ~~should be~~is ~~read~~based on our financial statements, which have been prepared in ~~conjunction~~accordance with ~~our~~accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the ~~related~~reported ~~notes~~amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other ~~financial~~sources. ~~information~~Actual ~~included~~results inmay ~~this~~differ ~~prospectus~~from these estimates under different assumptions or conditions.

This prospectus contains forward-looking statements. The words “anticipated,” “believe,” “expect, “plan,” “intend,” “seek,” “estimate,” “project,” “could,” “may,” and similar expressions are intended to identify forward-looking statements. These statements include, among others, information regarding future operations, future capital expenditures, and future net cash flow. Such statements reflect our management’s current views with respect to future events and financial performance and involve risks and uncertainties, including, without limitation, general economic and business conditions, changes in foreign, political, social, and economic conditions, regulatory initiatives and compliance with governmental regulations, the ability to achieve further market penetration and additional customers, and various other matters, many of which are beyond our control. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated or otherwise indicated. Consequently, all of the forward-looking statements made in this prospectus are qualified by these cautionary statements and there can be no assurance of the actual results or developments.

The following discussion and analysis of the results of operations and financial condition of the Company on a consolidated basis for the years ended December 31, 2010 and 2009 and should be read in conjunction with iTrackr’s consolidated financial statements, and the notes to those consolidated financial statements that are included elsewhere in this Prospectus. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Prospectus. We use words such as “anticipate,” “estimate,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expression to identify forward-looking statements.

Recent Events

On ~~February~~ 1July 12, ~~2010~~2011, ~~Must~~iTrackr ~~Haves~~Systems, Inc. ~~amended~~acquired ~~its~~100% ~~articles~~ of ~~incorporation~~the ~~with~~ issued and outstanding membership interests (the ~~State~~“Units”) of RespondQ, LLC, a Florida limited liability company. The purchase price for the Units was an aggregate of five million (5,000,000) ~~changing~~shares ~~its~~of ~~name~~restricted tocommon stock of the Company and promissory notes in the aggregate principal amount of $100,000. The purchase consideration for the RespondQ Units was approximately $2,480,000 million, which consisted of the notes and the fair value of 5 million issued shares of iTrackr Systems, Inc. common stock.

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, on January 12, 2010 Stella Gostfrand submitted her resignation as an officer and director of the Company, and also on January 12, 2010 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 on January 12, 2010 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,~~We ~~Inc.~~are ~~(“iTrackr”,~~an ~~the~~emerging ~~“Company”,~~ecommerce ~~“we”, “us” or “our”) was formed in May 2006 to develop, market~~ and ~~commercialize~~social amedia ~~product~~software and ~~inventory~~services ~~search application~~company. ~~through~~We ahave ~~social~~developed ~~networking~~two ~~site~~technology ~~designed~~platforms tobranded ~~leverage~~as ~~the~~RespondQ ~~best~~(See ~~of Internet~~www.RespondQ.com) and ~~Mobile~~iTrackr ~~technologies~~(See www. Weitrackr.com) ~~have~~both ~~taken the best~~ of ~~several burgeoning~~which ~~markets,~~enable ~~including~~web ~~eCommerce,~~based ~~social networking~~ and ~~mobile~~local ~~content, and~~businesses ~~developed~~to ~~what~~increase wesales ~~believe~~through isinnovative atechnology ~~powerful platform that drives value to consumers, retailers~~ and ~~advertising~~increased ~~and~~web ~~marketing firms~~presence.

~~iTrackr Systems~~Through ~~intends~~our toRespondQ ~~introduce~~chat ~~and~~communications ~~commercialize~~platform, ~~Internet~~the ~~and~~Company ~~Mobile~~offers ~~social merchandizing~~a ~~technology~~comprehensive ~~platforms~~suite ~~to retailers and consumers. “Social merchandizing” applies the variety~~ of ~~traditional marketing~~real-time, ~~practices~~live tointeraction ~~promote~~tools ~~products~~designed ~~and services~~ to aallow ~~community~~our ~~of individuals~~customers ~~via~~the ~~social~~information ~~networking~~they ~~technologies. iTrackr~~need iswhile ~~similar~~interacting ~~to MySpace~~with ~~and~~potential ~~Facebook; however~~purchasers, including our ~~members’~~proprietary ~~interests~~chat ~~are~~application, ~~not~~live inweb ~~diary or event blogging~~statistics, ~~but~~live invisitor ~~the~~engaging, ~~timely~~live ~~location~~web ofanalytics ~~products~~ and ~~services~~real ~~which~~time ~~can~~support ~~be acquired~~ticketing ~~and~~for ~~consumed~~both onenterprise aand ~~local~~single ~~level~~site users.

~~iTrackr Systems’~~In ~~technology~~order ~~enables consumers~~ to ~~search~~sustain ~~and~~RespondQ's ~~track merchandise~~growth, ~~letting the~~our ~~consumer~~strategy ~~know~~is ~~which~~to ~~retail~~expand ~~locations~~our incustomer ~~a local zip code are stocking the queried merchandise, as well as the comparative prices~~base. In ~~addition, if~~To ~~the~~accomplish ~~item is not in stock~~this, ~~the~~we ~~consumer~~are ~~can~~focused ~~request~~on ~~that iTrackr Systems notify them via mobile text message or email when~~ the ~~item~~following ~~is delivered to a local retailer and where that retailer is located.~~initiatives:

23Continuation of building brand strength within the home services vertical while expanding into New Markets. RespondQ continued to develop its market position by increasing its client base, and expanding its offerings within its existing customer base. In late 2011, we identified several markets that have a high potential for revenue growth and key industries within that are not currently utilizing chat technologies. Several of these industries include but are not limited to; Affiliate Networks, Specialty Retail, Auto Insurance, Healthcare, Club and Membership Groups, Education, Government, and Travel. Continuing to grow our client base will enable us to strengthen our recurring revenue stream. Our primary focus of expansion being that of Full Service chat solutions.

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.28

~~iTrackr generates~~Creating ~~revenues~~the ~~primarily~~RespondQ ~~through~~International ~~the~~Presence. During ~~licensing~~2011, ofwe ~~its~~continued ~~ChatTrackr~~our ~~to Saveology~~investment in building out new sales collateral and ~~RespondQ.~~services ~~These~~personnel ~~customers~~to ~~use~~expand our ~~application~~customer ~~service~~base. ~~provider (“ASP”)~~We ~~system~~have identified the Latin America market, ~~outsourcing~~including ~~our~~Mexico, ~~chat~~Panama, ~~applications~~Columbia ~~for~~and aVenezuela ~~monthly~~to ~~fee~~present the best near-~~per-agent, or~~term ~~license~~opportunity ~~fee~~for expansion. We are currently evaluating sales and inmarketing ~~certain~~strategies ~~cases,~~and anseveral ~~annual~~partnership ~~enterprise~~opportunities ~~fee~~to support expansion directly into these countries.

~~In addition,~~Continuing weto ~~offer~~Build ~~customers~~Brand Recognition. As a ~~hosted~~pioneer ~~ChatTrackr~~of ~~solution~~pay for performance chat solutions, ~~enabling~~RespondQ ~~them~~enjoys recognition and credibility due to ~~download~~ our ~~software~~success onwith ~~their~~companies ~~website~~like Saveology, ~~where~~Acceller ~~agents~~and ~~download~~Digital aMojo. ~~fee-based desktop~~We ~~application~~strategically target decision makers within key vertical markets, ~~while~~leveraging customer successes to generate increased awareness and demand for our unique chat technologies. In addition, we ~~manage~~continue to develop relationships with the ~~service~~media, onindustry analysts and relevant business associations to reinforce our ~~network~~position ~~for~~and ~~an additional~~leadership ~~fee~~within the industry. ~~Examples~~ ofOur ~~websites~~brand wename ~~manage~~is ~~include~~also visible to both business users and ~~www~~consumers where our software is present on a site.~~buycomcast.com~~ ~~and~~When ~~www~~a visitor engages in a chat session on a customer’s website, our brand name is displayed on the chat window as “Powered By RespondQ”.~~buytimewarner.com.~~ We ~~also~~believe ~~bill~~that ~~customers for~~this ~~maintenance~~high-visibility ~~and~~placement ~~upgrades~~will continue to create brand awareness and increased demand for our ~~service~~solutions.

Increasing the Value of Our ~~plans~~ Service to ~~grow~~Our Clients. We regularly add new features and functionality to our ~~customer~~services ~~support~~to ~~business~~further isenhance value to ~~position~~our ~~ChatTrackr~~customers. In 2011, we continued to enhance our reporting, analysis and administrative tools as apart ~~sales~~of ~~tool for~~our ~~online~~overall ~~retailers~~portfolio of features, ~~increasing~~as ~~fees~~well ~~through~~as ~~customer~~our ~~additions~~ability to capture, ~~traffic~~analyze and ~~through~~ report on the ~~number~~substantial amount of ~~agents~~online ~~using~~data ~~ChatTrackr. We~~we ~~intend~~collect toon ~~expand~~ behalf of our ~~product~~clients. ~~search~~Our ~~business~~clients bymay ~~offering~~use ~~this~~these ~~service~~capabilities to ~~existing~~increase ~~ChatTrackr customers~~productivity, asmanage acall ~~means~~center ofstaffing, ~~driving~~develop ~~further~~one-to-one ~~traffic~~marketing totactics ~~their~~and ~~own~~pinpoint ~~websites~~sales opportunities. Through these and other innovations, we intend ~~transactional~~to ~~volume. Our~~reinforce ~~target~~our ~~markets~~value ~~include~~proposition ~~all~~to ~~ecommerce businesses~~clients, ~~financial~~which ~~services,~~we ~~healthcare~~believe will result in additional revenue from new and ~~automotive~~existing clients over time.

Our ~~primary~~ ~~sources~~newly ofdesigned ~~operating~~and ~~funds~~currently ~~have~~in ~~been~~beta ~~historically~~testing ~~through~~iTrackr ~~the~~direct ~~issuance of~~deals ~~debt~~platform ~~and~~represents ~~equity. For~~ the ~~year~~latest ~~ended~~evolution ~~December~~of ~~31,~~the ~~2010~~daily wedeal ~~raised $50,000~~business ~~from~~model by combining the ~~sale~~benefits of asocial ~~warrant~~networking, ~~$100,000~~daily ~~from~~deals ~~the~~and ~~sale~~couponing ofonto ~~common~~a ~~stock~~technology platform that significantly enhances web presence and ~~$139,500~~ inallows ~~debt. For~~both the ~~year~~local ~~ended~~business ~~December~~owner ~~31,~~and ~~2009,~~the weconsumer ~~raised $333,312~~to increate ~~debt. To~~and ~~finance~~request ~~our~~personalized ~~growth~~discounts ~~strategy,~~on wethe ~~may~~fly. ~~continue~~The ~~to actively~~premise ~~pursue~~of ~~additional~~iTrackr ~~funds~~is ~~through~~that ~~equity~~consumers ~~financing,~~should ~~including~~drive ~~the~~discounts ~~sale~~based ~~of additional~~on ~~shares~~their ofspecific ~~common~~desires and ~~preferred~~needs ~~stock,~~and ~~asset~~be ~~sales,~~able ~~accelerated payments~~to ofeasily ~~maintenance~~find ~~and~~those ~~management~~discounts ~~fees,~~any ~~debt~~time ~~financing,~~no ormatter awhere ~~combination thereof~~they are.

~~At December~~In ~~31,~~order 2010, iTrackr Systems had assets of $118,091, including cash on hand of $9,051 and accounts receivable of $45,168. For the years ended December 31, 2010 the Company had revenue of $106,409, and net losses of $981,805, of which $483,459 was related to ~~stock~~grow ~~compensation expense.~~ iTrackr 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. The Company believes that its cash on hand is insufficient to continue operations. The Company currently receives approximately $16,~~000~~ ~~to $23,000 per month in sales revenue. The Company currently needs approximately $15,000 to $20,000 per month to fund~~ our ~~minimum~~strategy cash outflows and $43,300 to $53,300 per month to maintain and expand our sales and operations. The difference between the required minimum cash outflows of $15,000 to$20,000 per month and $43,300 to $53,300 per month primarily represents the salaries of 4 to 8 additional sales and administrative personnel, whom we intend to gradually hire as our cash flow increases. Thus, the Company will need approximately $180,000 to $300,000 to continue through September 30, 2011. In order to meet our cash needs, management is ~~working~~ to ~~secure~~complete ~~additional sales and debt and equity financing. In the event no outside funding is achieved or sales remain flat Mr. Rizzo,~~ our ~~CEO~~technology ~~will~~development ~~continue to provide personal funds as needed to fund our required minimum cash outflows. During 2010, Mr. Rizzo loaned the Company $41,500. Mr. Rizzo is an accredited investor~~ and ~~has~~focus ~~committed~~on ~~to fund up to and additional $250,000. However,~~ the ~~Company~~following ~~does not expect to need the full commitment amount primarily as a result of increasing sales.~~initiatives:

~~Critical Accounting~~· ~~Policies~~open beta testing of iTrackr.com to solicit and garner feedback from users in order to eliminate bugs in the software, increase usability, and improve user friendliness;

~~The preparation~~· ofpopulate ~~financial~~our ~~statements~~database ~~and related disclosures in conformity~~ with ~~accounting~~ ~~principles~~1 ~~generally~~million ~~accepted~~currently inactive ~~the~~merchant ~~United~~profiles ~~States~~determined ~~requires~~by ustheir ~~to make~~SIC ~~judgments,~~codes ~~assumptions~~ and ~~estimates~~continually ~~that~~increasing ~~affect~~our ~~the~~profile ~~amounts~~base ~~reported.~~as ~~Note A~~we ofexpand ~~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 bedifferent ~~critical~~local ~~accounting policies, as defined below.~~markets;

~~A critical~~· ~~accounting~~promote ~~policy~~itrackr isvirally ~~defined as one that is both material~~ to ~~the presentation~~enhance ofvisibility ~~our~~across 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~~social ~~attributes:~~networks;

· Weengage ~~are~~with ~~required~~an tointernational ~~make~~B2B ~~assumptions~~sales ~~about~~organization ~~matters~~for ~~that~~outbound ~~are highly uncertain at the time of the estimate;~~ and ·direct ~~Different~~marketing ~~estimates~~campaigns weto ~~could~~rapidly ~~reasonably~~solicit ~~have used, or changes in~~ the ~~estimate~~businesses ~~that~~within ~~are~~our ~~reasonably~~proprietary ~~likely~~database to ~~occur,~~activate ~~would~~their ~~have~~profiles ~~a material effect~~ on ~~our financial condition or results of operations~~iTrackr.com;

24· continue to invest in the depth of our website to provide the look, feel and experience our users demand.

·	Cross sell to the 1 million pre populated profiles currently in our database our RespondQ chat communication platform;

·	offer our platform to consumers free of charge on wired and wireless mediums;

·	reducing the cost of distributed advertising to merchants by offering 60 days free and a small $14.99 per month subscription fee thereafter;

Our primary sources of operating funds have been historically through the issuance of debt and equity. For the year ended December 31, 2011 we raised $395,000 from the exercise of warrants and options. For the year ended December 31, 2010 we raised $50,000 from the sale of a warrant, $100,000 from the sale of common stock and $139,500 in debt. To finance our growth strategy, we continue to actively pursue additional funds through equity financing, including the sale of additional shares of common and debt financing, or a combination thereof.

At December 31, 2011, iTrackr Systems had current assets of $257,636, including cash on hand of $130,139 and accounts receivable of $125,376. During the year ended December 31, 2011 and 2010 the Company had revenue of $462,842 and $85,576, respectively, and net losses of $877,604 and $1,002,638, respectively. iTrackr 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. The Company believes that its cash on hand is insufficient to continue operations for the next twelve months. On July 12, 2011, the Company purchased RespondQ, LLC. With the purchase of RespondQ, the Company anticipates improved financial performance as we expect sales to grow. In the near term, we expect that the cash on hand and accounts receivable totaling $255,515 will be sufficient to cover approximately 4-5 months of operations. Management is working to secure additional sales and debt and equity financing. In the event no outside funding is achieved or sales remain flat Mr. Rizzo, our CEO will provide personal funds as needed to fund our operations. During the year ended December 31, 2011 no borrowings from Mr. Rizzo were required. During 2010, Mr. Rizzo loaned the Company $41,500. Mr. Rizzo is an accredited investor and has committed to fund up to and additional $250,000. However, the Company does not expect to need the full commitment if any at all.

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 have a significant impact on the results that we report in our consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain Note B of the Notes to Consolidated Financial Statements describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies require us to make critical accounting estimates, as defined below.

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

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

·	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.30

Our most critical accounting estimates include:

·	the valuation of stock-based compensation, which impacts our operating expenses;

·	the assessment of recoverability of long-lived assets and goodwill, which impacts operating expenses when we record impairments or accelerate depreciation; and

·	the recognition and measurement of current and deferred income taxes, which impact our provision for taxes.

Below, we discuss these policies further, as well as the estimates and judgments involved.

Stock-Based Compensation

The Company accounts for all compensation related to stock, options and 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. No incentive stock options have been granted to date. In the event the Company issues employee options, we will base our determination of expected life on the guidance in ASC 718-10-55-29 to 34. The Company utilizes the contract term of each non qualified option except in the event that the option is not transferrable in which case we apply the aforementioned guidance in determining the expected term.

2)	Risk-free interest rate. We use the treasury bill rate that most closely aligns with the duration of the derivative.

3)	Dividend yield. Until a dividend is offered this input will always be zero.

4)	Volatility. We use the Dow Jones Internet Composite Index (Ticker: FDN) from inception of the index to the date of grant.

5)	Forfeiture rate. To date this rate has been zero.

6)	Stock price (see discussion below).

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.

2531

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.

Goodwill

Goodwill is no longer amortized, but evaluated for impairment annually, or immediately if conditions indicate that impairment could exist. Goodwill represents the excess of the purchase price over the fair value of current financial assets, property and equipment, and separately reportable intangible assets. The tangible assets, intangible assets, and goodwill acquired are then assigned to reporting units. Goodwill is then tested for impairment at least annually for each reporting unit. Step one of the goodwill impairment test involves comparing the fair value of the reporting unit to its carrying value. If the fair value exceeds the carrying value, no further testing is required. If the carrying value exceeds the fair value, a step two test must be performed. Step two includes estimating the fair value of all tangible and intangible assets for the reporting unit. The fair value of goodwill is then estimated by subtracting the fair value of tangible and intangible assets from the fair value of the reporting unit total assets determined in step one. The goodwill impairment is the excess of the recorded goodwill over the estimated fair value of goodwill.

We acknowledge the uncertainty surrounding the key assumptions that drive the estimated fair value. Any material negative change in the fundamental outlook of our business, our industry or the capital market environment could cause the reporting unit to fail step one. Accordingly, we will be monitoring events and circumstances each quarter (prior to the annual testing date) to determine whether an additional goodwill impairment test should be performed.

Income Taxes

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

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

RESULTS OF OPERATIONS

Results of Operations

Year Ended December 31, ~~2010~~2011 Compared With the Year Ended December 31, ~~2009~~ 2010

Revenues

Revenues for the year ended December 31, ~~2010~~2011 were $~~106~~462,~~409~~842 compared to revenues of $785,~~493~~576 for the year ended December 31, ~~2009~~2010. The increase in revenue is primarily due to the purchase of ~~ChatStat~~RespondQ, ~~and~~LLC ~~resulting~~on ~~sales~~July of12, ~~live~~2011. ~~chat software~~The ~~which~~Company ~~began~~has inagreements ~~our~~with ~~fourth~~various ~~quarter of 2009~~customers. Of ~~the~~During ~~$106~~2011,~~409 in~~ ~~2010~~four ~~sales,~~customers ~~$229~~accounted ~~relates~~for to98.7% ~~click~~(44.3%, ~~through~~30.9%, ~~referral~~18.0% ~~fees~~ and ~~$106,180~~5.5%) toof our sales ~~related~~ toof ~~ChatTrackr. Two~~which ~~customers~~RespondQ, ~~Saveology~~LLC ~~and RespondQ,~~ accounted for ~~53%~~approximately ~~and 47%~~$88,700 ~~respectively~~or 18.0% of our ~~ChatTrackr~~2011 ~~related~~ sales~~. These~~ ~~results~~prior ~~compare~~ to ~~2009~~the ~~where~~Company's ~~$1,707~~purchase ~~related~~of toRespondQ, ~~click through~~LLC ~~referral~~on ~~fees~~July ~~and $5~~12,~~786~~ to2011. Our sales ~~related~~revenue represents the amounts charged to ~~ChatTrackr~~our ~~made~~customers on a monthly basis pursuant to ~~Saveology~~ agreements with those customers.

~~During the~~Cost year ended December 31, 2010, Saveology and RespondQ were our only ChatTrackr customers. Both customers’ contracts are identical except for the payment terms where the Company bills Saveology monthly on net 30 day payment terms at the rate of $0.75 per chat hour and RespondQ pays a flat $12,700 per month on net 30 day payment terms with an initial fee of $25,000 due 90 days from the agreement date. The Saveology agreement was entered into on September 1, 2009 and the Respond Q agreement was entered into on November 1, 2010. Under both agreements, the Company provides Click2Chat (i.e., ChatTrackr) software as a service. The initial contract term is 12 months and renews for successive 12 month periods unless terminated by the Company. Services that are voluntarily terminated are payable to the Company through the then current 12 month term. both contracts are currently in force.Revenue

During the year ended December 31, 2011, cost of revenue was $212,202 or 45.8% of revenue resulting in a gross margin of 54.2%. Cost of revenue consists of amounts owed to KG Information Systems Private Ltd. ("KG") pursuant to services performed under a Master Services Agreement ("MSA") dated January 1, 2011 between KG and RespondQ. The MSA automatically renews on December 31, 2013 for successive 30 day periods. KG is a Business Process Outsource company ("BPO"). Under the MSA, KG is responsible for supplying the chat agents and tracking certain metrics related to the live chat sessions of our customers. KG sales agents primary goal is to initiate communications with website visitors through chat sessions on our customers websites and facilitate the close of a sale. The amount earned by KG is based on the number of sales of certain products made in a given month and to a lesser extent KG earns fees on a time and materials basis based on agent hours worked in a given month.

Operating Expenses

~~Total operating~~Selling, ~~expenses~~General ~~for~~and ~~the~~Administrative. Our ~~year~~selling, ~~ended~~general ~~December~~and ~~31,~~administrative ~~2010~~("SG&A") ~~were~~expenses ~~$1,101,073~~consist orof ~~80% higher~~compensation ~~compared~~and torelated ~~$610,973~~expenses for ~~the~~sales, ~~year ended December 31~~executive, ~~2009. The $490~~accounting,~~100~~ ~~increase~~legal inand ~~operating~~administrative ~~expenses~~personnel, isas ~~primarily~~well ~~the~~as ~~result~~office, ofphone, arent, ~~$451~~postage,~~790 increase~~ inbanking ~~non-cash~~and ~~stock~~related ~~compensation~~overhead. ~~expense~~SG&A ~~recorded~~expenses asdecreased aby ~~result~~$340,897, ofor ~~warrant issuances~~38.2% ~~and~~to ~~stock paid for services and~~ $~~122~~551,~~860~~118 ~~increase~~ in ~~professional services~~2011 ~~offset~~from ~~by a~~ $87892,~~636~~015 ~~decrease~~ in ~~personnel costs~~2010. ~~Excluding stock~~ ~~compensation~~This ~~costs~~decrease ~~incurred~~is ~~during~~primarily ~~both~~attributable ~~2010~~to ~~and~~a ~~2009,~~year-over-year ~~the~~net ~~Company incurred~~decrease ~~operating~~in ~~expenses~~non-cash ofstock ~~$617,614~~compensation ~~and~~of approximately $~~579~~412,~~304~~000, ~~during~~a ~~2010~~decrease ~~and~~in ~~2009, respectively,~~professional ~~representing~~fees aof approximately $3832,~~310,~~000 oroffset 7%by an increase in ~~operating~~personnel expenses ~~during~~ ~~2010~~of ~~compared~~approximately ~~to 2009~~$103,000.

~~Other Income~~Operations. Operations costs consist of costs related to compensation of internal and ~~Expense~~external network support staff, the cost of supporting our servers and network infrastructure as well as allocated occupancy costs and related overhead. Operations expenses decreased by $21,279, or 22.9% to $71,557 in 2011 from $92,836 in 2010. This decrease is primarily attributable to a decrease in external network staffing which was brought in-house with the purchase of RespondQ, LLC as well as improvements in productivity.

~~Total other~~Product ~~income~~Development. Our ~~and~~product ~~expense~~development ~~was~~expenses ~~income~~consist primarily of ~~$12,859~~compensation ~~for~~and ~~the~~related ~~year~~expenses ~~ended~~for ~~December~~internal ~~31, 2010~~and ~~compared~~external toproduct ~~expense~~development ofpersonnel ~~$253,462~~and ~~for~~related ~~the~~costs. ~~year~~Product ~~ended~~development ~~December~~expenses ~~31, 2009. The~~increased by $~~266~~122,~~321~~998, ~~decrease~~or ~~was~~152.3% ~~due~~ to a$203,738 ~~decrease~~in of2011 1)from $7480,~~149~~740 in ~~interest~~ ~~expense~~2010. asThis ~~our~~increase ~~debt~~is ~~balance~~primarily ~~during~~attributable ~~2010 decreased compared~~ to ~~2009 where~~an weincrease ~~converted~~in ~~$1,437,467~~personnel ofrelated ~~principle~~costs ~~accrued~~incurred ~~interest~~as ~~into~~a ~~3,721,257 shares~~result of ~~stock~~our inrecent ~~October~~efforts ofto ~~2009;~~improve ~~2) $25,000 accrued for~~ the ~~settlement~~chat ofsoftware ~~a legal claim by a former consultant;~~ and 3)refocus ~~$138,000~~on ~~write-off~~iTracker.com ofwhich abegan ~~worthless strategic~~to ~~investment~~be ~~recognized~~revamped instarting ~~2009 and not 2010 offset by a gain recognized as a result of the Company writing off $29,172 of liabilities assumed~~ in ~~the merger with Must Haves, Inc~~2011..

27Depreciation and Amortization. Depreciation and amortization expense was $275,929 and $35,482 in the years ended December 31, 2011 and 2010, respectively as follows:

Net Loss

	2011		2010
Amortization		239,165		-
Depreciation		36,765		35,482
		275,930		35,482

~~Our~~Amortization ~~net~~relates ~~loss~~primarily ~~was~~to ~~$981,805 for~~acquisition ~~the~~costs ~~year~~recorded ~~ended~~as ~~December 31, 2010, compared to~~ a ~~loss~~result of ~~$856,942~~our ~~for~~acquisition ~~the year~~of ~~ended December 31~~RespondQ, ~~2009. The~~LLC ~~$124,863 or 15% increase~~ in ~~net loss~~July in2011. ~~2010~~Amortization ~~compared~~expense tois ~~2009~~expected ~~was primarily due~~ to ~~increases~~be inapproximately ~~professional fees~~$439,000 ~~stock compensation expense offset by decreases~~ in ~~personnel costs and other income and expense. Excluding stock compensation costs incurred during both 2010 and 2009,~~ the ~~Company’s~~year ~~net~~ended ~~loss~~December ~~for 2010 was $498~~31,~~346~~ ~~compared to $825,273 during 2009 representing an improvement of $326,927, or 40% during 2010 compared to 2009~~2012.

Nonoperating Income and (Expense)

For the years ended December 31, 2011 and 2010, interest expense totaled $25,901 and $16,313, respectively. Interest expense for fiscal 2011 was $9,588 higher compared to 2010 due to higher average loan balances outstanding during 2011 compared to 2010.

Net Loss and Net Loss per Share

For the year ended December 30, 2011, our net loss totaled $877,604 compared to a loss of $1,002,638 during 2010. Our basic and diluted net loss per share was $0.038 and $0.050 for the years ended December 31, 2011 and 2010, respectively. Common stock equivalents and outstanding options and warrants were not included in the calculations due to their being anti-dilutive.

Liquidity and Capital Resources

~~From inception~~Our toavailable ~~December~~working ~~31,~~capital ~~2010,~~and wecapital ~~have~~requirements ~~incurred~~will andepend ~~accumulated~~upon ~~deficit~~numerous ~~of $4~~factors,~~074,259. This~~ ~~loss~~including ~~has~~the ~~been~~sale ~~incurred through a combination~~ of ~~stock~~ ~~compensation~~live ofchat $1services,~~154,316,~~ ~~professional~~the ~~fees~~timing and ~~expenses~~cost ~~supporting~~of ~~our plans~~expanding tointo ~~develop~~new ~~our~~markets, ~~website~~the ~~and~~cost ~~brand~~of ~~our~~developing ~~services~~competitive astechnologies, ~~well~~the asresources ~~continued operating~~that ~~losses. Since inception,~~ we ~~have~~devote ~~financed~~to ~~our~~developing ~~operations primarily~~new ~~through~~products ~~debt~~ and ~~equity~~commercializing ~~financing. However~~capabilities, wethe ~~cannot provide~~status ~~assurance that management will be successful in acquiring such sources~~ of ~~capital~~our ~~in the future. During the year ended December 31~~competitors, ~~2010~~our ~~we had~~ability ato ~~net~~establish ~~increase~~collaborative inarrangements ~~cash~~with ofother $5organizations,~~827. Total~~ ~~cash~~and ~~resources~~our asability ~~of December~~to ~~31,~~attract ~~2010~~and ~~was~~retain ~~$9,051~~key ~~compared with $3,223 at December 31, 2009~~employees.

~~Our accounts~~From ~~payable~~inception ~~and~~to ~~accrued expense balance as of~~ December 31, ~~2010 was approximately $763~~2011,~~500~~ ~~and~~we ~~includes~~have ~~$687,500~~incurred ~~due~~an toaccumulated ~~our~~deficit ~~CEO~~of ~~for unpaid salary and benefits and~~ $764,~~000 of accounts payable and accrued liabilities~~972,696. As ofThis ~~December~~loss ~~31,~~has ~~2010,~~been weincurred ~~have~~through ~~$45,168~~a combination of ~~accounts receivable~~stock ~~and~~compensation ~~cash~~ of $91,~~051. Between~~194,016, ~~accounts~~professional ~~receivable~~fees and ~~cash on~~expenses ~~hand~~supporting weour ~~have~~plans ~~enough~~ to ~~fund~~develop ~~approximately~~our ~~ten~~business toand ~~thirteen~~brand ~~weeks~~our ofservices ~~required minimum~~as ~~cash~~well ~~outflows~~as ~~(See~~continued ~~discussion~~operating ~~below)~~losses.

~~Our available~~At ~~working~~December ~~capital~~31, ~~and~~2011, ~~capital~~iTrackr ~~requirements~~Systems ~~will~~had ~~depend~~current ~~upon~~assets ~~numerous factors~~of $257,636, including ~~the~~cash ~~sale~~on hand of ~~live~~$130,139 ~~chat~~and ~~services~~accounts receivable of $125,376 ~~the~~compared ~~timing~~to accounts payable and ~~cost~~accrued expenses of ~~expanding~~ ~~into~~$346,304. During ~~new~~the ~~markets~~year ended December 31, 2011 and 2010 the ~~cost~~Company ofhad ~~developing~~revenue ~~competitive~~of ~~technologies~~$462,842 ~~the resources~~and ~~that~~$85,576, werespectively, ~~devote~~and tonet ~~developing~~losses ~~new~~of ~~products~~$877,604 and ~~commercializing capabilities~~$1,002,638, ~~the~~respectively. iTrackr ~~status~~has ofincurred ~~our~~losses ~~competitors,~~since ~~our~~inception ~~ability~~and may not be able to ~~establish collaborative~~generate ~~arrangements~~sufficient ~~with~~net ~~other~~revenue ~~organizations,~~from ~~and~~its ~~our~~business ~~ability~~in the future to ~~attract and~~achieve ~~retain~~or ~~key~~sustain ~~employees~~profitability. We The ~~believe~~Company believes that ~~approximately~~its ~~$43,300~~cash on hand is insufficient to ~~$53,300~~continue operations for the next ~~per~~twelve ~~month~~months. On orJuly ~~$520~~12,~~000~~ 2011, the Company purchased RespondQ, LLC. With the purchase of RespondQ, the Company anticipates improved financial performance as we expect sales to grow. In the near term, we expect that the cash on hand and accounts receivable totaling $~~640~~255,~~000~~515 will be ~~required~~sufficient to ~~maintain~~cover ~~and~~approximately ~~expand~~4-5 ~~our~~ months of operations. Management is working to secure additional sales and ~~operations~~debt and ~~cover~~equity ~~our~~financing. ~~operating~~However, ~~and~~we ~~public~~cannot ~~company~~provide ~~administrative expenses~~assurance ~~for~~that ~~the~~management ~~next~~will 12be ~~months.~~successful ~~These~~in ~~costs~~acquiring ~~are~~such ~~comprised~~sources of ~~wages, professional~~capital ~~fees,~~in ~~communications~~the (ifuture.e In the event no outside funding is achieved or sales remain flat Mr. Rizzo, ~~cell~~our ~~phone~~CEO ~~and~~will ~~internet~~provide ~~service) internet~~personal ~~hosting~~funds ~~and~~as ~~supplies~~needed to fund our operations. InDuring ~~addition~~the toyear ~~covering~~ended ~~our~~December ~~operating expenses~~31, we2011 ~~may~~no ~~require~~borrowings ~~additional~~from ~~cash~~Mr. ~~resources~~Rizzo ~~due~~were torequired. ~~changing~~During ~~business conditions~~2010, orMr. ~~other~~Rizzo ~~future~~loaned ~~developments~~the Company $41,500. ~~including~~Mr. ~~any~~Rizzo ~~acquisitions~~is wean ~~may~~accredited investor and has ~~decide~~committed to ~~pursue.~~fund Atup ~~present~~to and additional $250,000. However, the Company does not ~~have~~expect ~~any~~to ~~proposed~~need ~~business combination, agreements,~~ the ~~consummation~~full ofcommitment ~~which~~if isany ~~probable~~at all.

~~The Company~~Net ~~currently receives approximately $16,000 to $23,000 per quarter in sales revenue compared to $15,000 to$20,000 per month in required minimum~~ cash ~~outflows. Due~~ toused ~~our~~by ~~limited~~ operating ~~history,~~activities wewas cannot estimate the level of future sales and may not generate enough cash to cover our required minimum cash outflows. With the acquisition of RespondQ in November 2010 as a new customer combined with Saveology, we are in a much better position to fund our required minimum cash outflows. However, in order to expand our sales efforts we will gradually need approximately $43280,~~300~~673 tofor ~~$53,300 per month. The difference between~~ the ~~required~~year ~~minimum~~ended ~~cash~~December ~~outflows of $15~~31,~~000~~ ~~to$20,000~~2011 ~~per~~as ~~month~~compared ~~and $43,300~~ to $53258,~~300~~768 per month primarily represents the salaries of 4 to 8 additional sales and administrative personnel, whom we intend to gradually hire as our cash flow increases. In order to meet this increase our management continues to work diligently to secure either debt or equity based financing for ~~which we are currently in discussions. In~~ the ~~event~~year noended ~~outside~~December ~~funding is achieved or sales remain flat Mr. Rizzo~~31, ~~our CEO will continue to provide personal funds as needed to fund our required minimum cash outflows. During~~ 2010~~, Mr~~. Rizzo loaned the Company $41,500. Mr. Rizzo is an accredited investor and has committed to fund up to an additional $250,000. However, the Company does not expect to need the full commitment amount primarily as a result of increasing sales.

Net cash ~~used~~ provided by ~~operating~~investing activities was $~~258~~6,~~768~~761 for the year ended December 31, ~~2010~~ 2011 as compared to $~~414,379~~95 for the year ended December 31, ~~2009~~2010.

28Net cash provided by financing activities was $395,000 for the year ended December 31, 2011 as compared to $264,500 for the year ended December 31, 2010.

~~Net~~During ~~cash provided by investing activities was $95 for~~ the year ended December 31, ~~2010 as compared to cash used of $98~~2011,~~854~~ ~~for~~iTrackr ~~the year ended December 31~~Systems, ~~2009~~ Inc.:

~~Net~~· ~~cash provided~~Received ~~by financing activities was~~ $~~264~~315,~~500~~000 ~~for~~upon the ~~year~~exercise ~~ended~~of ~~December~~warrants ~~31, 2010 as compared~~ to ~~$333~~purchase 1,~~312~~400,000 ~~for~~shares ~~the~~of ~~year~~restricted ~~ended~~common ~~December 31, 2009.~~stock;

31· Received $80, ~~2008.~~000 upon the exercise of stock options to purchase 80,000 shares of restricted common stock;

·	Converted $60,904 of notes payable and accrued interest into 243,616 shares of restricted common stock;

·	Issued 100,000 shares in exchange for services valued at $43,350; and

·	Issued 5,000,000 shares in conjunctions with the purchase of RespondQ, LLC.

During the year ended December 31, 2010, iTrackr Systems, Inc.:

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

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

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

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

· Received gross proceeds of $139,500 from promissory notes.;

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

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

·	Issued 350,000 shares of restricted common stock in exchange for services valued at 105,000.

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

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

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

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

Off-Balance Sheet Arrangements

We have no off-balance sheet transactions.

Contractual Obligations and Commitments

We do not have any special purposes entities, and other than operating leases, which are described below; we do not engage in off-balance sheet financing arrangements.

Our contractual obligations at December 31, 2011 are summarized as follows:

			Less than						More than
Contractual Obligations	Total		1 year		1-3 years		3-5 years		5 years
Operating lease obligations (1)	$	2,122	$	2,122	$	-	$	-	$	-
Purchase obligations (2)		72,000		72,000		-		-		-
Notes payable - related party (3)		256,459		256,459		-		-		-
Notes payable (4)		73,299		73,299		-		-		-
Officer compensation payable (5)		889,500		889,500		-		-		-
Total contractual obligations	$	1,293,380	$	1,293,380	$	-	$	-	$	-

(1) Upon the purchase of RespondQ, LLC on July 12, 2011, the Company assumed a lease for office space originally entered into on January 17, 2011 and expiring on January 17, 2012. We are currently on a month-to-month rental basis and in negotiations to enter a renewed lease for the same facility. We lease facilities under an agreement accounted for as an operating lease. The lease requires us to pay all executory costs such as maintenance and insurance totaling approximately $2,122 per month. Rent expense for the years ended December 31, 2011 and 2010 was approximately $13,193 and $0, respectively.

(2) On January 4, 2011, the Company entered into an Enterprise Cloud Master Services Agreement (the "Agreement") with Terremark North America where Terremark provides enterprise level cloud computing data center related services for our iTracker.com platform for an initial period of 24 months and automatically renewing on successive 12 month terms unless terminated 90 days prior to expiration of the then current term. The Agreement provides for a monthly payment of $6,000 billed monthly.

(3) Related party notes payable is comprised of 1) $192,812 of principle and $32,233 of accrued interest due to Bluewater Advisors, Inc., a company owned by John Rizzo, our CEO. The note matures December 31, 2012; and 2) $30,000 of principle and $1,414 of accrued interest due to Idiama, LLC which is 100% owned by Mrs. Rizzo the spouse of our CEO, John Rizzo and originated as part of the purchase price paid for RespondQ, LLC. The note matured on October 12, 2011 and is currently in default (See the notes to our consolidated financial statements below, NOTE G - NOTES AND NOTE L – MERGER for more information).

(4) $70,000 of principle and $3,299 of accrued interest due to Iselsa II, LLC and originated as part of the purchase price paid for RespondQ, LLC. The note matured on October 12, 2011 and is currently in default (See the notes to our consolidated financial statements below, NOTE G - NOTES AND NOTE L – MERGER for more information).

(5) Compensation due to John Rizzo our CEO for unpaid salary pursuant to his employment agreement that provides for $250,000 per year of compensation (See the notes to our consolidated financial statements below, NOTE F - ACCOUNTS PAYABLE AND ACCRUED EXPENSES for more information).

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

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.

2938

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

~~Index to~~INDEX ~~Consolidated~~TO ~~Financial~~CONSOLIDATED ~~Statements~~FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accountant		3140
Consolidated Balance Sheets as of December 31, 2010 and December 31, 2009		32
Consolidated Balance Sheets as of December 31, 2011 and December 31, 2010		41
Consolidated Statements of Operations for the Years Ended December 31, 2010 and 2009		33
Consolidated Statements of Operations for the Years Ended December 31, 2011 and 2010		42
Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2010 and 2009		34
Consolidated Statement of Stockholders Equity for the Years Ended December 31, 2011 and 2010		43
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009		35
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010		44
Notes to Financial Statements		~~36-50~~45

3039

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

iTrackr Systems, Inc.

~~(formerly Must~~We ~~Haves~~have audited the accompanying consolidated balance sheets of iTrackr Systems, Inc. (the “Company”), as of December 31, 2011 and 2010 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2011 and 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits

We have audited the accompanying balance sheets of iTrackr Systems, Inc. (formerly Must Haves, Inc.) (the “Company”), as of December 31, 2010 and 2009 and the related statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2010 and 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits

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

In our opinion, based on our audits, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of iTrackr Systems, Inc. as of December 31, ~~2010~~2011 and ~~2009~~2010 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended December 31, ~~2010~~2011 and ~~2009~~ 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. However, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management plans in regards to these matters are described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Bedinger & Company

Certified Public Accountants

Concord, California

~~February 7~~March 12, ~~2011~~2012

3140

iTrackr Systems, Inc.

~~(formerly Must~~Consolidated ~~Haves,~~Balance ~~Inc.)~~Sheets

Balance Sheets

	December 31,
	2011			2010
Assets
Current Assets
Cash	$	130,139		$	9,051
Accounts receivable (Note C)		125,376			24,335
Other current assets		2,121			-
Total Current Assets		257,636			33,386

Fixed assets (Note D)		238,399			206,211
Accumulated depreciation		(179,104	)		(142,339	)
Net fixed assets		59,295			63,872

Deposits		3,500			-
Intangible assets (Note E & L)		1,424,000			-
Intangible asset amortization		(239,165	)		-
Goodwill (Note E & L)		1,143,242			-
Total Assets	$	2,648,508		$	97,258

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts payable & accrued expenses (Note F)	$	346,304		$	108,051
Accrued Compensation (Note F)		889,500			639,500
Accrued Interest payable (Note G)		36,946			15,949
Convertible promissory notes (Note G)		70,000			56,000
Promissory notes - related party (Note G)		222,812			192,812
Total Current Liabilities		1,565,562			1,012,312

Total Liabilities		1,565,562			1,012,312

Stockholders' Equity (Deficit) (Note H)
Common stock, no par value 100,000,000 shares authorized; issued and outstanding 27,843,613 and 20,319,997 at December 31, 2011 and 2010, respectively.		6,055,642			3,142,538
Common stock payable		-			37,500
Accumulated deficit		(4,972,696	)		(4,095,092	)
Total Stockholders' Equity (Deficit)		1,082,946			(915,054	)
Total Liabilities and Stockholders' Equity (Deficit)	$	2,648,508		$	97,258

	December 31,
	2010			2009
Assets
Current Assets
Cash	$	9,051		$	3,223
Accounts receivable (Note B)		45,168			5,786
Total Current Assets		54,219			9,009
Fixed assets (Note C)		206,211			206,211
Accumulated depreciation		(142,339	)		(106,856	)
Net fixed assets		63,872			99,355
Total Assets	$	118,091		$	108,364
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable & accrued expenses (Note D)	$	763,500		$	524,879
Promissory notes (Note E)		56,000			25,000
Promissory notes - related party (Note E)		192,812			151,312
Total Current Liabilities		1,012,312			701,191
Total Liabilities		1,012,312			701,191
Stockholders' Deficit (Note F)
Common stock, no par value, 100,000,000 shares authorized; issued and outstanding 20,319,997 and 13,990,413 at December 31, 2010 and December 31, 2009, respectively.		3,142,538			980,148
Common stock payable		37,500			1,451,979
Deficit accumulated during the development stage		(4,074,259	)		(3,024,954	)
Total Stockholders' Deficit		(894,221	)		(592,827	)
Total Liabilities and Stockholders' Deficit	$	118,091		$	108,364

The accompanying notes are an integral part of these financial statements

3241

iTrackr Systems, Inc.

~~(formerly Must~~Consolidated ~~Haves,~~Statements ~~Inc.)~~of Operations

~~Statements of~~For ~~Operations~~the Years Ended December 31, 2011 and 2010

For the Years Ended December 31, 2010 and 2009

	Years Ended
	December 31,
	2011			2010

Revenue	$	462,842		$	85,576
Cost of sales		212,202			-
Gross profit		250,640			85,576

Operating expenses
Selling, General and administrative		551,118			892,015
Operations		71,557			92,836
Product development		203,738			80,740
Depreciation and amortization		275,930			35,482
Total operating expenses		1,102,343			1,101,073

Loss from operations		(851,703	)		(1,015,497	)

Other Income and (Expense)
Interest expense		(25,901	)		(16,313	)
Other income		-			29,172
Total other income and expense		(25,901	)		12,859
Earnings before taxes		(877,604	)		(1,002,638	)
Provision for income taxes		-			-
Net loss	$	(877,604	)	$	(1,002,638	)

Net (loss) per common share basic	$	(0.038	)	$	(0.050	)
Weighted average common shares outstanding basic		23,351,643			20,036,477

The average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:

Warrants		705,333			2,636,362
Stock options		3,630,000			5,505,000
Convertible promissory notes		1,928,804			-

	Year Ended
	December 31,
	2010			2009
Revenue	$	106,409		$	7,493
Operating Expenses
Personnel		303,348			390,984
Professional fees		207,205			84,345
Stock compensation		483,459			31,669
Travel and entertainment		300			-
Communications		7,569			9,089
Marketing		-			4,796
Website		45,576			41,286
Depreciation		35,482			33,508
General		18,134			15,296
Total operating expenses		1,101,073			610,973
Loss from operations		(994,664	)		(603,480	)
Other Income and (Expense)
Interest expense		(16,313	)		(90,462	)
Other expense		-			(163,000	)
Other income		29,172			-
Total other income and (expense)		12,859			(253,462	)
NET LOSS	$	(981,805	)	$	(856,942	)
Net loss per common share basic and diluted	$	(0.05	)	$	(0.06	)
Weighted average common shares outstanding
basic and diluted		20,036,477			14,632,513
The average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:
Warrants		2,636,362			1,050,000
Stock options		5,505,000			5,255,000
Convertible promissory notes		-			3,242

The accompanying notes are an integral part of these financial statements

3342

iTrackr Systems, Inc.

~~(formerly Must~~Consolidated ~~Haves,~~Statement ~~Inc.)~~of Stockholders' Deficit

~~Statement of~~For ~~Stockholders'~~the ~~Equity~~Years ~~(Deficit)~~Ended December 31, 2011 and 2010

For the Years Ended December 31, 2010 and 2009

	Common Stock												Total
	Number of									Accumulated			Stockholders'
	Shares			Amount			Payable			(Deficit)			Equity (Deficit)
BALANCES December 31, 2009		13,990,413		$	980,148		$	1,519,479		$	(3,092,454	)	$	(592,827	)

Stock issued for conversion of debt		3,842,589			1,486,946			(1,444,479	)					42,467
Stock issued for legal settlement		360,000			108,000									108,000
Stock issued for cash		333,332			100,000									100,000
Stock issued for services		389,025			142,500			(37,500	)					105,000
Stock issued for accounts payable		101,000			32,000									32,000
Fair market value of warrants issued					320,459									320,459
Shares issued in merger		1,303,638			(27,515	)								(27,515	)
Net loss											(1,002,638	)		(1,002,638	)
BALANCES December 31, 2010		20,319,997		$	3,142,538		$	37,500		$	(4,095,092	)	$	(915,054	)

Stock issued in merger		5,000,000			2,380,000									2,380,000
Stock issued for warrant exercise		900,000			215,000									215,000
Stock issued upon option exercises		1,300,000			180,000									180,000
Common stock issued in exchange for services		100,000			43,350									43,350
Common stock issued upon the conversion of debt		243,616			60,904									60,904
Common stock retired		(20,000	)											-
Fair market value of warrants modified					33,850									33,850
Stock to be issued for services reversed								(37,500	)					(37,500	)
Net loss											(877,604	)		(877,604	)
BALANCES December 31, 2011		27,843,613		$	6,055,642		$	-		$	(4,972,696	)	$	1,082,946

	Common Stock											Total
	Number of								Accumulated			Stockholders'
	Shares		Amount			Payable			(Deficit)			(Deficit)
BALANCES December 31, 2008		13,990,413	$	955,979		$	7,013		$	(2,168,012	)	$	(1,205,020	)
Stock to be issued for conversion of debt							1,437,466						1,437,466
Stock issued for services							75,000						75,000
Stock options expense				24,169									24,169
Net loss									$	(924,442	)		(924,442	)
BALANCES December 31, 2009		13,990,413	$	980,148		$	1,519,479		$	(3,092,454	)	$	(592,827	)
Stock issued for conversion of debt		3,842,589		1,486,946			(1,444,479	)					42,467
Stock issued for legal settlement		360,000		108,000									108,000
Stock issued for cash		333,332		100,000									100,000
Stock issued for services		389,025		142,500			(37,500	)					105,000
Stock issued for accounts payable		101,000		32,000									32,000
Fair market value of warrants issued				320,459									320,459
Shares issued in merger		1,303,638		(27,515	)								(27,515	)
Net loss										(981,805	)		(981,805	)
BALANCES December 31, 2010		20,319,997	$	3,142,538		$	37,500		$	(4,074,259	)	$	(894,221	)

The accompanying notes are an integral part of these financial statements

3443

iTrackr Systems, Inc.

~~(formerly Must~~Consolidated ~~Haves,~~Statements ~~Inc.)~~of Cash Flows

~~Statements of~~For ~~Cash~~the ~~Flows~~Years Ended December 30, 2011 and 2010

For the Years Ended December 31, 2010 and 2009

	Year ended
	December 31,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(877,604	)	$	(1,002,638	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation and amortization		275,930			35,482
Compensation expense on fair value of warrants issued		33,850			270,459
Stock compensation expense		5,850			213,000
Common stock issued for accrued interest		4,904			466
Common stock issued for accounts payable		-			32,000
Changes in operating accounts:
Accounts receivable		12,339			(18,549	)
Other current assets		-			1,562
Accounts payable and accrued expenses		(6,939	)		209,450
Accrued compensation		250,000			-
Accrued interest		20,997			-
CASH USED BY OPERATING ACTIVITIES		(280,673	)		(258,768	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Change in working capital due to merger		(16,747	)		-
Cash acquired in merger		40,272			95
Acquisition of furniture and equipment		(16,764	)		-
CASH PROVIDED BY INVESTING ACTIVITIES		6,761			95

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of stock warrants		-			50,000
Issuance of common stock for cash		395,000			100,000
Repayment of promissory notes		-			(25,000	)
Proceeds from promissory notes		-			98,000
Proceeds from related party notes		-			41,500
CASH PROVIDED BY FINANCING ACTIVITIES		395,000			264,500

NET INCREASE (DECREASE) IN CASH		121,088			5,827
CASH, beginning of period		9,051			3,223
CASH, end of period	$	130,139		$	9,051

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID DURING THE YEAR FOR:
Taxes paid	$	-		$	-
Interest paid	$	-		$	-

NON-CASH OPERATING ACTIVITIES:
Value of Common Stock issued in exchange for services	$	5,850		$	213,000
Value of Common Stock issued for accrued interest	$	4,904		$	466
Value of Common Stock issued for debt principle	$	56,000		$	42,000
Value of Common Stock issued for accounts payable	$	-		$	32,000
Value of warrants issued	$	-		$	270,459

	Year Ended
	December 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(981,805	)	$	(924,442	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation		35,482			33,508
Asset impairment		-			138,000
Compensation expense on fair market value of options issued		-			24,169
Compensation expense on fair value of warrants issued		270,459			-
Stock compensation expense		213,000			75,000
Common stock issued for accrued interest		466			137,467
Common stock issued for accounts payable		32,000			-
Changes in operating accounts:
Accounts receivable		(39,382	)		(5,786	)
Other current assets		1,562			-
Accounts payable and accrued expenses		209,450			107,705
CASH (USED) BY OPERATING ACTIVITIES		(258,768	)		(414,379	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in merger		95			-
Acquisition of furniture and equipment		-			(98,854	)
CASH PROVIDED (USED) BY INVESTING ACTIVITIES		95			(98,854	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of stock warrants		50,000			-
Issuance of common stock for cash		100,000			-
Repayment of promissory notes		(25,000	)		-
Repayment of related party notes		-			-
Proceeds from promissory notes		98,000			292,000
Proceeds from related party notes		41,500			41,312
CASH PROVIDED BY FINANCING ACTIVITIES		264,500			333,312
NET INCREASE (DECREASE) IN CASH		5,827			(179,921	)
CASH, beginning of period		3,223			183,144
CASH, end of period	$	9,051		$	3,223
NON-CASH OPERATING ACTIVITIES:
Value of Common Stock issued in exchange for services	$	213,000		$	75,000
Value of Common Stock issued for accrued interest	$	466		$	137,467
Value of Common Stock issued for debt principle	$	42,000		$	1,300,000
Value of Common Stock issued for accounts payable	$	32,000		$	-
Value of warrants issued	$	270,459		$	-

The accompanying notes are an integral part of these financial statements

3544

iTrackr Systems, Inc.

~~(Formerly Must~~Notes ~~Haves,~~to ~~Inc.)~~Consolidated Financial Statements

~~Notes to~~For ~~Financial~~the ~~Statements~~Years Ended December 31, 2011 and 2010

~~For the~~Note ~~Years~~A-Organization ~~Ended December 31, 2010~~ and ~~2009~~Going Concern

Note A-Organization and Summary Of Significant Accounting Policies

Organization

~~iTrackr, Inc.~~We ~~(the~~were ~~“Company”~~incorporated orin ~~“iTrackr”)~~the ~~was~~State ~~formed~~of Wyoming 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~~technologies.

InOn ~~2009~~November 27, ~~iTrackr~~ ~~purchased~~2007 ~~online~~we ~~customer~~adopted ~~support~~Articles ~~software~~of ~~technology~~Merger ~~from~~to ~~ChatStat~~merger ~~for approximately $95,000.~~ iTrackr, ~~has~~the ~~launched~~Wyoming ~~its~~corporation ~~customer~~with ~~support~~and ~~chat software~~into ~~which facilitates real-time customer support~~iTrackr, ~~expert advice~~Inc., ~~and~~a ~~paid transactions~~Florida corporation.

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. 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. We accounted for the merger under recapitalization accounting whereby the equity of the acquiring enterprise (iTrackr, Inc.) is presented as the equity of the combined enterprise and the capital stock account of the acquiring enterprise is adjusted to reflect the par value of the outstanding stock of the legal acquirer (Must Haves, Inc.) after giving effect to the number of shares issued in the business combination (1,303,638 shares). Shares retained by the legal acquirer (Must Haves, Inc. 1,303,638 shares) are reflected as an issuance as of the reverse merger date (January 12, 2010) for the historical amount of the net assets of the acquired entity which is in this case is a net liability of $27,515.

~~During 2010~~On weJuly ~~completed~~12, 2011, iTrackr Systems, Inc. acquired 100% of the ~~development~~issued and outstanding membership interests (the “Units”) of ~~our~~RespondQ, ~~Chat~~LLC, ~~software~~a ~~and~~Florida ~~TrackiT~~limited liability company. The purchase price for the Units was an aggregate of five million (5,000,000) ~~PriceiT~~shares of restricted common stock of the Company and ~~iTrackr~~ ~~community~~promissory ~~applications~~notes ~~thereby~~in ~~leaving~~the aggregate principal amount of $100,000. The purchase consideration for the ~~Development~~RespondQ ~~Stage~~Units was approximately $2,480,000 million, which consisted of the notes and ~~focusing~~ ~~increasing~~the ~~attention~~fair onvalue ~~sales~~of 5 million issued shares of iTrackr Systems, Inc. common stock.

For the year ended December 31, 2011 and 2010, the Company had a net loss $877,604 and $1,002,638, respectively. As a result, our auditor has issued an uncertainty paragraph about our ability to continue as a going concern in their 2011 and 2010 audit report stating the Company has suffered recurring losses and has yet to generate an internal cash flow that raises substantial doubt about our ability to continue as a going concern.

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. In the course of funding development ~~activities~~ and sales ~~initiatives~~and marketing activities, the Company has sustained operating losses since inception and has an accumulated deficit of $4,~~074~~972,~~259~~696 and $34,~~024~~095,~~954~~092 at December 31, ~~2010~~2011 and ~~December 31~~2010, ~~2009,~~ respectively. In addition, the Company has negative working capital of $~~958~~1,~~093~~307,926 and $~~692~~978,~~182~~926 at December 31, ~~2010~~2011 and ~~2009~~2010, 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.

Note B - Summary Of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements are presented in accordance with U.S. GAAP. The consolidated financial statements include the operations of iTrackr Systems, Inc. and its wholly-owned subsidiary iTrackr, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

iTrackr Systems, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

Note B - Summary Of Significant Accounting Policies (Continued)

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.

iTrackr Systems, Inc.

(Formerly Must Haves, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2010 and 2009

Note A-Organization and Summary Of Significant Accounting Policies

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~~Goodwill

~~Revenue~~Goodwill ~~for~~represents ~~our~~the ~~services~~excess ~~is recognized~~of ~~when~~the ~~all~~purchase price in a business combination over the fair value of net tangible and intangible assets acquired. During 2011, the ~~following~~Company ~~criteria~~acquired ~~are~~all ~~satisfied:~~of ~~(i) persuasive evidence~~the outstanding interests of anprivately ~~arrangement~~held ~~exists;~~RespondQ, ~~(ii) the~~LLC. ~~price~~As isa ~~fixed~~result orof ~~determinable; (iii) collectibility~~this isacquisition, ~~reasonably~~the ~~assured;~~Company ~~and~~recorded ~~(iv) services~~$1,143,242 ~~have been~~of ~~performed~~goodwill.

~~Deferred~~The ~~Revenue:~~Company ~~Revenue~~annually isevaluates ~~deferred~~ goodwill for ~~any~~impairment ~~undelivered~~at ~~elements~~December 1, and isthroughout ~~recognized~~the ~~upon~~reporting ~~product~~period ~~delivery~~whenever events or ~~when~~changes in circumstances indicate that the ~~service~~ carrying amount may not be recoverable. Because the Company has ~~been~~one ~~performed~~reporting segment, it utilizes the entity-wide approach for assessing goodwill for impairment and compares the Company’s market value to its net book value to determine if impairment exists. No impairment of goodwill resulted from this evaluation of goodwill in any of the fiscal years presented.

~~Sales~~Intangible ~~and marketing costs~~Assets

~~Sales~~The ~~and~~Company ~~marketing~~reviews ~~expenses~~identified ~~include advertising~~intangible ~~expenses,~~assets ~~seminar~~for ~~expenses,~~impairment ~~commissions~~whenever ~~and~~events ~~personnel~~or ~~expenses~~changes ~~for sales~~in ~~and~~circumstances ~~marketing~~indicate that the carrying value of the assets may not be recoverable. ~~Marketing~~ ~~and~~The ~~advertising~~Company ~~costs~~evaluates recoverability of these assets by comparing the carrying value of the assets to ~~promote~~the undiscounted cash flows estimated to be generated by those assets over their remaining economic life. If the ~~Company's~~ ~~products~~undiscounted ~~and~~cash ~~services~~flows are ~~expensed~~not insufficient to recover the ~~period incurred~~carrying value of the assets, the assets are considered impaired. ~~For~~ The impairment loss is measured by comparing the ~~year~~fair ~~ended~~value ~~December~~of ~~31,~~the ~~2010~~assets ~~and~~to ~~2009~~their carrying values. Fair value is determined by either a quoted market price or a value determined by a discounted cash flow technique, whichever is more appropriate under the ~~Company incurred~~circumstances noinvolved. ~~marketing~~No ~~and~~impairment ~~advertising~~of ~~expense~~intangible assets resulted from this evaluation in any of the years presented.

Intangible assets with determinable lives are amortized over their estimated useful lives, based upon the pattern in which the expected benefits will be realized, or on a straight-line basis.

iTrackr Systems, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

Note B - Summary Of Significant Accounting Policies (Continued)

Fair Value Measurement

As defined in ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820-10 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. The Company has no assets or liabilities valued with Level 1 inputs.

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs. The Company has no assets or liabilities valued with Level 2 inputs.

Level 3: Unobservable inputs are used when little or no market data is available, which requires the Company to develop its own assumptions about how market participants would value the assets or liabilities. The fair value hierarchy gives the lowest priority to Level 3 inputs. The Company has no assets or liabilities valued with Level 3 inputs.

Fair Value of Financial Instruments

The ~~Company’s~~ ~~financial~~carrying ~~instruments~~value ~~include~~of cash and cash equivalents, accounts receivable., ~~The carrying~~accounts ~~amount~~payable, accrued liabilities and notes payable approximate their fair value because of ~~these~~the ~~financial~~short-term nature of these instruments ~~has~~and ~~been~~their ~~estimated~~liquidity. byManagement ~~management~~ is of the opinion that the Company is not exposed to ~~approximate~~significant ~~fair~~interest ~~value~~or credit risks arising from these financial instruments.

~~“Disclosures about~~Revenue 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.recognition

~~The company~~Revenue ~~accounts~~is ~~for~~derived ~~certain~~from ~~assets~~the following sources: (1) Commissions. Commissions are earned upon the sale of goods and ~~liabilities~~services atperformed ~~fair~~by ~~value.~~our ~~The~~third ~~hierarchy below~~party ~~lists~~chat ~~three~~agents ~~levels~~on behalf of ~~fair~~our ~~value~~customers, ~~based~~and on(2) ~~the~~SaaS. ~~extent~~Click to2 ~~which~~Chat ~~inputs~~software ~~used in~~hosted ~~measuring~~services ~~fair~~also ~~value~~known ~~are~~as ~~observable~~software-as-a-service inwhere the ~~market. We~~Company ~~categorize~~and ~~each~~customer ~~of our~~enter ~~fair~~into ~~value~~a ~~measurements~~contract, intypically for one ofyear, ~~these~~for ~~three~~an ~~levels~~agreed ~~based~~upon onmonthly fee which varies by type of service, the ~~lowest~~ level ~~input~~of ~~that~~client isusage ~~significant~~and towebsite traffic in exchange for the ~~fair~~right ~~value~~to ~~measurement~~use inour ~~its~~chat ~~entirety. These~~software ~~levels~~and ~~are:~~hosting services.

~~Level~~Because 1the ~~— inputs~~Company ~~are~~earns ~~based~~commissions ~~upon~~and ~~unadjusted~~provides ~~quoted~~its ~~prices~~application as a service, the Company follows the provisions of ASC 605-10-S99, Revenue Recognition and 605-25, Revenue Recognition with Multiple-Element Arrangements. Additionally, for ~~identical~~the ~~instruments~~Company’s ~~traded in~~commission ~~active~~based ~~markets~~clients, the Company provides chat agents through an arrangement with a qualified partner. WeThe ~~have~~chat noagents ~~Level~~primary 1goal ~~instruments~~is asto initiate communications with website visitors through chat sessions on our customers websites and facilitate the close of ~~December~~a ~~31,~~sale. At the end of each ~~2010~~month the number of successful sales is billed to the customer based on a predefined commission rate. For these arrangements, the Company recognizes gross revenue in accordance with ASC-45, Principal Agent Considerations, due to the fact that the Company is the primary obligor, has latitude in establishing price, has discretion in supplier selection, is involved with the determination of product or service specifications and has credit risk.

37The Company sells certain of its services directly via Internet download. These services are marketed as RespondQ Pro and RespondQ Platinum, and are paid for almost exclusively by credit card. Credit card payments accelerate cash flow and reduce the Company’s collection risk, subject to the merchant bank’s right to hold back cash pending settlement of the transactions. Sales of RespondQ Pro and RespondQ Platinum may occur with or without the assistance of an online sales representative, rather than through face-to-face or telephone contact that is typically required for traditional direct sales. The Company recognizes monthly service revenue based upon the fee charged for the RespondQ services. The Company’s service agreements typically have twelve month terms and, in some cases, are terminable or may terminate upon 30 to 90 days’ notice without penalty.

iTrackr Systems, Inc.

~~(Formerly Must~~Notes ~~Haves,~~to ~~Inc.)~~Consolidated Financial Statements

~~Notes to~~For ~~Financial~~the ~~Statements~~Years Ended December 31, 2011 and 2010

~~For the~~Note ~~Years~~B ~~Ended~~- ~~December~~Summary ~~31,~~Of ~~2010~~Significant ~~and~~Accounting ~~2009~~Policies (Continued)

~~Note~~Revenue ~~A-Organization~~recognition ~~and Summary Of Significant Accounting Policies~~(Continued)

~~Fair~~Revenue ~~Value~~is recognized only when persuasive evidence of ~~Financial~~an arrangement exists, the fee is fixed or determinable, the product or service has been delivered, and collectability of the resulting receivable is probable. The Company makes significant judgments when evaluating if fees are fixed or determinable and in assessing the customer’s ability to pay for the products or services provided. This judgment is based on a combination of factors, including the contractual terms of the arrangement, financial review, payment history with the customer, and other forms of payment assurance. Upon the completion of these steps and provided all other revenue recognition ~~Instruments~~criteria ~~(Continued)~~are met, The Company recognizes revenue consistent with its revenue recognition policies.

~~Level~~Sales ~~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~~marketing 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, 2010.costs

~~Level~~Sales 3and ~~— inputs~~marketing ~~are~~expenses ~~generally~~include ~~unobservable~~advertising ~~and~~expenses, ~~typically~~seminar ~~reflect~~expenses, ~~management’s~~commissions ~~estimates of~~and ~~assumptions~~personnel ~~that~~expenses ~~market~~for ~~participants~~sales ~~would~~and ~~use~~marketing. Marketing inand ~~pricing~~advertising ~~the~~costs ~~asset~~to ~~or liability.~~promote ~~The~~the ~~fair~~Company's ~~values~~products ~~are~~and ~~therefore~~services ~~determined~~are ~~using~~expensed ~~model-based techniques,~~in ~~including~~the ~~option~~period ~~pricing~~incurred. For ~~models~~the ~~and~~year ~~discounted~~ended ~~cash~~December ~~flow~~31, ~~models.~~2011 ~~We have~~and no2010, ~~Level~~the 3Company ~~instruments~~incurred as$1,353 ofand ~~December~~$0, 31respectively, ~~2010~~in marketing and advertising expense.

Research and Development

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

Income Taxes

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

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

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

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

~~Impairment~~Pursuant to ASC 260-10-45-10, the computation of ~~Long~~basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-~~Lived~~average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. However, pursuant to ASC 260-10-45-17, the computation of diluted net income per share shall not assume conversion, exercise or ~~Assets~~contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, pursuant to ASC 260-10-45-25, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

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.48

iTrackr Systems, Inc.

~~(Formerly Must~~Notes ~~Haves,~~to ~~Inc.)~~Consolidated Financial Statements

~~Notes to~~For ~~Financial~~the ~~Statements~~Years Ended December 31, 2011 and 2010

~~For the~~Note ~~Years~~B ~~Ended~~- ~~December~~Summary ~~31,~~Of ~~2010~~Significant ~~and~~Accounting ~~2009~~Policies (Continued)

Note A-Organization and Summary Of Significant Accounting Policies

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.

~~Recent~~Recently Issued Accounting Pronouncements

OnWe ~~July 1,~~review ~~2009,~~new ~~the~~accounting ~~FASB~~standards ~~officially~~as ~~launched~~issued. ~~the~~Although ~~FASB~~some ~~ASC~~of ~~105~~these -accounting ~~Generally~~standards ~~Accepted Accounting~~issued ~~Principles,~~or ~~which~~effective ~~established~~after the ~~FASB~~end ~~Accounting Standards Codification (“the Codification”), as the single official source~~ of ~~authoritative,~~ ~~nongovernmental,~~our ~~U.S.~~previous ~~GAAP,~~fiscal inyear ~~addition~~may tobe ~~guidance~~applicable ~~issued by the Securities and Exchange Commission. The Codification is designed~~ to ~~simplify~~ ~~U.S. GAAP into a single~~us, ~~topically~~we ~~ordered~~have ~~structure. All guidance~~not ~~contained~~identified inany ~~the~~standards ~~Codification~~that ~~carries~~we anbelieve ~~equal~~merit ~~level~~further ~~of authority~~discussion. ~~The~~ ~~Codification~~We isbelieve ~~effective~~that ~~for~~none ~~interim~~of ~~and annual periods ending after September 15, 2009. Accordingly,~~ the ~~Company refers~~new tostandards ~~the~~will ~~Codification~~have ina ~~respect~~significant ofimpact ~~the~~on ~~appropriate~~our ~~accounting~~consolidated ~~standards throughout~~financial ~~this document as “FASB ASC”~~statements. ~~Implementation~~ ofTo ~~the Codification~~view ~~did~~all ~~not~~FASB ~~have~~Accounting ~~any~~Standards ~~impact~~Updates, onplease ~~the~~visit ~~Company’s consolidated financial statements~~http://www.fasb.org/jsp/FASB/Page/SectionPage&cid=1176156316498.

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. The Company adopted this statement no significant financial impact.

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

iTrackr Systems, Inc.

(Formerly Must Haves, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2010 and 2009

Note A-Organization and Summary Of Significant Accounting Policies

Recent Accounting Pronouncements (Continued)

ending after December 15, 2009, with early application permitted. Since the Company does not currently have any such investments, this statement had no impact on its financial statements.

In February 2010, the FASB issued ASU No. 2010-09, “Subsequent Events (Topic 855); Amendments to Certain Recognition and Disclosure Requirements.” This Statement addresses accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. FASB ASC 855 requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, the date issued or date available to be issued. The Company adopted this Statement in the second quarter of 2009. As a result the date through which the Company has evaluated subsequent events and the basis for that date have been disclosed in Note K, Subsequent Events.

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

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

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

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

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.

iTrackr Systems, Inc.

(Formerly Must Haves, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2010 and 2009

Note A-Organization and Summary Of Significant Accounting Policies

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers. At December 31, ~~2010~~2011, two customers accounted for ~~100~~95% (7071% and 3024%) of accounts receivable. At December 31, ~~2009~~2010, ~~one~~two ~~customer~~customers accounted for 100% (70% and 30%) of accounts receivable.

~~During the~~The ~~year~~Company ~~ended~~has ~~December~~agreements ~~31,~~with ~~2010~~various customers. During 2011, ~~two~~four customers accounted for ~~100~~98.6% (5342.7%, 31.2%, 19.1% and 475.6%) of ~~revenue~~our sales of which RespondQ, LLC accounted for approximately $88,700 or 18. 0% of our 2011 sales prior to the Company's purchase of RespondQ, LLC in July of 2011. During the year ended December 31, ~~2009~~2010, two customers accounted for 90100% (7753% and 1347%) of revenue, of which RespondQ, LLC accounted for 47%.

NOTE BC – ACCOUNTS RECEIVABLE

The accounts receivable balance of $45125,~~168~~376 and $524,~~786~~335 as of December 31, ~~2010~~2011 and ~~2009~~ 2010, respectively, is reported at the gross amount without an allowance. The Company has not experienced any significant bad debts to date. ~~However,~~ weBad debts are written off once collectability is judged to be unlikely. We periodically review accounts receivable for ~~collectibility~~ collectability and will create an allowance for bad debts if our analysis so warrants.

NOTE CD – FIXED ASSETS

Fixed assets consisted of the following:

	December 31,
	2010			2009
Computers and office equipment	$	78107,~~974~~445		$	78,974
Software	$	~~127~~129,~~237~~235		$	127,237
Total fixed assets		206,211			206,211
Leasehold improvements		1,719			-
Accumulated depreciation		(142,339	)		(106,856	)
Total fixed assets		238,399			206,211
Fixed assets, net	$	63,872		$	99,355
Accumulated depreciation		(179,104	)		(142,339	)
Fixed assets, net	$	59,295		$	63,872

During the years ended December 31, ~~2010~~2011 and ~~2009~~2010, the Company recognized $3536,~~482~~765 and $3335,~~508~~482, respectively, in depreciation expense.

~~NOTE D – ACCOUNTS PAYABLE AND ACCRUED EXPENSES~~49

Accounts payable and accrued expenses at December 31, 2010 consisted of $687,500 due to John Rizzo, CEO for unpaid salary and health insurance, $48,397 of professional services, $15,949 of accrued interest and $11,654 of trade payables.

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

iTrackr Systems, Inc.

~~(Formerly Must~~Notes ~~Haves,~~to ~~Inc.)~~Consolidated Financial Statements

~~Notes to~~For ~~Financial~~the ~~Statements~~Years Ended December 31, 2011 and 2010

~~For the~~NOTE ~~Years~~E ~~Ended~~- ~~December~~GOODWILL ~~31,~~AND ~~2010~~INTANGIBLE ~~and 2009~~ASSETS

As a result of the purchase of RespondQ, LLC on July 12, 2011 (See NOTE E- ~~– NOTES~~L MERGER), the Company recognized $1,424,000 of intangible assets and $1,143,242 of goodwill which represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired.

~~Promissory~~Total ~~Notes~~intangible ~~– 3rd~~assets, ~~Party~~which are being amortized, and goodwill consists of the following:

	December 31,		December 31,
	December 31, 2011
	2010		2009
	Gross Carrying		Accumulated					Net Book
Note payable bears interest at 9% per year, Matured March 14, 2010 converted to stock upon default at a conversion price of $0.35.	$	-	$	12,500
	Amount		Amortization			Impairment		Value
Note payable bears interest at 9% per year, Matured March 14, 2010 Converted to stock upon default at a conversion price of $0.35.		-		12,500
Customer relationships	$	324,000	$	(135,000	)	$	-	$	189,000
Note payable bears interest at 9% per year, Matures July 31, 2011 and is convertible into shares of common stock upon default at a conversion price of $0.25 per share.		25,000
Purchased technology		750,000		(104,165	)		-		645,835
Note payable bears interest at 8% per year, Matures March 31, 2011 and is convertible into shares of common stock upon default at a conversion price of $0.25 per share.		25,000
Marketing related		350,000		-			-		350,000
Note payable bears interest at 8% per year, Matures December 31, 2011 and is convertible into shares of common stock upon default at a conversion price of $0.25 per share.		6,000
Goodwill		1,143,242		-			-		1,143,242
Totals		56,000		25,000
Total	$	2,567,242	$	(239,165	)	$	-	$	2,328,077

The customer relationship intangible asset is being amortized on a straight-line basis over 12 months or the estimated useful life of that portion of the allocated purchase price of RespondQ, LLC whereas the purchased technology is being amortized over three years on a straight-line basis based on the estimated useful life of the technology purchased. The marketing related intangible asset relates to the trade name and internet domain name of RespondQ and, like goodwill, is not being amortized, but tested annually for impairment. No impairment of goodwill or intangible assets has been recorded during 2011. Amortization expense related to intangible assets was $239,165 for the year ended December 31, 2011. Amortization expense is expected to be approximately $439,000 in the year ended December 31, 2012.

NOTE F – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at December 31, 2011 consisted of $9,180 of health insurance premium reimbursement due to John Rizzo, CEO, for which six payments totaling $50,820 were made during 2011 with no other payments made since January 2007, $37,471 of professional services and $299,653 of trade payables.

Accounts payable and accrued expenses at December 31, 2010 consisted of $48,000 of health insurance premium reimbursement due to John Rizzo, CEO, $48,397 of professional services and $11,654 of trade payables.

Accrued compensation of $889,500 and $639,500 as of December 31, 2011 and 2010, respectively, represents amounts accrued and unpaid as of the related balance sheet date and due to our CEO, John Rizzo. Pursuant to Mr. Rizzo’s employment agreement(s) effective each year starting in January 2007, the Company has been and is obligated to pay Mr. Rizzo and annual salary of $250,000. Mr. Rizzo, received 5,000,000 shares in lieu of salary for the fiscal year ended December 31, 2007 and $90,000 in cash payments during 2009. Mr. Rizzo has received no other salary based cash payments.

iTrackr Systems, Inc.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2011 and 2010

NOTE G – NOTES

Promissory Notes – 3rd Party	December 31,
	2011		2010
Note payable issued in connection with the purchase of RespondQ, LLC to Iselsa II, LLC, bears interest at 10% per year, is convertible into shares of common stock upon default at a conversion price of $0.10 per share, matured October 12, 2011 and is currently in default.		70,000		-

During the year ended December 31, 2011, the Company: 1) issued a $70,000 convertible promissory note to Iselsa II, LLC (See table above); and 2) converted 100% of the debt held by three different parties, or $56,000 of principle and $4,904 of accrued interest into 243,616 shares of common stock.

During the year ended December 31, 2010, the Company 1) received $17,000 in exchange for two convertible notes that were also converted along with the $25,102 of notes outstanding on December 31, 2009, 2) received a short term loan totaling $25,000 that was repaid seven days later, and 3) received $56,000 in exchange for promissory notes that accrue interest at eight (8%) and nine (9%) per annum (see table above). In total, during the year ended December 31, 2010, the Company received $98,000 of notes, repaid $25,000 and converted $42,466, including $42,000 of principle and $466 of accrued interest into 121,332 shares of common stock.

~~During the~~On ~~year~~our ~~ended~~non-related ~~December~~party ~~31,~~notes ~~2009~~payable, the Company ~~received~~recognized ~~$292,000~~interest ofexpense ~~convertible promissory~~during ~~notes~~the ~~from~~year ~~third~~ended ~~parties. The~~December ~~Company converted $1~~31,~~300,000 of~~ ~~principle~~2011 and ~~$137,467~~2010 of ~~accrued~~$3,835 ~~interest~~and ~~into 3~~$1,~~721~~071,~~257~~ ~~shares of restricted common stock~~respectively. As of December 31, ~~2009~~2011 and 2010, the Company had outstanding $253,~~102~~299 ~~related~~and ~~to 3rd party notes~~$1,070, ~~including $25~~respectively,~~000~~ of ~~principle~~accrued ~~and~~interest ~~$102~~due offor ~~accrued~~non-related ~~interest~~party notes payable.

Promissory Notes - Related Party

Promissory Notes - Related Party	December 31,
	2011		2010
Note payable to Bluewater Advisors, Inc. a company wholly owned by John Rizzo, our CEO; convertible into common stock (conversion price 50% below the previous 10 day average closing price) upon default, bears interest at 9% per year, Matured July 1, 2011 and is currently in default.	$	192,812	$	192,812
Note payable issued in connection with the purchase of RespondQ, LLC to Idiama, LLC, bears interest at 10% per year, is convertible into shares of common stock upon default at a conversion price of $0.10 per share, matured October 12, 2011 and is currently in default.	$	30,000	$	-

	December 31,		December 31,
	2010		2009
Note payable convertible into common stock (conversion price 50% below the previous 10 day average closing price) upon default, bears interest at 9% per year, Matured December 31, 2010	$	192,812	$	151,312

During the year ended December 31, 2011, the Company issued a $30,000 convertible promissory note to Idiama, LLC (See table above) which is 100% owned by Mrs. Rizzo the spouse of our CEO, John Rizzo and originated as part of the purchase price paid for RespondQ, LLC.

~~During~~ On our related party notes payable, the Company recognized interest expense during the year ended December 31, ~~2010,~~2011 ~~the~~and ~~Company~~2010 ~~received~~of $4118,~~500~~767 ~~from~~and ~~Bluewater Advisors~~$14,879, asrespectively. ~~described~~As inof ~~the~~December ~~table~~31, ~~above. Interest~~2011 ~~expense~~and ~~during~~2010, the ~~year~~ ~~ended~~Company ~~December~~has 31outstanding $33,647 ~~2010~~and ~~was~~ $14,879, respectively, of accrued interest due under the notes above.

~~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.~~51

Accrued Interest

During the year ended December 31, 2010 and 2009, the Company recognized $16,313 and $90,462, respectively related to all our outstanding notes payable.

iTrackr Systems, Inc.

~~(Formerly Must~~Notes ~~Haves,~~to ~~Inc.)~~Consolidated Financial Statements

~~Notes to~~For ~~Financial~~the ~~Statements~~Years Ended December 31, 2011 and 2010

~~For the~~NOTE ~~Years~~H ~~Ended~~– ~~December~~STOCKHOLDERS ~~31, 2010 and 2009~~EQUITY

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 December 31, ~~2010~~2011.

Common Stock

The Company has authorized 100,000,000 shares of no par value common stock available for issuance. 20During the year ended December 31,~~319~~ 2011,~~997~~ the Company issued 7,543,616 shares ~~have~~of ~~been~~common ~~issued~~stock, including 5,000,000 as a part of the RespondQ, LLC purchase, bringing the balance of shares outstanding to 27,843,613 as of December 31, 2011 compared to 20,319,997 as of December 31, 2010. In addition, the Company retired 20,000 shares of outstanding common stock.

Stock Issued for Debt Repayment

During the year ended December 31, 2011, the Company converted $56,000 of principle and $4,904 of accrued interest into 243,616 shares of restricted common stock.

During the year ended December 31, 2010, the Company converted $42,000 of principle and $466 of accrued interest into 121,332 shares of restricted common stock.

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

Stock Issued for Cash

During the year ended December 31, 2011, the Company 1) received $315,000 upon the exercise of warrants to purchase 1,400,000 shares of common stock, and 2) received $80,000 upon the exercise of options to purchase 800,000 shares of common stock.

During the year ended December 31, 2010, the Company 1) received $50,000 as a direct purchase and issued 166,666 shares of restricted common stock, and 2) received $50,000 upon the exercise of warrants to purchase 166,666 shares of restricted common stock.

Stock Issued for Services

During the year ended December 31, ~~2010~~2011, the Company ~~finalized~~issued a100,000 ~~legal settlement with Marc Falcone whereby~~ in exchange for services valued at $~~108~~43,~~000~~350 orand ~~$0.30~~rendered ~~per~~during ~~share~~2011. weAlso, ~~issued 360~~125,000 shares that were to be issued to a former employee were canceled and related expense of ~~restricted~~$37,500 ~~common~~reversed ~~stock~~in the current period.

During the year ended December 31, 2010, the Company:

1) ~~Issued~~ issued 100,000 shares of restricted common stock for services valued at $30,000 or $0.30 per share. The shares were issued for services to be provided through the end of 2010.

2) ~~Issued~~ issued 125,000 shares valued at $37,500, or $0.30 per share. The shares were issued for services performed during the quarter and have been fully expensed.

3) Is became obligated to issue 125,000 shares ~~which are~~ valued at $37,500, or $0.30 per share and included in common stock payable.

~~During the~~4) ~~year~~finalized ~~ended~~a ~~December~~legal ~~31,~~settlement ~~2009,~~with ~~the~~Marc ~~Company~~Falcone ~~agreed~~whereby ~~to issue 150,000 shares of restricted common stock~~ in exchange for ~~professional services rendered in 2009 and valued at~~ $75108,000~~. As~~ ofor ~~December~~$0.30 ~~31,~~per ~~2009~~share ~~the~~we ~~stock had not been~~ issued ~~and~~360,000 isshares ~~recorded in the equity portion~~ of ~~our~~restricted ~~balance sheet as~~ common ~~stock~~ ~~payable. The shares were issued on April 28, 2010.~~stock

Stock issued for Accounts Payable

No stock was issued to settle any accounts payable during the year ended December 31, 2011.

During the year ended December 31, 2010, the Company issued 101,000 shares of restricted common stock at $0.32 per share to settle $32,000 of the balance owing ChatStat for the purchase of their Chat software.

~~Stock Options (See footnote I)~~52

During the year ended December 31, 2010, no option activity occurred.

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

iTrackr Systems, Inc.

~~(Formerly Must~~Notes ~~Haves,~~to ~~Inc.)~~Consolidated Financial Statements

~~Notes to~~For ~~Financial~~the ~~Statements~~Years Ended December 31, 2011 and 2010

~~For the~~NOTE ~~Years~~I ~~Ended~~- ~~December 31, 2010 and 2009~~COMMITMENTS

~~NOTE~~Upon Gthe purchase of RespondQ, LLC on July 12, 2011, the Company assumed a lease for office space originally entered into on January 17, 2011 and expiring on January 17, 2012. Subsequent to year end, we are on a month- ~~COMMITMENTS~~to-month rental basis and in negotiations to enter a renewed lease for the same facility. We lease facilities under an agreement accounted for as an operating lease. The lease requires us to pay all executory costs such as maintenance and insurance totaling approximately $2,122 per month. Rent expense for the years ended December 31, 2011 and 2010 was approximately $13,193 and $0, respectively.

~~The~~ On January 4, 2011, the Company ~~has~~entered nointo ~~commitments~~an asEnterprise Cloud Master Services Agreement (the "Agreement") with Terremark North America where Terremark provides enterprise level cloud computing data center related services for our iTracker.com platform for an initial period of ~~December~~24 31months and automatically renewing on successive 12 month terms unless terminated 90 days prior to expiration of the then current term. The Agreement provides for a monthly payment of $6,000 ~~2010~~billed monthly.

NOTE H – WARRANTS

			Less than						More than
Contractual Obligations	Total		1 year		1-3 years		3-5 years		5 years
Operating leases	$	2,122	$	2,122
Purchase obligations		72,000		72,000		-		-		-
Total contractual obligations	$	74,122	$	74,122	$	-	$	-	$	-

~~At December~~NOTE ~~31,~~J ~~2010,~~– ~~the Company had 2,105,333 Warrants outstanding entitling the holder thereof the right to purchase one share of common stock for each warrant held as follows:~~WARRANTS

			Exercise
Issuance	Number of		Price Per		Expiration
Date	Warrants		Warrant		Date
1/19/2010		36,000	$	0.75	1/19/15
1/19/2010		56,000	$	0.75	1/19/15
2/1/2010		13,333	$	0.75	2/1/15
2/5/2010		1,000,000	$	0.40	12/31/15
3/1/2010		1,000,000	$	0.10	10/31/11
Total		2,105,333

At December 31, 2011, the Company had 705,333 Warrants outstanding entitling the holder thereof the right to purchase one share of common stock for each warrant held as follows:

			Exercise
Issuance	Number of		Price Per		Expiration
Date	Warrants		Warrant		Date
1/19/2010		36,000	$	0.75	1/19/15
1/19/2010		56,000	$	0.75	1/19/15
2/1/2010		13,333	$	0.75	2/1/15
3/1/2010		600,000	$	0.10	10/31/12

Total		705,333

During the year ended December 31, 2011, the holder of the 3/1/2010 warrant in the table above exercised 400,000 warrants resulting in $40,000 to the company. Additionally, the Company modified one outstanding warrant to reduce the exercise price in order to induce the holder to exercise. Specifically, for 1,000,000 warrants the exercise price was reduced from $0.40 to $0.35. The holder then exercised 500,000 warrants resulting in $175,000 to the Company. Then, later in the year, in order to induce the same holder to exercise the remaining 500,000 warrants, the Company decreased the exercise price from $0.35 to $0.20. The holder then exercised 500,000 warrants resulting in $100,000 to the Company. As a result of the modifications, the Company determined the difference in the fair value of the warrants using the Black-Scholes Options Pricing Model and recorded $9,800 and $24,050 of stock compensation expense for the first and second modifications, respectively.

During the year ended December 31, 2010, the Company:

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

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

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

·	Canceled two warrants totaling 800,000 shares as a result of expiration.

All the warrants issued through December 31, ~~2010~~2011 are classified as equity on our balance sheet as they require physical settlement, contain no performance contingencies, have a fixed exercise price and are exercisable by the holder at any time through the expiration date of the warrant. Each warrants fair value was calculated on the date of grant using the Black-Scholes Option Pricing Model ~~using the following inputs: volatility; 250% based on the Dow Jones Internet Composite Index, risk free interest rate; 3~~.71%, spot price; $0.15, and the exercise price attributable to that warrant. The fair value of the warrants issued was $320,459 offset by the $50,000 warrant sale resulting in $270,459 of net stock compensation expense.

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 2009.53

~~NOTE~~iTrackr ISystems, ~~– 2007 LONG-TERM EQUITY INCENTIVE PLAN~~Inc.

InNotes ~~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~~Consolidated ~~and~~Financial ~~retain directors, officers and other employees of iTrackr, Inc. and its Subsidiaries and to provide to such persons incentives and rewards for performance.~~Statements

~~The Company~~For ~~may issue each of~~ the ~~following~~Years ~~under~~Ended ~~this~~December ~~Plan: Incentive Option~~31, ~~Nonqualified~~ ~~Option,~~2011 ~~Stock~~and 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.2010

NOTE K – 2007 LONG-TERM EQUITY INCENTIVE PLAN

During the year ended December 31, 2011, the Company issued 800,000 shares of common stock pursuant to option exercises resulting in $80,000 to the Company, and canceled 825,000 options that expired due to termination of services by the related parties and their failure to exercise their respective options.

During the year ended December 31, 2010, the Company made one grant of 250,000 fully vested common stock options. The options value was nominal as calculated on the date of grant using the Black-Scholes Option Pricing Model using the following inputs: volatility; 38% based on the Dow Jones Internet Composite Index, risk free interest rate; 3.28%, spot price; $0.20, expected term; 1.5 years and exercise price; $0.25.

44The following table summarizes information about options outstanding at December 31, 2011:

		Options Outstanding						Options Exercisable
		Number		Weighted		Weighted				Weighted
Range of		Outstanding		Average		Average				Average
Exercise		At December 31,		Contractural		Exercise		Number		Exercise
Prices		2011		Life (years)		Price		Outstanding		Price

$	0.40		1,000,000		5.50	$	0.40		1,000,000	$	0.40
	0.25		1,250,000		6.04		0.25		1,250,000		0.25
	0.10		1,387,500		5.50		0.10		1,387,500		0.10
	0.05		242,500		5.50		0.05		242,500		0.05

Total			3,880,000		5.66	$	0.22		3,880,000	$	0.22

iTrackr Systems, Inc.

~~(Formerly Must~~Notes ~~Haves,~~to ~~Inc.)~~Consolidated Financial Statements

~~Notes to~~For ~~Financial~~the ~~Statements~~Years Ended December 31, 2011 and 2010

~~For the~~NOTE ~~Years~~K ~~Ended~~– ~~December~~2007 ~~31,~~LONG-TERM ~~2010~~EQUITY ~~and~~INCENTIVE ~~2009~~PLAN (Continued)

~~NOTE~~A Isummary –of ~~2007~~the ~~LONG-TERM EQUITY~~Company’s ~~INCENTIVE~~stock ~~PLAN~~option ~~(Continued)~~activity for the years ended December 31, 2008 through 2011 and related information follows:

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.

	Number of Options			Weighted Average Exercise Price ($)

Outstanding at December 31, 2007		5,255,000		$	0.18
Grants		2,000,000		$	0.50
Forfeitures		(1,000,000	)	$	0.50
Outstanding at December 31, 2008		6,255,000		$	0.23
Forfeitures		(1,000,000	)	$	0.50
Outstanding at December 31, 2009		5,255,000		$	0.18
Grants		250,000		$	0.25
Outstanding at December 31, 2010		5,505,000		$	0.18
Forfeitures		(825,000	)	$	0.06
Exercises		(800,000	)	$	0.10
Outstanding at December 31, 2011		3,880,000		$	0.22

Options exerciseable as of:
December 31, 2008		4,586,250		$	0.17
December 31, 2009		5,255,000		$	0.18
December 31, 2010		5,505,000		$	0.18
December 31, 2011		3,880,000		$	0.22

Available for grant at December 31, 2011		2,138,001

~~The following~~During ~~table~~the ~~summarizes~~year ended December 31, 2011 and 2010, the Company's recognized no compensation expense related to stock ~~option~~options. From ~~activity~~inception ~~for~~to date, the ~~years ended~~Company ~~December~~has 31recognized $178,844 ~~2010~~of ~~and~~compensation ~~2009:~~expense related to stock options.

	December 31,
	2010				2009
	Shares		Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding at beginning of year		5,255,000	$	0.18		6,255,000		$	0.23
Granted		250,000		0.25		-			-
Canceled		-		-		(1,000,000	)		(50.00	)
Exercised		-		-		-			-
Outstanding at end of quarter		5,505,000	$	0.18		5,255,000		$	0.18
Options exerciseable at December 31		5,505,000				5,255,000

NOTE L – MERGER

On July 12, 2011, iTrackr Systems, Inc. acquired 100% of the issued and outstanding membership interests (the “Units”) of RespondQ, LLC, a Florida limited liability company from Idamia, LLC, a Florida limited liability corporation (“Idamia”) and Iselsa II, LLC (“Iselsa”), a Delaware limited liability corporation. Iselsa owned 70% of the Units and Idamia owned 30% of the Units being sold. The ~~following~~ ~~table~~owner ~~summarizes~~of ~~information~~Idamia, ~~about~~LLC is Radosveta Rizzo. Ms. Rizzo is the wife of the Company'’s Chief Executive Officer. The purchase price for the Units was an aggregate of five million (5,000,000) shares of restricted common stock ~~options~~of the Company and promissory notes in ~~outstanding~~the aggregate principal amount of $100,000. The promissory notes bear interest at ~~December~~10% 31per annum and all principal and interest was due and payable on October 12, ~~2010:~~2011. Upon an occurrence of an Event of Default, the Promissory Notes are convertible into to shares of the Company’s common stock at $0.10 per share.

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Number Outstanding At December 31, 2010		Weighted Average Contractural Life (years)		Weighted Average Exercise Price		Number Outstanding		Weighted Average Exercise Price
$	0.40		1,000,000		-	$	0.40		1,000,000	$	0.07
	0.25		1,250,000		-		0.25		1,250,000		0.06
	0.10		2,375,000		-		0.10		2,375,000		0.04
	0.05		880,000		-		0.05		880,000		0.01
Total			5,505,000		-	$	0.18		5,505,000	$	0.18

The purchase consideration for the RespondQ Units was approximately $2,480,000 million, which consisted of the notes and the fair value of 5 million shares of iTrackr Systems, Inc. common stock issued to Idamia and Iselsa.

45The accompanying unaudited financial information has been developed by application of pro forma adjustments to the historical financial statements of iTrackr Systems, 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, 2009 for purposes of the statement of operations.

iTrackr Systems, Inc.

~~(Formerly Must~~Notes ~~Haves,~~to ~~Inc.)~~Consolidated Financial Statements

~~Notes to~~For ~~Financial~~the ~~Statements~~Years Ended December 31, 2011 and 2010

~~For the~~NOTE ~~Years~~L ~~Ended~~– ~~December~~MERGER ~~31, 2010 and 2009~~(Continued)

The ~~following~~ ~~table~~unaudited ~~summarizes~~pro forma financial information ~~about~~is presented for informational purposes only and does not purport to represent what the ~~Company's~~results ~~stock~~of ~~options outstanding~~operations ator ~~December~~financial 31position of iTrackr Systems, ~~2009:~~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.

			Options Outstanding						Options Exercisable
Range of Exercise Prices			Number Outstanding At December 31, 2009		Weighted Average Contractural Life (years)		Weighted Average Exercise Price		Number Outstanding		Weighted Average Exercise Price
	$	0.40		1,000,000		-	$	0.40		1,000,000	$	0.08
		0.25		1,000,000		-		0.25		1,000,000		0.05
		0.10		2,375,000		-		0.10		2,375,000		0.05
		0.05		880,000		-		0.05		880,000		0.01
Total				5,255,000		-	$	0.18		5,255,000	$	0.18

The unaudited pro forma financial information should be read in conjunction with the notes hereto and with the historical financial statements of the Company as filed in its annual report on Form 10-K/A for the year ended December 31, 2010 and with the historical financial statements of RespondQ, LLC included in our report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2011 and Form 8-K/A filed on July 28, 2011.

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

The allocation of the purchase price, is as follows:

Net tangible assets acquired and liabilities assumed:
Cash and cash equivalents		$	40,272
Accounts receivable			119,380
Accounts receivable - less: RespondQ receivable from iTrackr			(6,000	)
Prepaid expenses and other current assets			2,121
Property and equipment			15,424
Other long-term assets - Deposits			3,500
Accounts payable			(267,939	)
Accounts payable - less: Owed to iTrackr by RespondQ			21,747
Subtotal RespondQ net liabilities assumed						(71,495	)
Amount of purchase price allocated to identifiable intangible assets						1,424,000
Amount of purchase price allocated to goodwill						1,143,242
Net assets acquired					$	2,495,747

Consideration paid:
5 million shares of common stock		$	2,380,000
Issuance of 2 promissory notes			100,000
Receivable by RespondQ from iTrackr	1)		(6,000	)
Receivable by iTrackr from RespondQ	2)		21,747
Total consideration					$	2,495,747

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.56

During the year ended December 31, 2010 and 2009, the Company recognized $0 and $24,169, respectively, of compensation expense related to stock options. From inception to date, the Company has recognized $178,844 of compensation expense related to stock options.

NOTE J – MERGER

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

The Merger was accounted for as a “reverse merger,” as the stockholders of iTrackr, Inc. owned a majority of the outstanding shares of Must Haves, Inc. common stock immediately following the Merger. iTrackr, Inc. was deemed to be the acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations of iTrackr, Inc. prior to the Merger are reflected in the financial statements and have been recorded at the historical cost basis of iTrackr, Inc. Our financial statements, after completion of the Merger, include the assets and liabilities of both Must Haves, Inc. and iTrackr, Inc. We accounted for the merger under recapitalization accounting whereby the equity of the acquiring enterprise (iTrackr, Inc.) is presented as the equity of the combined enterprise and the capital stock account of the acquiring enterprise is adjusted to reflect the par value of the outstanding stock of the legal acquirer (Must Haves, Inc.) after giving effect to the number of shares issued in the business combination (1,303,638 shares). Shares retained by the legal acquirer (Must Haves, Inc. 1,303,638 shares) are reflected as an issuance as of the reverse merger date (January 12, 2010) for the historical amount of the net assets of the acquired entity which is in this case is a net liability of $27,515.

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.

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.

iTrackr Systems, Inc.

~~(Formerly Must~~Notes ~~Haves,~~to ~~Inc.)~~Consolidated Financial Statements

~~Notes to~~For ~~Financial~~the ~~Statements~~Years Ended December 31, 2011 and 2010

~~For the~~NOTE ~~Years~~L ~~Ended~~– ~~December~~MERGER ~~31, 2010 and 2009~~(Continued)

The summarized ~~balance~~assets ~~sheet~~and liabilities of ~~Must~~the ~~Haves~~purchased company (RespondQ, ~~Inc.~~LLC) on ~~January~~July 12, ~~2010~~2011 ~~was~~were as follows:

Cash	$	95
				Merger				Adjusted
Other current assets		1,562
	RespondQ			Eliminations				RespondQ
	$	1,657
Assets
Current liabilities	$	29,172
Current Assets
Total stockholders’ equity		(27,515	)
Cash	$	40,272		$	-			$	40,272
	$	1,657
Accounts receivable		119,380			(6,000	)	1)		113,380
Prepaid expenses		2,121			-				2,121
Total Current Assets		161,773			(6,000	)			155,773
Fixed assets		17,326			-				17,326
Accumulated depreciation		(1,902	)		-				(1,902	)
Net fixed assets		15,424			-				15,424
Deposits		3,500			-				3,500
Total Assets	$	180,697		$	(6,000	)		$	174,697
Liabilities and Members' Equity
Current Liabilities
Accounts payable and accrued expenses	$	267,939		$	(21,747	)	2)	$	246,192
Total Current Liabilities		267,939			(21,747	)			246,192
Members' Equity
Members' Equity		50,000			-				50,000
Retained deficit		(137,242	)		15,747				(121,495	)
Total Members' Equity		(87,242	)		15,747				(71,495	)
Total Liabilities and Members' Equity	$	180,697		$	(6,000	)		$	174,697

47__________

1) Due from iTrackr for expenses paid by RespondQ on behalf of iTrackr.

2) Due to iTrackr pursuant to the Master "Click2Chat Software as a Service" Management Services Agreement dated November 1, 2011.

iTrackr Systems, Inc.

~~(Formerly Must~~Notes ~~Haves,~~to ~~Inc.)~~Consolidated Financial Statements

~~Notes to~~For ~~Financial~~the ~~Statements~~Years Ended December 31, 2011 and 2010

~~For the~~NOTE ~~Years~~L ~~Ended~~– ~~December~~MERGER ~~31, 2010 and 2009~~(continued)

~~NOTE~~The Jcondensed –pro ~~MERGER~~ forma results of operations for the nine months ended September 30, 2011 (~~Continued~~including the results of operations for RespondQ, LLC from January 1, 2011 through July 12, 2011 (Date of Merger)) and the year ended December 31, 2009 and 2008 were as follows:

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

iTrackr Systems, Inc.

Pro Forma Consolidated Statements of Operations

~~Unaudited Pro~~For ~~Forma~~the ~~Statements~~Years ofEnded ~~Operations~~December 31, 2011, 2010 and 2009

For the Year ended December 31, 2009 and 2008

	Year Ended December 31, 2011									Year Ended December 31, 2010									Year Ended December 31, 2009
	iTrackr			RespondQ						iTrackr			RespondQ						iTrackr			RespondQ
	Actual			Actual			Pro Forma			Actual			Actual			Pro Forma			Actual			Actual			Pro Forma

Revenue	$	462,842		$	648,211		$	1,111,053		$	85,576		$	121,484		$	207,060		$	7,493		$	-		$	7,493
Cost of Sales		212,202			528,318			740,520			-			105,322			105,322			-			-			-
Gross profit		250,640			119,893			370,533			85,576			16,162			101,738			7,493			-			7,493

Operating expenses
Selling, General and administrative		511,418			105,810			617,228			436,506			36,762			473,268			305,093			10,343			315,436
Operations		71,557			101,545			173,102			145,626			-			145,626			235,907			-			235,907
Product development		203,738			-			203,738			-			9,435			9,435			4,796			7,500			12,296
Depreciation and amortization		275,930			1,902			277,832			35,482			-			35,482			33,508			-			33,508
Stock compensation		39,700			-			39,700			483,459			-			483,459			99,169			-			99,169

Total operating expenses		1,102,343			209,257			1,311,600			1,101,073			46,197			1,147,270			678,473			17,843			696,316

Loss from operations		(851,703	)		(89,364	)		(941,067	)		(1,015,497	)		(30,035	)		(940,210	)		(670,980	)		(17,843	)		(688,823	)

Other Income and (Expense)
Interest expense		(25,901	)		-			(25,901	)		(16,313	)		-			(16,313	)		(90,462	)		-			(90,462	)
Other expense		-			-			-						-			-			(163,000	)		-			(163,000	)
Other income		-			-			-			29,172			-			29,172			-			-			-
Total other income and expense		(25,901	)		-			(25,901	)		12,859			-			12,859			(253,462	)		-			(253,462	)
Earnings before taxes		(877,604	)		(89,364	)		(966,968	)		(1,002,638	)		(30,035	)		(927,351	)		(924,442	)		(17,843	)		(942,285	)
Provision for income taxes		-			-			-			-			-			-			-			-			-
NET LOSS	$	(877,604	)	$	(89,364	)	$	(966,968	)	$	(1,002,638	)	$	(30,035	)	$	(927,351	)	$	(924,442	)	$	(17,843	)	$	(942,285	)

Weighted average shares outstanding-basic		23,351,643									20,036,477									14,632,513
Shares issued for acquisition								5,000,000									5,000,000									5,000,000
Total weighted average shares outstanding								28,351,643									25,036,477									19,632,513

Net loss per common share-basic	$	(0.04	)				$	(0.03	)	$	(0.05	)				$	(0.04	)	$	(0.06	)				$	(0.05	)

	Year Ended									Year Ended
	December 31, 2009									December 31, 2008
				Must									Must
	iTrackr, Inc.			Haves, Inc.						iTrackr, Inc.			Haves, Inc.
	Actual			Actual			Pro Forma			Actual			Actual			Pro Forma
REVENUES
Sales	$	7,493		$	130		$	7,623		$	4,419		$	3,757		$	8,176
Cost of revenue		-			-			-			-			1,018			1,018
Gross profit		7,493			130			7,623			4,419			2,739			7,158
OPERATING EXPENSES		610,973			31,997			642,970			1,274,718			51,765			1,326,483
Income (loss) from operations		(603,480	)		(31,867	)		(635,347	)		(1,270,299	)		(49,026	)		(1,319,325	)
OTHER INCOME AND EXPENSES
Interest 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 outstanding
Basic and diluted		14,632,513						14,632,513			13,934,023						13,934,023
Shares to be issued for acquisition					1,303,638			1,303,638	1)					1,303,638			1,303,638
Total Weighted average common shares outstanding								15,936,151									15,237,661
Net (loss) per common share (basic and diluted)							$	(0.06	)							$	(0.09	)

_______

~~1) Represents~~* ~~Must~~Includes ~~Haves~~the unaudited results of operations for RespondQ, ~~Inc.~~LLC ~~pre~~from ~~merger~~January ~~shares~~1, ~~outstanding~~2011 through the dateof Merger on July 12, 2011.

4858

iTrackr Systems, Inc.

~~(Formerly Must~~Notes ~~Haves,~~to ~~Inc.)~~Consolidated Financial Statements

~~Notes to~~For ~~Financial~~the ~~Statements~~Years Ended December 31, 2011 and 2010

~~For the~~NOTE ~~Years~~M ~~Ended~~- ~~December~~INCOME ~~31, 2010 and 2009~~TAXES

~~NOTE~~No Jprovision –for ~~MERGER (Continued)~~income taxes was recorded in the periods presented due to tax losses incurred in each period. The income tax provision differs from the amount computed by applying the statutory income tax rate of 34% to pre-tax loss as follows:

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

	December 31,
	2011			2010
Deferred tax assets:
Net operating loss carryforwards	$	4,165,890		$	3,288,954
Statutory tax rate		34	%		34	%
Gross deferred tax assets		1,416,403			1,118,244
Valuation allowance		(1,416,403	)		(1,118,244	)
Net deferred tax asset	$

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