U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2011~~2012

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

Commission File No. 0-52810

ITRACKR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Florida		05-0597678
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
1191 E Newport Center Drive Suite PH-D Deerfield Beach, FL		33442
(Address of principal executive offices)		(Zip Code)
(561) 213-4458 (Registrant’s telephone number, including area code)

(888) 505-9796

(Registrant’s telephone number, including area code)

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

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

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

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

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At ~~November~~April 125, ~~2011~~2012 the registrant had outstanding 2628,~~452~~593,~~360~~613 shares of common stock, no par value per share.

ITRACKR SYSTEMS, INC.

FORM 10-Q

TABLE OF CONTENTS

		PAGE	~~PAGE~~
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of September 30, 2011 (Unaudited) and December 31, 2010			1
	Consolidated Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011	1
	Consolidated Statements of Operations (Unaudited) For the Three And Nine Months Ended September 30, 2011 and 2010			2
	Consolidated Statements of Operations (Unaudited) For the Three Months Ended March 31, 2012 and 2011	2
	Consolidated Statement of Stockholders' Equity (Unaudited) For the Nine Months Ended September 30, 2011			3
	Consolidated Statement of Stockholders' Equity (Unaudited) For the Three Months Ended March 31, 2012 and the Year Ended December 31, 2011	3
	Consolidated Statements of Cash Flows (Unaudited) For the Three and Nine Months Ended September 30, 2011 and 2010			4
	Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2012 and 2011	4
	Notes to Consolidated Financial Statements (Unaudited)	5-11		~~5-14~~
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12-18		15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19		20
Item 4.	Controls and Procedures	19		20
Item 4(T).	Controls and Procedures	19		21
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	21		23
Item 1A.	Risk Factors	21		23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21		23
Item 3.	Defaults Upon Senior Securities	21		23
Item 4.	~~Submission~~Mine ofSafety ~~Matters to a Vote of Security Holders~~Disclosures	21		23
Item 5.	Other Information	21		23
Item 6.	Exhibits	22		24
Signatures		23		25

~~Item~~ITEM 1. ~~Financial~~ ~~Statements~~FINANCIAL STATEMENTS.

iTrackr Systems, Inc.
Consolidated Balance Sheets

	September 30,			December 31,
	March 31,			December 31,
	2011			2010
	2012			2011
	(Unaudited)			(Audited)
Assets	(Unaudited)			(Audited)
Assets
Current Assets
Cash	$	4446,~~963~~333		$	9130,~~051~~139
Accounts receivable (Note B)		~~163~~137,~~786~~852			24125,~~335~~376
Other current assets		210,~~122~~124			-2,121
Total Current Assets		~~210~~194,~~871~~309			33257,~~386~~636
Fixed assets (Note C)		~~221~~238,~~635~~399			~~206~~238,~~211~~399
Accumulated depreciation		(~~168~~189,~~702~~973	)		(~~142~~179,~~339~~104	)
Net fixed assets		5248,~~933~~426			6359,~~872~~295
Deposits		3,500			-3,500
Intangible assets (Note K)		1,424,000			-
Intangible assets (Note E)		1,424,000			1,424,000
Intangible asset amortization		(95382,~~666~~667	)		-(239,165	)
Goodwill (Note K)		1,143,242			-
Goodwill (Note E)		1,143,242			1,143,242
Total Assets	$	2,~~738~~430,~~880~~810		$	972,~~258~~648,508
Liabilities and Stockholders' Equity (Deficit)
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable & accrued expenses (Note D)	$	~~377~~361,~~893~~755		$	~~108~~346,~~051~~304
Accrued Compensation (Note D)		827,000			639,500
Accrue payroll (Note D)		952,000			889,500
Accrued Interest payable (Note E)		3445,~~658~~342			1536,~~949~~946
Convertible promissory notes (Note E)		~~156~~130,000			5670,000
Promissory notes - related party (Note E)		~~192~~222,812			~~192~~222,812
Total Current Liabilities		1,~~588~~711,~~363~~909			1,~~012~~565,~~312~~562
Total Liabilities		1,~~588~~711,~~363~~909			1,~~012~~565,~~312~~562
Stockholders' Equity (Deficit) (Note F)
Stockholders' Equity (Note F)
Common stock, no par value 100,000,000 shares authorized; issued and outstanding 25,819,997 and 20,319,997 at September 30, 2011 and December 31, 2010, respectively.		5,707,338			3,142,538
Common stock, no par value 100,000,000 shares authorized; issued and outstanding 28,343,613 and 27,843,613 at March 31, 2012 and December 31, 2011, respectively.		6,165,642			6,055,642
Common stock payable		-			37,500
Accumulated deficit		(5,446,741	)		(4,972,696	)
Accumulated deficit		(4,556,821	)		(4,095,092	)
Total Stockholders' Deficit		718,901			1,082,946
Total Stockholders' Equity (Deficit)		1,150,517			(915,054	)
Total Liabilities and Stockholders' Equity	$	2,430,810		$	2,648,508
Total Liabilities and Stockholders' Equity (Deficit)	$	2,738,880		$	97,258

The accompanying notes are an integral part of these financial statements

iTrackr Systems, Inc. Consolidated Statements of Operations (Unaudited) For the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011

	Three Months Ended						Nine Months Ended
	Three Months Ended March 31,
	September 30,						September 30,
	2012			2011
	2011			2010			2011			2010
Revenue	$	138,247		$	46,250
Revenue	$	231,783		$	17,285		$	324,859		$	35,860
Cost of sales		83,844			-
Cost of sales		129,893			-			129,893			-
Gross profit		54,403			46,250
Gross profit		101,890			17,285			194,966			35,860
Operating expenses
Operating expenses
Selling, General and administrative		199,260			112,289
Selling, General and administrative		158,760			97,880			375,726			296,131
Operations		47,623			-
Operations		32,692			27,548			32,692			48,406
Product development		58,798			49,651
Research and development		40,390			17,068			135,241			80,740
Depreciation and amortization		154,371			8,695
Depreciation and amortization		104,781			8,808			122,027			26,731
Total operating expenses		460,052			170,635
Stock compensation		(37,500	)		45,000			(27,700	)		475,959
Loss from operations		(405,649	)		(124,385	)
Total operating expenses		299,123			196,304			637,986			927,967
Other Income and (Expense)
Loss from operations		(197,233	)		(179,019	)		(443,020	)		(892,107	)
Interest expense		(8,396	)		(5,445	)
Other Income and (Expense)
Amortization of beneficial conversion feature		(60,000	)		-
Interest expense		(7,758	)		(3,996	)		(18,709	)		(11,157	)
Total other income and expense		(68,396	)		(5,445	)
Total other income and expense		(7,758	)		(3,996	)		(18,709	)		(11,157	)
Earnings before taxes		(474,045	)		(129,830	)
Earnings before taxes		(204,991	)		(183,015	)		(461,729	)		(903,264	)
Provision for income taxes		-			-
Provision for income taxes		-			-			-			-
Net loss	$	(474,045	)	$	(129,830	)
NET LOSS	$	(204,991	)	$	(183,015	)	$	(461,729	)	$	(903,264	)
Net (loss) per common share basic	$	(0.02	)	$	(0.01	)
Net (loss) per common share basic	$	(0.008	)	$	(0.009	)	$	(0.021	)	$	(0.045	)
Weighted average common shares outstanding basic		28,018,955			20,319,997
Weighted average common shares outstanding basic		25,203,558			20,319,997			22,024,106			19,896,836
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:
The average shares listed below were not included in the computation of diluted losses
Warrants		705,333			2,105,333
per share because to do so would have been antidilutive for the periods presented:
Stock options		3,380,000			5,505,000
Warrants		1,605,333			2,905,333			1,605,333			2,565,116
Convertible promissory notes		2,694,710			1,608,809
Stock options		5,505,000			5,505,000			5,505,000			5,505,000
Convertible promissory notes		574,910			-			563,672			-

The accompanying notes are an integral part of these financial statements

iTrackr Systems, Inc. Consolidated Statement of Stockholders' ~~Deficit~~Equity (Unaudited) For the ~~Nine~~Three Months Ended ~~September~~March 3031, 2012 and the Year Ended December 31, 2011

	Common Stock											Total
	Number of								Accumulated			Stockholders'
	Shares			Amount		Payable			(Deficit)			Equity (Deficit)
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		~~500~~900,000			~~175~~215,000								~~175~~215,000
Fair market value of warrants modified					9,800								9,800
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										(~~461~~877,~~729~~604	)		(~~461~~877,~~729~~604	)
BALANCES September 30, 2011		25,819,997		$	5,707,338	$	-		$	(4,556,821	)	$	1,150,517
BALANCES December 31, 2011		27,843,613		$	6,055,642	$	-		$	(4,972,696	)	$	1,082,946
Stock issued upon option exercise		500,000			50,000								50,000
Amortization of beneficial conversion feature					60,000								60,000
Net loss										(474,045	)		(474,045	)
BALANCES March 31, 2012		28,343,613		$	6,165,642	$	-		$	(5,446,741	)	$	718,901

The accompanying notes are an integral part of these financial statements

iTrackr Systems, Inc. Consolidated Statements of Cash Flows (Unaudited) For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2011			2010
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~461~~474,~~729~~045	)	$	(~~903~~129,~~264~~830	)
Adjustments to reconcile net loss
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
to net cash provided (used) by operating activities:
Depreciation and amortization		154,371			8,695
Depreciation and amortization		122,027			26,731
Amortization of beneficial conversion feature		60,000
Compensation expense on fair value of warrants issued		9,800			270,459
Stock compensation expense		(37,500	)		205,500
Common stock issued for accrued interest		-			466
Common stock issued for accounts payable		-			32,000
Changes in operating accounts:
Accounts receivable		(2612,~~071~~476	)		(81,~~392~~830	)
Other current assets		-(8,003	)		~~1,562~~-
Accounts payable and accrued expenses		2415,~~651~~451			~~156~~42,~~817~~594
Accrued compensation		~~187~~62,500			-62,500
Accrued interest		188,~~709~~396			-5,445
CASH USED BY OPERATING ACTIVITIES		(~~162~~193,~~613~~806	)		(~~218~~8,~~121~~766	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Change in working capital due to merger		(16,747	)		-
Acquisition of furniture and equipment		-			-
Cash acquired in merger		40,272			95
CASH PROVIDED BY INVESTING ACTIVITIES		-			-
CASH PROVIDED BY INVESTING ACTIVITIES		23,525			95
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of stock warrants		-			50,000
Issuance of common stock for cash		50,000			-
Issuance of common stock for cash		175,000			100,000
Proceeds from promissory notes		60,000			-
Repayment of promissory notes		-			(25,000	)
CASH PROVIDED BY FINANCING ACTIVITIES		110,000			-
Proceeds from promissory notes		-			67,000
NET INCREASE (DECREASE) IN CASH		(83,806	)		(8,766	)
Proceeds from related party notes		-			31,000
CASH, beginning of period		130,139			9,051
CASH PROVIDED BY FINANCING ACTIVITIES		175,000			223,000
CASH, end of period	$	46,333		$	285
NET INCREASE (DECREASE) IN CASH		35,912			4,974
CASH, beginning of period		9,051			3,223
CASH, end of period	$	44,963		$	8,197
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	$	(37,500	)	$	205,500
Value of Common Stock issued for accrued interest	$	-		$	466
Value of Common Stock issued for debt principle	$	-		$	42,000
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

ITRACKR SYSTEMS, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED MARCH 31, 2012 AND 2011

~~Note~~NOTE A -~~Organization~~ ORGANIZATION AND GOING CONCERN

Basis of Presentation

The unaudited financial statements of iTrackr Systems, Inc. as of ~~September~~March 3031, ~~2011~~2012 and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, ~~2010~~2011 as filed with the Securities and Exchange Commission as part of our Form 10-K/A. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Organization

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

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

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

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. The purchase price for the Units was an aggregate of five million (5,000,000) shares of restricted common 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.

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 and sales and marketing activities, the Company has sustained operating losses since inception and has an accumulated deficit of $45,~~556~~446,~~821~~741 and $4,~~095~~972,~~092~~696 at ~~September~~March 3031, ~~2011~~ 2012 and December 31, ~~2010~~2011, respectively. In addition, the Company has negative working capital of $1,~~377~~517,~~492~~600 and $~~978~~1,307,926 at ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011, 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

ITRACKR SYSTEMS, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED MARCH 31, 2012 AND 2011

~~The~~NOTE ~~Company~~A ~~has~~- ~~and~~ORGANIZATION ~~will~~AND ~~continue~~GOING toCONCERN 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.(Continued)

~~Concentrations~~Going ~~of credit risk~~Concern

capital or in achieving profitable operations. The ~~Company~~financial ~~performs~~statements ~~ongoing~~do ~~credit~~not ~~evaluations~~include ofany ~~its~~adjustments ~~customers. At~~relating ~~September~~to ~~30,~~the ~~2011,~~recoverability ~~two~~and ~~customers~~classification ~~accounted~~of ~~for~~recorded ~~95%~~asset ~~(59%~~amounts or amounts and ~~36%)~~classification of ~~accounts~~liabilities ~~receivable~~that might result from this uncertainty.

During the three months ended September 30, 2011, two customers accounted for 94% (64% and 30%) of sales. During the nine months ended September 30, 2011, three customers accounted for 95% (50%, 23% and 22%) of sales.

NOTE B – ACCOUNTS RECEIVABLE

The accounts receivable balance of $~~163~~137,~~786~~852 and $125,376 as of ~~September~~March 3031, 2012 and December 31, 2011, respectively, is reported at the gross amount without an allowance. The Company has not experienced any significant bad debts to date. ~~However,~~ ~~the~~Bad ~~Company~~debts are written off once collectability is judged to be unlikely. We periodically ~~reviews~~review accounts receivable for collectability and will create an allowance for bad debts if ~~the~~our analysis so warrants. No accounts were written off during the three months ended March 31, 2012.

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers. At March 31, 2012, two customers accounted for 94% (78% and 16%) of accounts receivable.

During the three months ended March 31, 2012, two customers accounted for 90% (64% and 26%) of sales.

NOTE C – FIXED ASSETS

~~Fixed~~As of March 31, 2012, fixed assets consisted of the following:

	September 30,			December 31,
	March 31,			December 31,
	2011			2010
	2012			2011
Computers and office equipment	$	90107,~~681~~445		$	78107,~~974~~445
Software		129,235			~~127~~129,~~237~~235
Leasehold improvements		1,719			1,719
Total fixed assets		~~221~~238,~~635~~399			~~206~~238,~~211~~399
Accumulated depreciation		(~~168~~189,~~702~~973	)		(~~142~~179,~~339~~104	)
Fixed assets, net	$	5248,~~933~~426		$	6359,~~872~~295

During the three months ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011, the Company recognized $910,~~115~~869 and $8,~~808~~695, respectively in depreciation expense. ~~During the nine months ended September 30, 2011 and 2010, the Company recognized $9,115 and $26,731, respectively in depreciation expense.~~

NOTE D –- ~~ACCOUNTS~~GOODWILL ~~PAYABLE~~ AND ~~ACCRUED~~INTANGIBLE ~~PAYROLL~~ASSETS

~~Accounts~~As ~~payable~~a ~~and~~result ~~accrued~~of ~~expenses~~the atpurchase ~~September~~of 30RespondQ, ~~2011~~LLC ~~consisted~~on ofJuly ~~$50~~12,~~500~~ of2011, ~~health~~the ~~insurance~~Company ~~premium~~recognized ~~reimbursement due to John Rizzo~~$1, ~~CEO~~424,000 ~~for~~of ~~which~~intangible ~~two~~assets ~~payments~~and ~~totaling~~ $61,~~500~~143,242 ~~were~~of ~~made~~goodwill, ~~during~~which ~~2011~~represents ~~with~~the noexcess ~~other~~of ~~payments~~the ~~made~~purchase ~~since~~price ~~January~~over ~~2007,~~the ~~$62,323~~fair value of ~~professional~~net ~~services~~tangible and ~~$265,070~~intangible ofassets ~~trade payables~~acquired.

~~Accounts~~Total ~~payable~~intangible ~~and accrued expenses at December 31~~assets, ~~2010~~which ~~consisted~~are ofbeing ~~$48~~amortized,~~000~~ ofand ~~health~~goodwill ~~insurance~~consists ~~premium reimbursement due to John Rizzo, CEO, $48,397~~ of ~~professional~~the ~~services and $11,654 of trade payables.~~following:

Accrued compensation 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 cash payments.

	March 31, 2012
	Gross Carrying		Accumulated					Net Book
	Amount		Amortization			Impairment		Value
Customer relationships	$	324,000	$	(216,000	)	$	-	$	108,000
Purchased technology		750,000		(166,667	)		-		583,333
Marketing related		350,000		-			-		350,000
Goodwill		1,143,242		-			-		1,143,242
Total	$	2,567,242	$	(382,667	)	$	-	$	2,184,575

ITRACKR SYSTEMS, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED MARCH 31, 2012 AND 2011

NOTE ED –- ~~NOTES~~GOODWILL AND INTANGIBLE ASSETS (Continued)

~~Promissory~~The ~~Notes~~customer –relationship ~~3rd~~intangible ~~Party~~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. Amortization expense related to intangible assets was $143,502 during the three months ended March 31, 2012.

	September 30,		December 31,
	2011		2010
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		25,000
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		25,000
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		6,000
Totals		56,000		56,000

NOTE E – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

~~During~~Accounts ~~the~~payable ~~nine~~and ~~months~~accrued ~~ended~~expenses ~~September~~at 30March 31, ~~2011~~2012 consisted of $11,180 ~~the~~of ~~Company~~health ~~did~~insurance ~~not~~premium ~~receive~~reimbursement ~~any~~due ~~loan~~to ~~proceeds~~John orRizzo, ~~make~~former ~~any~~CEO, ~~payments~~$54,664 ~~against~~of ~~the~~professional ~~above~~services ~~outstanding~~and ~~notes~~$295,911 of trade payables.

~~During~~Accounts ~~the~~payable ~~year~~and ~~ended~~accrued expenses at December 31, ~~2010,~~2011 ~~the~~consisted ~~Company~~of ~~1) received~~ $179,~~000~~180 inof ~~exchange~~health ~~for~~insurance ~~two~~premium ~~convertible~~reimbursement ~~notes~~due ~~that~~to ~~were~~John ~~also converted along with the $25~~Rizzo,~~102~~ offormer ~~notes outstanding on December 31~~CEO, ~~2009,~~for 2)which ~~received~~six apayments ~~short term loan~~ totaling $2550,~~000~~820 ~~that~~were ~~was~~made ~~repaid~~during ~~seven~~2011 ~~days~~with ~~later,~~no ~~and~~other 3)payments ~~received~~made ~~$56,000~~since inJanuary ~~exchange for promissory notes that accrue interest at eight (8%) and nine (9%) per annum (see table above). In total~~2007, ~~during the year ended December 31, 2010, the Company received~~ $9837,~~000~~471 of ~~notes,~~professional ~~repaid~~services ~~$25,000~~ and ~~converted~~ $42299,~~466,~~653 ~~including $42,000~~ of ~~principle~~trade ~~and $466 of accrued interest into 121,332 shares of common stock~~payables.

OnAccrued ~~our~~compensation ~~non~~of ~~related~~$952,000 ~~party~~and ~~notes payable~~$889,500 ~~the~~as ~~Company~~of ~~recognized~~March ~~interest~~31, ~~expense~~2012 ~~during~~and ~~the~~December ~~three~~31, ~~months~~2011, ~~ended~~respectively, ~~September~~represents ~~30,~~amounts ~~2011~~accrued and ~~2010~~unpaid as of ~~$1,192~~the related balance sheet date and ~~$376~~due to our former CEO, ~~respectively~~John ~~compared~~Rizzo. Pursuant to ~~the~~Mr. ~~nine~~Rizzo’s ~~months~~employment ~~ended~~agreement(s) ~~September~~effective 30each year starting in January 2007, ~~2011~~the Company has been and ~~2010~~is ofobligated ~~$3,538~~to pay Mr. Rizzo and annual salary of $~~376~~250, ~~respectively~~000. AsMr. ofRizzo, ~~September~~received 305,000,000 ~~2011~~shares ~~and~~in ~~December~~lieu ~~31,~~of ~~2010,~~salary for the ~~Company~~fiscal ~~has~~year ~~outstanding~~ended $4December 31,~~607~~ 2007 and $~~694~~90,000 ~~respectively,~~in ofcash ~~accrued~~payments ~~interest~~during ~~due~~2009. Mr. ~~under~~Rizzo ~~the~~has ~~notes~~received ~~above~~no other salary based cash payments.

~~Promissory~~NOTE ~~Notes~~F -– ~~Related Party~~NOTES

	September 30,		December 31,
Convertible Promissory Notes – 3rd Party	March 31,		December 31,
	2011		2010
	2012		2011
Note payable convertible into common stock (conversion price 50% below
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	$	70,000
the previous 10 day average closing price) upon default, bears interest at
On January 9, 2012, The company issued a convertible promissory note in the amount of $60,000. Ther terms of the note provide for interest at 12% per annum, maturity date of July 1, 2012 and is convertible into shares of the Company at a fixed conversion price of $0.15 per share. The Company determined that the Note was issued with a beneficial conversion feature (“BCF”) due to the conversion price ($0.15) being less than the closing stock price of $0.50 on the date of issuance, and the conversion feature being in-the-money. Thus, the BCF has been determined based on the gross note amount, and recorded as a discount to reduce the carrying value of the note and increase additional-paid-in-capital. The Company calculated the initial BCF on the closing date of the transaction to be $140,000 using the intrinsic value method. Since this amount is greater than the $60,000 value of the note, the Company reduced the initial carry value of the note to zero effectively recording a BCF of $60,000 as additional-paid-in-capital. The BCF discount was expensed when the note became convertible which was on the date of issuance.	$	60,000	$	-
9% per year, Matured July 1, 2011	$	192,812	$	192,812

On our related party note payable, the Company recognized interest expense during the three months ended September 30, 2011 and 2010 of $4,374 and $3,620, respectively compared to the nine months ended September 30, 2011 and 2010 of $12,979 and $5,911, respectively. As of September 30, 2011 and December 31, 2010, the Company has outstanding $27,859 and $14,879, respectively, of accrued interest due under the note above.

NOTE F – STOCKHOLDERS EQUITY

Preferred Stock

The Company has authorized 10,000,000 shares of no par value preferred stock available for issuance. No shares of preferred stock have been issued as of September 30, 2011.

Common Stock

The Company has authorized 100,000,000 shares of no par value common stock available for issuance. 25,819,997 shares have been issued as of September 30, 2010.

ITRACKR SYSTEMS, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED MARCH 31, 2012 AND 2011

NOTE F – NOTES (Continued)

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.

On our non-related party notes payable, the Company recognized interest expense during the three months ended March 31, 2012 and 2011of $3,323 and $1,530, respectively. As of March 31, 2012 and December 31, 2011, the Company had outstanding $6,621 and $3,299, respectively, of accrued interest due for non-related party notes payable.

Promissory Notes - Related Party	March 31,
	2012		2011
Note payable to Bluewater Advisors, Inc. a company wholly owned by John Rizzo, our former 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	$	30,000

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 former CEO, John Rizzo and originated as part of the purchase price paid for RespondQ, LLC.

On our related party notes payable, the Company recognized interest expense during the three months ended March 31, 2012 and 2011 of $5,074 and $4,279, respectively. As of March 31, 2012 and December 31, 2011, the Company has outstanding $38,721 and $33,647, respectively, of accrued interest due under the notes above.

NOTE G – STOCKHOLDERS EQUITY

Preferred Stock

The Company has authorized 10,000,000 shares of no par value preferred stock available for issuance. No shares of preferred stock have been issued as of March 31, 2012.

Common Stock Issued - Summary

The Company has authorized 100,000,000 shares of no par value common stock available for issuance. During the year ended December 31, 2011, the Company issued 7,543,616 shares of common stock, including 5,000,000 as a part of the RespondQ, LLC purchase. During the three months ended March 31, 2012, the Company issued 500,000 shares of common stock bringing the balance of shares outstanding to 28,343,613 as of March 31, 2012 compared to 27,843,613 and 20,319,997 as of December 31, 2011 and 2010, respectively.

Stock Issued for Debt Repayment

NoDuring ~~stock~~the ~~was~~three ~~issued~~months toended ~~repay~~March ~~any~~31, ~~debt~~2012, ~~during~~no ~~the~~shares ~~nine~~were ~~months~~issued ~~ended~~in ~~September~~connection ~~30,~~with ~~2011~~the conversion of debt.

During the year ended December 31, ~~2010~~2011, the Company converted $4256,000 of principle and $~~466~~4,904 of accrued interest into ~~121~~243,~~332~~616 shares of restricted common stock.

Stock Issued for Cash

During the nine months ended September 30, 2011, the company received $175,000 and issued 500,000 shares upon the exercise of a warrant.

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 in Merger

During the three months ended September 30, 2011 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, which reflects the closing price of the Company’s common stock ($0.56) on the date of the purchase adjusted for a 15% discount due to the restriction placed on the stock and resulting lack of liquidity (See Note K - MERGER below)

Stock Issued for Services

No stock was issued in exchange for services during the nine months ended September 30, 2011. However, 125,000 shares that were to be issued to a former employee were canceled and related expense of $37,500 reversed in the current period.

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

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

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

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

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

Stock issued for Accounts Payable

No stock was issued in exchange for accounts payable during the nine months ended September 30, 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 H below)

During the nine months ended September 30, 2011 and the year ended December 31, 2010, no option activity occurred.

ITRACKR SYSTEMS, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~NOTE~~THREE GMONTHS –ENDED ~~WARRANTS~~MARCH 31, 2012 AND 2011

AtNOTE ~~September~~G ~~30,~~– ~~2011,~~STOCKHOLDERS ~~the~~EQUITY ~~Company had 1,605,333 Warrants outstanding entitling the holder thereof the right to purchase one share of common stock for each warrant held as follows:~~(Continued)

			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		500,000	$	0.35	12/31/15
3/1/2010		1,000,000	$	0.10	10/31/11
Total		1,605,333

Stock Issued for Cash

During the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, ~~on May 20, 2011,~~ the Company ~~modified~~issued ~~the above warrant dated February 5, 2010 to reduce the conversion price from $0.40 per share to $0.35 per share on the original warrant total of 1,000,000 shares. The owner of the warrant exercised~~ 500,000 ~~warrants in exchange for 500,000~~ shares of common stock ~~and~~upon ~~paid~~ the ~~Company~~exercise ~~$175,000. As a result~~ of ~~the~~options ~~modification, the Company determined the difference in the fair value of the warrants using the Black-Scholes Options Pricing Model~~ and ~~recorded~~received $950,~~800 of stock compensation expense~~000.

During the year ended December 31, ~~2010~~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.

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

·During ~~Received~~the ~~$50,000~~three ~~upon~~months ~~the~~ended ~~exercise~~March of31, a2012, ~~warrant~~the ~~and~~Company ~~issued~~did ~~166,666~~not issue any shares ofin ~~restricted~~exchange ~~common~~for ~~stock~~services.

·During ~~Received~~the year ended December 31, 2011, the Company issued 100,000 in exchange for services valued at $5043,350 and rendered during 2011. Also, 125,000 ~~upon~~shares ~~the~~that ~~sale~~were ofto abe ~~warrant~~issued to ana ~~accredited~~former ~~investor~~employee were canceled and related expense of $37,500 reversed in the current period.

·NOTE ~~Canceled~~H ~~two~~– ~~warrants totaling 800,000 shares as a result of expiration.~~WARRANTS

~~All~~At ~~the~~March ~~warrants issued through December~~ 31, ~~2010 are classified as equity on our balance sheet as they require physical settlement~~2012, ~~contain~~the noCompany ~~performance~~had ~~contingencies~~705,333 ~~have~~Warrants aoutstanding ~~fixed~~entitling ~~exercise price and are exercisable by~~ the holder atthereof ~~any time through~~ the ~~expiration~~right ~~date~~to ofpurchase ~~the~~one ~~warrant. Each~~share ~~warrants fair value was calculated on the date~~ of ~~grant~~common ~~using~~stock ~~the~~for ~~Black-Scholes~~each ~~Option Pricing Model. The fair value of the warrants issued was $320,459 offset by the $50,000~~ warrant ~~sale~~held ~~resulting~~as ~~in $270,459 of net stock compensation expense.~~follows:

NOTE H – 2007 LONG-TERM EQUITY INCENTIVE PLAN

			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

InDuring ~~June~~the ~~2007~~year ended December 31, 2011, the ~~Board~~holder of ~~Directors~~the of3/1/2010 warrant in the table above exercised 400,000 warrants resulting in $40,000 to the company. Additionally, the Company ~~adopted~~modified one outstanding warrant to reduce the ~~2007~~exercise ~~Long-Term~~price ~~Equity~~in ~~Incentive~~order ~~Plan~~to induce the holder to exercise. Specifically, for 1,000,000 warrants the exercise price was reduced from $0.40 to $0.35. The ~~purpose~~holder ofthen ~~this~~exercised ~~Plan~~500,000 iswarrants resulting in $175,000 to ~~attract~~the ~~and~~Company. ~~retain~~Then, ~~directors~~later in the year, ~~officers~~in ~~and~~order ~~other~~to ~~employees~~induce ofthe ~~iTrackr~~same ~~Systems~~holder to exercise the remaining 500,000 ~~Inc.~~warrants, ~~and~~the ~~its~~Company ~~Subsidiaries~~decreased ~~and~~the exercise price from $0.35 to ~~provide~~$0.20. The holder then exercised 500,000 warrants resulting in $100,000 to ~~such~~the ~~persons~~Company. ~~incentives~~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 ~~rewards~~recorded $9,800 and $24,050 of stock compensation expense for ~~performance~~the first and second modifications, respectively.

~~The~~All ~~Company may issue each of~~ the ~~following~~warrants ~~under~~issued ~~this~~through ~~Plan:~~March ~~Incentive Option~~31, ~~Nonqualified~~2012 ~~Option,~~are ~~Stock~~classified ~~Appreciation~~as ~~Right,~~equity ~~Restricted~~on ~~Stock~~our ~~Award~~balance orsheet ~~Performance~~as ~~Stock~~they ~~Award. The~~require ~~Plan~~physical ~~was ratified at the 2007 shareholder’s meeting (the "Effective Date"). No Incentive Option~~settlement, ~~Nonqualified~~contain ~~Option,~~no ~~Stock~~performance ~~Appreciation Right~~contingencies, ~~Restricted~~have ~~Stock~~a ~~Award~~fixed orexercise ~~Performance~~price ~~Stock~~and ~~Award~~are ~~shall~~exercisable beby ~~granted pursuant to~~ the ~~Plan~~holder ~~ten~~at ~~years~~any ~~after~~time through the ~~Effective~~expiration ~~Date. The~~date ~~total number~~ of ~~shares available under~~ the ~~Plan is Fifteen Million (15,000,000)~~warrant. NoEach ~~Plan~~warrants ~~participant~~fair ~~will~~value bewas ~~granted~~calculated ~~the~~on ~~right, in~~ the ~~aggregate,~~date ~~for~~of ~~more~~grant ~~than~~using ~~Two~~the ~~Million~~Black-Scholes ~~(2,000,000) Common~~Option ~~Shares~~Pricing ~~during any calendar year~~Model.

Stock Options

During the nine months ended September 30, 2011, no option activity occurred.

ITRACKR SYSTEMS, INC

~~ITRACKR~~NOTES ~~SYSTEMS,~~TO ~~INC~~CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED MARCH 31, 2012 AND 2011

NOTE I – 2007 LONG-TERM EQUITY INCENTIVE PLAN

~~NOTES~~In TOJune ~~FINANCIAL~~2007 ~~STATEMENTS~~the Board of Directors of the Company adopted the 2007 Long-Term Equity Incentive Plan (~~Unaudited~~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.

~~Stock~~We ~~Options~~measure ~~(Continued)~~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.

During the ~~year~~three months ended ~~December~~March 31, ~~2010~~2012, the Company ~~made~~issued ~~one grant of 250~~500,000 ~~fully~~shares ~~vested~~of common stock ~~options. The~~pursuant ~~options~~to ~~value~~option ~~was~~exercises ~~nominal~~resulting asin 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~~50,000 ~~expected~~to ~~term;~~the ~~1.5 years and exercise price; $0.25.~~Company

~~The~~During ~~following~~the ~~table~~year ~~summarizes~~ended December 31, 2011, the Company's issued 800,000 shares of common stock pursuant to option ~~activity~~exercises ~~for~~resulting ~~the~~in ~~nine~~$80,000 ~~months~~to ~~ended~~the ~~September~~Company, 30and canceled 825,000 ~~2011:~~options that expired due to termination of services by the related parties and their failure to exercise their respective options.

	September 30, 2011
	Shares		Weighted Average Exercise Price
Outstanding at beginning of year		5,505,000	$	0.18
Granted		-		-
Forfeited		-		-
Exercised		-		-
Outstanding at end of quarter		5,505,000	$	0.18
Options exerciseable at June 30, 2011		5,505,000

The following table summarizes information about options outstanding at March 31, 2012:

The following table summarizes information about the Company's stock options outstanding at September 30, 2011:

		Options Outstanding						Options Exercisable
		Number		Weighted		Weighted				Weighted
Range of		Outstanding		Average		Average				Average
Exercise		At March 31,		Contractural		Exercise		Number		Exercise
Prices		2012		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

		Options Outstanding						Options Exercisable
		Number		Weighted		Weighted				Weighted
Range of		Outstanding		Average		Average				Average
Exercise		At September 30,		Contractural		Exercise		Number		Exercise
Prices		2011		Life (years)		Price		Outstanding		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

A summary of the Company’s stock option activity for the three months ended March 31, 2012 and the years ended December 31, 2011 and related information follows:

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.

	Number of Options			Weighted Average Exercise Price ($)		Options Exerciseable as of	Number of Options		Weighted Average Exercise Price ($)
Outstanding at December 31, 2010		5,505,000		$	0.18	December 31, 2010		5,505,000	$	0.18
Forfeitures		(825,000	)	$	0.06	December 31, 2011		3,880,000	$	0.22
Exercises		(800,000	)	$	0.10	March 31, 2012		3,880,000	$	0.22
Outstanding at December 31, 2011		3,880,000		$	0.22
Outstanding at March 31, 2012		3,880,000		$	0.22

Available for grant at March 31, 2012		2,138,001

During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2011 and ~~the year ended December 31,~~ 2010, the Company recognized $0no 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 – RELATED PARTY TRANSACTIONS

During nine months ended September 30, 2011 (through July 12, 2011), the Company generated $82,450, or 25.3% of our sales from RespondQ, LLC pursuant to the Master “Click2Chat Software as a Service” Managed Services Agreement dated November 1, 2010. Prior to the merger between RespondQ and iTrackr as described below in Note K, RespondQ, LLC was 30% owned by Idiama, LLC which is 100% owned by Mrs. Rizzo the spouse of our CEO, John Rizzo. Mrs. Rizzo has never held positions as an officer, director or otherwise in RespondQ, LLC or iTrackr Systems, Inc. and its subsidiaries.

ITRACKR SYSTEMS, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED MARCH 31, 2012 AND 2011

On NOTE ~~July~~J ~~12,~~– ~~2011,~~RELATED ~~iTrackr~~PARTY Systems, Inc. (the “Company”) 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 owns 70% of the Units and Idamia owns 30% of the Units being sold. The owner of Idamia, 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 of the Company and promissory notes in the aggregate principal amount of $100,000. The promissory notes bear interest at 10% per annum and all principal and interest is due and payable on October 12, 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.TRANSACTIONS

The ~~purchase~~Company ~~consideration~~has ~~for~~a ~~the~~note ~~RespondQ~~payable ~~Units~~outstanding ~~was~~to ~~approximately~~Bluewater $2Advisors,~~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~~Idiama, ~~was~~LLC, ~~determined~~companies ~~using~~wholly aowned ~~per~~by ~~share~~John ~~price of $0.476~~Rizzo, ~~which~~our ~~reflects~~former ~~the~~CEO ~~closing~~and ~~price~~his ofwife, ~~the Company’s common stock ($0~~respectively.~~56)~~ onSee ~~the~~NOTE ~~date~~F of- ~~the~~NOTES ~~purchase adjusted~~ for aadditional ~~15% discount due to the restriction placed on the stock and resulting lack of liquidity~~information.

~~The~~NOTE ~~accompanying~~K ~~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.COMMITMENTS

~~The~~Upon ~~unaudited~~the ~~pro~~purchase ~~forma~~of ~~financial~~RespondQ, ~~information~~LLC ison ~~presented~~July ~~for~~12, ~~informational~~2011, ~~purposes~~the ~~only~~Company ~~and~~assumed ~~does~~a ~~not~~lease ~~purport~~for tooffice ~~represent~~space ~~what~~originally ~~the~~entered ~~results~~into ofon ~~operations~~January or17, ~~financial~~2011 ~~position~~and ofexpiring ~~iTrackr~~on ~~Systems~~January 17, ~~Inc~~2012. ~~would~~We ~~have~~are ~~been~~currently ~~had~~on ~~the~~a ~~transactions~~month-to-month ~~described~~rental ~~above~~basis. ~~actually~~The ~~occurred~~lease onrequires the ~~dates~~Company ~~indicated,~~to ~~nor~~pay doall ~~they~~executory ~~purport~~costs tosuch ~~project~~as ~~the~~maintenance ~~financial~~and ~~condition~~insurance oftotaling ~~iTrackr~~approximately ~~Systems~~$2,122 ~~Inc~~per month. Rent expense for ~~any~~the ~~future~~three ~~period~~months orended asMarch of31, ~~any~~2012 ~~future~~and ~~date~~2011 was approximately $6,366 and $0, respectively.

~~The~~On ~~unaudited~~January ~~pro~~4, ~~forma~~2011, ~~financial~~the ~~information~~Company ~~should~~entered beinto ~~read~~an inEnterprise ~~conjunction~~Cloud ~~with~~Master ~~the~~Services ~~notes~~Agreement ~~hereto~~(the ~~and~~"Agreement") with ~~the~~Terremark ~~historical~~North ~~financial~~America ~~statements~~where ofTerremark ~~the~~provides ~~Company~~enterprise aslevel ~~filed~~cloud incomputing ~~its~~data ~~annual~~center ~~report~~related onservices ~~Form~~for ~~10-K/A~~our iTracker.com platform for ~~the~~an ~~year~~initial ~~ended~~period ~~December~~of ~~31,~~24 ~~2010~~months and ~~with~~automatically ~~the~~renewing ~~historical~~on ~~financial~~successive ~~statements~~12 ofmonth ~~RespondQ,~~terms ~~LLC~~unless ~~included~~terminated in90 ~~our~~days ~~report~~prior onto ~~Form~~expiration ~~8-K~~of ~~filed~~the ~~with~~then ~~the~~current ~~Securities~~term. ~~and~~The ~~Exchange~~Agreement ~~Commission~~provides onfor ~~July~~a 15monthly payment of $6,000 ~~2011~~billed ~~and~~monthly. ~~Form~~During ~~8-K/A~~the ~~filed~~three onmonths ~~July~~ended 28March 31, ~~2011~~2012, the Company recognized $12,000 of expense under this agreement.

~~The~~NOTE ~~allocation~~L of– ~~the~~SUBSEQUENT ~~purchase price, is as follows:~~EVENTS

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

Pursuant to FASB Accounting Standards Codification 855, Subsequent Events, Including ASC 855-10-S99-2, the Company evaluated subsequent events through April 30, 2012.

~~_________~~On April 11, 2012, the Company issued 250,000 shares of common stock upon the exercise of a warrant resulting in $25,000 to the Company.

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~~ITEM ~~SYSTEMS,~~2. MANAGEMENT'S ~~INC~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE K – MERGER (continued)

The summarized assets and liabilities of the purchased company (RespondQ, LLC) on July 12, 2011 were as follows:

				Merger				Adjusted
	RespondQ			Eliminations				RespondQ
Assets
Current Assets
Cash	$	40,272		$	-			$	40,272
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

__________________

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

NOTES TO FINANCIAL STATEMENTS (Unaudited)

The condensed pro forma results of operations for the nine months ended September 30, 2011 (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:

iTrackr Systems, Inc. Pro Forma Consolidated Statements of Operations For the Nine Months Ended September 30, 2011 (Unaudited) and the Years Ended December 31, 2010 and 2009 (Audited)

	Nine Months Ended September 30, 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	$	325,627		$	648,211		$	973,838		$	85,576		$	121,484		$	207,060		$	7,493		$	-		$	7,493
Cost of Sales		129,893			528,318			658,211			-			105,322			105,322			-			-			-
Gross profit		195,734			119,893			315,627			85,576			16,162			101,738			7,493			-			7,493
Operating expenses
Selling, General and administrative		375,726			105,810			481,536			436,506			36,762			473,268			305,093			10,343			315,436
Operations		32,692			101,545			134,237			145,626			-			145,626			235,907			-			235,907
Research and development		135,241			-			135,241			-			9,435			9,435			4,796			7,500			12,296
Depreciation and amortization		122,027			1,902			123,929			35,482			-			35,482			33,508			-			33,508
Stock compensation		(27,700	)		-			(27,700	)		483,459			-			483,459			99,169			-			99,169
Total operating expenses		637,986			209,257			847,243			1,101,073			46,197			1,147,270			678,473			17,843			696,316
Loss from operations		(442,252	)		(89,364	)		(531,616	)		(1,015,497	)		(30,035	)		(940,210	)		(670,980	)		(17,843	)		(688,823	)
Other Income and (Expense)
Interest expense		(18,709	)		-			(18,709	)		(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		(18,709	)		-			(18,709	)		12,859			-			12,859			(253,462	)		-			(253,462	)
Earnings before taxes		(460,961	)		(89,364	)		(550,325	)		(1,002,638	)		(30,035	)		(927,351	)		(924,442	)		(17,843	)		(942,285	)
Provision for income taxes		-			-			-			-			-			-			-			-			-
NET LOSS	$	(460,961	)	$	(89,364	)	$	(550,325	)	$	(1,002,638	)	$	(30,035	)	$	(927,351	)	$	(924,442	)	$	(17,843	)	$	(942,285	)
Weighted average shares outstanding-basic		20,432,325									20,036,477									14,632,513
Shares issued for acquisition								5,000,000									5,000,000									5,000,000
Total weighted average shares outstanding								25,432,325									25,036,477									19,632,513
Net loss per common share-basic	$	(0.02	)				$	(0.02	)	$	(0.05	)				$	(0.04	)	$	(0.06	)				$	(0.05	)

____________

* Includes the unaudited results of operations for RespondQ, LLC from January 1, 2011 through the dateof Merger on July 12, 2011.

ITRACKR SYSTEMS, INC

NOTES TO FINANCIAL STATEMENTS (Unaudited)

Pursuant to FASB Accounting Standards Codification 855, Subsequent Events, Including ASC 855-10-S99-2, the Company evaluated subsequent events through November 1, 2011.

On October 5, 2011, the Company issued 400,000 shares of common stock and received $40,000 upon the exercise of 400,000 warrants.

On October 17, 2011, the Company issued 106,444 shares of common stock upon the conversion of $26,611 of debt, including $25,000 of principle and $1,611 of accrued interest.

On October 18, 2011, the Company issued 100,000 shares of restricted common stock in exchange for consulting services valued at $43,350 and based on the closing price of our common stock on October 18, 2011 discounted 15% due to the lack of liquidity.

On October 31, 2011, the Company issued 25,920 shares of common stock upon the conversion of $6,480 of debt, including $6,000 of principle and $480 of accrued interest.

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

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

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

Recent Events

On July 12, 2011, the Company acquired 100% of the issued and outstanding membership interests of RespondQ, LLC by issuing 5 million shares of common stock and two promissory notes totaling $100,000. Please see our Form 8-K filed on July 14, 2011 with the Securities and Exchange Commission.

Overview

~~iTrackr~~We ~~Systems,~~are ~~Inc.~~an ~~(“iTrackr”,~~emerging ~~the~~ecommerce ~~“Company”, “we”, “us” or “our”) was formed in May 2006 to develop, market~~ and ~~commercialize a product and inventory search application through a~~ social ~~networking~~media ~~site~~software ~~designed to leverage the best of Internet~~ and ~~Mobile~~services ~~technologies~~company. We have ~~taken~~developed ~~the~~two ~~best~~technology ofplatforms ~~several~~branded ~~burgeoning~~as ~~markets,~~RespondQ ~~including~~(See ~~eCommerce,~~www.RespondQ.com) ~~social networking~~ and ~~mobile~~iTrackr ~~content,~~(See ~~and~~www.itrackr.com) ~~developed~~both ~~what~~of wewhich ~~believe~~enable isweb abased ~~powerful~~and ~~platform~~local ~~that~~businesses ~~drives value~~ to ~~consumers,~~increase ~~retailers~~sales ~~and~~through ~~advertising~~innovative technology and ~~marketing~~increased ~~firms~~web presence.

~~iTrackr~~Through ~~Systems~~our ~~intends~~RespondQ tochat ~~introduce~~communications ~~and~~platform, ~~commercialize~~the ~~Internet~~Company ~~and~~offers ~~Mobile~~a ~~social~~comprehensive ~~merchandizing~~suite ~~technology platforms to retailers and consumers. “Social merchandizing” applies the variety~~ of ~~traditional~~real-time, ~~marketing~~live ~~practices~~interaction totools ~~promote~~designed ~~products and services~~ to aallow ~~community~~our ofcustomers ~~individuals~~the ~~via~~information ~~social~~they ~~networking~~need ~~technologies. iTrackr~~while isinteracting ~~similar~~with topotential ~~MySpace and Facebook; however~~purchasers, including our ~~members’~~proprietary ~~interests~~chat ~~are~~application, ~~not~~live inweb ~~diary~~statistics, orlive ~~event~~visitor ~~blogging~~engaging, ~~but~~live inweb ~~the~~analytics ~~timely~~and ~~location~~real oftime ~~products~~support ~~and~~ticketing ~~services~~for ~~which~~both ~~can~~enterprise ~~be acquired~~ and ~~consumed~~single onsite ~~a local level~~users.

~~iTrackr~~In ~~Systems’~~order ~~technology enables consumers~~ to ~~search~~sustain ~~and~~RespondQ's ~~track merchandise~~growth, ~~letting~~our ~~the~~strategy ~~consumer~~is ~~know~~to ~~which~~expand ~~retail~~our ~~locations~~customer ~~in a local zip code are stocking the queried merchandise, as well as the comparative prices~~base. In ~~addition,~~To ifaccomplish ~~the 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:

InContinuation ~~2009,~~of ~~iTrackr~~building ~~purchased~~brand ~~online~~strength ~~customers~~within ~~support~~the ~~software~~home ~~technology~~services ~~from~~vertical ~~Chatstat~~while ~~for~~expanding ~~approximately~~into ~~$95,000~~New Markets. ~~iTrackr~~ ~~has~~RespondQ ~~subsequently~~continued ~~launched~~to develop its market position by increasing its client base, and expanding its offerings within its existing customer ~~support~~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 ~~software~~technologies. Several ~~(“ChatTrackr”)~~of ~~which~~these ~~facilitates~~industries ~~real-time~~include ~~customer~~but ~~support~~are not limited to; Affiliate Networks, Specialty Retail, Auto Insurance, Healthcare, Club and ~~expert~~Membership ~~advice~~Groups, Education, Government, and ~~paid~~Travel. Continuing ~~transactions~~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.

~~iTrackr~~Creating ~~generates~~the ~~revenues~~RespondQ ~~primarily~~International ~~through~~Presence. During ~~the~~2011, ~~licensing~~we ofcontinued ~~its~~our ~~ChatTrackr~~investment toin ~~Saveology~~building out new sales collateral and ~~RespondQ.~~services ~~These~~personnel ~~customers~~to ~~use~~expand our ~~application~~customer ~~service~~base. ~~provider~~We ~~(“ASP”)~~have ~~system~~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,~~term oropportunity ~~license~~for ~~fee~~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.

InContinuing ~~addition,~~to weBuild ~~offer~~Brand ~~customers~~Recognition. As a ~~hosted~~pioneer ~~ChatTrackr~~of ~~solution~~pay for performance chat solutions, ~~enabling~~RespondQ ~~them~~enjoys torecognition ~~download~~and credibility due to our ~~software~~success onwith ~~their~~companies ~~website~~like Saveology, ~~where~~Acceller ~~agents~~and ~~download~~Digital aMojo. ~~fee-based~~We ~~desktop~~strategically ~~application~~target decision makers within key vertical markets, ~~while~~leveraging wecustomer ~~manage~~successes ~~the~~to ~~service~~generate onincreased ~~our~~awareness ~~network~~and demand for anour ~~additional~~unique ~~fee~~chat technologies. ~~Examples~~ ofIn ~~websites~~addition, we ~~manage~~continue ~~include~~to ~~www~~develop relationships with the media, industry analysts and relevant business associations to reinforce our position and leadership within the industry.~~buycomcast.com~~ Our brand name is also visible to both business users and ~~www~~consumers where our software is present on a site.~~buytimewarner~~ 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”.~~com.~~ We ~~also~~believe ~~bill~~that ~~customers~~this ~~for~~high-visibility ~~maintenance~~placement ~~and~~will ~~upgrades~~continue to create brand awareness and increased demand for our ~~service~~solutions.

Our plans to grow our customer support business is to position ChatTrackr as a sales tool for online retailers, increasing fees through customer additions, traffic and through the number of agents using ChatTrackr. We intend to expand our product search business by offering this service to existing ChatTrackr customers as a means of driving further traffic to their own websites and transactional volume. Our target markets include all ecommerce businesses, financial services, healthcare and automotive.12

15Increasing 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.

Our ~~primary~~newly ~~sources~~designed ofand ~~operating~~currently ~~funds~~in ~~have~~beta ~~been~~testing ~~historically~~iTrackr ~~through~~direct deals platform represents the ~~issuance~~latest evolution of ~~debt~~the ~~and~~daily ~~equity. For~~deal ~~the~~business ~~year~~model ~~ended~~by ~~December~~combining ~~31,~~the ~~2010~~benefits weof ~~raised~~social ~~$50~~networking,~~000~~ ~~from~~daily ~~the~~deals ~~sale~~and ofcouponing onto a ~~warrant,~~technology ~~$100,000~~platform ~~from~~that ~~the~~significantly ~~sale~~enhances ofweb ~~common~~presence ~~stock~~ and ~~$139,500~~allows inboth ~~debt. For~~the local business owner and the ~~year~~consumer ~~ended~~to ~~December~~create ~~31,~~and ~~2009,~~request wepersonalized ~~raised~~discounts ~~$333,312~~on inthe ~~debt~~fly. To ~~finance~~The ~~our~~premise ~~growth~~of ~~strategy,~~iTrackr weis ~~may~~that ~~continue~~consumers toshould ~~actively~~drive ~~pursue~~discounts ~~additional~~based ~~funds~~on ~~through~~their ~~equity~~specific ~~financing,~~desires ~~including~~and ~~the~~needs ~~sale~~and ofbe ~~additional~~able ~~shares~~to ofeasily ~~common~~find ~~stock~~those ~~and~~discounts ~~debt~~any ~~financing,~~time orno amatter ~~combination~~where ~~thereof~~they are.

AtIn ~~September~~order 30, 2011, iTrackr Systems had current assets of $211,639, including cash on hand of $44,963 and accounts receivable of $163,786. For the nine months ended September 30, 2011 and the year ended December 31, 2010 the Company had revenue of $325,627 and $106,409, respectively. For the nine months ended September 30, 2011 and the year ended December 31, 2010 the Company had and net losses of $460,961 and $1,002,638, respectively, of which ($27,700) and $483,459, respectively, 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 for the next twelve months. On July 12, ~~2011, the Company purchased~~ our ~~Customer~~strategy 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 $209,517 will be sufficient to cover approximately 4-5 months of operations. Additionally, 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 provide personal funds as needed to fund our operations. During the nine months ended September 30, 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~~focus ~~committed~~on ~~to fund up to and additional $250,000. However,~~ the ~~Company~~following ~~does not expect to need the full commitment amount.~~initiatives:

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

·	populate our database with 1 million currently active merchant profiles determined by their SIC codes and continually increasing our profile base as we expand in to different local markets;

·	promote itrackr virally to enhance visibility across the social networks;

·	engage with an international B2B sales organization for outbound and direct marketing campaigns to rapidly solicit the businesses within our proprietary database to activate their profiles on iTrackr.com;

·	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. During the three months ended March 31, 2012, we raised $110,000 from the exercise of options and a convertible promissory note in the amount of $50,000 and $60,000, respectively. During 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 March 31, 2012, iTrackr Systems had current assets of $194,309, including cash on hand of $46,333 and accounts receivable of $137,852 of which $94,000 has been collected as of the date of this report. During the three months ended March 31, 2012, the Company had revenue of $138,247, and net losses of $474,045. 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 and subsequent improvements made to the related product offerings, the Company anticipates improved financial performance and increases in sales. In the near term, we expect that the cash on hand and accounts receivable totaling $184,185 will be sufficient to cover approximately 3-4 months of operations. Management is working to secure additional sales and debt and equity financing.

Impact of Inflation

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

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that ~~affect~~have a significant impact on the ~~amounts~~results ~~reported~~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 AB 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 ~~are~~require ~~considered~~us to bemake critical accounting ~~policies~~estimates, as defined below.

A critical accounting ~~policy~~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:

· Wewe 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.~~

·	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.

16Our most critical accounting estimates include:

In· ~~preparing~~the ~~our~~valuation ~~financial~~of ~~statements~~stock-based ~~to conform to accounting principles generally accepted in the United States~~compensation, wewhich ~~make~~impacts ~~estimates and assumptions that affect the amounts reported in~~ our ~~financial~~operating 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.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. WeDue to the short amount of time the Company's stock has traded, we use the Dow Jones Internet Composite Index (Ticker: FDN) from inception of the index to the date of grant as a proxy for volatility.

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

6) Stock price. ~~(see~~As ~~discussion~~quoted ~~below)~~on the OTC QB Tier.

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.

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

Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2011~~2012 Compared With the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2010~~2011.

Revenues

Revenues for the three months ended ~~September~~March 3031, ~~2011~~2012 were $~~231~~138,~~783~~247 ~~representing~~compared ato ~~$214,498 increase from~~ revenues of $1746,~~285~~250 for the three months ended ~~September~~March 3031, ~~2010~~2011. ~~Revenues~~The ~~for~~$91,997 ~~the~~or ~~nine~~198.9% ~~months~~increase ~~ended~~in ~~September~~revenue ~~30,~~is ~~2011~~primarily ~~were~~due ~~$324~~to the purchase of RespondQ,~~859~~ ~~representing~~LLC aon ~~$288~~July 12,~~999~~ ~~increase~~2011 ~~from~~and ~~revenues~~related ofsales. ~~$35,860~~Our ~~for~~sales revenue represents the ~~nine~~amounts ~~months~~charged ~~ended~~to ~~September~~our ~~30,~~customers ~~2010~~on a monthly basis pursuant to contractual arrangements. ~~The~~ ~~increase~~During inThe ~~revenue~~three ismonths ~~primarily~~ended ~~due~~March to31, ~~revenue~~2012, ~~from~~two ~~RespondQ~~customers asaccounted afor ~~result~~90% of(64% ~~the~~and ~~inclusion~~26%) of ~~its~~sales ~~operations~~compared ~~from~~to the ~~date~~three ofmonths ~~purchase~~ended onMarch ~~July~~31, 122010 where one customer, ~~2011~~RespondQ, LLC accounted for 95.9% of sales.

Cost of Revenue

During the three months ended March 31, 2012, cost of revenue was $83,844 or 60.6% of revenue resulting in a gross margin of 39.4%. 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 expenses for the three months ended September 30~~Selling, ~~2011~~General ~~were~~and ~~$299,123,~~Administrative. Our ~~an increase of $102~~selling,~~819~~ ~~from~~general ~~$196,304~~and ~~for~~administrative ~~the~~("SG&A") ~~three~~expenses ~~months~~consist ~~ended~~of ~~September~~compensation ~~30,~~and ~~2010. Total~~related ~~operating~~ expenses for ~~the~~sales, ~~nine~~executive, ~~months ended September 30~~accounting, ~~2011~~legal ~~were~~and ~~$637~~administrative personnel,~~986,~~ aas ~~decrease~~well ofas ~~$289~~office,~~981~~ ~~from~~phone, ~~$927~~rent,~~967~~ ~~for~~postage, ~~the~~banking ~~nine~~and ~~months~~related ~~ended September 30, 2010~~overhead. ~~The~~ ~~nine~~SG&A ~~month~~expenses ~~decrease~~increased inby ~~expense~~$86,971, isor ~~mainly~~77.5% ~~due~~ to ~~a year-over-year~~ $~~503~~199,~~659~~260 ~~decrease~~during in the ~~recognition~~three ofmonths ~~non-cash~~ended ~~stock~~March ~~compensation~~31, ~~primarily~~2012 ~~related~~compared to ~~the issuance of stock for services and grant of warrants, offset by an increase of approximately~~ $80112,~~000~~289 induring ~~selling,~~the ~~general~~three ~~and~~months ~~administrative~~ended ~~expense;~~March ~~$54~~31,~~000~~ ~~increase~~2011. inThis ~~research and development expenses and $95,000~~ increase ~~in depreciation and amortization which~~ is primarily ~~due~~attributable to ~~the~~increases ~~recognition~~in ofpersonnel ~~$95,666~~and ofprofessional ~~amortization~~fees ~~related~~resulting tofrom ~~the~~increased ~~allocable~~sales ~~portion~~and ofadministrative ~~the purchase price of RespondQ to identifiable intangible assets~~activities.

~~Other~~Operations. Operations ~~Income~~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 increased to $47,623 during the three months ended March 31, 2012 compared to $0 during the three months ended March 31, 2011. This increase is primarily attributable to an increase in website and related server hosting, licensing and network personnel costs.

~~Other~~Product ~~expense consists solely of interest expense related to our promissory notes~~Development. ~~Interest~~Our ~~expense~~product ~~increased~~development ~~$3,762~~expenses toconsist ~~$7,758~~primarily ~~for~~of ~~the~~compensation ~~three~~and ~~months~~related ~~ended~~expenses ~~September~~for ~~30,~~internal ~~2011~~and ~~compared~~external toproduct ~~$3,996~~development ~~for~~personnel ~~the~~and ~~three~~related ~~months~~costs. ~~ended~~Product ~~September~~development ~~30,~~expenses ~~2010. Interest expense~~ increased by $79,~~552~~147 to $1858,~~709~~798 ~~for~~during the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 compared to $1149,~~157~~651 ~~for~~during the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011. The increase is ~~due~~primarily attributable to andevelopment ~~increase in the balance~~ of ~~notes~~ ~~payable in~~ the ~~current year compared to 2010~~iTrackr.com.

~~Net~~Depreciation ~~Loss~~and Amortization. Depreciation and amortization expense was $154,371 and $8,695 during the three months ended March 31, 2012 and 2011, respectively as follows:

As a result of the foregoing, our net loss was $204,991, or $0.008 per share, for the three months ended September 30, 2011 compared to a loss of $183,015, or $0.009 per share for the three months ended September 30, 2010. Our net loss was $461,729, or $0.021 per share, for the nine months ended September 30, 2011 compared to a loss of $903,264, or $0.045 per share for the nine months ended September 30, 2010.

	March 31,
	2012		2011
Amortization	$	143,502	$	-
Depreciation		10,869		8,695
	$	154,371	$	8,695

Amortization relates primarily to acquisition costs recorded as a result of our acquisition of RespondQ, LLC in July 2011 (See NOTE D - GOODWILL AND INTANGIBLE ASSETS to our financial statements for additional disclosure).

Nonoperating Income and (Expense)

During the three months ended March 31, 2012 and 2011, interest expense totaled $8,396 and $5,445, respectively. Interest expense during the three months ended March 31, 2012 increased $2,951 compared to the same period of 2011 due to higher average loan balances outstanding during 2011 compared to 2010. Additionally, during the three months ended March 31, 2012 the Company recognized $60,000 of expense related to the beneficial conversion feature contained in the January 9, 2012 convertible promissory note (See NOTE F – NOTES to our financial statements for additional disclosure).

Net Loss and Net Loss per Share

During the three months ended March 31, 2012 and 2011, our net loss totaled $474,045 and $129,830, respectively resulting in a net loss per share of $0.02 and $0.01 during the three months ended March 31, 2012 and 2011, 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~~Our ~~inception~~available toworking ~~September~~capital ~~30,~~and ~~2011,~~capital werequirements ~~have~~will ~~incurred~~depend anupon ~~accumulated~~numerous ~~deficit of $4~~factors,~~556,821. This~~ ~~loss~~including ~~has~~the ~~been~~sale ~~incurred through a combination~~ of ~~stock~~live ~~compensation~~chat ~~of $1~~services,~~126,615,~~ ~~professional~~the ~~fees~~timing and ~~expenses~~cost ~~supporting~~of ~~our~~expanding ~~plans~~into tonew ~~develop~~markets, ~~our~~the ~~business~~cost ~~and~~of ~~brand~~developing ~~our~~competitive ~~services~~technologies, asthe ~~well~~resources asthat ~~continued operating losses. Since inception,~~ we ~~have~~devote ~~financed~~to ~~our~~developing ~~operations~~new ~~primarily~~products ~~through debt~~ and ~~equity~~commercializing ~~financing. However~~capabilities, wethe ~~cannot~~status ~~provide assurance that management will be successful in acquiring such sources~~ of ~~capital~~our ~~in the future. During the nine months ended September 30~~competitors, ~~2011~~our weability ~~had~~to aestablish ~~net~~collaborative ~~increase~~arrangements inwith ~~cash~~other ~~of $35~~organizations,~~912. Total~~ ~~cash~~and ~~resources~~our asability ofto ~~September~~attract ~~30,~~and ~~2011~~retain ~~were~~key ~~$44,963 compared with $8,197 at December 31, 2010~~employees.

~~Our~~From ~~accounts~~inception ~~payable~~to ~~and~~March ~~accrued~~31, ~~expense~~2012, ~~balance~~we athave ~~September~~incurred ~~30,~~an ~~2011~~accumulated ~~was~~deficit ~~$377,893~~of ~~and includes~~ $505,~~500~~446,741. ~~due~~This toloss ~~our~~has ~~CEO~~been ~~for~~incurred ~~unpaid~~through ~~salary~~a ~~and~~combination ~~benefits. As~~ of ~~September~~stock ~~30,~~compensation ~~2011, we have $163,786~~ of ~~accounts receivable and cash of~~ $441,~~963. Between~~194,016, ~~accounts~~professional ~~receivable~~fees and ~~cash~~expenses onsupporting ~~hand~~our weplans ~~estimate~~to ~~there~~develop isour ~~enough~~business toand ~~fund~~brand ~~approximately~~our ~~4-5~~services ~~months~~as ofwell ~~operations~~as ~~(See~~continued ~~discussion~~operating ~~below)~~losses.

~~Our~~At ~~available~~March ~~working~~31, ~~capital~~2012, ~~and~~iTrackr ~~capital~~Systems ~~requirements~~had ~~will~~current ~~depend~~assets ~~upon~~of ~~numerous factors~~$194,309, including ~~the~~cash ~~sale~~on hand of ~~live~~$46,333 ~~chat~~and ~~services~~accounts receivable of $137,852 ~~the~~compared ~~timing~~to ~~and~~accounts ~~cost~~payable ofand ~~expanding~~accrued ~~into~~expenses ~~new~~of ~~markets~~$361,755. During the ~~cost~~three ofmonths ~~developing~~ended ~~competitive~~March ~~technologies~~31, 2012, the ~~resources~~Company ~~that~~had werevenue ~~devote~~of to$138,247 ~~developing~~and ~~new~~net ~~products~~losses ~~and~~of ~~commercializing capabilities~~$474,045. iTrackr ~~the~~has ~~status~~incurred oflosses ~~our~~since ~~competitors,~~inception ~~our~~and ~~ability~~may not be able to ~~establish~~generate ~~collaborative~~sufficient ~~arrangements~~net ~~with~~revenue ~~other~~from ~~organizations,~~its ~~and~~business ~~our~~in ~~ability~~the future to ~~attract~~achieve ~~and~~or ~~retain~~sustain ~~key employees~~profitability. We The ~~believe~~Company believes that ~~approximately~~its ~~$45,000~~cash toon ~~$55,000~~hand ~~per~~is ~~month~~insufficient orto ~~$540,000~~continue tooperations ~~$660,000~~for ~~will~~the benext ~~required~~twelve tomonths. On ~~maintain~~July ~~and~~12, ~~expand~~2011, ~~our~~the ~~sales~~Company ~~and~~purchased ~~operations~~RespondQ, ~~and~~LLC. ~~cover~~With ~~our~~the ~~operating~~purchase ~~and~~of ~~public~~RespondQ ~~company~~and ~~administrative~~subsequent ~~expenses~~improvements ~~for~~made to the ~~next~~related 12product ~~months.~~offerings, ~~These~~the ~~costs~~Company ~~are~~anticipates ~~comprised~~improved offinancial ~~wages,~~performance ~~professional~~and ~~fees,~~increases ~~communications~~in (isales.~~e.,~~ ~~cell~~In ~~phone~~the ~~and~~near ~~internet~~term, ~~service)~~we ~~internet~~expect ~~hosting~~that ~~and~~the ~~supplies. In~~cash ~~addition~~on tohand ~~covering~~and ~~our~~accounts ~~operating~~receivable ~~expenses~~totaling $184,185 wewill ~~may~~be ~~require~~sufficient ~~additional~~to ~~cash~~cover ~~resources~~approximately ~~due~~3-4 tomonths ~~changing~~of ~~business~~operations. ~~conditions~~Management oris ~~other~~working ~~future~~to ~~developments,~~secure ~~including~~additional ~~any~~sales ~~acquisitions~~and wedebt ~~may~~and ~~decide~~equity ~~to pursue~~financing.

19Net cash used by operating activities was $193,806 for the three months ended March 31, 2012 as compared to $8,766 for the three months ended March 31, 2011.

~~With~~No ~~the acquisition of RespondQ, the Company expects to receive approximately $30,000 to $40,000 per month in gross profit compared to approximately $35,000 to $40,000 per month in required minimum~~ cash ~~outflows. Due~~was toprovided our limited operating history, we cannot estimate the level of future sales and may not generate enough cash to cover our required minimum cash outflows. In order to expand our sales efforts we will gradually need approximately $45,000 to $55,000 per month. The difference between the required minimum cash outflows of $35,000 to $40,000 per month and $45,000 to $55,000 per month primarily represents the salaries of 2 to 3 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~~used ~~based~~by ~~financing~~investing activities for ~~which we are currently in discussions. In~~ the ~~event~~three ~~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 nine~~ months ended ~~September~~March 3031, ~~2011~~2012 noor ~~borrowings from Mr~~2011. 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 amount.

Net cash ~~used~~provided by ~~operating~~financing activities was $~~162~~110,~~613~~000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 as compared to $~~218,121~~0 for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011.

~~Net~~During ~~cash provided by investing activities was $23,525 for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, asiTrackr ~~compared to $95 for the nine months ended September 30~~Systems, ~~2010~~Inc.:

~~Net~~· ~~cash~~Received ~~provided by financing activities was~~ $~~175~~50,000 ~~for~~upon the ~~nine~~exercise ~~months~~of ~~ended~~options ~~September 30, 2011 as compared~~ to ~~$223~~purchase 500,000 ~~for~~shares ~~the~~of ~~nine~~restricted ~~months~~common ~~ended September 30, 2010~~stock.

During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2011, iTrackr Systems, Inc.:

· Received $~~175~~315,000 upon the ~~partial~~ exercise of awarrants ~~warrant~~to ~~and~~purchase ~~the issuance of 500~~1,400,000 shares of restricted common stock.;

· ~~Issued~~Received 5$80,000~~,000~~ ~~shares~~upon inthe ~~conjunctions~~exercise ~~with~~of ~~the~~stock options to purchase 800,000 shares of ~~RespondQ,~~restricted ~~LLC~~common stock;

~~During~~· ~~the~~Converted ~~year~~$60,904 ~~ended~~of ~~December~~notes ~~31,~~payable ~~2010,~~and ~~iTrackr~~accrued ~~Systems~~interest into 243,616 ~~Inc.:~~shares of restricted common stock;

· ~~Received~~Issued ~~$50~~100,000 shares in exchange for ~~the~~services ~~issuance~~valued ofat ~~166~~$43,~~666~~350; ~~shares of restricted common stock.~~and

· ~~Received~~Issued ~~$50~~5,000,000 ~~upon~~shares ~~the~~in ~~exercise~~conjunctions ofwith ~~warrants~~the to purchase ~~166,666 shares~~ of ~~restricted~~RespondQ, ~~common stock~~LLC.

· 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.

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

Off-Balance Sheet Arrangements

We have no material off-balance sheet transactions.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~18

~~Not~~ITEM ~~applicable~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

~~Item~~ITEM 4. ~~Controls~~ CONTROLS ~~and~~AND ~~Procedures~~PROCEDURES.

See Item 4(T) below.

~~See~~ITEM ~~Item~~ 4(T). CONTROLS ~~below~~AND PROCEDURES.

Item 4(T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of ~~September~~March 3031, ~~2010~~2012, under the direction of the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a — 15(e) under the Securities Exchange Act of 1934, as amended. Based on the evaluation of these controls and procedures required by paragraph (b) of Sec. 240.13a-15 or 240.15d-15 the disclosure controls and procedures have been found to be ineffective.

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the securities Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Internal Control Over Financial Reporting

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of ~~September~~March 3031, ~~2011~~2012. In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. In management’s assessment of the effectiveness of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management concluded as of the end of the ~~period~~fiscal year covered by this Annual Report on Form 10-K, due to a lack of segregation of duties that our internal control over financial reporting has not been effective. However, at this time, our resources and size prevent us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. Management will periodically reevaluate this situation. If the volume of business increases and sufficient capital is secured, it is the Company’s intention to further increase staffing to mitigate the current lack of segregation of duties within the general, administrative and financial functions.

~~This~~Our ~~report~~Board ~~does~~of ~~not~~Directors ~~include~~were anadvised ~~attestation~~by ~~report~~Bedinger ofand Company, our independent registered public accounting firm, ~~regarding~~that ~~internal~~during ~~control~~their ~~over~~performance ~~financial~~of ~~reporting. Management’s~~audit ~~report~~procedures ~~was~~for ~~not~~the ~~subject~~year toended ~~attestation~~December by31, ~~our~~2011 ~~registered~~and ~~public~~2010, ~~accounting~~they ~~firm~~have ~~pursuant~~identified toa ~~temporary~~material ~~rules~~weakness ofas ~~the~~defined ~~Securities~~in ~~and~~Public ~~Exchange~~Accounting ~~Commission~~Oversight ~~that~~Board ~~permit~~Standard usNo. to5 ~~provide~~in ~~only~~our ~~management’s~~internal ~~report~~control inover ~~this~~financial ~~prospectus~~reporting. Our auditors have identified the following material weaknesses in our internal control over financial reporting as of December 31, 2011:

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

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this prospectus.

Changes in Internal Controls

Management of the Company has evaluated, with the participation of the Chief Executive Officer of the Company, any change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended ~~September~~March 3031, ~~2011~~2012. There was no change in the Company’s internal control over financial reporting identified in that evaluation that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, other than what has been reported above.

Limitations on the Effectiveness of Controls and Other Matters

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Risk Factor Related to Controls and Procedures

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. 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.

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PART II -- OTHER INFORMATION

~~Item~~ITEM 1. ~~Legal~~ LEGAL ~~Proceedings~~PROCEEDINGS.

Not applicable.

~~Item~~ITEM 1a1A. ~~Risk~~ RISK ~~Factors~~FACTORS.

Not applicable.

~~Item~~ITEM 2. ~~Unregistered~~ UNREGISTERED ~~Sales~~SALES ofOF ~~Equity~~EQUITY ~~Securities~~SECURITIES ~~and~~AND ~~Use~~USE ofOF ~~Proceeds~~PROCEEDS.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, the company received $~~175~~50,000 and issued 500,000 shares upon the exercise of aan ~~warrant and issued 5,000,000 shares in conjunction with the purchase of RespondQ, LLC described in the notes to the financial statements above~~option.

~~Item~~ITEM 3. ~~Defaults~~ DEFAULTS ~~Upon~~UPON ~~Senior~~SENIOR ~~Securities~~SECURITIES.

Not applicable.

~~Item~~ITEM 4. ~~Submission~~ MINE ofSAFETY ~~Matters to a Vote of Security Holders~~DISCLOSURES.

Not applicable.

~~Item~~ITEM 5. ~~Other~~ OTHER ~~Information~~INFORMATION.

Not applicable.

2321

~~Item~~ITEM 6. ~~Exhibits~~ EXHIBITS.

Exhibit No.		Identification of Exhibit
31.1*		Certification of ~~John~~Jacobo ~~Rizzo~~Melcer, Chief Executive Officer ~~and Chief Financial Officer~~ of iTrackr Systems, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of John Rizzo, Chief Executive Officer and Chief Financial Officer of iTrackr Systems, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Justin Frere, Chief Financial Officer of iTrackr Systems, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Jacobo Melcer, Chief Executive Officer of iTrackr Systems, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Justin Frere, Chief Financial Officer of iTrackr Systems, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

________

* Filed Herewith

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

_____

* Filed Herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

2422

SIGNATURES

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

	ITRACKR SYSTEMS, INC.
Date: November 8, 2011	By:	/s/ John Rizzo
Date: May 2, 2011	By:	/s/ Jacobo Melcer
		John Rizzo,
		Jacobo Melcer
		Chief Executive Officer
		Interim Chairman and
		Interim Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Justin Frere
		Justin Frere, )
		Chief Financial Officer
		(Principal Financial Officer, and Principal Accounting Officer

By: /s/ John Rizzo John Rizzo, Chief Financial Officer

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

Signature	Title	Date
/s/ John Rizzo	Chief Executive Officer, Chief Financial Officer and Director	November 8, 2011
/s/ Jacobo Melcer	Interim Chairman and Interim Chief Executive	May 2, 2012
Jacobo Melcer	Officer (Principal Executive Officer)
/s/ Justin Frere	Chief Financial Officer (Principal Financial	May 2, 2012
Justin Frere	,Officer and Principal Accounting Officer)

2523

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