POS AM 1 itrackr_posam.htm FORM POS AM itrackr_posam.htm
As filed with the Securities and Exchange Commission on April 27, 2012
 
Registration No. 333-166275
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
Post-Effective Amendment
 
No. 4
 
to
 
FORM S-1
 
Registration Statement
 
Under
 
The Securities Act of 1933
 
iTrackr Systems, Inc.
(Exact name of Registrant as specified in its charter)
 
Florida   2340   05-0597678
(State or other jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)   Classification Code number)   Identification No.)
 
1191 E. Newport Center Drive, Suite PH-D
Deerfield Beach, FL 33442
 (888) 505-9796
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
Jacobo Melcer
Interim Chairman
iTrackr Systems, Inc.
1191 E. Newport Center Drive, Suite PH-D Deerfield Beach, FL 33442
 
(888) 505-9796
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
Joel D. Mayersohn
350 East Las Olas Boulevard,
Suite 1150
Fort Lauderdale, FL 33301
(954) 462-4150
(954) 462-4260 (Facsimile)
 
Approximate date of commencement of proposed sale to the public:
 
From time to time after the Registration Statement becomes effective.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.  o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement number for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer 
o
Accelerated filer 
o
Non-accelerated filer 
o
Smaller reporting company
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EXPLANATORY NOTE

      This post-effective amendment no. 4 is being filed solely to include the consent of our auditors at Exhibit 23 and should be read in conjunction with the Company's POS AM No. 3 filed with the Securities and Exchange Commission on April 19, 2012.



 
 

 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 16. Exhibits
 
The Exhibits listed on the Exhibit Index of this Registration Statement are filed herewith or are incorporated herein by reference to other filings. 
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Deerfield Beach, Florida on the 27th  day of April, 2012.
 
iTrackr Systems, Inc.  
     
By:
/s/ Jacobo Melcer  
  Jacobo Melcer  
  Interim Chief Executive Officer  
     
By:
/s/ Justin Frere  
  Justin Frere  
  Chief Financial Officer  
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Name
 
Title
 
Date
         
/s/ Jacobo Melcer
 
Interim Chairman and Interim Chief Executive Officer
 
April 27, 2012 
Jacobo Melcer        
         
         
/s/ Justin Frere
 
Chief Financial Officer and
  April 27, 2012
Justin Frere
 
Principal Accounting Officer
   
         
         
/s/ Michael Uhl
 
Director
 
April 27, 2012
Michael Uhl
  
 
  
 
 
 
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EXHIBIT INDEX
 
Exhibit
   
Number
 
Description
     
3.1
 
Restated Articles of Incorporation of iTrackr Systems, Inc.*
     
3.2
 
By-laws of iTrackr Systems, Inc.*
     
4
 
Form of Share Certificate*
     
5
 
Legal opinion of Roetzel and Andress, LPA.*
     
10.1
 
Agreement and Plan of Merger. Previously filed as Exhibit 2.1 with Form 8-K on December 16, 2009, Commission File No. 000-21810; incorporated herein by reference.
     
10.2
 
Form of 2010 Employment Agreement entered into with John Rizzo (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2010).*
     
10.3
 
Form of 2010 Employment Agreement entered into with Ramesh Anand (incorporated by reference from Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2010).
     
10.4
 
Form of 2007 Long-Term Equity Incentive Plan (incorporated by reference from Exhibit 10.7 to the current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2010).
     
10.5
 
Saveology Contract.  Previously filed in the Company’s S-1/A on August 17, 2010, incorporated herein by reference.
     
10.6
 
Bluewater note pursuant to Item 601(b)(10)(i) and (ii)(A) of Regulation S-K.  Previously filed in the Company’s S-1/A on August 17, 2010, incorporated herein by reference.
     
10.7
 
Respond Q, LLC Contract.*
     
12.8
 
Membership Interest Purchase Agreement between iTrackr Systems, Inc., Idamia, LLC and Iselsa II dated July 12, 2011. Previously filed as exhibit 10.1 in the Company’s Report on Form 8-K filed July 15, 2011 and incorporated herein by reference.
     
14
 
Code of Ethics. Previously filed as Exhibit 14.1 with Form 10-K, on March 31, 2008, incorporated herein by reference.
     
19.1
 
Pro Forma Financial Statements as a result of the RespondQ, LLC Purchase.  Previously filed as exhibit 99.2 in the Company’s Report on Form 8-K filed July 15, 2011 and incorporated herein by reference.
     
21
 
iTrackr Systems, Inc. subsidiary - iTrackr, Inc.*
     
23
 
Consent of Auditors
     
23.2
  
Legal Consent*
 
* Previously filed as an exhibit to this Registration Statement.
 
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