<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the Quarterly Period Ended September 30, 2005

                                       OR

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

              For the transition period from ___________ to _________

                        Commission file number 000-23740

                              INNOTRAC CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Georgia                                       58-1592285
--------------------------------------------------------------------------------
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                     Identification Number)

       6655 Sugarloaf Parkway Duluth, Georgia                        30097
   ---------------------------------------------------------------------------
      (Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code: (678) 584-4000

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) Yes [ ] No [X]

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                               Outstanding at November 10, 2005

Common Stock $.10 par value per share                       12,280,610 Shares

<PAGE>

                              INNOTRAC CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>                                                                                                     <C>
Part I.  Financial Information

       Item 1.   Financial Statements:

                   Condensed Consolidated Balance Sheets at
                   September 30, 2005 (Unaudited) and December 31, 2004                                    3

                   Condensed Consolidated Statements of Operations for the
                   Three Months Ended September 30, 2005 and 2004 (Unaudited)                              4

                   Condensed Consolidated Statements of Operations for the
                   Nine Months Ended September 30, 2005 and 2004 (Unaudited)                               5

                   Condensed Consolidated Statements of Cash Flows for the
                   Nine Months Ended September 30, 2005 and 2004 (Unaudited)                               6

                   Notes to Condensed Consolidated Financial Statements (Unaudited)                        7

       Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations    12

       Item 3.   Quantitative and Qualitative Disclosure About Market Risks                               21

       Item 4.   Controls and Procedures                                                                  21

Part II.  Other Information

       Item 6.   Exhibits                                                                                 22

Signatures                                                                                                23
</TABLE>

                                        1
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

The following condensed consolidated financial statements of Innotrac
Corporation, a Georgia corporation ("Innotrac" or the "Company"), have been
prepared in accordance with the instructions to Form 10-Q and, therefore, omit
or condense certain footnotes and other information normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America. In the opinion of management, all
adjustments are of a normal and recurring nature, except those specified as
otherwise, and include those necessary for a fair presentation of the financial
information for the interim periods reported. Results of operations for the
three and nine months ended September 30, 2005 are not necessarily indicative of
the results for the entire year ending December 31, 2005. These financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's 2004 Annual Report on
Form 10-K, which is available on our website at www.innotrac.com.

                                        2
<PAGE>

                              INNOTRAC CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                SEPTEMBER 30, 2005  DECEMBER 31, 2004
                                                                                ------------------  -----------------
                                                                                    (UNAUDITED)
<S>                                                                             <C>                 <C>
                                     ASSETS
Current assets:
     Cash and cash equivalents................................................. $            3,803  $           1,377
     Accounts receivable (net of allowance for doubtful accounts of $1,049 at
         September 30, 2005 and $1,624 at December 31, 2004)...................             12,846             18,405
     Inventory.................................................................              4,131              2,662
     Prepaid expenses and other................................................              1,627              1,986
                                                                                ------------------  -----------------
               Total current assets............................................             22,407             24,430
                                                                                ------------------  -----------------

Property and equipment:
     Rental equipment..........................................................                454                556
     Computer software and equipment...........................................             29,732             29,034
     Furniture, fixtures and leasehold improvements............................              5,038              4,957
                                                                                ------------------  -----------------
                                                                                            35,224             34,547
     Less accumulated depreciation and amortization............................            (25,318)           (22,048)
                                                                                ------------------  -----------------
                                                                                             9,906             12,499
                                                                                ------------------  -----------------

Goodwill.......................................................................             25,169             25,169
Other assets, net..............................................................              1,116              1,275
                                                                                ------------------  -----------------

               Total assets.................................................... $           58,598  $          63,373
                                                                                ==================  =================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable.......................................................... $            4,292  $           6,023
     Line of credit............................................................                  -              3,063
     Accrued expenses and other................................................              3,127              2,630
                                                                                ------------------  -----------------
               Total current liabilities.......................................              7,419             11,716
                                                                                ------------------  -----------------
Noncurrent liabilities:
         Other noncurrent liabilities..........................................              1,039              1,098
                                                                                ------------------  -----------------
                   Total noncurrent liabilities................................              1,039              1,098
                                                                                ------------------  -----------------

Commitments and contingencies (see Note 5)

Shareholders' equity:
     Preferred stock:  10,000,000 shares authorized, $0.10 par value,
             no shares issued or outstanding...................................                  -                  -
         Common stock:  50,000,000 shares authorized, $0.10 par value,
             12,278,610 (2005) and 11,948,743 (2004) shares issued and
             outstanding.......................................................              1,228              1,195
     Additional paid-in capital................................................             65,895             64,644
     Accumulated deficit.......................................................            (16,983)           (15,280)
                                                                                ------------------  -----------------
               Total shareholders' equity......................................             50,140             50,559
                                                                                ------------------  -----------------

               Total liabilities and shareholders' equity...................... $           58,598  $          63,373
                                                                                ==================  =================
</TABLE>

            See notes to condensed consolidated financial statements.

                                        3
<PAGE>

Financial Statements-Continued

                              INNOTRAC CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED SEPTEMBER 30,
                                                         2005            2004
                                                    -------------   ----------------
                                                     (UNAUDITED)      (UNAUDITED)
<S>                                                 <C>             <C>
Revenues........................................... $      17,543   $         17,631
Cost of revenues...................................         8,695              8,756
                                                    -------------   ----------------
                 Gross profit......................         8,848              8,875
                                                    -------------   ----------------

Operating expenses:
     Selling, general and administrative expenses..         8,535              7,931
     Depreciation and amortization.................         1,091              1,283
                                                    -------------   ----------------
           Total operating expenses................         9,626              9,214
                                                    -------------   ----------------
                 Operating (loss)..................          (778)              (339)
                                                    -------------   ----------------

Other expense:
      Interest expense.............................            18                 63
                                                    -------------   ----------------
                  Total other expense..............            18                 63
                                                    -------------   ----------------
(Loss) before income taxes.........................          (796)              (402)
Income taxes.......................................             -                  -
                                                    -------------   ----------------

                 Net (loss)........................ $        (796)  $           (402)
                                                    =============   ================

(Loss) per share:

       Basic....................................... $       (0.06)  $          (0.03)
                                                    =============   ================

       Diluted..................................... $       (0.06)  $          (0.03)
                                                    =============   ================

Weighted average shares outstanding:

       Basic.......................................        12,277             11,905
                                                    =============   ================

       Diluted.....................................        12,277             11,905
                                                    =============   ================
</TABLE>


           See notes to condensed consolidated financial statements.

                                       4
<PAGE>

Financial Statements-Continued

                              INNOTRAC CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                      NINE MONTHS ENDED SEPTEMBER 30,
                                                          2005              2004
                                                      -----------        -----------
                                                      (UNAUDITED)        (UNAUDITED)
<S>                                                   <C>                <C>
Revenues ..........................................   $    55,724         $   57,433
Cost of revenues ..................................        28,328             26,670
                                                      -----------         ----------
                 Gross profit .....................        27,396             30,763
                                                      -----------         ----------

Operating expenses:
     Selling, general and administrative expenses..        25,421             26,574
     Depreciation and amortization ................         3,551              3,905
                                                      -----------         ----------
           Total operating expenses ...............        28,972             30,479
                                                      -----------         ----------
                 Operating (loss) income ..........        (1,576)               284
                                                      -----------         ----------

Other expense:
      Interest expense ............................           127                234
                                                      -----------         ----------
                  Total other expense .............           127                234
                                                      -----------         ----------
(Loss) income before income taxes .................        (1,703)                50

Income taxes ......................................             -                  -
                                                      -----------         ----------

                 Net (loss) income ................   $    (1,703)        $       50
                                                      ===========         ==========

(Loss) income per share:

       Basic ......................................   $     (0.14)        $     0.00
                                                      ===========         ==========

       Diluted ....................................   $     (0.14)        $     0.00
                                                      ===========         ==========

Weighted average shares outstanding:

       Basic ......................................        12,167             11,843
                                                      ===========         ==========

       Diluted ....................................        12,167             12,540
                                                      ===========         ==========
</TABLE>

            See notes to condensed consolidated financial statements.

                                        5

<PAGE>

Financial Statements-Continued

                              INNOTRAC CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                      NINE MONTHS ENDED SEPTEMBER 30,
                                                                                         2005                 2004
                                                                                      -----------         -----------
                                                                                      (UNAUDITED)         (UNAUDITED)
<S>                                                                                   <C>                 <C>
Cash flows from operating activities:
     Net (loss) income .............................................................. $    (1,703)        $        50
     Adjustments to reconcile net (loss) income to net cash provided by
         operating activities:
     Depreciation and amortization ..................................................       3,551               3,905
     Loss on disposal of fixed assets ...............................................          12                 106
     (Decrease) increase in allowance for doubtful accounts .........................        (508)                447
     Amortization of deferred compensation ..........................................           -                  68
     Changes in operating assets and liabilities:
         Decrease (increase) in accounts receivable .................................       6,066              (1,820)
         (Increase) decrease in inventory ...........................................      (1,469)              6,285
         Decrease (increase) in prepaid expenses and other ..........................         348              (1,690)
         (Decrease) increase in accounts payable ....................................      (1,731)                138
         Increase in accrued expenses and other .....................................         492                 924
                                                                                      -----------         -----------
              Net cash provided by operating activities .............................       5,058               8,413
                                                                                      -----------         -----------

Cash flows from investing activity:
     Capital expenditures ...........................................................        (800)             (2,112)
                                                                                      -----------         -----------
              Net cash used in investing activities .................................        (800)             (2,112)
                                                                                      -----------         -----------

Cash flows from financing activities:
     Net repayments under line of credit ............................................      (3,063)             (7,455)
     Repayment of capital lease and other obligations ...............................         (54)                (65)
     Loan fees paid .................................................................           -                 (15)
     Stock reacquired to settle employee stock bonus withholding tax obligation .....           -                (286)
     Exercise of employee stock options .............................................       1,285                 748
                                                                                      -----------         -----------
               Net cash used in financing activities ................................      (1,832)             (7,073)
                                                                                      -----------         -----------

Net increase (decrease) in cash and cash equivalents ................................       2,426                (772)
Cash and cash equivalents, beginning of period ......................................       1,377               2,228
                                                                                      -----------         -----------
Cash and cash equivalents, end of period ............................................ $     3,803         $     1,456
                                                                                      ===========         ===========

Supplemental cash flow disclosures:

     Cash paid for interest ......................................................... $       145         $       261
                                                                                      ===========         ===========
</TABLE>

            See notes to condensed consolidated financial statements.

                                        6
<PAGE>
                              INNOTRAC CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

1.    SIGNIFICANT ACCOUNTING POLICIES

      The accounting policies followed for quarterly financial reporting are the
      same as those disclosed in the Notes to Consolidated Financial Statements
      included in the Company's Annual Report on Form 10-K filed with the
      Securities and Exchange Commission for the year ended December 31, 2004.
      Certain of the Company's more significant accounting policies are as
      follows:

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

      Goodwill and Other Acquired Intangibles. Goodwill represents the cost of
      an acquired enterprise in excess of the fair market value of the net
      tangible and identifiable intangible assets acquired. The Company tests
      goodwill annually for impairment as of January 1 or sooner if
      circumstances indicate.

      Impairment of Long-Lived Assets. The Company reviews long-lived assets and
      certain intangible assets for impairment when events or changes in
      circumstances indicate that the carrying amount of an asset may not be
      recoverable. Impairment would be measured based on a projected cash flow
      model. If the projected undiscounted cash flows for the asset are not in
      excess of the carrying value of the related asset, the impairment would be
      determined based upon the excess of the carrying value of the asset over
      the projected discounted cash flows for the asset.

      Accounting for Income Taxes. Innotrac utilizes the liability method of
      accounting for income taxes. Under the liability method, deferred taxes
      are determined based on the difference between the financial and tax basis
      of assets and liabilities using enacted tax rates in effect in the years
      in which the differences are expected to reverse. A valuation allowance
      was recorded against the net deferred tax asset as of December 31, 2004
      and September 30, 2005 (see Note 4).

      Revenue Recognition. Innotrac derives its revenue primarily from two
      sources: (1) fulfillment operations and (2) the delivery of call center
      services. Innotrac's fulfillment services operations record revenue at the
      conclusion of the material selection, packaging and shipping process.
      Innotrac's call center services business recognizes revenue according to
      written pricing agreements based on the number of calls, minutes or hourly
      rate basis. All other revenues are recognized as services are rendered.

                                       7

<PAGE>

                              INNOTRAC CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

      Stock-Based Compensation Plans. The Company accounts for its stock-based
      compensation plans under Accounting Principles Board Opinion No. 25,
      "Accounting for Stock Issued to Employees" ("APB 25"). Since the exercise
      price for all options granted under those plans was equal to the market
      value of the underlying common stock on the date of grant, no compensation
      cost is recognized in the accompanying condensed consolidated statements
      of operations. Had compensation cost for stock options been determined
      under a fair value based method, in accordance with Statement of Financial
      Accounting Standards No. 123, "Accounting for Stock-Based Compensation,"
      as amended by Statement of Financial Accounting Standards No. 148, the
      Company's net (loss) income and net (loss) income per share would have
      been the following pro forma amounts (in thousands, except per share
      data):

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED       NINE MONTHS ENDED
                                                      SEPTEMBER 30,            SEPTEMBER 30,
                                                 ----------------------   ---------------------
                                                   2005         2004         2005        2004
                                                 ----------   ---------   ----------   --------
<S>                                              <C>          <C>         <C>          <C>
Net (loss) income                                $    (796)   $   (402)   $  (1,703)   $     50

Pro forma net (loss)                             $  (1,155)   $   (606)   $  (2,781)   $   (561)

Basic and diluted net (loss) income per share    $   (0.06)   $  (0.03)   $   (0.14)   $   0.00

Basic and diluted pro forma net (loss) per
share                                            $   (0.09)   $  (0.05)   $   (0.23)   $  (0.05)
</TABLE>

      Under the fair value based method, compensation cost, net of tax is
      $359,000 and $204,000 for the three months ended September 30, 2005 and
      2004, respectively and $1.1 million and $611,000 for the nine months ended
      September 30, 2005 and 2004, respectively.

      During the three months ended September 30, 2005 and 2004, options
      representing 4,250 and 24,700 shares were exercised, respectively. During
      the nine months ended September 30, 2005 and 2004, options representing
      279,867 and 159,700 shares were exercised, respectively.

2.    FINANCING OBLIGATIONS

      The Company has a revolving bank credit agreement with a maximum borrowing
      limit of $25.0 million, which will mature in December 2005. Although the
      maximum borrowing limit is $25.0 million, the credit facility limits
      borrowings to a specified percentage of eligible accounts receivable and
      inventory, which totaled $9.6 million at September 30, 2005. At September
      30, 2005 the Company had $9.6 million available under the revolving credit
      agreement.

      The Company has granted a security interest in all of its assets to the
      lender as collateral under this revolving credit agreement. The revolving
      credit agreement contains various restrictive financial and change of
      ownership control covenants. Noncompliance with any of the covenants
      allows the lender to declare any outstanding borrowing amounts to be
      immediately due and payable.

      The financial covenants require the Company to maintain a minimum fixed
      charge ratio of 1.30 to 1.00. The Company's fixed charge ratio at
      September 30, 2005 was 1.36 to 1.00. Additionally, the revolving

                                       8

<PAGE>

                              INNOTRAC CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

      credit agreement contains a minimum tangible net worth requirement of
      $24.0 million. The Company's tangible net worth at September 30, 2005 was
      $24.9 million. Compliance with the minimum tangible net worth covenant and
      other financial covenants is determined on a quarterly basis.

      Interest on borrowings is payable monthly at rates equal to the prime
      rate, or at the Company's option, LIBOR plus up to 225 basis points.
      During the three months ended September 30, 2005 and 2004, the Company
      incurred interest expense related to the line of credit of approximately
      $4,000 and $50,000, respectively, resulting in a weighted average interest
      rate of 6.33% and 3.90%, respectively. During the nine months ended
      September 30, 2005 and 2004, the Company incurred interest expense related
      to the line of credit of approximately $86,000 and $174,000, respectively,
      resulting in a weighted average interest rate of 5.00% and 3.37%,
      respectively. The Company also incurred unused revolving credit facility
      fees of approximately $10,000 and $8,000 during the three months ended
      September 30, 2005 and 2004, respectively, and $34,000 and $46,000 during
      the nine months ended September 30, 2005 and 2004, respectively.

3.    EARNINGS PER SHARE

      The following table shows the shares (in thousands) used in computing
      diluted earnings per share ("EPS") in accordance with Statement of
      Financial Accounting Standards No. 128, "Earnings per Share":

<TABLE>
<CAPTION>
                                                                           Three Months          Nine Months
                                                                        Ended September 30,  Ended September 30,
                                                                         2005       2004       2005       2004
                                                                        ------     ------    -------     ------
<S>                                                                     <C>        <C>       <C>         <C>
Diluted earnings per share:
   Weighted average shares outstanding.............................     12,277     11,905     12,167     11,843
   Employee and director stock options and unvested restricted
      shares.......................................................          -          -          -        697
                                                                        ------     ------     ------     ------
    Weighted average shares assuming dilution......................     12,277     11,905     12,167     12,540
                                                                        ======     ======     ======     ======
</TABLE>

      Options outstanding to purchase 1.6 million shares of the Company's common
      stock for both the three and nine months ended September 30, 2005, and 1.7
      million shares and 87,500 shares for the three and nine months ended
      September 30, 2004, respectively, were not included in the computation of
      diluted EPS because their effect was anti-dilutive.

4.    INCOME TAXES

      Innotrac utilizes the liability method of accounting for income taxes.
      Under the liability method, deferred taxes are determined based on the
      difference between the financial and tax basis of assets and liabilities
      using enacted tax rates in effect in the years in which the differences
      are expected to reverse. A valuation allowance is recorded against
      deferred tax assets if the Company considers it is more likely than not
      that deferred tax assets will not be realized. Innotrac's gross deferred
      tax asset as of September 30, 2005 and December 31, 2004 was approximately
      $13.2 million and $12.8 million, respectively. This deferred tax asset was
      generated primarily by net operating loss carryforwards created mainly by
      a special charge of $34.3 million recorded in 2000 and the net losses
      generated in 2002 and 2003. Innotrac has a tax net operating loss
      carryforward of $31.5 million at December 31, 2004 that expires between
      2020 and 2024.

      Innotrac's ability to generate the expected amounts of taxable income from
      future operations is dependent upon general economic conditions,
      competitive pressures on sales and margins and other factors beyond

                                       9

<PAGE>

                              INNOTRAC CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

      management's control. These factors, combined with losses in recent years,
      create uncertainty about the ultimate realization of the gross deferred
      tax asset in future years. Therefore, a valuation allowance of
      approximately $10.2 million and $9.7 million has been recorded as of
      September 30, 2005 and December 31, 2004, respectively. Income taxes
      associated with future earnings will be offset by a reduction in the
      valuation allowance. For the nine months ended September 30, 2005, the
      deferred tax benefit of $600,000 was offset by a corresponding increase of
      the deferred tax asset valuation allowance. When, and if, the Company can
      return to consistent profitability, and management determines that it is
      likely it will be able to utilize the deferred tax assets prior to their
      expiration, then the valuation allowance can be reduced or eliminated.

5.    COMMITMENTS AND CONTINGENCIES

      Shareholder Rights Plan. In December 1997, the Company's Board of
      Directors approved a Shareholder Rights Plan (the "Rights Plan"). The
      Rights Plan provides for the distribution of one right for each
      outstanding share of the Company's common stock held of record as of the
      close of business on January 1, 1998 or that thereafter becomes
      outstanding prior to the earlier of the final expiration date of the
      rights or the first date upon which the rights become exercisable. Each
      right entitles the registered holder to purchase from the Company one
      one-hundredth of a share of Series A participating cumulative preferred
      stock, par value $.10 per share, at a price of $60.00 (the "Purchase
      Price"), subject to adjustment. The rights are not exercisable until ten
      calendar days after a person or group (an "Acquiring Person") buys, or
      announces a tender offer for, 15% or more of the Company's common stock.
      Such ownership level has been increased to 40% for a particular
      shareholder that owned approximately 33.3% of the shares outstanding on
      September 30, 2005. In the event the rights become exercisable, each right
      will entitle the holder to receive that number of shares of common stock
      having a market value equal to the Purchase Price. If, after any person
      has become an Acquiring Person (other than through a tender offer approved
      by qualifying members of the Board of Directors), the Company is involved
      in a merger or other business combination where the Company is not the
      surviving corporation, or the Company sells 50% or more of its assets,
      operating income, or cash flow, then each right will entitle the holder to
      purchase, for the Purchase Price, that number of shares of common or other
      capital stock of the acquiring entity which at the time of such
      transaction have a market value of twice the Purchase Price. The rights
      will expire on January 1, 2008, unless extended, unless the rights are
      earlier exchanged, or unless the rights are earlier redeemed by the
      Company in whole, but not in part, at a price of $0.001 per right. No
      shares have been issued under the Rights Plan.

      Legal Proceedings. The Company is subject to various legal proceedings and
      claims that arise in the ordinary course of business. There are no
      material pending legal proceedings to which the Company is a party.

      Employment Commitment. In June 1999, in conjunction with the opening of a
      new call center facility, the Company entered into an employment
      commitment agreement with the City of Pueblo, Colorado, whereby the
      Company received cash incentives of $968,000. These funds were accounted
      for as a reduction in the basis of the assets acquired. In return for this
      consideration, the Company is obligated to employ a minimum number of
      full-time employees at its Pueblo facility, measured on a quarterly basis.
      This obligation, which became effective June 2002, will continue through
      June 2009. In the event that the number of full-time employees fails to
      meet the minimum requirement, the Company will incur a quarterly penalty
      of $96.30 for each employee less than the minimum required amount. During
      the three and nine months ended September 30, 2005 and 2004, the Company
      did not meet the minimum employee requirements of 359 full-time employees,
      as measured on a quarterly basis, incurring a penalty of approximately
      $5,000 and $6,000 for the three months ended September 30, 2005 and 2004,
      respectively,

                                       10

<PAGE>

                              INNOTRAC CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

      and approximately $10,000 and $16,000 for the nine months ended September
      30, 2005 and 2004, respectively.

6.    RELATED PARTY TRANSACTION

      In early 2004, the Company learned that certain trading activity of the
      IPOF Group, an owner of more than 5% of the outstanding Common Stock, may
      have violated the short-swing profit rules under Section 16(b) of the
      Securities Exchange Act of 1934. The Company promptly conducted an
      investigation of the matter. On March 3, 2004, the Company and the IPOF
      Group entered into a settlement agreement regarding the potential Section
      16(b) liability issues that provides for the Company's recovery of
      $301,957, which is due no later than March 3, 2006.

      In March 2005, the Company learned that trading activity by members of the
      IPOF Group may have further violated the short-swing profit rules under
      Section 16(b). The Company promptly initiated another investigation and is
      presently engaged in discussions with the IPOF Group regarding the
      recovery by the company of disgorgeable profits of the IPOF Group pursuant
      to Section 16(b).

                                       11
<PAGE>

ITEM 2 -

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion may contain certain forward-looking statements that are
subject to conditions that are beyond the control of the Company. Actual results
may differ materially from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ include, but are
not limited to, the Company's reliance on a small number of major clients; risks
associated with the terms and pricing of our contracts; reliance on the
telecommunications and direct marketing industries and the effect on the Company
of the downturns, consolidation and changes in those industries in the past two
years; risks associated with the fluctuations in volumes from our clients; risks
associated with upgrading, customizing, migrating or supporting existing
technology; risks associated with competition; and other factors discussed in
more detail under "Business---Certain Factors Affecting Forward-Looking
Statements" in our Annual Report on Form 10-K.

OVERVIEW

Innotrac Corporation ("Innotrac" or the "Company"), founded in 1984 and
headquartered in Atlanta, Georgia, is a full-service fulfillment and logistics
provider serving enterprise clients and world-class brands. The Company employs
sophisticated order processing and warehouse management technology and operates
eight fulfillment centers and two call centers in six cities spanning all time
zones across the continental United States.

We receive most of our clients' orders either through inbound call center
services, electronic data interchange ("EDI") or the Internet. On a same-day
basis, depending on product availability, the Company picks, packs, verifies and
ships the item, tracks inventory levels through an automated, integrated
perpetual inventory system, warehouses data and handles customer support
inquiries.

Our core service offerings include the following:

      -  Fulfillment Services:
            -  sophisticated warehouse management technology
            -  automated shipping solutions
            -  real-time inventory tracking and order status
            -  purchasing and inventory management
            -  channel development
            -  zone skipping for shipment cost reduction
            -  product sourcing and procurement
            -  packaging solutions
            -  back-order management; and
            -  returns management.

      -  Customer Support Services:
            -  inbound call center services
            -  technical support and order status
            -  returns and refunds processing
            -  call centers integrated into fulfillment platform
            -  cross-sell/up-sell services
            -  collaborative chat; and
            -  intuitive e-mail response.

                                       12
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company is primarily focused on five diverse lines of business, or industry
verticals. This is a result of a significant effort made by the Company to
diversify both its industry concentration and client base over the past several
years.

BUSINESS MIX

<TABLE>
<CAPTION>
                                        Three Months Ended       Nine Months Ended
                                           September 30,            September 30,
Business Line/Vertical                   2005         2004        2005        2004
----------------------                  -----        -----       -----       -----
<S>                                     <C>          <C>         <C>         <C>
Telecommunications                       12.7%        20.8%       13.1%       20.5%
Modems                                   24.7         20.6        20.6        20.0
Retail/Catalog                           29.4         31.0        28.8        26.9
Direct Marketing                         21.1         15.7        26.5        22.0
Business-to-Business ("B2B")             12.1         11.9        11.0        10.6
                                        -----        -----       -----       -----
                                        100.0%       100.0%      100.0%      100.0%
                                        =====        =====       =====       =====
</TABLE>

Telecommunications and Modems. The Company continues to be a major provider of
fulfillment and customer support services to the telecommunications industry. In
spite of a significant contraction and consolidation in this industry in the
past several years, the Company continues to provide customer support services
and fulfillment of telephones, caller ID equipment, digital subscriber line
("DSL") and other telecommunications products to companies such as BellSouth
Corporation and Qwest Communications International, Inc. and their customers.
Inventory for our telecommunications and DSL modem clients is held on a
consignment basis, with the exception of certain BellSouth inventory for which
we are contractually indemnified, and includes items such as telephones, caller
ID equipment, DSL modems and ancillary equipment. We anticipate that the
percentage of our revenues attributable to telecommunications and DSL modem
clients will remain fairly constant for the remainder of the year due mainly to
increased volumes (but at lower margins as compared to 2004) from our DSL modem
business, which is still in a strong growth mode. The telephone and caller ID
equipment business is mature, yet steady.

Retail, Catalog and Direct Marketing. The Company also provides a variety of
these services for a significant number of retail, catalog and direct marketing
clients, including such companies as The Coca-Cola Company, Ann Taylor Retail,
Inc., Smith & Hawken, Ltd., Porsche Cars North America, Inc., Nordstrom.com LLC,
and Thane International. We take orders for our retail, catalog and direct
marketing clients via the Internet, through customer service representatives at
our Pueblo and Reno call centers or through direct electronic transmission from
our clients. The orders are processed through one of our order management
systems and then transmitted to one of our eight fulfillment centers located
across the country and are shipped to the end consumer or retail store location,
as applicable, typically within 24 hours of when the order is received.
Inventory for our retail, catalog and direct marketing clients is held on a
consignment basis, with minor exceptions, and includes items such as shoes,
dresses, accessories, books and outdoor furniture. Our revenues are sensitive to
the number of orders and customer service calls received. Our client contracts
do not guarantee volumes. Despite the end of the Tactica International, Inc.
business, which represented 2.2% and 3.6% of total revenues for the three and
nine months ended September 30, 2004, respectively, and the end of the Martha
Stewart Living Omnimedia business in March 2005, which represented 5.1% and 4.7%
of total revenues for the three and nine months ended September 30, 2004,
respectively, we anticipate that the percentage of our revenues attributable to
our retail and catalog clients will remain fairly consistent during 2005 due to
the addition of several new clients.

                                       13
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On October 21, 2004, Tactica International, Inc. ("Tactica"), one of the
Company's direct response clients, filed a voluntary petition for relief under
Chapter 11 in U.S. Bankruptcy Court. On October 25, 2004 the Bankruptcy Court
approved, on an interim basis, a Stipulation and Consent Order ("Stipulation")
entered into between Tactica and Innotrac, whereby Tactica has acknowledged the
validity of Innotrac's claim and Innotrac's first priority security interest in
and warehouseman's lien on Tactica's inventory held by Innotrac. This
Stipulation allowed Tactica to continue to sell its inventory while reducing the
receivables owed by Tactica to Innotrac. Tactica defaulted on the Stipulation
and on January 18, 2005, Innotrac issued a Notice of Default to Tactica. In
March 2005, Innotrac and Tactica reached a verbal agreement that would permit
Innotrac to liquidate the Tactica inventory in order to pay down the receivable
balance, with any excess proceeds to be remitted to Tactica. Innotrac, Tactica
and the Creditor's Committee in the Tactica bankruptcy case have reached an
agreement on the terms of the liquidation and an additional amount of the
proceeds to be remitted to the unsecured creditors of Tactica, which was
approved by the bankruptcy court on June 23, 2005. Based on this agreement and
management's estimate of the net realizable value of the inventory, the reserve
associated with the Tactica receivable was reduced from $1.2 million to $775,000
at March 31, 2005. The actual results of the liquidation could vary from this
estimate. As of November 3, 2005, one liquidation sale had been completed and
several other offers have been received with the expectation that a majority of
them will be completed by December 31, 2005. As of September 30, 2005, Tactica
owed $2.8 million in principal to Innotrac for past fulfillment and call center
services.

Business-to-Business. The Company also provides these services for
business-to-business ("B2B") clients including Books Are Fun, Ltd. (a subsidiary
of Reader's Digest), NAPA and The Walt Disney Company. This is a small, but
growing area of our business.

RESULTS OF OPERATIONS

The following table sets forth unaudited summary operating data, expressed as a
percentage of revenues, for the three and nine months ended September 30, 2005
and 2004. The data has been prepared on the same basis as the annual
consolidated financial statements. In the opinion of management, it reflects
normal and recurring adjustments necessary for a fair presentation of the
information for the periods presented. Operating results for any period are not
necessarily indicative of results for any future period.

                                       14
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial information provided below has been rounded in order to simplify
its presentation. However, the percentages below are calculated using the
detailed information contained in the condensed consolidated financial
statements.

<TABLE>
<CAPTION>
                                                               Three Months                 Nine Months
                                                           Ended September 30,          Ended September 30,
                                                            2005          2004           2005         2004
                                                           ------        -----          -----        -----
<S>                                                        <C>           <C>            <C>          <C>
Revenues.............................................       100.0%       100.0%         100.0%       100.0%
Cost of revenues.....................................        49.6         49.7           50.8         46.4
                                                            -----        -----          -----        -----
   Gross margin......................................        50.4         50.3           49.2         53.6
Selling, general and administrative expenses.........        48.6         45.0           45.6         46.3
Depreciation and amortization........................         6.2          7.2            6.4          6.8
                                                            -----        -----          -----        -----
   Operating  (loss) income..........................        (4.4)        (1.9)          (2.8)         0.5
Other expense, net...................................          .1           .4             .2           .4
                                                            -----        -----          -----        -----
    (Loss) income before income taxes................        (4.5)        (2.3)          (3.0)         0.1
Income tax benefit ..................................           -            -              -            -
                                                            -----        -----          -----        -----
   Net  (loss) income................................        (4.5)%       (2.3)%         (3.0)%        0.1%
                                                            =====        =====          =====        =====
</TABLE>

THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2004

Revenues. Net revenues decreased 0.5% to $17.5 million for the three months
ended September 30, 2005 from $17.6 million for the three months ended September
30, 2004. This decrease was primarily attributable to the termination of
services for Tactica International, Inc. and Martha Stewart Living Omnimedia
business and reduced volumes from our telecommunications vertical, offset by
revenues from several new clients and increased volumes from our direct
marketing and DSL clients.

Cost of Revenues. Cost of revenues decreased 0.7% to $8.7 million for the three
months ended September 30, 2005, compared to $8.8 million for the three months
ended September 30, 2004. The cost of revenue decrease was primarily due to a
decrease in labor expense related to the decrease in volumes from our
telecommunications vertical offset by an increase in freight and labor expense
related to the increase in volume for our direct marketing clients.

Gross Profit. For the three months ended September 30, 2005, the Company's gross
profit decreased by $27,000 to $8.8 million, or 50.4% of revenues, compared to
$8.9 million, or 50.3% of revenues, for the three months ended September 30,
2004.

Selling, General and Administrative Expenses. S,G&A expenses for the three
months ended September 30, 2005 increased to $8.5 million, or 48.6% of revenues,
compared to $7.9 million, or 45.0% of revenues, for the same period in 2004.
This net increase was primarily attributable to the fact that 2004 S,G&A expense
was lower as a result of a $576,000 reduction in the allowance for doubtful
accounts related to the Tactica receivable recorded in 2004 as a reduction to
bad debt expense. This was partially offset by a reduction of corporate salary
expense of $156,000 in 2005 as compared to 2004.

Interest Expense. Interest expense for the three months ended September 30, 2005
decreased to $18,000, compared to $63,000 for the same period in 2004. This
decrease was attributable to a reduction in borrowings from the line of credit
during the three months ended September 30, 2005 compared to the same period in
2004.

                                       15

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Income Taxes. The Company's effective tax rate for the three months ended
September 30, 2005 and 2004 was 0%. At December 31, 2003, a valuation allowance
was recorded against the Company's net deferred tax assets as losses in recent
years created uncertainty about the realization of tax benefits in future years.
Income taxes associated with losses for the three months ended September 30,
2005 and 2004 were offset by a corresponding increase of this valuation
allowance resulting in an effective tax rate of 0% for the three months ended
September 30, 2005 and 2004.

NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2004

Revenues. Net revenues decreased 3.0% to $55.7 million for the nine months ended
September 30, 2005 from $57.4 million for the nine months ended September 30,
2004. This decrease was primarily attributable to a reduction in revenue from
our telecommunications vertical as a result of reduced volumes and the
conclusion of two programs for a major client offset by a net increase in
revenues from our direct marketing and retail/catalog verticals as a result of
the addition of several new clients and increased volumes, reduced by the
termination of services for Tactica International, Inc. and Martha Stewart
Living Omnimedia.

Cost of Revenues. Cost of revenues increased 6.2% to $28.3 million for the nine
months ended September 30, 2005, compared to $26.7 million for the nine months
ended September 30, 2004. The cost of revenue increase was primarily due to an
increase in freight and labor expense related to the increase in volume for our
direct marketing clients and increased labor costs associated with increased
volumes for our retail/catalog and B2B clients.

Gross Profit. For the nine months ended September 30, 2005, the Company's gross
profit decreased by $3.4 million to $27.4 million, or 49.2% of revenues,
compared to $30.8 million, or 53.6% of revenues, for the nine months ended
September 30, 2004. This decrease in gross profit was due primarily to a change
in the business mix to clients with lower margin revenue and the addition of
several new clients whose margins have not yet reached the level of a mature
client.

Selling, General and Administrative Expenses. S,G&A expenses for the nine months
ended September 30, 2005 decreased to $25.4 million, or 45.6% of revenues,
compared to $26.6 million, or 46.3% of revenues, for the same period in 2004.
This net decrease was primarily attributable to an additional $264,000 in the
allowance for doubtful accounts related to the Tactica receivable recorded in
2004 compared to a $440,000 reduction in the allowance for doubtful accounts
related to the Tactica receivable recorded in 2005, a reduction in account
services related costs of $356,000 in 2005 as compared to 2004 and a reduction
of corporate salary expense of $430,000 in 2005 as compared to 2004, offset by
an increase in facility costs of approximately $260,000, primarily related to
the new facility opened in Delaware in the second half of 2004.

Interest Expense. Interest expense for the nine months ended September 30, 2005
decreased to $127,000, compared to $234,000 for the same period in 2004. This
decrease was attributable to a reduction in borrowings from the line of credit
during the nine months ended September 30, 2005 compared to the same period in
2004.

Income Taxes. The Company's effective tax rate for the nine months ended
September 30, 2005 and 2004 was 0%. At December 31, 2003, a valuation allowance
was recorded against the Company's net deferred tax assets as losses in recent
years created uncertainty about the realization of tax benefits in future years.
Income taxes associated with losses and earnings for the nine months ended
September 30, 2005 and 2004 were offset by a corresponding increase or reduction
of this valuation allowance resulting in an effective tax rate of 0% for the
nine months ended September 30, 2005 and 2004.

                                       16

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

The Company funds its operations and capital expenditures primarily through cash
flow from operations and borrowings under a bank credit facility. The Company
had cash and cash equivalents of approximately $3.8 million at September 30,
2005 as compared to $1.4 million at December 31, 2004. Additionally, the Company
did not have any borrowings under its revolving credit facility (discussed
below) at September 30, 2005, as compared to $3.1 million at December 31, 2004.
The Company generated positive cash flow from operations of $5.1 million during
the nine months ended September 30, 2005. We anticipate positive cash flows from
operations during the remainder of 2005.

The Company currently has a revolving credit agreement with a bank maturing in
December 2005 and is negotiating an Amended and Restated Loan and Security
Agreement with the bank to extend the Agreement for an additional three years.
Although the facility has a maximum borrowing limit of $25.0 million, the credit
facility limits borrowings to a specified percentage of eligible accounts
receivable and inventory, which totaled $9.6 million at September 30, 2005. The
Company has granted a security interest in all of its assets as collateral under
this revolving credit agreement.

The revolving credit agreement contains various restrictive financial and change
of ownership control covenants. The provisions of the revolving credit agreement
require that the Company maintain a lockbox arrangement with the lender, and
allows the lender to declare any outstanding borrowing amounts to be immediately
due and payable as a result of noncompliance with any of the covenants under the
credit agreement. Accordingly, in the event of noncompliance, these amounts
could be accelerated.

Interest on borrowings is payable monthly at rates equal to the prime rate, or
at the Company's option, LIBOR plus up to 225 basis points. During the three
months ended September 30, 2005 and 2004, the Company incurred interest expense
related to the line of credit of approximately $4,000 and $50,000, respectively,
resulting in a weighted average interest rate of 6.33% and 3.90%, respectively.
During the nine months ended September 30, 2005 and 2004, the Company incurred
interest expense related to the line of credit of approximately $86,000 and
$174,000, respectively, resulting in a weighted average interest rate of 5.00%
and 3.37%, respectively. The Company also incurred unused revolving credit
facility fees of approximately $10,000 and $8,000 during the three months ended
September 30, 2005 and 2004, respectively, and $34,000 and $46,000 during the
nine months ended September 30, 2005 and 2004, respectively. At September 30,
2005, the Company had $9.6 million of additional availability under the
revolving credit agreement.

During the nine months ended September 30, 2005, the Company generated $5.1
million in cash flow from operating activities compared to $8.4 million in the
same period in 2004. The decrease in cash provided from operating activities was
primarily the result of the reduction of $6.3 million in inventory in 2004
compared to an increase in inventory of $1.5 million in 2005 and a reduction of
$1.7 million in accounts payable in 2005 compared to an increase in accounts
payable of $138,000 in 2004 offset by a net decrease in accounts receivable of
$5.6 million in 2005 compared to a net increase of $1.4 million in 2004 and a
net loss of $1.7 million in 2005 compared to net income of $50,000 in 2004.

During the nine months ended September 30, 2005, net cash used in investing
activities for capital additions was $800,000 as compared to $2.1 million in
2004. All of these expenditures were funded through existing cash on hand, cash
flow from operations and borrowings under the Company's credit facility.

During the nine months ended September 30, 2005, cash used in financing
activities was $1.8 million compared to $7.1 million in the same period in 2004.
The primary difference between years is attributable to a reduction in
outstanding borrowings of $3.1 million in 2005 compared to a reduction in
outstanding borrowings of $7.5

                                       17

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

million in 2004. Additionally, during 2005, the Company generated cash of $1.3
million through the exercise of previously granted employee stock options,
compared to $748,000 generated in 2004.

The Company estimates that its cash and financing needs through 2005 will be met
by cash flows from operations and its credit facility. The Company has generated
positive cash flows from operations in each of the last four years and
anticipates doing so again in 2005. The Company may need to raise additional
funds in order to take advantage of unanticipated opportunities, such as
acquisitions of complementary businesses. There can be no assurance that the
Company will be able to raise any such capital on terms acceptable to the
Company or at all.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those policies that can have a significant
impact on the presentation of our financial position and results of operations
and demand the most significant use of subjective estimates and management
judgment. Because of the uncertainty inherent in such estimates, actual results
may differ from these estimates. Specific risks inherent in our application of
these critical policies are described below. For all of these policies, we
caution that future events rarely develop exactly as forecasted, and the best
estimates routinely require adjustment. These policies often require difficult
judgments on complex matters that are often subject to multiple sources of
authoritative guidance. Additional information concerning our accounting
policies can be found in Note 1 to the condensed consolidated financial
statements in this Form 10-Q and Note 2 to the consolidated financial statements
appearing in our Annual Report on Form 10-K for the year ended December 31,
2004. The policies that we believe are most critical to an investor's
understanding of our financial results and condition and require complex
management judgment are discussed below.

Goodwill and Other Acquired Intangibles. The Company accounts for goodwill and
other intangible assets in accordance with SFAS No. 142, "Goodwill and Other
Intangible Assets". Under SFAS No. 142, goodwill impairment is deemed to exist
if the net book value of a reporting unit exceeds its estimated fair value.

Innotrac's goodwill carrying amount as of September 30, 2005 was $25.2 million.
This asset relates to the goodwill associated with the Company's acquisition of
Universal Distribution Services ("UDS") in December 2000 (including an earnout
payment made to the former UDS shareholders in February 2002), and the
acquisition of iFulfillment, Inc. in July 2001. In accordance with SFAS No. 142,
the Company performed a goodwill valuation in the first quarter of 2005. The
valuation supported that the fair value of the reporting unit at January 1, 2005
exceeded the carrying amount of the net assets, including goodwill, and thus no
impairment was determined to exist. The Company performs this impairment test
annually as of January 1 or sooner if circumstances indicate.

Accounting for Income Taxes. Innotrac utilizes the liability method of
accounting for income taxes. Under the liability method, deferred taxes are
determined based on the difference between the financial and tax basis of assets
and liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. A valuation allowance is recorded against
deferred tax assets if the Company considers it more likely than not that
deferred tax assets will not be realized. Innotrac's gross deferred tax asset as
of September 30, 2005 and December 31, 2004 was approximately $13.2 million and
$12.8 million, respectively. This deferred tax asset was generated primarily by
net operating loss carryforwards created primarily by the special charge of
$34.3 million recorded in 2000 and the net losses generated in 2002 and 2003.
Innotrac has a tax net operating loss carryforward of $31.5 million at December
31, 2004 that expires between 2020 and 2024.

Innotrac's ability to generate the expected amounts of taxable income from
future operations is dependent upon general economic conditions, competitive
pressures on sales and margins and other factors beyond management's control.
These factors, combined with losses in recent years, create uncertainty about
the

                                       18

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ultimate realization of the gross deferred tax asset in future years. Therefore,
a valuation allowance of approximately $10.3 million and $9.7 million has been
recorded as of September 30, 2005 and December 31, 2004. Income taxes associated
with future earnings will be offset by a reduction in the valuation allowance.
For the nine months ended September 30, 2005, an income tax benefit of $600,000
was offset by a corresponding increase of the deferred tax asset valuation
allowance. When, and if, the Company can return to consistent profitability, and
management determines that it will be able to utilize the deferred tax assets
prior to their expiration, then the valuation allowance can be reduced or
eliminated.

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

The Company makes estimates each reporting period associated with its reserve
for uncollectible accounts. These estimates are based on the aging of the
receivables and known specific facts and circumstances. One of Innotrac's direct
marketing clients, Tactica, with a substantial past due balance at September 30,
2005 and December 31, 2004, filed for Chapter 11 bankruptcy protection on
October 21, 2004. Subsequently, Innotrac and Tactica entered into a Stipulation
and Consent Order whereby the client has acknowledged the validity of the
Company's claim and first priority security interest in and warehouseman's lien
on Tactica's inventory held by Innotrac. In March 2005, Innotrac and Tactica
reached a verbal agreement that would permit Innotrac to liquidate the Tactica
inventory in order to pay down the receivable balance, with any excess proceeds
to be remitted to Tactica. Innotrac, Tactica and the Creditor's Committee in the
Tactica bankruptcy case have reached an agreement on the terms of the
liquidation and an additional amount of the proceeds to be remitted to the
unsecured creditors of Tactica, which was approved by the bankruptcy court on
June 23, 2005. Based on this agreement and management's estimate of the net
realizable value of the inventory, the reserve associated with the Tactica
receivable was reduced from $1.2 million to $775,000 at March 31, 2005. The
actual results of the liquidation could vary from this estimate. As of November
3, 2005, one liquidation sale had been completed and several other offers have
been received with the expectation that a majority of them will be completed by
December 31, 2005. As of September 30, 2005, Tactica owed $2.8 million in
principal to Innotrac for past fulfillment and call center services.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 123(R), "Share-Based
Payment," which revises SFAS No. 123, "Accounting for Stock-Based Compensation."
The revised Statement clarifies and expands SFAS No. 123's guidance in several
areas, including measuring fair value, classifying an award as equity or as a
liability, and attributing compensation cost to reporting periods. The revised
statement supercedes Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25"), and its related implementation guidance.
Under the provisions of SFAS No. 123(R), the alternative to use APB 25's
intrinsic value method of accounting that was provided in SFAS No. 123, as
originally issued, is eliminated, and entities are required to measure
liabilities incurred to employees in share-based payment transactions at fair
value. The Company currently accounts for its stock-based compensation plans
under APB 25. Since the exercise price for all options granted under those plans
was equal to the market value of the underlying common stock on the date of
grant, no compensation cost is recognized. SFAS No. 123(R) will be effective for
the Company beginning January 1, 2006.

                                       19

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RECENT DEVELOPMENTS

The Company has reached agreements with three new clients to provide services
beginning in the second quarter of 2006. The most significant of these
agreements is a multiyear agreement with Target Corporation to provide North
America's second largest general merchandise retailer with product fulfillment
services to support the expansion of their Target.com eCommerce initiative. To
handle the expected volumes, Innotrac will open another fulfillment center just
outside of Cincinnati, Ohio, in Hebron, Kentucky.

                                       20

<PAGE>

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

Management believes the Company's exposure to market risks (investments,
interest rates and foreign currency) is immaterial. Innotrac holds no market
risk sensitive instruments for trading purposes. At present, the Company does
not employ any derivative financial instruments, other financial instruments or
derivative commodity instruments to hedge any market risks and does not
currently plan to employ them in the future. The Company does not transact any
sales in foreign currency. To the extent that the Company has borrowings
outstanding under its credit facility, the Company will have market risk
relating to the amount of borrowings due to variable interest rates under the
credit facility. The Company believes this exposure is immaterial due to the
short-term nature of these borrowings. Additionally, all of the Company's lease
obligations are fixed in nature as discussed in our Annual Report on Form 10-K
for the year ended December 31, 2004 and other filings on file with the
Securities and Exchange Commission.

ITEM 4 - CONTROLS AND PROCEDURES

Our management, with the participation of the Chief Executive Officer and the
principal financial officer, evaluated our disclosure controls and procedures
(as defined in federal securities rules) as of September 30, 2005. No system of
controls, no matter how well designed and operated, can provide absolute
assurance that the objectives of the system of controls are met, and no
evaluation of controls can provide absolute assurance that the system of
controls has operated effectively in all cases. Our disclosure controls and
procedures are designed to provide reasonable assurance that the objectives of
disclosure controls and procedures are met. Based on the evaluation discussed
above, our CEO and principal financial officer have concluded that our
disclosure controls and procedures were effective as of the date of that
evaluation to provide reasonable assurance that the objectives of disclosure
controls and procedures are met.

There were no changes in our internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, Innotrac's
internal control over financial reporting during the third quarter of 2005.

                                       21
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS

      Exhibits:

            10.4(n)     Loan Documents Modification Agreement between Innotrac
                        Corporation and Wachovia Bank, National Association,
                        successor by merger to SouthTrust Bank,
                        dated August 19, 2005.

            10.4(o)     Loan Documents Modification Agreement between Innotrac
                        Corporation and Wachovia Bank, National Association,
                        successor by merger to SouthTrust Bank, dated October
                        24, 2005.

            10.4(p)     Loan Documents Modification Agreement between Innotrac
                        Corporation and Wachovia Bank, National Association,
                        successor by merger to SouthTrust Bank, dated November
                        7, 2005.

            31.1        Certification of Chief Executive Officer Pursuant to
                        Rule 13a-14(a)/15d - 14(a).

            31.2        Certification of principal financial officer Pursuant
                        to Rule 13a-14(a)/15a - 14(a).

            32.1        Certification of Chief Executive Officer Pursuant to 18
                        U.S.C. Section 1350.

            32.2        Certification of principal financial officer Pursuant
                        to 18 U.S.C. Section 1350.

                                       22

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                             INNOTRAC CORPORATION
                             --------------------------------
                             (Registrant)

Date: November 14, 2005      By: /s/ Scott D. Dorfman
                                 ----------------------------
                                 Scott D. Dorfman
                                 President, Chief Executive Officer and Chairman
                                 of the Board (Principal Executive Officer)

Date: November 14, 2005          /s/ Christine A. Herren
                                 ----------------------------
                                 Christine A. Herren
                                 Senior Director and Controller (Principal
                                 Financial Officer and Principal Accounting
                                 Officer)

                                       23