SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q/A

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

                  For the Quarterly Period Ended June 30, 2000

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

                                       Outstanding at August 7, 2000
                                       -----------------------------

Common Stock at $.10 par value               11,204,995 Shares


<PAGE>


PART II - OTHER INFORMATION

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

On May 17, 2000 the Company held its annual meeting of shareholders. A quorum of
10,977,089  out  of  11,214,995   shares  eligible  to  be  voted  (97.9%)  were
represented  at the  meeting  either in person or by proxy.  The  purpose of the
meeting was to re-elect two directors  whose terms expired in 2000,  approve the
Company's  2000 Stock Option and Incentive  Award Plan and approve the Company's
Senior Executive  Compensation Plan. At the meeting,  Messrs.  William H. Scott,
III and  Martin J. Blank  were both  re-elected  for a  three-year  term,  which
expires 2003,  and both the 2000 Stock Option and  Incentive  Award Plan and the
Senior Executive  Compensation Plan were approved. For both nominees, the number
of votes cast in favor was  10,352,819,  against was 624,270,  and the number of
abstentions and broker non-votes was zero. With respect to the 2000 Stock option
and Incentive Plan, 9,485,392 shares were voted in favor,  1,460,407 shares were
voted against and 31,290 shares abstained.  With respect to the Senior Executive
Compensation  Plan,  10,167,934  shares were voted in favor, 771,905 shares were
voted against and 37,250 shares abstained.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

            Exhibit
            Number         Descripton
            ------         ----------

            10.1           Return.com Online, Inc. Shareholder Agreement
                           (previously filed with the Securities and Exchange
                           Commission on August 14, 2000 on Quarterly Report
                           on Form 10-Q)

             10.2          Amended and Restated Employment Agreement  *

               27          Financial Data Schedule (for SEC use only)
                           (previously filed with the Securities and Exchange
                           Commission on August 14, 2000 on Quarterly Report
                           on Form 10-Q)
*  Filed herewith

(b)     Reports on Form 8-K -  There were no Form 8-K filings during the quarter
        ended June 30,2000.



                                       12
<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:  August 21, 2000             By: /s/ Scott D. Dorfman
                                               Scott D. Dorfman
                                               President and Chief Executive
                                               Officer and Chairman of the Board


        Date:  August 21, 2000             By: /s/ David L. Gamsey
                                               David L. Gamsey
                                               Senior Vice President , Chief
                                               Financial Officer and Secretary
                                               (Principal Financial Officer)


                                       13

<PAGE>

                                 EXHIBIT INDEX
                                 -------------

            Exhibit
            Number         Descripton
            ------         ----------

             10.1          Return.com Online, Inc. Shareholder Agreement
                           (previously filed with the Securities and Exchange
                            Commission on August 14, 2000 on Quarterly Report
                            on Form 10-Q)

             10.2          Amended and Restated Employment Agreement  *

               27          Financial Data Schedule (for SEC use only)
                           (previously filed with the Securities and Exchange
                            Commission on August 14, 2000 on Quarterly Report
                            on Form 10-Q)
*  Filed herewith