----

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| Commission file number   | 000-23740 |
|------------------------------------|-----------|

|   | INNOTRAC CORPORATION                                          |                                           |
|--------|---------------------------------------------------------------|------------------------------------------------|
|   | (Exact name of registrant as specified in its charter)        |                                           |
|   |                                                          |                                           |
|   | Georgia                                                       |                                           | 58-1592285 |   |
|   | (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification Number)         |   |
|   |                                                          |                                           |   |   |
|   |                                                          |  6655 Sugarloaf Parkway Duluth, Georgia   |      |   | 30097 |   |
|   |                                                          |  (Address of principal executive offices) |   |   | (Zip Code) |   |

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

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

|                                  |                            |   |
|---------------------------------------|---------------------------------|--------|
|                                  | Outstanding at November 6, 2009 |   |
|                                  |                            |   |
| Common Stock $.10 par value per share | 12,334,804 Shares               |   |

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|                          |                       |                                                                                                  |   |   |   |
|-------------------------------|----------------------------|-------------------------------------------------------------------------------------------------------|--------|--------|--------|
|                          |                       |                                                                                                  |   | Page   |
|                          |                       |                                                                                                  |   |   |   |
| Part I. Financial Information |                       |                                                                                                  |   |
|                          |                       |                                                                                                  |   |   |   |
|                          | Item 1.                    | Financial Statements:                                                                                 |   | 2      |   |
|                          |                       |                                                                                                  |   |   |   |
|                          |                       | Condensed Balance Sheets at September 30, 2009 (Unaudited) and December 31, 2008                      |   | 3      |   |
|                          |                       |                                                                                                  |   |   |   |
|                          |                       | Condensed Statements of Operations for the Three Months Ended September 30, 2009 and 2008 (Unaudited) |   | 4      |   |
|                          |                       |                                                                                                  |   |   |   |
|                          |                       | Condensed Statements of Operations for the Nine Months Ended September 30, 2009 and 2008 (Unaudited)  |   | 5      |   |
|                          |                       |                                                                                                  |   |   |   |
|                          |                       | Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008 (Unaudited)  |   | 6      |   |
|                          |                       |                                                                                                  |   |   |   |
|                          |                       | Notes to Condensed Financial Statements (Unaudited)                                                   |   | 7      |   |
|                          |                       |                                                                                                  |   |   |   |
|                          | Item 2.     | Management’s Discussion and Analysis of Financial Condition and Results of Operations           |   | 14     |   |
|                          |                       |                                                                                                  |   |   |   |
|                          | Item 3.                    | Quantitative and Qualitative Disclosures About Market Risks                                           |   | 24     |   |
|                          |                       |                                                                                                  |   |   |   |
|                          | Item 4.                    | Controls and Procedures                                                                               |   | 24     |   |
|                          |                       |                                                                                                  |   |   |   |
| Part II. Other Information    |                       |                                                                                                  |   |
|                          |                       |                                                                                                  |   |   |   |
|                          | Item 6.                    | Exhibits                                                                                              |   | 25     |   |
|                          |                       |                                                                                                  |   |   |   |
| Signatures                    |                       |                                                                                                  | 26     |   |
|                          |                       |                                                                                                  |   |   |   |
|                          |                       |                                                                                                  |   |   |   |

----

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|                                                                                                                     |                                       |         |      |         |   |               |
|--------------------------------------------------------------------------------------------------------------------------|--------------------------------------------|--------------|-----------|--------------|--------|--------------------|
|                                                                                                                     |                                       |  ASSETS |      |    |   | September 30, 2009 |   |   | December 31, 2008 |   |
|                                                                                                                     |                                       | (unaudited)  |      |         |   |               |
|                                                                                                                     |                                       |         |      |         |   |               |
| Current assets:                                                                                                          |                                       |         |      |         |   |               |
| Cash and cash equivalents                                                                                                |                                       | $            | 965       |         |   | $                  | 1,056 |   |
| Accounts receivable (net of allowance for doubtful accounts of $234 at September 30, 2009 and $271 at December 31, 2008) |                                       |         | 15,038    |         |   |               | 25,793 |   |
| Inventories, net                                                                                                         |                                       |         | 2,545     |         |   |               | 1,855 |   |
| Prepaid expenses and other                                                                                               |                                       |         | 1,228     |         |   |               | 1,262 |   |
| Total current assets                                                                                                     |                                       |         | 19,776    |         |   |               | 29,966 |   |
|                                                                                                                     |                                       |         |      |         |   |               |   |   |
| Property and equipment:                                                                                                  |                                       |         |      |         |   |               |   |   |
| Rental equipment                                                                                                         |                                       |         | 185       |         |   |               | 207 |   |
| Computer software and equipment                                                                                          |                                       |         | 42,352    |         |   |               | 41,388 |   |
| Furniture, fixtures and leasehold improvements                                                                           |                                       |         | 9,080     |         |   |               | 9,061 |   |
|                                                                                                                     |                                       |         | 51,617    |         |   |               | 50,656 |   |
| Less accumulated depreciation and amortization                                                                           |                                       |         | (37,726   | )            |   |               | (34,814 | ) |
|                                                                                                                     |                                       |         | 13,891    |         |   |               | 15,842 |   |
|                                                                                                                     |                                       |         |      |         |   |               |   |   |
| Goodwill                                                                                                                 |                                       |         | 25,169    |         |   |               | 25,169 |   |
| Other assets, net                                                                                                        |                                       |         | 1,053     |         |   |               | 822 |   |
|                                                                                                                     |                                       |         |      |         |   |               |   |   |
| Total assets                                                                                                             |                                       | $            | 59,889    |         |   | $                  | 71,799 |   |
|                                                                                                                     |                                       |         |      |         |   |               |   |   |
|                                                                                                                     |                                       |         |      |         |   |               |   |   |
|                                                                                                                     | LIABILITIES AND SHAREHOLDERS’ EQUITY |         |      |         |   |               |   |   |   |   |
|                                                                                                                     |                                       |         |      |         |   |               |   |   |
| Current liabilities:                                                                                                     |                                       |         |      |         |   |               |   |   |
| Accounts payable                                                                                                         |                                       | $            | 4,564     |         |   | $                  | 9,259 |   |
| Line of credit                                                                                                           |                                       |         | —   |         |   |               | 10,055 |   |
| Accrued salaries                                                                                                         |                                       |         | 1,304     |         |   |               | 2,111 |   |
| Accrued expenses and other                                                                                               |                                       |         | 2,298     |         |   |               | 3,142 |   |
| Total current liabilities                                                                                                |                                       |         | 8,166     |         |   |               | 24,567 |   |
|                                                                                                                     |                                       |         |      |         |   |               |   |   |
| Noncurrent liabilities:                                                                                                  |                                       |         |      |         |   |               |   |   |
| Equipment lease payable                                                                                                  |                                       |         | 434       |         |   |               | — |   |
| Deferred compensation                                                                                                    |                                       |         | 652       |         |   |               | 547 |   |
| Other noncurrent liabilities                                                                                             |                                       |         | 228       |         |   |               | 206 |   |
| Deferred income taxes - noncurrent                                                                                       |                                       |         |  167 |         |   |               | — |   |
| Total noncurrent liabilities                                                                                             |                                       |         | 1,481     |         |   |               | 753 |   |
|                                                                                                                     |                                       |         |      |         |   |               |   |   |
| 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, 12,600,759 shares issued and 12,334,804 shares outstanding  |                                       |         | 1,260     |         |   |               | 1,260 |   |
| Additional paid-in capital                                                                                               |                                       |         | 66,505    |         |   |               | 66,439 |   |
| Accumulated deficit                                                                                                      |                                       |         | (17,523   | )            |   |               | (21,220 | ) |
| Total shareholders’ equity                                                                                         |                                       |         | 50,242    |         |   |               | 46,479 |   |
|                                                                                                                     |                                       |         |      |         |   |               |   |   |
| Total liabilities and shareholders’ equity                                                                         |                                       | $            | 59,889    |         |   | $                  | 71,799 |   |

----

|                                         |   |                             |   |    |        |   |
|----------------------------------------------|--------|----------------------------------|--------|---------|-------------|--------|
|                                         |   | Three Months Ended September 30, |   |
|                                         |   | 2009                             |   |    | 2008        |   |
|                                         |   | (unaudited)                      |   |    | (unaudited) |   |
|                                         |   |                             |   |    |        |   |
| Service revenues                             |   | $                                | 19,402 |    |        | $      | 25,138 |   |
| Freight revenues                             |   |                             | 2,856  |    |        |   | 6,863 |   |
| Total revenues                               |   |                             | 22,258 |    |        |   | 32,001 |   |
|                                         |   |                             |   |    |        |   |   |   |
|                                         |   |                             |   |    |        |   |   |   |
| Cost of service revenues                     |   |                             | 8,625  |    |        |   | 11,532 |   |
| Freight expense                              |   |                             | 2,856  |    |        |   | 6,757 |   |
| Selling, general and administrative expenses |   |                             | 9,564  |    |        |   | 11,419 |   |
| Depreciation and amortization                |   |                             | 1,082  |    |        |   | 1,106 |   |
| Total operating expenses                     |   |                             | 22,127 |    |        |   | 30,814 |   |
| Operating income                             |   |                             | 131    |    |        |   | 1,187 |   |
|                                         |   |                             |   |    |        |   |   |   |
| Other expense:                               |   |                             |   |    |        |   |   |   |
| Interest expense                             |   |                             | 42     |    |        |   | 358 |   |
| Total other expense                          |   |                             | 42     |    |        |   | 358 |   |
| Income before income taxes                   |   |                             | 89     |    |        |   | 829 |   |
| Income taxes                                 |   |                             | 167    |    |        |   | — |   |
|                                         |   |                             |   |    |        |   |   |   |
| Net (loss) income                            |   | $                                | (78    | )  |        | $      | 829 |   |
|                                         |   |                             |   |    |        |   |   |   |
| (Loss) income per share:                     |   |                             |   |    |        |   |   |   |
|                                         |   |                             |   |    |        |   |   |   |
| Basic                                        |   | $                                | (0.01  | )  |        | $      | 0.07 |   |
|                                         |   |                             |   |    |        |   |   |   |
| Diluted                                      |   | $                                | (0.01  | )  |        | $      | 0.07 |   |
|                                         |   |                             |   |    |        |   |   |   |
| Weighted average shares outstanding:         |   |                             |   |    |        |   |   |   |
|                                         |   |                             |   |    |        |   |   |   |
| Basic                                        |   |                             | 12,601 |    |        |   | 12,598 |   |
|                                         |   |                             |   |    |        |   |   |   |
| Diluted                                      |   |                             | 12,601 |    |        |   | 12,620 |   |

----

|                                         |   |                            |   |   |        |   |
|----------------------------------------------|--------|---------------------------------|--------|--------|-------------|--------|
|                                         |   | Nine Months Ended September 30, |   |
|                                         |   | 2009                            |   |   | 2008        |   |
|                                         |   | (unaudited)                     |   |   | (unaudited) |   |
|                                         |   |                            |   |   |        |   |
| Service revenues                             |   | $                               | 68,109 |   |        | $      | 74,028 |   |
| Freight revenues                             |   |                            | 10,515 |   |        |   | 20,213 |   |
| Total revenues                               |   |                            | 78,624 |   |        |   | 94,241 |   |
|                                         |   |                            |   |   |        |   |   |   |
| Cost of service revenues                     |   |                            | 29,612 |   |        |   | 34,190 |   |
| Freight expense                              |   |                            | 10,401 |   |        |   | 20,022 |   |
| Selling, general and administrative expenses |   |                            | 31,142 |   |        |   | 33,081 |   |
| Depreciation and amortization                |   |                            | 3,398  |   |        |   | 3,178 |   |
| Total operating expenses                     |   |                            | 74,553 |   |        |   | 90,471 |   |
| Operating income                             |   |                            | 4,071  |   |        |   | 3,770 |   |
|                                         |   |                            |   |   |        |   |   |   |
| Other expense:                               |   |                            |   |   |        |   |   |   |
| Interest expense                             |   |                            | 207    |   |        |   | 1,084 |   |
| Total other expense                          |   |                            | 207    |   |        |   | 1,084 |   |
| Income before income taxes                   |   |                            | 3,864  |   |        |   | 2,686 |   |
| Income taxes                                 |   |                            | 167    |   |        |   | — |   |
|                                         |   |                            |   |   |        |   |   |   |
| Net income                                   |   | $                               | 3,697  |   |        | $      | 2,686 |   |
|                                         |   |                            |   |   |        |   |   |   |
| Income per share:                            |   |                            |   |   |        |   |   |   |
|                                         |   |                            |   |   |        |   |   |   |
| Basic                                        |   | $                               | 0.29   |   |        | $      | 0.21 |   |
|                                         |   |                            |   |   |        |   |   |   |
| Diluted                                      |   | $                               | 0.29   |   |        | $      | 0.21 |   |
|                                         |   |                            |   |   |        |   |   |   |
| Weighted average shares outstanding:         |   |                            |   |   |        |   |   |   |
|                                         |   |                            |   |   |        |   |   |   |
| Basic                                        |   |                            | 12,601 |   |        |   | 12,590 |   |
|                                         |   |                            |   |   |        |   |   |   |
| Diluted                                      |   |                            | 12,601 |   |        |   | 12,612 |   |

----

|                                                                              |   |                            |      |   |        |   |
|-----------------------------------------------------------------------------------|--------|---------------------------------|-----------|--------|-------------|--------|
|                                                                              |   | Nine Months Ended September 30, |      |
|                                                                              |   | 2009                            |      |   | 2008        |   |
|                                                                              |   | (unaudited)                     |      |   | (unaudited) |   |
|                                                                              |   |                            |      |   |        |   |
| Cash flows from operating activities:                                             |   |                            |      |   |        |   |
| Net income                                                                        |   | $                               | 3,697     |   |        | $      | 2,686 |   |
| Adjustments to reconcile net income to net cash provided by operating activities: |   |                            |      |   |        |   |   |   |
| Depreciation and amortization                                                     |   |                            | 3,398     |   |        |   | 3,178 |   |
| Loss on disposal of fixed assets                                                  |   |                            | 9         |   |        |   | — |   |
| Provision for bad debts                                                           |   |                            | 41        |   |        |   | — |   |
| Stock compensation expense-stock options                                          |   |                            | 10        |   |        |   | 59 |   |
| Stock compensation expense-restricted stock                                       |   |                            | 56        |   |        |   | 56 |   |
| Deferred income taxes                                                        |   |                            |  167 |   |        |   |  — |   |
| Changes in operating assets and liabilities:                                      |   |                            |      |   |        |   |   |   |
| Decrease in accounts receivable, gross                                            |   |                            | 10,714    |   |        |   | 3,246 |   |
| Increase in inventory                                                             |   |                            | (690      | )      |        |   | (610 | ) |
| Decrease (increase) in prepaid expenses and other                                 |   |                            | 69        |   |        |   | (101 | ) |
| Decrease in accounts payable                                                      |   |                            | (4,695    | )      |        |   | (6,499 | ) |
| (Decrease) increase in accrued expenses and other                                 |   |                            | (1,890    | )      |        |   | 1,868 |   |
| Net cash provided by operating activities                                         |   |                            | 10,886    |   |        |   | 3,883 |   |
|                                                                              |   |                            |      |   |        |   |   |   |
| Cash flows from investing activities:                                             |   |                            |      |   |        |   |   |   |
| Capital expenditures                                                              |   |                            | (845      | )      |        |   | (2,381 | ) |
| Net change in noncurrent assets and liabilities                                   |   |                            | 12        |   |        |   | 51 |   |
| Net cash used in investing activities                                             |   |                            | (833      | )      |        |   | (2,330 | ) |
|                                                                              |   |                            |      |   |        |   |   |   |
|                                                                              |   |                            |      |   |        |   |   |   |
| Cash flows used in financing activities:                                          |   |                            |      |   |        |   |   |   |
| Net (repayments) borrowings under line of credit                                  |   |                            | (10,055   | )      |        |   | 2,946 |   |
| Repayment of proceeds from term loan                                              |   |                            | —   |   |        |   | (5,000 | ) |
| Issuance of stock, net                                                            |   |                            | —   |   |        |   | 42 |   |
| Capital lease funding                                                             |   |                            | 62        |   |        |   | — |   |
| Loan commitment fees                                                              |   |                            | (151      | )      |        |   | — |   |
| Net cash used in financing activities                                             |   |                            | (10,144   | )      |        |   | (2,012 | ) |
|                                                                              |   |                            |      |   |        |   |   |   |
| Net decrease in cash and cash equivalents                                         |   |                            | (91       | )      |        |   | (459 | ) |
| Cash and cash equivalents, beginning of period                                    |   |                            | 1,056     |   |        |   | 1,079 |   |
| Cash and cash equivalents, end of period                                          |   | $                               | 965       |   |        | $      | 620 |   |
|                                                                              |   |                            |      |   |        |   |   |   |
| Supplemental cash flow disclosures:                                               |   |                            |      |   |        |   |   |   |
|                                                                              |   |                            |      |   |        |   |   |   |
| Cash paid for interest                                                            |   | $                               | 165       |   |        | $      | 1,012 |   |
| Non-cash investing and financing activities:                                      |   |                            |      |   |        |   |   |   |
| Capital lease obligation for computer equipment purchased                         |   | $                               | 560       |   |        | $      | — |   |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.     | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | The accounting policies followed for quarterly financial reporting are the same as those disclosed in the Notes to 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, 2008. Certain of the Company’s more significant accountingpolicies 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 disclosuresof 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 circumstancesindicate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | Impairment of Long-Lived Assets. The Company reviews long-lived 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 undiscountedcash 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 in accordance with Accounting Standards Codification (“ASC”) topic No. 740. Under the liability method, deferred taxes are determined based on the difference between thefinancial 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, 2008 and September 30, 2009. For the three months ended September 30, 2009 a deferred tax liability and tax expense of approximately $167,000 associated with the amortization of goodwill was recorded (see Note 4).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | Revenue Recognition. Innotrac derives its revenue primarily from two sources: (1) fulfillment operations and (2) the delivery of call center services integrated with our fulfillment operations. Innotrac’s fulfillment services operations record revenue at the conclusion of thematerial selection, packaging and shipping process. The shipping process is considered complete after transfer to an independent freight carrier and receipt of a bill of lading or shipping manifest from that carrier. Innotrac’s call center service revenue is recognized according to written pricing agreements based on the number of calls, minutes or hourly rates when those calls and time rated services occur. All other revenues are recognized as services are rendered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | Stock-Based Compensation Plans. In December 2004, the FASB issued an update to ASC topic No. 718 revising the required accounting for stock-based compensation. ASC topic No. 718 as revised requires all share-based payments to employees, including grants of employee stock options,to be recognized as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company adopted this update to ASC topic No. 718 effective January 1, 2006 using the prospective application method. Under this update, ASC topic No. 718 applies to new awards and to awards modified, repurchased orcancelled after the effective date. Additionally, compensation expense for the portion of awards for which the requisite service has not been rendered that are outstanding as of the required effective date shall be recognized as the requisite service is performed on or after the required effective date. Under the requirements of the update to ASC topic No. 718 the Company recorded $4,000 and $13,000 in compensation expense on stock optionsfor the three months ended September 30, 2009 and 2008, respectively. For the nine months ended September 30, the Company recorded $10,000 and $59,000 in 2009 and 2008, respectively. As of September 30, 2009, approximately $15,000 of unrecognized compensation expense related to non-vested stock options is expected to be recognized over the following 19 months. |

----

|   | The fair value of each option was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                    |   | Nine months ended |   |
|-------------------------|--------|-------------------|--------|
|                    |   | September 30,2009 |   | September 30,2008 |   |
| Risk-free interest rate |   | 3.4%              |   | 3.7% |   |
| Expected dividend yield |   | 0%                |   | 0% |   |
| Expected lives          |   | 2.2 Years         |   | 2.2 Years |   |
| Expected volatility     |   | 83.8%             |   | 76.0% |   |

|   | Fair Value Measurements. Effective January 1, 2008, the Company adopted ASC topic No. 820 for all financial and non-financial assets and liabilities accounted for at fair value on a recurring basis. Effective January 1, 2009, the Company adopted ASC topic No. 820 for all non-financialassets and liabilities accounted for at fair value on a non-recurring basis. ASC topic No. 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America, and expands disclosures about fair value measurements. There was no impact on the Company’s financial statements upon adoption. |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | The Company determined the fair values of certain financial instruments based on the fair value hierarchy established in ASC topic No. 820. ASC topic No. 820 requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs thatmay be used to measure fair value.                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Level 1: quoted price (unadjusted) in active markets for identical assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Level 3: inputs to the valuation methodology are unobservable for the asset or liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | ASC topic No. 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | The carrying value of our debt instrument approximates fair value since our debt instrument consists of a revolving credit line, which under certain conditions can mature within one year of September 30, 2009, and because of its short term nature. The interest rate is equal to the market rate for such instruments of similar duration andcredit quality.                                                                                                                                                                                                                                                                                                                                   |

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|   | We did not have any assets or liabilities measured at fair value on a recurring basis using quoted market prices in active markets (Level 1), significant other observable inputs (Level 2) or significant unobservable inputs (Level 3) during the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | In accordance with the provisions of ASC topic No. 350, the Company tests goodwill annually for impairment. The annual impairment test is based on fair value measurements using Level 3 inputs primarily consisting of estimated discounted cash flows expected to result from the use of the asset. Upon completion of its analysis for impairmentas of January 1, 2009, no impairment was determined to exist at that time.                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Subsequent Events. Effective June 30, 2009, the Company adopted ASC topic No. 855 which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC topicNo. 855 identifies the period after a balance sheet date, the circumstances under which an entity should recognize events or transactions and the disclosures an entity should make regarding events which occur after the balance sheet date.                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | For the purposes of accounting and disclosure requirements, the Company evaluated subsequent events through November 16, 2009, the issuance date of the condensed financial statements, and noted there were no significant events that occurred subsequent to the balance sheet date but prior to issuance that would have a material impact on thecondensed financial statements.                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 2.     | FINANCING OBLIGATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The Company has a revolving credit facility (the “Credit Facility”) with Wachovia Bank, National Association (the “Bank”) which has a maximum borrowing limit of $15.0 million. The Credit Facility is used to fund the Company’s capital expenditures, operational working capital and seasonal working capital needs.The Credit Facility was renewed on March 27, 2009 when the Company entered into a Fourth Amended and Restated Loan and Security Agreement (the “2009 Credit Agreement”) with the Bank, setting forth the new terms of the Credit Facility including a maturity date of June 30, 2012. There was no outstanding balance on September 30, 2009 under the Credit Facility. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The 2009 Credit Agreement continues the Bank’s security interest in all of the Company’s assets, but releases the Bank’s previously granted security interest in certain personal assets of Scott Dorfman, the Company’s Chairman, President and CEO, which were treated as additional collateral under the prior credit agreement.                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Interest on borrowings pursuant to the 2009 Credit Agreement is payable monthly at specified rates of either, at the Company’s option, the Base Rate (as defined in the 2009 Credit Agreement) plus between 2.00% and 2.50%, or the LIBOR Rate (as defined in the 2009 Credit Agreement) plus between 3.00% and 3.50%, in each case with theapplicable margin depending on the Company’s Average Excess Availability (as defined in the 2009 Credit Agreement). The Company will pay a specified fee on undrawn amounts under the Credit Facility. After an event of default, all loans will bear interest at the otherwise applicable rate plus 2.00% per annum.                                                            |

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|   | The 2009 Credit Agreement contains financial, affirmative and negative covenants by the Company as are usual and customary for financings of this kind which can result in the acceleration of the maturity of amounts borrowed under the Credit Facility, including, without limitation, a change in ownership control covenant, a subjective materialadverse change covenant and financial covenants establishing a minimum Fixed Charge Coverage Ratio of 1.35 to 1.00, maximum annual Capital Expenditures, and minimum Excess Availability (as each of these terms is defined in the 2009 Credit Agreement). The 2009 Credit Agreement also defines as an event of default any termination of the employment of the Chief Financial Officer of the Company, if the Company fails to fill such position with a replacement acceptable to the Bank within 90 days. The provisions of the2009 Credit Agreement require that the Company maintain a lockbox arrangement with the Bank, and allows the Bank to declare any outstanding borrowings to be immediately due and payable as a result of noncompliance with any of the covenants. Accordingly, in the event of noncompliance, the Company’s payment obligations with respect to such borrowings could be accelerated. Therefore, when the Company has a balance on its line of credit, it is classified as a current liability. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Although the maximum borrowing limit is $15.0 million, the Credit Facility limits borrowings to a specified percentage of eligible accounts receivable and inventory, which totaled $12.6 million at September 30, 2009. Additionally, the terms of the Credit Facility provide that the amount borrowed and outstanding at any time combined withcertain reserves for rental payments, letters of credit outstanding and general reserves be subtracted from the Credit Facility limit or the value of the total collateral to arrive at an amount of unused availability to borrow. The total collateral under the Credit Facility at September 30, 2009 amounted to $12.6 million. At September 30, 2009, there were no borrowings outstanding under the Credit Facility, however, the value of reserves and letters of credit outstanding totaled $3.1 million. As a result, theCompany had $9.5 million of borrowing availability under the Credit Facility at September 30, 2009.                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | On May 29, 2009, the Company entered into a $758,000 three year financing agreement for the purchase of computer equipment. The lease was recorded as a capital lease at June 30, 2009 with the first installment under the lease due in July 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | During the three and nine months ended September 30, 2008, the Company also had a $5.0 million second lien loan outstanding to a finance company (the “Second Lien Credit Agreement”). The $5.0 million second lien loan was outstanding from September 28, 2007 through September 26, 2008, and was entered into when we determined thatthe completion of capital expenditure projects in late 2007 and forecasted working capital requirements to support our seasonal volume increase during the fourth quarter of 2007 required additional short term funding. The 2007 seasonal working capital needs were significant as a result of our 48% growth in annual revenue to $121.8 million in 2007. The $5.0 million second lien loan was repaid on September 26, 2008 from a combination of funds generated by operating income and additional borrowing under the CreditFacility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | For the three months ended September 30, 2009, we recorded interest expense of $1,000 on the Credit Facility at a weighted average interest rate of 3.64%. The rate of interest being charged on the Credit Facility at September 30, 2009 was 3.50%. For the three months ended September 30, 2008, we recorded interest expense of $53,000 on theCredit Facility at a weighted average interest rate of 4.08% and $195,000 of interest expense on the Second Lien Credit Agreement at a constant rate of 15.0% from July 1, 2008 to September 26, 2008. Our weighted average interest rate for the three months ended September 30, 2009 and 2008, including amounts borrowed under both the Credit Facility and the Second Lien Credit Agreement, was 3.64% and 9.56% respectively. The Company also incurred unused Credit Facility fees of approximately $18,000 and $5,000 forthe three months ended September 30, 2009 and 2008, respectively. Additionally, the Company reported $12,000 and $104,000 of amortized loan costs as interest expense during the three months ended September 30, 2009 and 2008, respectively.                                                                                                                                                                                                                                                              |

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|   | For the nine months ended September 30, 2009, we recorded interest expense of $92,000 on the revolving credit agreement at a weighted average interest rate of 3.17%. For the nine months ended September 30, 2008, we recorded interest expense of $187,000 at a weighted average rate of 4.51% on the revolving credit agreement and $574,000 onthe Second Lien Credit Agreement at a constant rate of 15% for the period. Our weighted average interest rate for the nine months ended September 30, 2008, including amounts borrowed under both the revolving credit agreement and the Second Lien Credit Agreement, was 9.39%. The Company also incurred unused revolving credit facility fees of approximately $41,000 and $14,000 for the nine months ended September 30, 2009 and 2008, respectively. Additionally, the Company reported $62,000 and $312,000 of amortized loancoasts as interest expense during the nine months ended September 30, 2009 and 2008, respectively. |
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| 3.     | EARNINGS PER SHARE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | The following table shows the shares (in thousands) used in computing diluted earnings per share (“EPS”) in accordance with ASC topic No. 260:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

|                                      |   | Three MonthsEnded September 30, |    | Nine MonthsEnded September 30, |   |
|-------------------------------------------|--------|---------------------------------|---------|--------------------------------|--------|
|                                      |   | 2009                            |    | 2008                           |   | 2009 |   | 2008 |   |
| Diluted earnings per share:               |   |                            |    |                           |   |   |   |   |   |   |   |   |   |
| Weighted average shares outstanding       |   |                            | 12,601  |                           |   | 12,598 |   |   | 12,601 |   |   | 12,590 |   |
|                                      |   |                            |    |                           |   |   |   |   |   |   |   |   |   |
| Employee and director stock options       |   |                            | — |                           |   | 22 |   |   | — |   |   | 22 |   |
| Weighted average shares assuming dilution |   |                            | 12,601  |                           |   | 12,620 |   |   | 12,601 |   |   | 12,612 |   |

|   | Options outstanding to purchase 1.2 million shares of the Company’s common stock for both the three and nine months ended September 30, 2009 and 936,000 shares for the three months ended September 30, 2008 and 1.0 million shares for the nine months ended September 30, 2008 were not included in the computation of diluted EPS becausetheir effect was anti-dilutive. On January 1, 2009 the Company adopted an update to ASC topic No. 260 , which requires the inclusion of all unvested stock awards which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding in our basic and diluted EPS calculations. As a result, we have included the 265,956 restricted shares issued on April 16, 2007 in our calculation of basic and diluted EPS for current and prior periods. These shares,which are not vested, were issued under the terms provided in the Executive Retention Plan which plan was ratified on June 5, 2005 at the Company’s 2005 annual meeting. |
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| 4.     | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Innotrac utilizes the liability method of accounting for income taxes in accordance with ASC topic No. 740. 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 toreverse. 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, 2009 and December 31, 2008 was approximately $17.3 million and $18.7 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 2002,2003, 2005 and 2006. Innotrac has a net operating loss carryforward of $48.3 million at December 31, 2008 that expires between 2020 and 2027.                                 |

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|   | 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 tax losses in recent years, create uncertainty about the ultimate realizationof the gross deferred tax asset in future years. Therefore, a valuation allowance of approximately $10.9 million and $12.4 million has been recorded as of September 30, 2009 and December 31, 2008, respectively, after taking into account the gross deferred tax asset noted above and prior goodwill amortization and other items giving rise to a gross deferred tax liability. The result after the valuation allowance is a deferred tax liability and expense of $167,000 associated with the amortization of goodwill forthe quarter ended September 30, 2009. Income taxes associated with future taxable earnings will be offset by the utilization of the net operating loss carryforward resulting in a reduction in the valuation allowance, but it is expected that future goodwill amortization will result in additional tax expense for the deferred tax liability resulting thereon. For the three months ended September 30, 2009, a deferred tax benefit of $44,000 was offset by a corresponding increase of the deferred tax asset valuationallowance. For the nine months ended September 30, 2009, a deferred tax expense of $1.5 million, was offset by a corresponding decrease 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 net operating losses prior to their expiration, then the valuation allowance can be reduced or eliminated. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | In June 2006, the FASB issued an update to ASC topic No. 740, which clarifies the accounting for uncertainty in tax positions. This update to ASC topic No. 740 requires that the Company determine whether it is more likely than not that a tax position will be sustained upon audit,based on the technical merits of the position. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company adopted this update to ASC topic No. 740 effective January 1, 2007. The Company has a gross deferred tax asset of approximately $18.7 million at December31, 2008, which is estimated to have been reduced by $1.4 million to $17.3 million due to taxable earnings recorded during the nine months ended September 30, 2009. As discussed in Note 6 to the financial statements in the 2008 Form 10-K, the Company had a valuation allowance against the full amount of its deferred tax asset. The Company currently provides a valuation allowance against deferred tax assets when it is more likely than not that deferred tax assets will not be realized. The Company has recognizedtax benefits from all tax positions we have taken, and there has been no adjustment to any net operating loss carryforwards as a result of ASC topic No. 740 and there are no unrecognized tax benefits and no related ASC topic No. 740 tax liabilities at September 30, 2009.                                                                                                                                                                                                                              |
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|   | The Company generally recognizes interest and/or penalties related to income tax matters in general and administrative expenses. As of September 30, 2009, we have no accrued interest or penalties related to uncertain tax positions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| 5.     | COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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| 6.     | RELATED PARTY TRANSACTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | In early 2004, the Company learned that certain trading activity of the IPOF Fund L.P., 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. IPOF Fund L.P. and itsaffiliates entered into a settlement agreement with the Company on March 4, 2004 regarding the potential Section 16(b) liability issues that provided for the Company’s recovery of $301,957 no later than March 3, 2006. In December 2005, the United States District Court in Cleveland, Ohio appointed a receiver to identify and administer the assets of the IPOF Fund, L.P. and its general partner, David Dadante. The Company informedthe IPOF receiver of such agreement, but the likelihood of recovering such amount from the receiver is doubtful. The Company has not recorded any estimated receivable from this settlement. Additionally, the Federal Court has prohibited the financial institutions holding Company stock owned by the IPOF Fund L.P. and Mr. Dadante in margin accounts from selling any of these shares through December 4, 2009. The court has permitted open market sales by the receiver as he may in his sole discretion determine to beconsistent with his duty to maximize the value of the assets of IPOF Fund, L.P. and as warranted by market conditions. The receiver has indicated to the Company that he does not intend to direct any open market sales during this period except in circumstances in which he believes that there would be no material adverse impact on the market price for the Company’s shares. |

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|     | Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|     | 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, theCompany’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 recent 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 discussedin more detail in “Item 1A – Risk Factors” in our Annual Report on Form 10-K. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.                                                                                                                                                                                                                                                                 |
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| 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 currently operateseight fulfillment centers and a call center in six cities spanning all time zones across the continental United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|     | During the three months ended September 30, 2009, we completed the shutdown of one of our less automated facilities in Romeoville, Illinois. We recorded a charge in the quarter ended June 30, 2009 which included the cost of that facility’s lease payments and carrying cost through the November 30, 2009 lease term on that building.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|     | On July 5, 2009, the parent company of Smith and Hawken, Ltd. announced its decision to liquidate the operations of Smith and Hawken resulting in the Company ceasing to provide services to Smith and Hawken by a projected date of the end of 2009. One of our two facilities in Hebron, Kentucky is nearly exclusively used to provide fulfillmentservices for Smith and Hawken. By October 30th, we had substantially stopped providing fulfillment services to Smith and Hawken. We are evaluating existing and new customer opportunities to use that facility. Based on our current expectations regarding the terms of Smith and Hawken’s liquidation plans and wind down of our services for Smith and Hawken, we do not currently project the shut down costs of our operations and thefacility, net of recoverable costs from the client, to be material. At September 30, 2009, we had approximately $286,000 of undepreciated long lived assets in the facility which, if opportunities to restart operations are not formalized or the equipment is not moved to another facility, these long lived assets will be reviewed for possible impairment. As new business opportunities to be serviced from that facility are evaluated, we expect to be better able to assess whether any reserve for impairment of longlived asset or future costs related to this event is needed. |
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|     | As presented in our prior quarterly report on Form 10-Q for the quarter ended June 30, 2009, the combined effect of the second quarter 2009 loss of the DSL fast access portion of AT&T fulfillment and the loss of the clients serviced from the Romeoville, Illinois facility and the loss of Smith and Hawken discussed immediately above isprojected to result in a significant reduction in our revenue and operating profit in 2010 unless we identify new business services to replace these lost clients. The combined revenue generated from the AT&T DSL fast access account, the Romeoville, Illinois customers and Smith and Hawken represented approximately $27.1 million or 25.9% of our total service revenue of $104.5 million for the year ended December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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|   | Additionally, we disclosed in our prior quarterly report on Form 10-Q for the quarter ended June 30, 2009, that the loss of the Romeoville clients business and partial loss of our AT&T business was expected to and, as reflected in this quarterly report on Form 10-Q for the quarter ended September 30, 2009, has caused a significant reductionin revenues and operating profit during the second half of 2009. In reaction to these events, we have already consolidated the call center operations and identified reductions in facility and general and administrative expenses which have partially offset the reduced profit contribution in future periods. Additionally, we have increased our marketing staffing and expect to increase our business development efforts going forward in an effort to replace these lost accounts. As we continue to review our prospectsfor new business, we will evaluate on an ongoing basis the carrying value of our long lived assets and goodwill for any possible impairment. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 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 inventorysystem, warehouses data and handles customer support inquiries. Our fulfillment and customer support services interrelate and are sold as a package, however they are individually priced. Our clients may utilize our fulfillment services, our customer support services, or both, depending on their individual needs.                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 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. |
|   |                                                                                                                                                                                                                                              |                       |   |   |
|   | 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. |

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| Business Mix – Revenues            |   |                            |   |   |                           |   |   |   |   |   |   |   |
|------------------------------------------|--------|---------------------------------|--------|--------|--------------------------------|--------|--------|--------|--------|--------|--------|--------|
|                                     |   |                            |   |   |                           |   |   |   |   |   |   |   |
|                                     |   |                            |   |   |                           |   |   |   |   |   |   |   |
|                                     |   | Three Months EndedSeptember 30, |   |   | Nine Months EndedSeptember 30, |   |
| Business Line/Vertical                   |   |                            | 2009   |   |                           | 2008   |   |   | 2009   |   |   | 2008   |   |
| eCommerce / Direct to Consumer           |   |                            | 47.3   | %      |                           |   | 34.9   | %      |   |   | 40.7   | %      |   |   | 35.2 | % |
| Direct Marketing                         |   |                            | 30.1   |   |                           |   | 34.8   |   |   |   | 30.0   |   |   |   | 35.9 |   |
| Modems                                   |   |                            | 12.3   |   |                           |   | 20.8   |   |   |   | 18.4   |   |   |   | 19.2 |   |
| Telecommunications                       |   |                            | 7.2    |   |                           |   | 3.9    |   |   |   | 5.2    |   |   |   | 3.7 |   |
| Business-to-Business (“B2B”) |   |                            | 3.1    |   |                           |   | 5.6    |   |   |   | 5.7    |   |   |   | 6.0 |   |
|                                     |   |                            | 100.0  | %      |                           |   | 100.0  | %      |   |   | 100.0  | %      |   |   | 100.0 | % |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | eCommerce/Direct-to-Consumer and Direct Marketing. The Company provides a variety of fulfillment and customer support services for a significant number of eCommerce, retail and direct marketing clients, including such companiesas Target.com, a Division of Target Corporation, Ann Taylor Retail, Inc., The North Face, Microsoft, Inc., Product Partners and Thane International. We take orders for our retail, eCommerce and direct marketing clients via the Internet, through customer service representatives at our Pueblo call center 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 countryand 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, eCommerce and direct marketing clients is held on a consignment basis, with minor exceptions, and includes items such as shoes, dresses, accessories, books, outdoor furniture, electronics, small appliances, home accessories, sporting goods and toys. Our revenues are sensitive to the number of orders and customer service calls received. Our client contractsdo not guarantee volumes. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Telecommunications and Modems. The Company has historically been 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 Companycontinues to provide customer support services and fulfillment of consumer telephones and Digital Subscriber Line Modems (“Modems”) for clients such as AT&T, Inc. and Qwest Communications International, Inc. and their customers. The consolidation in the telecommunications industry resulted in the acquisition of BellSouth by AT&T in December of 2006. On November 6, 2007, AT&T notified us that it intended to transition a portion of its fulfillment business in-house. That transition occurredat the end of the second quarter 2009. As a result, without new business in this vertical, our telecommunications and modems verticals are projected to represent a reduced percentage of our total revenues in the future.                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Business-to-Business. The Company also provides fulfillment and customer support services for business-to-business (“B2B”) clients, including NAPA and The Walt Disney Company. We have not concentrated efforts to grow our client base in this area, and due to thecombination of the recent loss of a client and current economic conditions, we expect this vertical of our business to become a smaller percentage of our total revenues throughout the rest of 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | 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, 2009 and 2008. The data has been prepared on the same basis as the annual financial statements. In the opinion of management, it reflects normal and recurring adjustments necessary fora fair presentation of the information for the periods presented. Operating results for any period are not necessarily indicative of results for any future period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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|   |                                                                                                                                                                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 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 financial statements. |

|   |                                         |   | Three Months EndedSeptember 30, |   |    | Nine Months EndedSeptember 30, |   |
|--------|----------------------------------------------|--------|---------------------------------|--------|---------|--------------------------------|--------|
|   |                                         |   | 2009                            |   |    | 2008                           |   |   | 2009 |   |   | 2008 |   |
|   |                                         |   |                            |   |    |                           |   |   |   |   |   |   |   |   |   |   |   |
|   | Service revenues                             |   |                            | 87.2   | %       |                           |   | 78.6 | % |   |   | 86.6 | % |   |   | 78.6 | % |
|   | Freight revenues                             |   |                            | 12.8   |    |                           |   | 21.4 |   |   |   | 13.4 |   |   |   | 21.4 |   |
|   | Total Revenues                               |   |                            | 100.0  | %       |                           |   | 100.0 | % |   |   | 100.0 | % |   |   | 100.0 | % |
|   |                                         |   |                            |   |    |                           |   |   |   |   |   |   |   |   |   |   |   |
|   | Cost of service revenues                     |   |                            | 38.7   |    |                           |   | 36.0 |   |   |   | 37.7 |   |   |   | 36.3 |   |
|   | Cost of freight expense                      |   |                            | 12.8   |    |                           |   | 21.1 |   |   |   | 13.2 |   |   |   | 21.2 |   |
|   | Selling, general and administrative expenses |   |                            | 43.0   |    |                           |   | 35.7 |   |   |   | 39.6 |   |   |   | 35.1 |   |
|   | Depreciation and amortization                |   |                            | 4.9    |    |                           |   | 3.5 |   |   |   | 4.3 |   |   |   | 3.4 |   |
|   | Operating income                             |   |                            | 0.6    |    |                           |   | 3.7 |   |   |   | 5.2 |   |   |   | 4.0 |   |
|   | Other expense, net                           |   |                            | (0.2   | )       |                           |   | (1.1 | ) |   |   | (0.3 | ) |   |   | (1.1 | ) |
|   | Income before income taxes                   |   |                            | 0.4    |    |                           |   | 2.6 |   |   |   | 4.9 |   |   |   | 2.9 |   |
|   | Income taxes                                 |   |                            | (0.8   | )  |                           |   | — |   |   |   | (0.2 | )  |   |   | — |   |
|   | Net (loss) income                            |   |                            | (0.4   | )%      |                           |   | 2.6 | % |   |   | 4.7 | % |   |   | 2.9 | % |

|   | Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Service Revenues. Net service revenues decreased 22.8% to $19.4 million for the three months ended September 30, 2009 from $25.1 million for the three months ended September 30, 2008. This decrease was attributable to a $3.7 million decrease in revenue from our DSL-Modem clients dueto the transition of a portion of the AT&T fulfillment business to AT&T’s in-house fulfillment as previously discussed, a $1.1 million decrease in revenue from our direct marketing clients resulting from reduced volumes, a $1.0 million reduction in revenue from our B2B clients due to both the loss of clients that were being fulfilled from our Romeoville, Illinois facility and reduced volumes from existing clients and a $206,000 decrease in revenue from our eCommerce vertical resulting from a reductionin volumes. These decreases were offset by a $336,000 increase in revenue from our telecom vertical due to an increase in volumes. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Freight Revenues. The Company’s freight revenues decreased 58.4% to $2.9 million for the three months ended September 30, 2009 from $6.9 million for the three months ended September 30, 2008. The $4.0 million decrease in freight revenues is primarily attributable to a combinationof the transition of Company owned freight accounts to client owned freight accounts and the reduction in volumes from our direct marketing clients. Changes between reporting periods in freight revenue have no material impact on our operating profitability due to pricing practices for direct freight costs.                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Cost of Service Revenues. Cost of service revenues decreased 25.2% to $8.6 million for the three months ended September 30, 2009, compared to $11.5 million for the three months ended September 30, 2008. The cost of service revenue decrease was primarily due to the reduction in servicerevenues explained above combined with a decrease in labor costs associated with the combined effect of a decreased use of higher cost temporary labor services and operating efficiencies resulting from adjusting labor shifts to correspond with client volumes. Cost of service revenues as a percent of service revenues decreased slightly by 1.4% to 44.5% from 45.9% for the three months ended September 30, 2009 and 2008 respectively.                                                                                                                                                                                                                        |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Freight Expense. The Company’s freight expense decreased 57.7% to $2.9 million for the three months ended September 30, 2009 compared to $6.9 million for the three months ended September 30, 2008 due to the decrease in freight revenue for the reasons discussed above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Selling, General and Administrative Expenses. S,G&A expenses for the three months ended September 30, 2009 decreased to $9.6 million, or 43.0% of total revenues, compared to $11.4 million, or 35.7% of total revenues, for the same period in 2008. The increase in S,G&A expensesas a percentage of revenue in 2009 as compared to 2008 was primarily attributable to the decrease in revenues explained above. S,G&A expenses as a percentage of service revenue increased by 3.9% to 49.3% for the three months ended September 30, 2009 compared to 45.4% for the three months ended September 30, 2008. The decrease in S,G&A expenses primarily resulted from a $465,000 reduction in facility and equipment maintenance costs resulting from adjusting these costs to changes in client volumes combinedwith the offset of third quarter 2009 expenses totaling $295,000 related to the closing of the Romeoville facility against the reserve recorded at June 30, 2009, a $308,000 decrease in fulfillment and account management costs resulting from reductions in salaries due to the loss of clients discussed above, onetime legal costs of $296,000 incurred in 2008 related to a terminated merger agreement and a $215,000 reduction in worker’s compensation insurance expense due to the adjustment of experience rates. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Interest Expense. Interest expense for the three months ended September 30, 2009 and 2008 was $42,000 and $358,000, respectively. The decrease was related to the September 26, 2008 repayment of the $5.0 million term loan which was outstanding in the third quarter of 2008 and a reductionin draws against the Credit Facility in 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Income Taxes. The Company’s effective tax rate for the three months ended September 30, 2009 and 2008 was 188% and 0% respectively. At December 31, 2003, a valuation allowance was recorded against the Company’s net deferred tax assets as losses in recent years createduncertainty about the realization of tax benefits in future years. Income taxes associated with income for the three months ended September 30, 2009 and 2008 were offset by a corresponding decrease of the valuation allowance and tax expense of $167,000 for the three months ended September 30, 2009 related to the difference between financial and tax reporting of goodwill amortization was recorded, resulting in an effective tax rate of 188% and 0% for the three months ended September 30, 2009 and 2008 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Service revenues. Net service revenues decreased 8.0% to $68.1 million for the nine months ended September 30, 2009 from $74.0 million for the nine months ended September 30, 2008. This decrease was attributable to a $3.5 million decrease in revenue from our DSL-Modem clients primarilydue to the transition of a portion of the AT&T fulfillment business to AT&T’s in-house fulfillment as previously discussed, a $1.9 million decrease in revenue from our direct marketing clients resulting from decreased volume from existing clients and the loss of a client and a $1.6 million reduction in revenue from our B2B clients due to the loss of clients that were being fulfilled from our Romeoville, Illinois facility. These decreases were offset by a $513,000 increase in revenue from our eCommercevertical resulting from increased volume from existing clients and a $554,000 increase in revenues from our telecom vertical resulting from an increase in volumes.                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Freight Revenues. The Company’s freight revenues decreased 48.0% to $10.5 million for the nine months ended September 30, 2009 from $20.2 million for the nine months ended September 30, 2008. The decrease in freight revenues of $9.7 million is primarily attributable to a combinationof the transition of Company owned freight accounts to client owned freight accounts and the reduction in volumes from our direct marketing clients. Changes between reporting periods in freight revenue have no material impact on our operating profitability due to pricing practices for direct freight costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

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|   | Cost of service revenues. Cost of service revenues decreased 13.4% to $29.6 million for the nine months ended September 30, 2009, compared to $34.2 million for the nine months ended September 30, 2008. The cost of service revenue decrease was due to a decrease in labor costs resultingfrom both reduced use of temporary labor services and operating efficiencies resulting from adjusting labor shifts to correspond with client volumes and fulfillment equipment installed during 2008 and the reduction in third quarter service revenues explained above. As a result of the improvement in labor costs, the cost of service revenues as a percent of service revenues decreased by 2.7% to 43.5% from 46.2% for the nine months ended September 30, 2009 and 2008 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Freight Expense. The Company’s freight expense decreased 48.1% to $10.4 million for the nine months ended September 30, 2009 compared to $20.0 million for the nine months ended September 30, 2008 due to the decrease in freight revenue for the reason discussed above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Selling, General and Administrative Expenses. S,G&A expenses for the nine months ended September 30, 2009 decreased to $31.1 million, or 39.6% of total revenues, compared to $33.1 million, or 35.1% of total revenues, for the same period in 2008. The increase in S,G&A expensesas a percentage of revenue in 2009 as compared to 2008 was primarily attributable to the decrease in freight revenue. S,G&A expenses as a percentage of service revenue increased slightly by 1.0% to 45.7% for the nine months ended September 30, 2009 compared to 44.7% for the nine months ended September 30, 2008. In June 2009, a $579,000 reserve was recorded for the costs associated with the Romeoville facility that will be closed at the termination of the Romeoville lease in November 2009 and employee severancecosts associated with the transition of a portion of the AT&T fulfillment business to in-house fulfillment. Romeoville facility costs of approximately $295,000 incurred in the third quarter 2009 were offset against the reserve. The $2.0 million reduction in S,G&A expenses mainly resulted from a $759,000 reduction in facility management, equipment maintenance and account management costs made to respond to reductions in revenue discussed above, onetime legal costs of $406,000 incurred in 2008 related toa terminated merger agreement, reduced sales commission expense of $235,000 related to client accounts no longer eligible for sales commission and $197,000 in reduced travel costs. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Interest Expense. Interest expense for the nine months ended September 30, 2009 and September 30, 2008 was $207,000 and $1.1 million, respectively. The decrease was related to the interest and amortization of loan costs for the loans outstanding under the $5.0 million term loan which was outstanding during the nine months ended September 30, 2008 beforebeing repaid on September 26, 2008 and a reduction in draws against the Credit Facility in 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Income Taxes. The Company’s effective tax rate for the nine months ended September 30, 2009 and 2008 was 4.3% and 0% respectively. At December 31, 2003, a valuation allowance was recorded against the Company’s net deferred tax assets as losses in recent years created uncertaintyabout the realization of tax benefits in future years. Income taxes associated with income for the nine months ended September 30, 2009 and 2008 were offset by a corresponding decrease of the valuation allowance and tax expense of $167,000 related to the difference between financial and tax reporting of goodwill amortization was recorded resulting in an effective tax rate of 4.3% and 0% for the nine months ended September 30, 2009 and 2008 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Liquidity and Capital Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|   | The Company has a revolving credit facility (the “Credit Facility”) with Wachovia Bank, National Association (the “Bank”) which has a maximum borrowing limit of $15.0 million. The Credit Facility is used to fund the Company’s capital expenditures, operational working capital and seasonal working capital needs.The Credit Facility was renewed on March 27, 2009 when the Company entered into a Fourth Amended and Restated Loan and Security Agreement (the “2009 Credit Agreement”) with the Bank setting forth the new terms of the Credit Facility including a maturity date of June 30, 2012. There was no outstanding balance on September 30, 2009 under the Credit Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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|   | The 2009 Credit Agreement continues the Bank’s security interest in all of the Company’s assets, but releases the Bank’s previously granted security interest in certain personal assets of Scott Dorfman, the Company’s Chairman, President and CEO, which were treated as additional collateral under the 2006 prior creditagreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|   | Interest on borrowings pursuant to the 2009 Credit Agreement is payable monthly at specified rates of either, at the Company’s option, the Base Rate (as defined in the 2009 Credit Agreement) plus between 2.00% and 2.50%, or the LIBOR Rate (as defined in the 2009 Credit Agreement) plus between 3.00% and 3.50%, in each case with theapplicable margin depending on the Company’s Average Excess Availability (as defined in the 2009 Credit Agreement). The Company will pay a specified fee on undrawn amounts under the Credit Facility. After an event of default, all loans will bear interest at the otherwise applicable rate plus 2.00% per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   | The 2009 Credit Agreement contains financial, affirmative and negative covenants by the Company as are usual and customary for financings of this kind which can result in the acceleration of the maturity of amounts borrowed under the Credit Facility, including, without limitation, a change in ownership control covenant, a subjective materialadverse change covenant and financial covenants establishing a minimum Fixed Charge Coverage Ratio of 1.35 to 1.00, maximum annual Capital Expenditures, and minimum Excess Availability (as each of these terms is defined in the 2009 Credit Agreement). The 2009 Credit Agreement also defines as an event of default any termination of the employment of the Chief Financial Officer of the Company, if the Company fails to fill such position with a replacement acceptable to the Bank within 90 days. The provisions of the2009 Credit Agreement require that the Company maintain a lockbox arrangement with the Bank, and allows the Bank to declare any outstanding borrowings to be immediately due and payable as a result of noncompliance with any of the covenants. Accordingly, in the event of noncompliance, the Company’s payment obligations with respect to such borrowings could be accelerated. Therefore, when the Company has a balance on its line of credit, it is classified as a current liability. |
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|   | Under the terms of the Credit Facility, the maximum borrowing limit of $15.0 million is limited to borrowings at a specified percentage of eligible accounts receivable and inventory, which totaled $12.6 million at September 30, 2009. Additionally, the terms of the Credit Facility provide that the amount borrowed and outstanding at any timecombined with certain reserves for rental payments, letters of credit outstanding and general reserves be subtracted from the Credit Facility limit or the value of the total collateral to arrive at an amount of unused availability to borrow. The total collateral under the Credit Facility at September 30, 2009 amounted to $12.6 million. At September 30, 2009, there were no borrowings outstanding under the Credit Facility, however, the value of reserves and letters of credit outstanding totaled $3.1 million. Asa result, the Company had $9.5 million of borrowing availability under the Credit Facility at September 30, 2009.                                                                                                                                                                                                                                                                                                                                                                                        |
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|   | During the three months ended September 30, 2008, the Company also had a $5.0 million second lien loan outstanding to a finance company (the “Second Lien Credit Agreement”). The $5.0 million second lien loan was outstanding from September 28, 2007 through September 26, 2008, and was entered into when we determined that the completionof capital expenditure projects in late 2007 and forecasted working capital requirements to support our seasonal volume increase during the fourth quarter of 2007 required additional short term funding. The 2007 seasonal working capital needs were significant as a result of our 48% growth in annual revenue to $121.8 million in 2007. The $5.0 million second lien loan was repaid on September 26, 2008 from a combination of funds generated by operating income and additional borrowing under the Credit Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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|   | For the three months ended September 30, 2009, we recorded interest expense of $1,000 on the Credit Facility at a weighted average interest rate of 3.64%. The rate of interest being charged on the Credit Facility at September 30, 2009 was 3.50%. For the three months ended September 30, 2008, we recorded interest expense of $53,000 on theCredit Facility at a weighted average interest rate of 4.08% and $195,000 of interest expense on the Second Lien Credit Agreement at a constant rate of 15.0 % for the period. Our weighted average interest rate for the three months ended September 30, 2008, including amounts borrowed under both the Credit Facility and the Second Lien Credit Agreement, was 9.56%. The Company also incurred unused Credit Facility fees of approximately $18,000 and $5,000 for the three months ended September 30, 2009 and 2008, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|   | For the nine months ended September 30, 2009, we recorded interest expense of $92,000 on the Credit Facility at a weighted average interest rate of 3.17%. For the nine months ended September 30, 2008, we recorded interest expense of $187,000 on the Credit Facility at a weighted average interest rate of 4.51% and $574,000 of interest expenseon the Second Lien Credit Agreement at a constant rate of 15.0%. Our weighted average interest rate for the nine months ended September 30, 2008, including amounts borrowed under both the Credit Facility and the Second Lien Credit Agreement, was 9.39%. At September 30, 2009, the rate of interest being charged on the Credit Facility was 3.50%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|   | For the nine months ended September 30, 2009, compared to the same nine month period in 2008, the Company had an improvement of $7.0 million in cash generated from operations to $10.9 million in 2009 from $3.9 million in 2008. The $7.0 million improvement for the nine months ended September 30, 2009 from the same period ended 2008 was mostlydue to the combined result of generating a net profit of $3.7 million in 2009 compared to a net profit of $2.7 million in 2008 and the net effect of all working capital accounts providing $3.5 million of cash during the nine months ended September 30, 2009 compared with the net effect of all working capital accounts using $2.1 million of cash during the nine months ended September 30, 2008. The changes in working capital accounts for the nine months ended September 30, 2009 and 2008 resulted mainly from the combinedeffect of reductions in accounts receivable of $10.7 million in 2009 compared to $3.2 million in 2008 due to both improved collection efforts and lower revenues and reductions in accounts payable of $4.7 million in 2009 compared to $6.5 million in 2008 primarily due to reduced freight vendor payables impacted by reduced freight revenues and offset by a $1.9 decrease in accrued expenses in 2009 compared to a $1.9 increase in accrued expenses in 2008 resulting from a $920,000 decrease in accrued labor costs in2009 compared to a $681,000 increase in accrued labor costs in 2008 and a $587,000 decrease in accrued freight expense in 2008 compared to a $1.1 million increase in accrued freight expense in 2008. Additionally, non cash expenses for depreciation, which are included in net income, were $3.4 million compared to $3.2 million for the nine months ended September 30, 2009 and 2008, respectively. |
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|   | During the nine months ended September 30, 2009, net cash used in investing activities was $833,000 as compared to $2.3 million in the same period in 2008. The expenditures in 2009 have been made in various facilities to improve operating efficiency or replace equipment as needed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   | During the nine months ended September 30, 2009, net cash used in financing activities was $10.1 million compared to $2.0 million in the same period of 2008. The $8.1 million increase in cash used in financing activities is due to $10.1 million of repayments of the obligations outstanding under the Credit Facility in 2009 as compared to2008 financing activities which included $2.9 million of borrowings under the Credit Facility net of repayment of the $5.0 million term loan in September of 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|   | The Company estimates that its cash and financing needs through the next twelve months will be met by cash flows from operations and availability under its Credit Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

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|   | Critical Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|   | 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 financial statements in this Form 10-Qand Note 2 to the financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2008. 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. |
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|   | Goodwill and Other Acquired Intangibles. The Company accounts for goodwill and other intangible assets in accordance with ASC topic No. 350. Under ASC topic No. 350, goodwill impairment may exist if the net book value of a reporting unit exceeds its estimated fair value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|   | Innotrac’s goodwill carrying amount as of September 30, 2009 was $25.2 million. In accordance with ASC topic No. 350, the Company performed a goodwill valuation in the first quarter of 2009. The valuation supported that the fair value of the reporting unit at January 1, 2009 exceeded the carrying amount of the net assets, including goodwill, and thus no impairment was determined to exist. The Companyperforms this impairment test annually as of January 1 or sooner if circumstances dictate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|   | Accounting for Income Taxes. Innotrac utilizes the liability method of accounting for income taxes in accordance with ASC topic No. 740. Under the liability method, deferred taxes are determined based on the difference between the financial and tax basis of assets and liabilitiesusing 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, 2009 and December 31, 2008 was approximately $17.3 million and $18.7 million, respectively. This deferred tax asset was generated primarily by net operating loss carryforwards created primarily bythe special charge of $34.3 million recorded in 2000 and the net losses generated in 2002, 2003, 2005 and 2006. Innotrac has a net operating loss carryforward of $48.3 million at December 31, 2008 that expires between 2020 and 2027.                                                                                                                                       |
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|   | 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 ultimate realizationof the gross deferred tax asset in future years. Therefore, a valuation allowance of approximately $10.9 million and $12.4 million has been recorded as of September 30, 2009 and December 31, 2008, respectively. Income taxes associated with future earnings will be offset by the utilization of the net operating loss carryforward resulting in a reduction in the valuation allowance. For the nine months ended September 30, 2009, an deferred tax expense of $1.5 million was offset by a corresponding decrease of thedeferred tax asset valuation allowance. When, and if, the Company can return to consistent profitability, and management determines that it will be able to utilize net operating losses prior to their expiration, then the valuation allowance can be reduced or eliminated.                                 |
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|   | 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 contingentassets 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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|   | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|   | In September 2006, the FASB issued ASC topic No. 820 which defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. ASC topic No. 820 was effective for all financial and non-financial assetsand liabilities accounted for at fair value on a recurring basis for fiscal years beginning after November 15, 2007, with earlier application encouraged. There was no impact on the Company’s financial statements upon adoption on January 1, 2008.                                                                                                                                                                                                                                   |
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|   | ASC topic No 820 does not apply to leasing transactions. Subsequent to the original issuance of ASC topic No. 820, the FASB identified the effective date of the application of ASC topic No. 820 for all non-financial assets and liabilities accounted for at fair value on a non-recurring basis to fiscal years beginning after November 15, 2008.There was no impact on the Company’s financial statements upon adoption on January 1, 2009.                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | In February 2007, the FASB issued ASC topic No. 825. This standard permits an entity to choose to measure certain financial assets and liabilities at fair value. ASC topic No. 825 includes provisions that apply to available-for-sale and trading securities. This statement is effective for fiscal years beginning after November 15, 2007. There was no impact on the Company’sfinancial statements upon adoption on January 1, 2008.                                                                                                                                                                                                                                                                                                                                                                                                |
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|   | In December 2007, the FASB issued change to ASC topic No. 805. This revised standard became effective for fiscal years beginning after December 15, 2008 and changes the requirements for measuring the value of acquired assets, the date of the measurement of the acquired assets, the use of fair value accounting and the rules for capitalizationof costs of acquisition. There was no impact on the Company’s financial statements upon adoption on January 1, 2009.                                                                                                                                                                                                                                                                                                                                                                |
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|   | In December 2007, the FASB issued ASC topic No. 810. This standard became effective for fiscal years beginning after December 15, 2008 and applies to reporting requirements for minority interest ownership. There was no impact on the Company’s financial statements upon adoption on January 1, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|   | In June 2008, the FASB issued an update to ASC topic No. 260 which requires all unvested stock awards which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, to be included in the number of shares outstanding in basic and diluted EPS calculations. ASC topic No. 260, as it relates to unvested stockawards which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, became effective on January 1, 2009. As a result, our 265,956 restricted shares which are unvested but carry a non-forfeitable right to cash dividends have been included in our earnings per share calculations for all comparable periods presented in our financial statements. The dollar amount of earnings for all periods was not affected by this new reporting standard. |
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|   | In May 2009, the FASB issued ASC topic No. 855 which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC topic No. 855 identifies the period after a balance sheet date, the circumstances under whichan entity should recognize events or transactions and the disclosures an entity should make regarding events which occur after the balance sheet date. The Company immediately adopted ASC topic No. 855 which became effective for all interim or annual financial periods ending after June 15, 2009.                                                                                                                                                                                         |

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|   | Item 3 - Quantitative and Qualitative Disclosures About Market Risks                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|   | 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, 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. All of the Company’s lease obligations are fixed in nature as noted in Note 5 to the Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2008, and the Company has no long-term purchase commitments.                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|   | Item 4 – Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|   | Evaluation of Disclosure Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|   | The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial (and principal accounting) Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)and 15d-15(e) of the Securities Exchange Act of 1934) as of September 30, 2009. Based upon that evaluation, and the identification of the material weakness in the Company’s internal control over financial reporting as described below and more fully in “Item 9A – Controls and Procedures – Management’s Report on Internal Control over Financial Reporting” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, the Chief Executive Officer and ChiefFinancial Officer concluded that the disclosure controls and procedures were ineffective as of the end of the period covered by this report. The identified material weakness consists of an understaffed financial and accounting function and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. |
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|   | Changes in Internal Control Over Financial Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|   | In April of 2009, the Company hired two staff accountants which resulted in the filling of all positions that had been identified as the understaffing weakness identified above. As described more fully in “Item 9A – Controls and Procedures – Plan for Remediation of Material Weaknesses” in the Company’s AnnualReport on Form 10-K for the year ended December 31, 2008, we continue to monitor our disclosure and financial reporting control procedures. During the third quarter of 2009 and continuing in the 4th quarter of 2009, we are testing and monitoring our internal financial and reporting controls to determine what additional changes are needed to those procedures or if any additional staffing changes are required to remediate the materialweakness.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

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|           Exhibits: |
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| 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)/15d – 14(a). |
| 32.1                                                                  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. § 1350.                |
| 32.2                                                                  | Certification of principal financial officer Pursuant to 18 U.S.C. § 1350.            |
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|                    | INNOTRAC CORPORATION                                                                       |                 |
|                    | (Registrant)                                                                               |
|                    |                                                                                       |                 |
| Date: November 16, 2009 | By:                                                                                        | /s/ Scott D. Dorfman |   |   |
|                    | Scott D. Dorfman                                                                           |
|                    | President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
|                    |                                                                                       |                 |
| Date: November 16, 2009 | By:                                                                                        | /s/ George M. Hare   |   |
|                    | George M. Hare                                                                             |
|                    | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)     |