U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A
                                (Amendment No. 2)


(Mark One)

[X]  Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

     For the quarterly period ended June 30, 2000

[ ]  Transition Report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

         For the transition period from _____________ to ______________.

                         Commission File Number 0-027073

                              INTRACO SYSTEMS, INC.
                     ---------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

                 Nevada                                     87-0381511
     ---------------------------------                 -------------------
       (State or other jurisdiction                       (IRS Employer
     of incorporation or organization)                 Identification No.)

                          3998 FAU Boulevard, Suite 210
                              Boca Raton, Fl 33431
                    ----------------------------------------
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (561) 367-0600
                                                         --------------

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

         Yes [X]                                     No [ ]

     State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practical date: At August 4, 2000, there were
outstanding 17,349,250 shares of Common Stock, $.01 par value per share.

Transitional Small Business Disclosure Format:  Yes [ ]       No [X]
<PAGE>

                                TABLE OF CONTENTS

                                                                           PAGE
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements:

  Condensed Balance Sheet as of June 30, 2000 (unaudited) ...............    1
  Condensed Statements of Operations for the Three and
    Six Months Ended June 30, 2000 and 1999  (unaudited) ................    2
  Condensed Statements of Cash Flows for the Six Months
    Ended June 30, 2000 and 1999 (unaudited) ............................    3
  Notes to Condensed Financial Statements (unaudited) ...................    4

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.......................................    6

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings...............................................   10

Item 2.  Changes in Securities and Use of Proceeds.......................   10

Item 3.  Defaults Upon Senior Securities.................................   11

Item 4.  Submission of Matters to a Vote of Security Holders.............   11

Item 5.  Other Information...............................................   11

Item 6.  Exhibits and Reports on Form 8-K................................   11

Signatures...............................................................   12
<PAGE>
INTRACO SYSTEMS, INC.
CONDENSED BALANCE SHEET
JUNE 30, 2000
(UNAUDITED)
--------------------------------------------------------------------------------

                                     ASSETS
                                     ------

Current assets:
  Cash                                                          $ 2,178,639
  Accounts receivable, net                                          869,364
  Inventory                                                         120,495
  Prepaid expenses                                                  132,860
                                                                -----------
     Total current assets                                         3,301,358
                                                                -----------
Property and equipment, net                                         737,961
Other assets:
  Due from related party                                             29,227
  Goodwill, net                                                     180,136
  Deposits                                                           18,184
  License agreement, net of $16,667 of amortization                  33,333
                                                                -----------
     Total other assets                                             260,880
                                                                -----------
     Total assets                                               $ 4,300,199
                                                                ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
  Accounts payable                                              $   206,313
  Deferred revenue                                                  213,932
  Accrued expenses                                                  208,028
  Customer deposits                                                  11,355
  Capital lease payable                                               9,655
  Note payable                                                            -
  Stock issuance cost payable                                       254,840
                                                                -----------
     Total current liabilities                                      904,123
                                                                -----------
Capital lease payable                                                26,409
                                                                -----------
Stockholders' equity:
  Series A convertible redeemable preferred stock,
     $0.001 par value, 2,500,000 shares authorized and
     427,000 shares issued and outstanding, 7%
     cumulative, with a $1.00 per share preference value                427
  Series B convertible redeemable preferred stock,
     $0.001 par value, 1,700,000 shares authorized and
     989,400 shares issued and outstanding, with a $1.00
     per share preference value and $.997 for subscriptions
     over $100,000                                                      989
  Common stock, $.001 par value, 100,000,000 shares
     authorized, 17,296,764 shares issued and outstanding            17,296
  Additional paid-in capital                                      7,290,783
  Subscription receivable                                          (446,300)
  Accumulated deficit                                            (3,520,528)
  Outstanding stock options                                          27,000
                                                                -----------
     Total stockholders' equity                                   3,369,667
                                                                -----------
     Total liabilities and stockholders' equity                 $ 4,300,199
                                                                ===========


            See accompanying notes to condensed financial statements.

                                       1
<PAGE>

INTRACO SYSTEMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
MARCH 31, 2000
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                 For the six months                 For the three months
                                                   ended June 30,                      ended June 30,
                                           ------------------------------      ------------------------------
                                               2000              1999              2000              1999
                                           ------------      ------------      ------------      ------------
<S>                                        <C>               <C>               <C>               <C>
Revenues:
  Systems/networks                         $  2,703,780      $  1,383,474      $  1,434,285      $    862,566
  Service contracts                             388,569           318,139           170,200            74,075
                                           ------------      ------------      ------------      ------------
     Total revenues                           3,092,349         1,701,613         1,604,485           936,641
                                           ------------      ------------      ------------      ------------
Cost of revenues:
  Systems/networks                            2,171,839         1,033,293         1,094,420           583,249
  Service contracts                             212,571           206,687           114,832            89,626
                                           ------------      ------------      ------------      ------------
     Total cost of revenues                   2,384,410         1,239,980         1,209,252           672,875
                                           ------------      ------------      ------------      ------------

Gross profit                                    707,939           461,633           395,233           263,766

General and administrative                    2,163,454           764,007         1,365,204           396,324
                                           ------------      ------------      ------------      ------------

Loss from operations                         (1,455,515)         (302,374)         (969,971)         (132,558)
                                           ------------      ------------      ------------      ------------

Interest income                                  28,631            16,865            20,055            16,752

Interest expense                                (13,676)          (18,341)           (5,439)          (10,393)

Other income                                      4,334               154             1,546               154
                                           ------------      ------------      ------------      ------------

Loss before income taxes                     (1,436,226)         (303,696)         (953,809)         (126,045)

Provision (benefit) for income taxes                  -                 -                 -                 -
                                           ------------      ------------      ------------      ------------

Net loss                                   $ (1,436,226)     $   (303,696)     $   (953,809)     $   (126,045)
                                           ============      ============      ============      ============

Net loss per share (basic and diluted)            (0.08)            (0.03)            (0.06)            (0.01)
                                           ============      ============      ============      ============

Weighted average number of shares
outstanding and to be issued                 17,162,855        12,067,309        17,162,855        12,067,309
                                           ============      ============      ============      ============
</TABLE>

            See accompanying notes to condensed financial statements.

                                       2
<PAGE>
INTRACO SYSTEMS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
--------------------------------------------------------------------------------

                                                        For the six months
                                                          ended June 30,
                                                    --------------------------
                                                        2000           1999
                                                    -----------    -----------

Cash flows from operating activities:
  Net loss                                          $(1,436,226)   $  (303,697)
  Adjustments to reconcile net loss to net cash
   provided (used) by operating activities:
     Depreciation and amortization                       62,537          9,602
     Issuance of common stock for services              159,535              -
     Changes in assets and liabilities
     (Increase) decrease in:
       Inventory                                       (103,817)       (20,411)
       Accounts receivable                             (333,942)      (271,100)
       Interest receivable                                    -        (16,722)
       Note receivable - related party                        -         74,963
       Prepaid expenses                                 (46,464)        72,079
       Due from related party                           (29,227)        46,480
       Due from shareholder                                   -          2,800
       Security deposits                                 (3,120)        (7,245)
     Increase (decrease) in:
       Accounts payable                                (819,639)       308,526
       Deferred revenue                                  48,438        (88,277)
       Customer deposits                                  7,455       (140,822)
       Accrued expenses                                 208,028         33,973
                                                    -----------    -----------
Net cash used by operating activities               $(2,286,442)   $  (299,851)
                                                    -----------    -----------
Cash flows from investing activities:
  Purchase of property and equipment                   (548,868)        (5,391)
  Purchase of license agreement                         (50,000)             -
                                                    -----------    -----------
Net cash used by investing activities                  (598,868)        (5,391)
                                                    -----------    -----------
Cash flows from financing activities:
  Proceeds from issuance of stock, net                5,060,794        727,828
  Common stock issued in connection with exercise
   of employee stock options                             14,658              -
  Dividends paid                                        (35,390)        (1,092)
  Repayment of long-term debt                          (127,838)      (121,322)
  Costs associated with recapitalization                      -       (283,153)
                                                    -----------    -----------
Net cash provided by financing activities             4,912,224        322,261
                                                    -----------    -----------
Net increase in cash                                  2,026,914         17,019
Cash at beginning of period                             151,725         32,245
                                                    -----------    -----------
Cash at end of period                               $ 2,178,639    $    49,264
                                                    ===========    ===========

            See accompanying notes to condensed financial statements.

                                       3
<PAGE>

INTRACO SYSTEMS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required for complete financial statements.
In the opinion of management, all adjustments necessary for a fair presentation
of the results for the interim periods presented have been included.

These results have been determined on the basis of generally accepted accounting
principles and practices applied consistently with those used in the preparation
of the Company's Annual Financial Statements for the year ended December 31,
1999 for Intraco Systems, Inc. (the "Company"). Operating results for the six
months ended June 30, 2000 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2000.

It is recommended that the accompanying condensed financial statements be read
in conjunction with the financial statements and notes thereto included
elsewhere in this filing.


NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                     June 30,
                                       2000
                                    ---------

Leasehold improvements              $  57,908
Equipment                             844,981
Furniture and fixtures                 22,260
                                    ---------
   Total property and equipment       925,149

Less: accumulated depreciation       (187,188)
                                    ---------
   Property and equipment, net      $ 737,961
                                    =========

Depreciation expense for the six months ended June 30, 2000 was $44,821.


NOTE 3 - STOCKHOLDERS' EQUITY


In March 1999, the Company sold 866,300 shares of $0.001 par value common
stock to an investment company at $1.00 per share. At June 30, 2000, the Company
holds an interest-bearing note of $446,300 from the investment company.
Subsequent to June 30, 2000 the investment company has paid the note in full.

In April 1999, CTE, an inactive public company, acquired all of the outstanding
common stock of the Company. For accounting purposes, the acquisition has been
treated as an acquisition of CTE by the Company and as a recapitalization of the
Company. The exchange ratio of common shares was one-for-one. The estimated fair
market value of the net assets acquired was $1,005. Costs associated with this
recapitalization totaled $283,153. As a result of the recapitalization, the
Company is now authorized to issue 100,000,000 shares of common stock.

In March 2000, the Company sold 160,000 shares of $0.001 par value common stock
to an investor at a cost of $1.25 per share with 30,000 warrants exercisable at
$0.75 per warrant. The Company sold 3,474,667 units for $1.50 per unit; each
unit consists of one share of common stock and one warrant exercisable at $1.50
per warrant. Fees associated with the offerings consisted of cash, warrants, and
common stock. The warrants were issued to the outside investors and considered a
cost of raising capital, and the discount of $.50 per warrant or $15,000, for
the 30,000 warrants has been included in additional paid-in capital.


                                        4
<PAGE>
INTRACO SYSTEMS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 3 - STOCKHOLDERS' EQUITY (CONTINUED)


In June 1999, the Company purchased the assets of Page Telecomputing. In
connection with the purchase, the Company entered into an employment agreement
with the principal shareholder of Page Telecomputing. In June 2000, the Company
terminated this employment agreement and issued 50,000 restricted shares of its
common stock to such employee in settlement of the employment agreement. The
shares were valued at $98,400.

The Company's financial statements for June 30, 2000 have reflected this
issuance as additional consideration for the purchase of the assets of Page
Telecomputing and the $98,400 is included in goodwill. Subsequently, the Company
determined that this accounting was inconsistent with the intent of the parties.
The Company has, therefore, corrected its accounting of the shares issued in
connection with the termination of the employment agreement and such correction
is reflected in its financial statements for September 30, 2000. The Company's
goodwill has been reduced by $98,400 and such amount has been expensed as
compensation expense included in general, selling and administrative expenses.

During the six months ended June 30, 2000 Intraco issued 198,560 shares of
restricted common stock as payment of fees and issued 58,628 of restricted
common stock to one employee and 3 former employees in connection with the
exercise of stock options. The 198,560 shares issued for services were valued at
the fair market value of Intraco's common stock at the date of issuance or $1.53
per share, the quoted market price on the close of the prior day. The $302,936
has been included in current year general and administrative expense.


During the six months ended June 30, 2000 preferred stock holders converted
333,920 shares of preferred stock to common stock.


                                       5
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

        CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
             OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     The following discussion regarding Intraco Systems, Inc. (the "Company" or
"Intraco") and its business and operations contains "forward-looking statements"
within the meaning of Private Securities Litigation Reform Act of 1995. These
statements consist of any statement other than a recitation of historical fact
and can be identified by the use of forward-looking terminology such as "may,"
"expect," "anticipate," "estimate" or "continue" or the negative or other
variations thereof or comparable terminology. The reader is cautioned that all
forward-looking statements are necessarily speculative and there are certain
risks and uncertainties that could cause actual events or results to differ
materially from those referred to in such forward-looking statements, including
no history of profitable operations, competition, risks related to acquisitions,
difficulties in managing growth, dependence on key personnel and other factors
discussed under the section titled "Management's Discussion and Analysis or Plan
of Operations -- Factors That May Affect Future Results" in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1999. The Company does not
have a policy of updating or revising forward-looking statements and thus it
should not be assumed that silence by management over time means that actual
events are occurring as estimated in such forward-looking statements.

     The following discussion and analysis should be read in conjunction with
the financial statements appearing as Item 1 to this Report. These financial
statements reflect the operations of the Company for the six months and three
months ended June 30, 2000 and 1999.

                              RESULTS OF OPERATIONS

GENERAL


     Intraco is an information technology service provider. Its products and
services include computer hardware, computer networks, speech recognition
products and services, and voice-activated products and services. Intraco is in
the process of attempting to shift its business focus from direct sales of
computer hardware and computer networks to be installed on customer premises to
providing speech recognition and voice command products delivered from Intraco
data centers for recurring monthly fees. This manner of providing products and
services from a remote location for a recurring service charge is referred to as
being an "application service provider."

     At present, Intraco has established two data centers, one in New York City
and another in Boca Raton, Florida. Both of these data centers are equipped to
deliver Intraco's new services. Intraco's current speech and voice services
include a speech recognition telephone "operator" that answers incoming
telephone calls and directs them to the appropriate extension by responding to
the caller's voice request and a voice-activated telephone dialing system that
places outgoing calls. Intraco has begun signing contracts with customers for
the sale of some of these new services and for the testing of others.

     Management believes Intraco's competitive advantage lies in its ability to
combine its in-house expertise with leading speech recognition technologies
available from third parties, including voice browsers and natural language
engines, to create comprehensive packages of technology and voice services for a
variety of businesses. Management believes the major market for these services
is small- to medium-sized businesses and branch offices of larger companies.
Intraco's primary sales channel for these new products will be through
telecommunications companies with only a relatively small portion of its sales
coming from direct sales from its own sales force. At present, Intraco is
testing the "operator" and the voice-activated dialer with a client that is
assessing its services. Intraco expects test results to be available during the
first quarter of 2001.

                                       6
<PAGE>

     By January 31, 2001, Intraco will require additional funding to pay its
current operating expenses as well as to continue selling, marketing, testing
and installation of its new products. Intraco's operating expenses total
approximately $350,000 per month. The total funds it will need will depend on
both the length of time it takes to raise the funds as well as the rate at which
its new products gain acceptance in the marketplace. Management believes that
the faster Intraco can generate revenues from its new products, the more
operating profit will become available to offset some of its cash requirements
for its operations. Intraco has only recently started to generate limited
revenues from these new products, however, and there can be no assurance it will
be able to generate sufficient revenues from these new products in order to fund
all or a part of its operating expenses. Intraco is also unable to estimate when
sufficient revenues may be generated by sales of its new products. Therefore,
Intraco is actively seeking a capital infusion of approximately $5 million,
which it believes will provide substantially all of the funding needed to meet
its operating expenses and its product development and testing cash needs, while
Intraco develops additional sales channels so as to increase its sales to
profitable levels. There can be no assurances that Intraco will be able to
increase its sales to profitable levels.

     Management is in the process of identifying potential private investors for
a private equity investment and a private debt offering. The specific terms of
any investment have not yet been negotiated with the potential investors.
Intraco may also obtain funds through the exercise of certain outstanding
warrants. There can be no assurances, however, that it will be able to complete
any offerings or that any warrant holders will exercise their warrants. As of
the date of this report, the trading price of Intraco's common stock is below
the exercise prices of its outstanding warrants. If Intraco is not able to raise
the required capital, then it will reduce operations, seek a potential acquirer
and/or discontinue operations.

     Intraco was incorporated in Florida in March 1990. In April 1999, it
completed a share exchange with Custom Touch Electronics, Inc., a Nevada
corporation with no material operations whose common stock traded on the OTC
Bulletin Board. Pursuant to the share exchange, all of the outstanding shares of
Intraco capital stock were exchanged for 10,531,500 Custom Touch shares.
Thereafter, Custom Touch changed its name to Intraco Systems, Inc.


SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

     REVENUES. Revenues increased 81.7% to $3,092,349 for the six months ended
June 30, 2000 from $1,701,613 for the six months ended June 30, 1999. This
increase was primarily due to a $1,320,306 increase in systems/networks
revenues. Systems/networks revenues accounted for approximately 87% of revenues
in the 2000 period compared to approximately 81% for the corresponding period in
1999.

     COST OF REVENUES. Cost of revenues increased 92.3% to $2,384,410 for the
six months ended June 30, 2000 as compared to $1,239,980 for the six months
ended June 30, 1999. Cost of systems were $2,171,839, or 80.3%, of systems
revenues for the six months ended June 30, 2000, compared to $1,033,293, or
74.7%, of systems revenue for the corresponding period in 1999. Cost of service
contracts were $212,571, or 54.7%, of service contract revenues for the six
months ended June 30, 2000, compared to $206,687, or 65%, for the corresponding
period in 1999. Although Intraco continues to be impacted by the margin pressure
on hardware being experienced throughout the industry, Intraco expects this
situation to improve as a greater proportion of sales come from its newer
product offerings. These products include computer telephony, speech recognition
and information technology outsourcing. Although there can be no assurance that
this strategy will prove successful, management believes it is necessary for
Intraco's long-term viability.

                                       7
<PAGE>

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the six months ended June 30, 2000 were $2,163,454,
compared to $764,007 for the six months ended June 30, 1999, an increase of
$1,399,447, or 183.2%. Of the dollar increase, $940,169 represented increased
payroll and commission costs in connection with the hiring of additional
personnel to begin entering new markets and to deliver the new
products and services; $58,803 represented increased professional fees; $56,804
represented increased public relations costs in connection with engaging a
public relations firm; $48,144 represented increased advertising expenses; and
$75,243 represented increased insurance costs. The remaining increase was
attributable to additional selling, general and administrative expenses.

     INTEREST INCOME. Interest income, net of interest expense, increased by
$16,431 to $14,955 for the six months ended June 30, 2000 as compared to net
interest expense of $1,476 for the six months ended June 30, 1999, reflecting
the interest earned on deposits and the repayment of long-term debt.

     NET LOSS. As a result of the foregoing, Intraco reported a net loss of
$1,436,226 for the six months ended June 30, 2000 compared to a net loss of
$303,696 for the six months ended June 30, 1999, an increase of $1,132,530.

     ACCOUNTS RECEIVABLE. Accounts receivable increased $548,364, or 171%, to
$869,364 for the period ending June 30, 2000 from $321,000 for the period ending
June 30, 1999. This increase was primarily due to an increase in revenues and to
an increase in the average number of days outstanding. The average number of
days outstanding for the six months ended June 30, 2000 was 41 days as compared
to 20 days for the corresponding period in 1999. As of June 30, 2000, 73% of the
accounts receivable was current as compared to 88% as of June 30, 1999.

     ACCOUNTS PAYABLE. Accounts payable decreased $434,689, or 68%, to $206,313
for the period ending June 30, 2000 from $41,002 for the period ending June 30,
1999. The decrease was due to the use of the net proceeds from Intraco's private
offering in March 2000. Intraco was able to reduce accounts payable to a current
status. As a result of prior credit issues, we are required to maintain current
payment terms with our vendors.

     PROPERTY AND EQUIPMENT. Property and equipment increased $729,520, or 373%,
to $925,149 for the period ending June 30, 2000 from $195,629 for the period
ending June 30, 1999. The increase was due to the establishing of a new data
center to provide our new speech and telecommunication services.

THREE MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999


      REVENUES. Revenues increased 291% to $1,264,934 for the three months ended
September 30, 2000 from $323,756 for the three months ended September 30, 1999.
This increase was primarily due to an increase in the sales and marketing staff
to 16 people for the three months ended September 30, 2000 from six people for
the corresponding period in 1999. Although Intraco is attempting to shift its
business focus away from its systems/networks products and service contracts,
management anticipates that its systems/networks revenues will continue to
constitute a significant portion of Intraco's revenues in the future.

      COST OF REVENUES. Cost of revenues increased 471% to $1,242,814 for the
three months ended September 30, 2000, from $217,719 for the three months ended
September 30, 1999. This increase reflects Intraco's increased sales and also
increased competition, which limits Intraco's ability to mark-up the hardware
and software sold. In addition $117,000 of the dollar increase represents an
adjustment to inventory. The cost of revenues in the prior period was
understated by this adjustment. For the three months ended September 30, 2000
the cost of systems/networks were $1,155,623 or 99.9% including the inventory
adjustment, and $1,038,623 or 89.8% excluding the inventory adjustment, of
systems/networks revenue compared to $178,864 or 85.3% of systems/networks
revenue for the corresponding period in 1999. Cost of service contracts was
$87,191 or 80.5% of service contract revenue for the three months ended
September 30, 2000, compared to $38,855 or 34.1% for the corresponding period in
1999. The cost of service contracts has increased as a result of higher labor
charges for services Intraco contracts out.


                                       8
<PAGE>


      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the three months ended September 30, 2000 were
$1,612,139 compared to $619,841 for the three months ended September 30, 1999,
an increase of $992,298 or 160.1%. Of the dollar increase, $566,259 represented
increased payroll and commission costs in connection with the hiring of nine
additional engineers, ten additional sales and marketing staff, and two
additional administrative personnel to begin developing new products and
services, entering new markets and continuing to sell existing products; $21,017
represented increased professional fees; $57,321 represented increased public
relations costs in connection with engaging a public relations firm; $64,522
reflects increased levels of depreciation and amortization due to capital
investments and $63,327 represented increased network service charges for the
new data centers; and $98,400 represented a one-time charge for the settlement
of an employment contract The remaining increase was attributable to other
additional selling, general and administrative expenses.

      INTEREST INCOME. Interest income, net of interest expense, increased by
$57,567 to $53,301 for the three months ended September 30, 2000 as compared to
net interest expense of $4,266 for the three months ended September 30, 1999,
reflecting the interest earned on deposits and the repayment of long-term debt.

      NET LOSS. As a result of the foregoing, Intraco reported a net loss of
$1,531,644 for the three months ended September 30, 2000, compared to a net loss
of $518,070 for the three months ended September 30, 1999, an increase of
$1,013,574.


LIQUIDITY AND CAPITAL RESOURCES


     Intraco has incurred significant losses and has substantial negative cash
flow from operations. Intraco has included a footnote in its annual financial
statements for the year ended December 31, 1999, which expresses concern about
Intraco's ability to continue as a going concern unless sales increase and/or
additional investment capital is raised. Intraco expects significant operating
losses to continue at least through the first half of 2001. During the six
months ended June 30, 2000, Intraco received approximately $5.4 million from
equity private placements and is currently seeking to raise additional capital
from institutional investors. Intraco will require additional funding to cover
current operations and the implementation of its business plan. There can be no
assurance that additional funds will be raised through these offerings or
otherwise.


     At June 30, 2000, Intraco's current assets were $ 3,301,358 and current
liabilities were $ 904,123. Long-term liabilities were $26,409. Management is
aggressively seeking to raise additional investment capital, both for working
capital (current obligations) as well as to finance its growth and acquisition
strategy. Although there can be no assurance that management will be successful
in securing the needed capital, management is in discussions with potential
investors and is optimistic that additional funding will be available.

     Intraco had $2,178,639 in cash on hand at June 30, 2000, compared to
$151,725 at December 31, 1999. Operating activities for the six months ended
June 30, 2000 used cash of $2,286,442, primarily due to an increase in accounts
receivable of $333,942, support of increased revenues, pay down of trade
payables of $819,639 and net loss of $1,436,226. Net cash used in investing
activities was $598,868, reflecting the purchase of certain fixed assets and
investments in licensing agreements. Financing activities provided cash of
$4,912,224, primarily due to issuance of capital stock of $5,059,669, which was
partially offset by repayment of $127,838 of long-term debt.


     Because of delays Intraco has experienced in obtaining the additional
financing required, Intraco has suspended any plans for expansion through
acquisitions or otherwise. Accordingly, Intraco has no material commitments for
capital expenditures at the present time. Because Intraco is operating at a
loss, however, it must secure additional funding to continue its current
operations. No assurance can be made that such funding will be available and, if
available, that such funding will be available on terms acceptable to Intraco.


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<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     In October 29, 1999, Banker's Leasing Association ("Banker's") filed a suit
against Intraco and Jack Berger in the Circuit Court of the Fifteenth Judicial
Circuit in and for Palm Beach County, Florida for breach of a master lease
agreement and personal guaranty related to computer equipment, software and
services leased by Intraco for the amount of $71,608. Intraco has filed a
counterclaim based on Banker's failure to provide services agreed to in the
lease and breach of fiduciary duty. Banker's has answered Intraco's counterclaim
and filed suit against AIM Solutions, Inc. ("AIM"), as successor to Enterprises
Solutions Group, Inc., the third party responsible for setting up the computer
equipment and software and providing services. AIM has responded to the claims
against it. Discovery has not yet commenced.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS


      In February 2000, the Company sold 160,000 restricted shares of common
stock and warrants to purchase 30,000 restricted shares of common stock at $0.75
per share for $200,000 to one accredited investor. The sale was exempt from
registration under the Securities Act pursuant to Section 4(2) thereof. To
Intraco's knowledge, the investor was sophisticated in financial investments and
received a variety of financial and other information about Intraco in
connection with the investor's due diligence. No public solicitation or general
advertising was done in connection with this offering. Intraco did not pay any
fees or commissions in connection with this sale.

      In March 2000, the Company sold 3,474,667 units for $4,805,799 net of fees
and expenses to a total of 11 accredited investors. Each unit consisted of one
restricted share of common stock and one warrant to purchase one restricted
share of common stock at $1.50 per share. The sale of the units was exempt from
registration under the Securities Act pursuant to Section 4(2) thereof and were
made pursuant to a term sheet and unit purchase agreement. In addition to
Intraco's representations in the purchase agreement, the investors were provided
with a variety of financial and other information about Intraco in connection
with their due diligence. No public solicitation or general advertising was done
in connection with this offering. Intraco issued a warrant to purchase 210,000
restricted shares of common stock at $2.00 per share, 196,560 restricted shares
of common stock and a warrant to purchase 196,560 restricted shares of common
stock at $1.50 per share, paid a cash fee of $381,200 as a commission for
this sale and paid legal, accounting and other miscellaneous expenses of
$67,323.

      In April 2000, Intraco issued 6,199 restricted shares of common stock to
one former employee upon the employee's exercise of stock options granted to the
employee under Intraco's stock option plan in connection with the person's
employment with Intraco. Intraco did not receive any proceeds from the exercise
of options because the optionholder used the cashless exercise method. The
shares were valued at $22,068. The shares were issued pursuant to an exemption
from registration under Section 3(a)(9) and 4(2) of the Securities Act. The
employee had access to the Company's reports filed pursuant to the Exchange Act
and a copy of the stock option plan and were familiar with Intraco's operations
and financial condition. Intraco did not pay any fees or commissions in
connection with this issuance.

                                       10
<PAGE>

      From April 2000 to June 2000, Intraco issued 2,000 shares of restricted
common stock to Mark Wachs Associates, a public relations firm, in connection
with services provided to Intraco. The shares issued were valued at $8,187.50.
The shares were issued pursuant to an exemption from registration under Section
4(2) of the Securities Act. To Intraco's knowledge, management of the firm was
sophisticated in financial investments and was familiar with Intraco's business
and operations. No offering document was prepared, and no public solicitation or
general advertising was done in connection with this issuance. Intraco did not
pay any fees or commissions in connection with this issuance.

      In June 2000, Intraco issued 52,549 shares of restricted common stock to
one employee and three former employees upon the employees' exercise of stock
options granted to the employees under Intraco's stock option plan in connection
with their employment with Intraco. Intraco did not receive any proceeds from
the exercise of the options because the optionholders used the cashless exercise
method. The stock options were valued at an aggregate of $150,625. The shares
were issued pursuant to an exemption from registration under Sections 3(a)(9)
and 4(2) of the Securities Act. The individuals had access to the Company's
reports filed pursuant to the Exchange Act and a copy of the stock option plan
and were familiar with Intraco's operations and financial condition. Intraco did
not pay any fees or commissions in connection with these issuances.


     From February 2000 to June 2000, Intraco issued 333,920 shares of common
stock to preferred shareholders who converted a like number of shares of
preferred stock. The shares were issued pursuant to an exemption from
registration under Section 3(a)(9) of the Securities Act.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5.  OTHER INFORMATION

     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits:

         Exhibit No.    Description
         -----------    -----------

         27.1           Financial Data Schedule (SEC Use Only)

     (b) None.

                                       11
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused Amendment No. 2 to this Report to be signed on behalf
by the undersigned thereunto duly authorized.

                                             INTRACO SYSTEMS, INC.


Dated:  January 17, 2001                      By: /s/ Walt Nawrocki
                                                 ------------------------------
                                                 Chief Executive Officer and
                                                 Director (Principal Executive
                                                 Officer)


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