U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A
                                (Amendment No. 1)


(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 of 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 of 1999, CTE, a public shell, 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 of 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.

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


NOTE 3 - STOCKHOLDERS' EQUITY (CONTINUED)

In June 2000 Intraco issued an additional 50,000 shares of restricted common
stock as consideration in acquiring the assets of Page Telecomputing.

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.

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

     The Company is an information technology, data and voice service provider.
Management believes that the Company's competitive advantage lies in its ability
to combine extensive in-house expertise with leading speech recognition
technologies, such as voice browsers and natural language engines, to create
comprehensive commercial systems. Intraco is developing integrated virtual
office systems that combine information, voice and data technologies with
advanced speech recognition capabilities in order to provide total solutions for
businesses. Intraco's virtual office solutions include remote hosting of
customers' information and voice and data applications, enabling them to
eliminate or replace all on-site information systems, data systems, voice
systems and server applications. A customer's systems are moved to and managed
at an Intraco data center, currently located in Boca Raton, Florida and New
York, New York, providing improved performance, productivity, reliability and
scalability. Once connected, a customer's information systems and information
technology applications are accessible remotely, whether from a fixed office
location, from home or from the road.


     Intraco is currently seeking to execute an aggressive growth strategy,
which includes both internal growth through sales and marketing expansion and
external growth through mergers, acquisitions, joint ventures and similar
transactions. Intraco is currently planning to acquire companies in the

                                       6
<PAGE>

telecommunications, internet service provider and network systems integration
areas. Additionally, Intraco, through relationships it has established with
Motorola, Microsoft, Nuance, Lernout, Hauspie and Phonetic Systems, will
incorporate new products and technologies into its systems, including
phone access to Internet websites and voice-recognition-driven auto-attendant
products.

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


     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.


                                       7
<PAGE>

     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 71.3% to $1,604,485 for the three months ended
June 30, 2000 from $936,641 for the three months ended June 30, 1999. This
increase was primarily due to a $571,719 increase in systems/networks revenues.
Systems/networks revenues accounted for approximately 89% of revenues in the
2000 period.

     COST OF REVENUES. Cost of revenues increased 79.7% to $1,209,252 for the
three months ended June 30, 2000, as compared to $672,875 for the three months
ended June 30, 1999. Cost of systems were $1,094,420 or 76.3% of systems
revenues for the three months ended June 30, 2000, compared to $583,249 or 67.6%
of systems revenue for the corresponding period in 1999. Cost of service
contracts were $114,832 or 67.5% of service contract revenue for the three
months ended June 30, 2000, compared to $89,626 or 121.4% 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.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the three months ended June 30, 2000 were
$1,365,204, compared to $396,324 for the three months ended June 30, 1999, an
increase of $968,880 or 244.5%. Of the dollar increase, $655,489 represented
increased payroll and commission costs in connection with the hiring of
additional personnel to prepare Intraco to enter new markets and to deliver the
new products and services, $34,846 primarily represented increased professional
fees, $56,804 represented increased public relations costs in connection with
engaging a public relations firm, $42,665 represented increased advertising
expenses, and $36,160 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
$8,254 to $4,616 for the three months ended June 30, 2000 as compared to
interest income, net of interest expense, of $6,359 for the three months ended
June 30, 1999.

                                        8
<PAGE>

     NET LOSS. As a result of the foregoing, Intraco reported a net loss of
$953,809 for the three months ended June 30, 2000, compared to a net loss of
$126,045 for the three months ended June 30, 1999, an increase of $827,764.

LIQUIDITY AND CAPITAL RESOURCES

     Intraco has incurred significant losses and has substantial negative cash
flow from operations. Intraco's independent auditors have included a footnote in
their annual report 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 balance of 2000.
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.


     Intraco intends to pursue expansion and acquisition plans, which may
include the opening of additional facilities, both domestically and
internationally, as well as the acquisition of additional facilities and/or
companies. The success and timing of any such plans and required capital
expenditures are unpredictable and Intraco has no current arrangements with
respect to any possible acquisitions or material capital expenditures. Funding
for such plans could be a combination of issuance of additional equity,
additional borrowings and profits from operations. Intraco cannot make any
assurances that such funding would become available for such plans. No assurance
can be made that such funding will be forthcoming and if forthcoming, be
available on reasonable terms or in an amount necessary to accomplish such
plans.


                                        9
<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 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 and paid a cash fee of $381,200 as a commission for
this sale.

     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 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. The shares were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act. Intraco did not pay any
fees or commissions in connection with this issuance.

     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 shares were issued pursuant to an exemption from registration under
Sections 3(a)(9) and 4(2) of the Securities Act. 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.


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<PAGE>

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.

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<PAGE>

                                   SIGNATURES

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

                                             INTRACO SYSTEMS, INC.



Dated:  November 9, 2000                     By: /s/ Walt Nawrocki
                                                 ------------------------------
                                                 Chief Executive Officer and
                                                 Director (Principal Executive
                                                 Officer)


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