================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

       For the quarterly period ended September 30, 2001

[   ]  Transition report under Section 13 or 15(d) of the Exchange Act

       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 November 16,2001, there were
outstanding 35,310,090 shares of Common Stock, $.001 par value per share.

Transitional Small Business Disclosure Format (check one): Yes [  ] No [ X ]

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<PAGE>

                                TABLE OF CONTENTS


                                                                            PAGE
                                     PART I

Item 1.   Financial Statements:

          Condensed Balance Sheet as of September 30, 2001(Unaudited)......    1

          Condensed Statements of Operations for the Three and nine
               Months ended September 30, 2001 and 2000 (Unaudited)........    2

          Condensed Statements of Cash Flows for the nine Months ended
               September 30, 2001 and 2000 (Unaudited).....................    3

          Notes to Condensed Financial Statements..........................  4-5

Item 2.   Management's Discussion and Analysis or Plan of Operation........ 6-11

                                     PART II

Item 1.   Legal Proceedings...............................................    12

Item 2.   Changes in Securities........................................... 12-14

Item 3.   Defaults Upon Senior Securities.................................    14

Item 4.   Submission of Matters to a Vote of Security Holders.............    14

Item 5.   Other Information...............................................    14

Item 6.   Exhibits and Reports on Form 8-K................................    15

Signatures................................................................    16




<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:

Intraco Systems, Inc.
Condensed Balance Sheet
September 30, 2001
(Unaudited)
<TABLE>
<CAPTION>

ASSETS
<S>                                                                             <C>
         Current assets:
              Accounts receivable, net                                          $    20,104
              Prepaid expenses                                                      207,556
                                                                                -----------
                 Total current assets                                               227,660
                                                                                -----------

         Property and equipment, net                                                843,357

         Other assets:
              Goodwill, net                                                          71,323
              Deposits                                                                5,473
                                                                                -----------
                 Total other assets                                                  76,796
                                                                                -----------
                 Total assets                                                   $ 1,147,813
                                                                                ===========

  LIABILITIES AND STOCKHOLDERS' EQUITY

         Current Liabilities:
              Bank overdraft                                                    $    21,337
              Accounts payable                                                      790,206
              Deferred revenue                                                       37,816
              Accrued expenses                                                      614,528
              Customer deposits                                                      19,711
              Capital lease payable                                                  75,666
              Dividends payable                                                      66,916
              Stock issuance cost payable                                           254,840
                                                                                -----------
                 Total current liabilities                                        1,881,020
                                                                                -----------

         Capital lease payable                                                      145,640
                                                                                -----------

         Stockholders' equity:
              Series A convertible redeemable preferred stock,
                 $0.001 par value, 2,500,000 shares authorized and
                 391,500 shares issued and outstanding                                  392
              Series B convertible redeemable preferred stock,
                 $0.001 par value, 1,700,000 shares authorized and
                 872,100 shares issued and outstanding                                  872
              Common stock, $.001 par value, 100,000,000 shares
                 authorized, 30,310,090 shares issued and outstanding                30,310
              Additional paid-in capital                                          8,114,006
              Outstanding stock warrents                                             27,000
              Accumulated deficit                                                (9,051,427)
                                                                                -----------
                 Total stockholders' equity                                        (878,847)
                                                                                -----------
                 Total liabilities and stockholders' equity                     $ 1,147,813
                                                                                ===========
</TABLE>

            See accompanying notes to condensed financial statements

                                       1
<PAGE>
     Intraco Systems, Inc.
     Condensed Statement of Operations
     (Unaudited)
<TABLE>
<CAPTION>

                                                For the nine months               For the three months
                                                ended September 30,               ended September 30,
                                          -----------------------------     -----------------------------
                                              2001             2000              2001            2000
                                          ------------     ------------     ------------     -------------


<S>                                       <C>              <C>              <C>              <C>
Revenues                                  $    208,082     $  4,357,283     $     22,863     $  1,264,934

Cost of Revenues                               105,454        3,627,224            4,803        1,242,814
                                          ------------     ------------     ------------     ------------

Gross profit                                   102,628          730,059           18,060           22,120

General and administrative                   2,591,152        3,775,593          626,283        1,612,139
                                          ------------     ------------     ------------     ------------

Loss from operations                        (2,488,524)      (3,045,534)        (608,223)      (1,590,019)
                                          ------------     ------------     ------------     ------------

Interest income                                  4,028           82,568             --             53,937

Interest expense                                (4,392)         (14,312)          (3,190)            (636)

Other income                                     1,122            9,408             --              5,074
                                          ------------     ------------     ------------     ------------

Loss before income taxes                    (2,487,766)      (2,967,870)        (611,413)      (1,531,644)

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

Net loss                                  $ (2,487,766)    $ (2,967,870)    $   (611,413)    $ (1,531,644)
                                          ============     ============     ============     ============

Net loss per share (basic and diluted)           (0.12)           (0.18)           (0.02)           (0.09)
                                          ============     ============     ============     ============

Weighted average number of shares
outstanding and to be issued                21,557,174       16,124,235       26,245,706       17,191,684
                                          ============     ============     ============     ============
</TABLE>


            See accompanying notes to condensed financial statements

                                       2
<PAGE>
Intraco Systems, Inc.
Condensed Statements of Cash Flow
(Unaudited)
<TABLE>
<CAPTION>

                                                                   For the nine months
                                                                   ended September 30,
                                                             ---------------------------------
                                                                 2001                 2000
                                                             -----------           -----------
Cash flows from operating activities:
<S>                                                          <C>                   <C>
      Net loss                                               $(2,487,766)          $(2,967,870)
      Adjustments to reconcile net loss to net cash
        provided (used) by operating activities:
          Depreciation and amortization                          247,040               134,766
          Issuance of common stock for services                  585,500               401,336
          Changes in assets and liabilities
          (Increase) decrease in:
             Inventory                                           (39,519)
             Accounts receivable                                 495,950              (250,202)
             Prepaid expenses                                   (127,744)                4,616
             Due from related party                               (6,907)
             Security deposits                                    11,169                (3,120)
          Increase (decrease) in:
             Accounts payable                                    (67,564)             (609,589)
             Deferred revenue                                    (69,590)              (22,464)
             Customer deposits                                     8,584                27,558
             Accrued expenses                                    342,593               227,799
                                                             -----------           -----------

Net cash (used) by operating activities                       (1,061,828)           (3,103,596)
                                                             -----------           -----------

Cash flows from investing activities:
      Purchase of property and equipment                         (83,831)             (894,123)
      Purchase of license agreement                                 --                 (50,000)
                                                             -----------           -----------

Net cash (used) by investing activities                          (83,831)             (944,123)
                                                             -----------           -----------

Cash flows from financing activities:
      Bank overdraft                                              21,337                  --
      Proceeds from issuance of stock, net                       314,999             5,369,869
      Dividends paid                                             (26,907)
      Proceeds from capital lease                                207,816                  --
      Repayment of long-term debt                                (17,833)             (130,188)
                                                             -----------           -----------

Net cash provided by financing activities                        526,319             5,212,774
                                                             -----------           -----------

Net  (decrease) increase in cash                                (619,340)            1,165,055

Cash at beginning of period                                      619,340               151,725
                                                             -----------           -----------

Cash at end of period                                        $      --             $ 1,316,780
                                                             ===========           ===========
</TABLE>


            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 310 of Regulation S-B. 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. Such
adjustments consist of normal recurring accruals and other adjustments.

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,
2000 on Form 10-KSB. Operating results for the nine months ended September 30,
2001 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2001.

Intraco has historically incurred significant losses and has substantial
negative cash flow from operations. Intraco's auditors have included a paragraph
in their audit report in the Company's annual financial statements for the year
ended December 31, 2000, which expresses concern about Intraco's ability to
continue as a going concern unless it can secure additional financing, reduce
its operating expenses, and sell its new products at higher profit margins.
Intraco expects significant operating losses to continue at least during 2001.

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 - STOCKHOLDERS' EQUITY

In January 2001, preferred stock holders converted 5,000 shares of preferred
stock to common stock.

In March 2001, Intraco issued 612,000 shares of restricted common stock to two
investors in connection with the exercise of warrants and issued 13,688 shares
of restricted common stock to a former employee in connection with the exercise
of stock options.
In April 2001, Intraco issued 68,000 shares of common stock to three investors
in connection with the exercise of warrants and issued 3,000,000 shares of
common stock to two companies in connection with consulting services provided to
Intraco.
From April 2001 to July 2001, Intraco issued 3,500,000 shares of common stock to
three investors in connection with the Dubois Investment Management commitment
and 220,000 shares of common stock to three other investors.

In June 2001, Intraco issued 794,872 shares of common stock to its legal counsel
in connection with legal services provided to Intraco.

In July 2001, Intraco issued 4,600,000 shares of common stock to four companies
in connection with consulting services provided to Intraco.

                                       4

<PAGE>

NOTE 3- RECLASSIFICATIONS

Certain amounts previsouly reported for 2000 have been reclassified to conform
with the classifications used in 2001. Such reclassifications had no effect on
the reported net loss.

















                                       5
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         You should read the following discussion and analysis in conjunction
with the consolidated financial statements and the notes included elsewhere in
this report.

OVERVIEW

         Intraco is an information technology service provider. Its products and
services include speech recognition and voice-activated solutions. Intraco has
shifted 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's data center 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 a data center in Boca Raton,
Florida. Intraco's data center is 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, a
voice-activated telephone dialing system that places outgoing calls, and
customer queries systems based on voice recognition. Intraco has begun signing
contracts with customers for the sale of some of these new services.

         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. At present, Intraco has a fully operational
installation of one of its voice-enabled products.

         Since management believes it will continue to incur net losses and have
negative cash flow for the immediate future, 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 $110,000 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 it 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, it is actively seeking a capital infusion of
approximately $3-5 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 it 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 sales to profitable levels.

         Management is in the process of identifying potential private investors
for private equity investment and a private debt offering. The specific terms of
any investment have not yet been negotiated with the potential investors. There
can be no assurances, however, that it will be able to complete any offerings.
If Intraco is not able to raise the required capital, then it will reduce
operations, seek a potential acquirer and/or discontinue operations.

                                       6
<PAGE>

         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.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2000

          REVENUES. Revenues decreased $4,149,201 or 95%, to $208,082 for the
nine months ended September 30, 2001, from $4,357,283 for the nine months ended
September 30, 2000. Of the dollar decrease, $4,240,993 was due to the impact of
the discontinued business lines. In the first quarter of 2001, Intraco
eliminated its systems/networks and service contract units. Intraco has shifted
its sales and marketing efforts to the development of a new generation of voice
and speech recognition products and services, which resulted in revenue of
$91,792 for the nine months ended September 30, 2001.

          COST OF REVENUES. Cost of revenues decreased $3,521,770 or 97% to
$105,454 for the nine months ended September 30, 2001, from $3,627,224 for the
nine months ended September 30, 2000. Of the dollar decrease, $3,523,968 was due
to the impact of the discontinued business lines offset by an increase in the
cost of revenue for the new products and services.

          The overall gross profit margins for the nine months ended September
30, 2001 and 2000 were 49% and 17%, respectively. In the first nine months of
2001, management eliminated its systems/networks and service contract units,
reduced Intraco's staff by twenty-five people, and directed more resources
toward developing products and services with higher profit margins. The higher
profit margins for the nine months ended September 30, 2001 primarily reflected
the development of a speech recognition system in March 2001. Management
currently believes its voice-activated products, such as the voice-activated
auto attendant, video phone and telephone dialer, can be sold at higher profit
margins. There can be no assurances that this strategy will prove successful.

          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the nine months ended September 30, 2001 were
$2,591,152 compared to $3,775,593 for the nine months ended September 30, 2000,
a decrease of $1,184,441 or 31%. Of the dollar decrease, $1,112,509 represented
decreased salaries and commission costs ,$93,438 represented decreased travel
and entertainment expenses and $34,324 represented decreased telephone expenses
primarily due to the reduction of the number of employees; $131,940 represented
decreased marketing expenses; $74,700 represented a decrease in recruiting fees;
$112,274 reflects increased levels of depreciation and amortization due to
capital investments; $98,400 represented a one time charge for settlement of an
employment contract; $374,106 represented increased consulting services related
to corporate development, advice regarding possible reorganization and financial
planning, introductions to strategic partners, strategic investors, merger and
joint venture opportunities; and $66,779 represented increased network service
charges connected with the operations of the data centers from which Intraco
delivers its new products and services. The network service charges are expected
to decrease due to the consolidation of the two data centers into one data
center in April 2001. The remaining decrease was attributable to other
additional selling, general and administrative expenses.

          INTEREST EXPENSE. Interest expense, net of interest income, decreased
by $68,620 to $364 for the nine months ended September 30, 2001 as compared to
net interest income of $68,256 for the nine months ended September 30, 2000.

                                       7
<PAGE>

          NET LOSS. As a result of the foregoing, Intraco reported a net loss of
$2,487,766 for the nine months ended September 30, 2001, compared to a net loss
of $2,967,870 for the nine months ended September 30, 2000, a decrease of
$480,104. As described more fully below under the caption "Liquidity and Capital
Resources," Intraco anticipates that it will continue to incur net losses and
have negative cash flows. Management has sought to reduce its expenses by, among
other things, reducing personnel and restructuring operations, and is actively
seeking additional funding. Management cannot at this time, however, estimate
when, if ever, it will be able to eliminate its net losses and achieve positive
cash flow.

        ACCOUNTS RECEIVABLE. Accounts receivable decreased $765,520, or 97%, to
$20,104 for the nine months ended September 30, 2001 from $785,624 for the nine
months ended September 30, 2000. This decrease resulted from the reduction in
revenue due to the discontinuing of systems/networks and service contracts
products.

        ACCOUNTS PAYABLE. Accounts payable increased $373,843, or 90%, to
$790,206 for the nine months ended September 30, 2001, from $416,363 for the
nine months ended September 30, 2000. The increase was due primarily to the
delays Intraco has experienced in obtaining the additional financing required to
cover current operations.

         PROPERTY AND EQUIPMENT. Property and equipment increased $119,016, or
9%, to $1,389,420 for the nine months ended September 30, 2001 from $1,270,404
for the nine months ended September 30, 2000. The increase was due to the
investment in additional equipment to support the new speech and
telecommunication services product lines.

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2000

          REVENUES. Revenues decreased $1,242,071, or 98%, to $22,863 for the
three months ended September 30, 2001, from $1,264,934 for the three months
ended September 30, 2000. Of the dollar decrease, $1,257,207 was due to the
impact of the discontinued business lines. In the first quarter of 2001, Intraco
eliminated its systems/networks and service contract units. Intraco has shifted
its sales and marketing efforts to the development of a new generation of voice
and speech recognition products and services, which resulted in revenue of
$15,136 for the three months ended September 30, 2001.

          COST OF REVENUES. Cost of revenues decreased $1,238,011 or 100% to
$4,803 for the three months ended September 30, 2001, from $1,242,814 for the
three months ended September 30, 2000. The dollar decrease was mainly due to the
impact of the discontinued business lines.

          The overall gross profit margins for the three months ended September
30, 2001 and 2000 were 79% and 2%, respectively. Management eliminated its
systems/networks and service contract units and directed more resources toward
developing products and services with higher profit margins. The higher profit
margins for the three months ended September 30, 2001 primarily reflected the
development of a speech recognition system in March 2001. Management currently
believes its voice-activated products, such as the voice-activated auto
attendant and telephone dialer, can be sold at higher profit margins. There can
be no assurances that this strategy will prove successful.

          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the three months ended September 30, 2001 were
$626,283, compared to $1,612,139 for the three months ended September 30, 2000,
a decrease of $985,856 or 61%. Of the dollar decrease, $801,545 represented
decreased salaries and commission costs and $44,437 represented decreased travel
and entertainment expenses and $22,782 represented decreased telephone expenses

                                       8
<PAGE>

primarily due to the reduction of the number of employees; $35,206 represented
decreased marketing expenses; $74,700 represented a decrease in recruiting fees;
$98,400 represented a one time charge for settlement of an employment contract;
$343,689 represented increased consulting services related to corporate
development, advice regarding possible reorganization and financial planning,
introductions to strategic partners, strategic investors, merger and joint
venture opportunities; and $47,003 represented decreased network service charges
due to the consolidation of the two data centers into one data center in April
2001. The remaining decrease was attributable to other additional selling,
general and administrative expenses.

          INTEREST EXPENSE. Interest expense, net of interest income decreased
by $56,491 to $3,190 for the three months ended September 30, 2001 as compared
to net interest income of $53,301 for the three months ended September 30, 2000.

          NET LOSS. As a result of the foregoing, Intraco reported a net loss of
$611,413 for the three months ended September 30, 2001, compared to a net loss
of $1,531,644 for the three months ended September 30, 2000, a decrease of
$920,231. As described more fully below under the caption "Liquidity and Capital
Resources," Intraco anticipates that it will continue to incur net losses and
have negative cash flows. Management has sought to reduce its expenses by, among
other things, reducing personnel and restructuring operations, and is actively
seeking additional funding. Management cannot at this time, however, estimate
when, if ever, it will be able to eliminate its net losses and achieve positive
cash flow.

LIQUIDITY AND CAPITAL RESOURCES

         Intraco has historically incurred significant losses and has
substantial negative cash flow from operations. Intraco's auditors have included
a paragraph in their audit report in the Company's annual financial statements
for the year ended December 31, 2000, which expresses concern about Intraco's
ability to continue as a going concern unless it can secure additional
financing, reduce its operating expenses, and sell its new products at higher
profit margins. Intraco expects significant operating losses to continue at
least during 2001. In April 2001, Intraco received a $3 million private
placement equity financing commitment from Dubois Investment Management. As of
November 15, 2001 Intraco has received $325,000 under this commitment. There can
be no assurances that any additional funds will be received from Dubois
Investment Management. Management is in negotiations with other potential
investors. There can be no assurances that any additional financing will be
raised or, if raised, on favorable terms.

         At September 30, 2001, Intraco's current assets totaled $227,660 and
current liabilities totaled $1,881,020 resulting in a negative working capital
ratio. Intraco had long-term liabilities of $145,640 at September 30, 2001.
Intraco had no cash on hand at September 30, 2001 compared to $619,340 at
December 31, 2000. Operating activities for the nine months ended September 30,
2001 used cash of $1,061,828 primarily due to the net loss of $2,487,766. Net
cash used in investing activities was $83,831, reflecting the purchase of fixed
assets. Financing activities provided cash in the amount of $526,319 primarily
due to the commitment from Dubois Investment Management and a leasing agreement
with Cisco Systems Capital Corporation.

         Since management believes it will continue to incur net losses and have
negative cash flow in the immediate future, Intraco requires additional funding
to cover current operations and the implementation of its business plan.
Management is actively seeking to raise additional investment capital, which is
likely to be both convertible debt and equity financing which may result in the
dilution of common stock. Intraco has no material commitments for capital
expenditures at the present time. Management is in negotiations with various
potential investors other than Dubois Investment Management. No assurance

                                       9

<PAGE>

can be made that such funding will be available and, if available, that such
funding will be available on terms acceptable to Intraco.

FACTORS THAT MAY AFFECT FUTURE RESULTS

Certain important factors may affect Intraco's actual results and could cause
those results to differ materially from any forward-looking statements made in
this Quarterly Report on Form 10-QSB or that are otherwise made by Intraco or on
its behalf. "Forward-looking statements" are not based on historical facts and
are typically phrased using words such as "may," "will," "expect," "believe,"
"anticipate," "intend," "could," "estimate" or "continue" and similar
expressions or variations.

         Differences in actual results may be caused by factors such as those
discussed below, as well as those discussed elsewhere in this report and in
Intraco's filings with the SEC.

         Although Intraco believes that the expectations reflected in the
forward-looking statements are reasonable, Intraco cannot guarantee that they
will be achieved. Except as applicable law requires, Intraco does not intend to
update any of the forward-looking statements to conform these statements to
actual results.

         Any or all forward-looking statements in this document and in any other
public statements made may turn out to be wrong. They can be affected by
inaccurate assumptions or by known or unknown risks and uncertainties. In
addition to general economic conditions, many factors mentioned in the
discussion below will be important in determining future results.

         Neither Intraco nor its management undertake any obligation to publicly
update any forward-looking statements, whether as a result of new information,
future events or otherwise. The reader is advised, however, to consult any
further disclosures made on related subjects in Intraco's future filings with
the SEC.

Intraco has experienced significant losses and these losses are expected to
continue in the future.

         For the nine months ended September 30, 2001, Intraco reported net
losses of $2,487,766. As of September 30, 2001, Intraco had an accumulated
deficit of $9,051,427 and negative stockholders' equity of $878,847. There can
be no assurance that Intraco will operate profitably in the future and that
Intraco will not continue to sustain losses. Continued losses could materially
and adversely affect its business.

Intraco will need substantial additional capital in order to continue its
operations.

         Intraco requires substantial working capital to build its application
service provider systems, for marketing and promotion, and to fund its general
business operations. In addition, Intraco anticipates that it will regularly
need to make capital expenditures to upgrade and modify its management
information system, including software and hardware, as it grows and the needs
of its business change. Intraco needs to raise additional funds to meet its
current needs for working capital. Intraco is actively seeking additional
financing, which may be either debt or equity financing. Intraco cannot be
certain that any additional financing will be available to them when needed and
if available, whether it will be on favorable terms. In addition, if Intraco
raises additional funds through the issuance of equity, equity-related or debt
securities, the securities may have rights, preferences or privileges senior to
those of the rights of its current shareholders and its shareholders may
experience additional dilution.

                                       10
<PAGE>

Intraco has shifted its business focus away from network installations to
providing information technology and voice services, including speech
recognition products and services.

         Intraco shifted its business focus towards providing speech recognition
products and services. As a result of this shift in focus, Intraco's business
plan is unproven. There can be no assurance that its new business plan will be
successful. Although Intraco is in discussions with several prospective clients,
Intraco has only just begun to sell its newly developed speech recognition
products and services and demand for these products and services is uncertain.
Additionally, Intraco's previous financial history is not a good indication of
how the business is doing or how it is evolving.

Intraco's services are based on software obtained from third parties. Intraco
may have to discontinue or significantly change its products or services if
these third parties cancel licensing agreements or discontinue production of the
software.

         Intraco obtains software products pursuant to agreements with Motorola
and Nuance. Intraco intends to enter into additional agreements as may be
necessary in the future. Obtaining this software, as well as any additional
software offerings, is critical to Intraco's expansion strategy because it
offers services based on the integration of these software packages to clients.
If one or more of Intraco's existing relationships with its key software
companies were to be terminated or not renewed, it could be faced with
discontinuing products or services or delaying or reducing introduction of
services unless it could find, license and offer equivalent software packages.

         All of Intraco's third-party agreements are non-exclusive. Intraco's
competitors could also license and offer software products that Intraco offers
as part of its services. Intraco cannot be sure that its current vendors will
continue to offer or support the software it currently licenses from them in
current form, nor can it be sure that it will be able to adapt its systems to
changes in such software.

Intraco's services include information, data and voice services, such as e-mail
and voice mail, that are often essential to a business. Intraco could be subject
to liability if it does not provide its services to their clients in accordance
with the terms of the agreements.

         Many of the engagements Intraco has begun or plans to undertake involve
projects involving information, data and voice services that are critical to the
operations of its clients' businesses and provide benefits to its clients that
may be difficult to quantify. If Intraco fails or is unable to meet a client's
expectations in the performance of its services, its client's operations could
be adversely affected. This could give rise to claims against Intraco or damage
its reputation, adversely affecting its business, operating results and
financial condition.



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<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS


         On 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 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 has 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 claim against it. On June 28, 2001, Intraco settled the lawsuit, as a result
of which Intraco agreed to pay Banker's Leasing a total of $40,000 in settlement
of its claim against Intraco and Jack S. Berger.

         There are certain legal proceedings and claims against the company in
which management is vigorously defending itself. Management has quantified and
accrued any potential liability.

ITEM 2.   CHANGES IN SECURITIES

         In January 2001, Intraco issued 5,000 shares of common stock to a
preferred shareholder 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.

         In March 2001, Intraco issued 13,668 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 option holder used the cashless exercise method. The
shares issued were valued at $10,251. The shares were issued pursuant to
exemptions 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 was familiar with Intraco's
operations and financial condition. Intraco did not pay any fees or commissions
in connection with this issuance.

         In March 2001, Intraco issued 612,000 shares of common stock at $0.10
per share for $61,200 to two investors who exercised their warrants. The shares
were issued pursuant to an exemption from registration under Section 4(2) of the
Securities Act. To Intraco's knowledge, the investors were sophisticated in
financial investments and were familiar with Intraco's business and operations.
No offering document was prepared, and no public solicitation or general
advertising was done in connection with these issuances. Intraco did not pay any
fees or commissions in connection with these issuances.

         In April 2001, Intraco issued 68,000 shares of common stock to three
investors who exercised warrants having an exercise price of $0.10 per share.
The shares were issued pursuant to an exemption from registration under Section
4(2) of the Securities Act. To Intraco's knowledge, the investors were
sophisticated in financial investments and were familiar with Intraco's business
and operations. No offering document was prepared, and no public solicitation or
general advertising was done in connection with these issuances. Intraco did not
pay any fees or commissions in connection with these issuances.

         In April 2001, Intraco issued 1,500,000 shares of common stock to
Titlest Investments and 1,500,000 shares of common stock to SBZ Investments in
connection with consulting services provided to Intraco. The shares were valued
at $150,000 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 firms

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<PAGE>

were sophisticated in financial investments and were familiar with Intraco's
business and operations. No offering document was prepared, and no public
solicitation or general advertising was done in connection with these issuances.
Intraco did not pay any fees or commissions in connection with these issuances.

         From April 2001 to July 2001, Intraco issued 2,500,000 shares of common
stock at $0.05 per share for $125,000 to two investors and 1,220,000 shares of
common stock at $0.10 per share for $122,000 to four investors, of which
1,000,000 shares were purchased by Robert Hildreth, Intraco's Chairman of the
Board. The shares were offered and issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act. To Intraco's knowledge,
the investors were sophisticated in financial investments and received a variety
of financial and other information about Intraco in connection with the
investors' 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 these issuances

         In June 2001, Intraco issued 794,872 shares of common stock to Broad
and Cassel, its legal counsel, in connection with legal services provided to
Intraco. The shares were valued at $124,000. 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 July 2001, Intraco issued 1,200,000 shares of common stock to Zurich
Mutual S.A., in connection with consulting services provided to Intraco. The
shares were valued at $90,000. 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 July 2001, Intraco issued 1,400,000 shares of common stock to Albedo
Investments Ltd. S.A., in connection with consulting services provided to
Intraco. The shares were valued at $84,000. 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 July 2001, Intraco issued 1,500,000 shares of common stock to Vestar
Capital Corp. in connection with consulting services provided to Intraco. The
shares were valued at $97,500. 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.

                                       13

<PAGE>

         In July 2001, Intraco issued 500,000 shares of common stock to FHC
Corp. in connection with consulting services provided to Intraco. The shares
were valued at $40,000. 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.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.

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

          None.

ITEM 5.   OTHER INFORMATION

          In July 2001, the CEO, Walt Nawrocki, and the CFO, Robert Marcus,
resigned. In August 2001, the Company hired a new CEO, Tarek Kirschen, and Jack
Berger resigned as President and will focus his efforts on overseeing the Speech
Recognition Business Unit.








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<PAGE>


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits:

      EXHIBIT NO.                          DESCRIPTION OF EXHIBIT
   ----------------          ---------------------------------------------------



          (b) Reports on Form 8-K:

          Intraco did file a current report on Form 8-K in August 2001.











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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 15, 2001                          By: /s/TAREK KIRSCHEN
                                                        -----------------------
                                                       Chief Executive Officer











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