8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)  August 27, 2009

INNOTRAC CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Georgia

(State or Other Jurisdiction of Incorporation)

000-23741	58-1592285
(Commission File Number)	(IRS Employer Identification No.)

6655 Sugarloaf Parkway
Duluth, Georgia	30097
(Address of Principal Executive Offices)	(Zip Code)

(678) 584-4000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01 Changes in Registrant’s Certifying Accountant

(a)           On August 27, 2009, BDO Seidman, LLP (“BDO”) was dismissed as the independent registered public accounting firm engaged to audit the financial statements of  Innotrac Corporation  (the “Company”).  The Audit Committee of the Board of Directors of the Company approved the change.  BDO performed the audit of the Company’s financial statements for the fiscal years ended December 31, 2007 and December 31, 2008.  During these periods and the subsequent interim period prior to their dismissal, there were no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to BDO’s satisfaction, would have caused BDO to make reference to the subject matter of the disagreements in connection with BDO’s reports, nor were there any “reportable events,” as such term is defined in Item 304(a)(1)(v) of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”) except that, in connection with the completion of its audit of the Company’s consolidated financial statements for the fiscal years ended December 31, 2007 and 2008, BDO communicated to the Company’s management and Audit Committee that a certain matter involving the Company’s internal controls was considered to be a “material weakness”, as defined under the standards established by the Public Company Accounting Oversight Board, or PCAOB. The Audit Committee discussed with BDO the subject matter of the material weakness which is described in Item 9A of the Company’s annual report on Form 10-K for each of the fiscal years ended December 31, 2007 and 2008.  The Company has authorized BDO to respond fully to any inquiries by Grant Thornton LLP, including those with respect to the material weakness.

The audit reports of BDO for the Company’s fiscal years ended December 31, 2007 and December 31, 2008 did not contain an adverse opinion, or a disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles.

The Company has provided BDO with a copy of this Current Report on Form 8-K and requested BDO to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made above by the Company.  A copy of such letter, dated August 31, 2009 is filed as Exhibit 16.1 to this Form 8-K.

(b)           On September 2, 2009, the Audit Committee of the Board of Directors of the Company engaged Grant Thornton LLP as its independent registered public accounting firm to audit the Company’s financial statements.  During the two most recent fiscal years and through September 2, 2009 the Company had not consulted with Grant Thornton LLP with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(v) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 7.01 Regulation FD Disclosure

The Company is attaching a copy of a press release issued September 2, 2009 announcing the change in its independent registered public accounting firm.

Item 9.01 Financial Statements and Exhibits

Exhibits

16.1	Letter of BDO Seidman, LLP to the Securities and Exchange Commission dated August 31, 2009
99.1	Press release dated September 2, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Innotrac Corporation
By:	/s/ George M. Hare
	George M. Hare, Chief Financial Officer
Dated: September 2, 2009

EX-16.1

Exhibit 16.1

August 31, 2009

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on August 27, 2009, to be filed by our former client, Innotrac Corporation.  We agree with the statements made in response to that Item insofar as they relate to our Firm.

Very truly yours,

/s/ BDO Seidman, LLP

cc:	Mr. Joel Marks, Audit Committee Chair
	Mr. George Hare, Chief Financial Officer

EX-99.1

Exhibit 99.1

Innotrac Changes Independent Registered Public Accounting Firm

ATLANTA, September 2, 2009 -- Innotrac Corporation (Nasdaq: INOC) today announced that it has changed its independent registered public accounting firm to Grant Thornton, LLP.  The Company filed a Form 8-K on September 2, 2009 with the Securities and Exchange Commission containing certain required information regarding this change.  George M. Hare, Chief Financial Officer of Innotrac stated; “We selected Grant Thornton as our independent accounting firm knowing they have an audit and assurance practice which will be able to support our existing and future operations in years to come.”

Innotrac

Innotrac Corporation, founded in 1984 and based in Atlanta, Georgia, is a full-service fulfillment and logistics provider serving enterprise clients and world-class brands.  The Company employs sophisticated order processing and warehouse management technology with fulfillment centers in six cities and a call center spanning all time zones across the continental United States.  For more information about Innotrac, visit the Innotrac Website, www.innotrac.com.

Information contained in this press release, other than historical information, may be considered forward-looking in nature. Forward-looking statements in this press release include our expectations for future progress in our business and future generation of cash flows. Forward-looking statements are subject to various risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. Among the key factors that may have a direct bearing on Innotrac's operating results, performance or financial condition are competition, the demand for Innotrac's services, Innotrac's ability to retain its current clients and attract new clients, realization of expected revenues from new clients, the general state of the  industries Innotrac serves , changing technologies, Innotrac's ability to maintain profit margins in the face of pricing pressures and numerous other factors discussed in Innotrac's 2008 Annual Report on Form 10-K and other filings on file with the Securities and Exchange Commission. Innotrac disclaims any intention or obligation to update or revise any forward-looking statement whether as a result of new information, future events or otherwise.